Terms of Service

Navigation

This document explains the rules that keep our marketplace running. We call these rules our Terms of Use. They apply to formwork.com and all the websites and apps we own or run. (And by we, we mean Formwork, which we may also refer to as us.) These terms explain how we expect you to behave when you’re using Formwork – whether you’re a registered user or an unregistered site visitor on our site. Please read these rules carefully: by using our site, you’re agreeing to follow them.

About licenses and third-party content 1.1 We let you use our site and services 1.2 We can stop you from using our site and services 1.3 We keep the rights to our intellectual property 1.4 You can use Formwork to share your content with the world 1.4.1 You’re responsible for what you post 1.4.2 Other people have some rights to what you post 1.4.3 We’re open to your ideas 1.5 Third parties post on Formwork too 1.6 You can make a copyright complaint
What you’re allowed to do on Formwork
What you’re not allowed to do on Formwork 3.1 Post unacceptable content 3.2 Act in a misleading or fraudulent way 3.3 Treat others unfairly 3.4 Abuse our feedback system 3.5 Other uses that aren’t allowed
Enforcing our terms of use 4.1 We enforce these rules 4.2 Tell us if you see someone breaking these rules

About licenses and third-party content

Here we’ve included the conditions for using our site, which we do our best to keep running smoothly (1.1). That means we have the right to stop people from using our site and services if needed (1.2). You can’t use our intellectual property (1.3), but you can post your own content to Formwork. You’re responsible for this content (1.4), and equally, we’re not responsible for content you come across from other users (1.5). If you think someone is using something you’ve copyrighted, just let us know (1.6).

1.1 We let you use our site and services

Technically, we’re giving you a ‘limited license’ to the site. Here’s what that means. We’re happy for you to access our website and services (known as the services). You’re free to have this access (or limited license) as long as you follow these terms of use and all of our other Terms of Service as they apply to you. We’ll do our best to make sure our services are safe and working as they should, but we can’t guarantee you’ll have access continuously. In fact, we might even stop providing certain features or the services completely, and don’t have to give notice if we do.

1.2 We can stop letting you use our services

We can take away your right to use our services at any time. If you violate our Terms of Use or other parts of our Terms of Service, we can take away your access to Formwork. Officially, this is called terminating your license, and if it happens, we’ll tell you and you must stop using our services immediately.

1.3 We keep the rights to our intellectual property

Using our services doesn’t mean you can use any of our trademarks or other intellectual property, like copyrights and patents. We keep all of our rights to our intellectual property, even though we let you use our services. Our logos and names are our trademarks and registered in certain jurisdictions. Any other product or company names, logos or similar marks and symbols you see on Formwork may be trademarked by our partners or other users like you.

1.4 You can use Formwork to share your content with the world

1.4.1 You’re responsible for what you post

You’re responsible for how you use our site and anything you post on it. If someone makes a claim against us because of anything you put on the site, you agree to compensate us for our legal fees and expenses (the lawyers call this, ‘indemnification’). When you post content on (or through) our site or give us content for posting, you agree that you’re completely responsible for that content and we’re not. You also agree to only post or give us content that:

You have the right to post is legal
Doesn’t violate anyone’s rights, including intellectual property rights.
You acknowledge and agree that whoever posts content is responsible for any harm caused to anyone by that content – not Formwork – and that you’ll compensate and defend us, our partners, employees and representatives against any costs or legal or government action we have because of your content.

1.4.2 Other people have some rights to what you post

By posting content on the site, you give other people some rights to that content. Whenever you post content on our site, you give us and our affiliates a permanent right (called an ‘irrevocable and nonexclusive worldwide license’) to use, edit and share that content – across the world and without paying royalties. If your name, voice and image appear in content you post, we also might use those on the site or in our day-to-day business. For example, if you’re a freelancer, we might share your profile with clients we think could be a good match. You also give each user and site visitor the right to access and use your content through the site. They also have the right to use, copy and share your content – as long as they do it through the site, and follow both our Terms of Service and the law. We might show ads near your content and information, without compensating you. Depending on choices you make in your profile, we might also include your name or photo when promoting one of our features.

1.4.3 We’re open to your ideas

We’d love to hear your thoughts on improving Formwork. Here’s what happens when you share them. You can send us comments and suggestions about our services and ways to improve them. If you do, you’re agreeing your ideas are free and unsolicited, and you don’t expect or ask anything in return, unless we’ve specifically asked you for your ideas and offered something in return (we like to keep our word). You agree we’re free to use, change and share the idea as we like, without being obligated to give you anything for it. And if you do send us an idea, you also agree that this doesn’t affect our right to use similar or related ideas – including those we already have or get from others.

1.5 Third parties post on Formwork too

Anyone else who uses our site is responsible for what they post or link on Formwork. We’re not responsible for the accuracy or reliability of any content shared by other people on our site, unless they’re officially working for us when they share or post the content. Any content represents the views of the person sharing it, not Formwork. Our site might also contain links or other access to third-party websites and applications. These sites and applications are owned and run by other parties, not Formwork. If we use a link or application that goes to a third-party website, it doesn’t mean that we endorse it and you agree that you use it without our endorsement.

1.6 You can make a copyright complaint

If you think content on our site infringes your rights, you can ask to have it removed. We’re committed to following U.S. copyright and related laws and need site visitors and users to follow them as well. That means you can’t use our site to store or share anything that infringes anyone’s intellectual property rights, including their rights under U.S. copyright law. If you own copyrighted work and think your rights under U.S. copyright law have been infringed by anything on our site, the Digital Millennium Copyright Act means you can ask us to take it down. Here’s how to report it.

What you’re allowed to do on Formwork

You can only use our services for work and to learn from the information we share. Our site and services were made to be used for business, not for personal or consumer use. We run our marketplace to help users find each other, build working relationships, and make and receive payments for that work. You can also use some of our services to get information we think might be interesting and useful for our site visitors and users – like our Formwork blog. While we do our best to make sure that this information is timely and accurate, there might sometimes be mistakes. We don’t make any guarantees about information posted on our site, so never use it as tax or legal advice. And you should always double-check the information for yourself.

What you’re not allowed to do on Formwork

Certain uses of the site are not allowed. Here we go into much more depth about those things, including:

Posting unacceptable content (3.1)
Acting in a misleading or fraudulent way (3.2)
Treating others unfairly (3.3)
Abusing our feedback system (3.4)
Other uses that aren’t allowed (3.5) In short, you’re not allowed to use our services to do (or encourage others to do) anything that is illegal, fraudulent or harmful. If you don’t see something on one of the lists below, you shouldn’t assume that it’s OK.

3.1 Post unacceptable content

This means you’re not allowed to post anything that:

Is obscene, illegal, threatening or defamatory
Includes hate speech or pornography
Encourages violence or discrimination
Infringes someone else’s rights or intellectual property
Is otherwise inappropriate.

3.2 Act in a misleading or fraudulent way

Here are some examples of what we mean by this:

Misrepresenting your experience, skills or professional information
Making false statements about a project or job
Making offers or requests that aren’t intended to be filled
Encouraging or soliciting anything that breaks the law or our terms of use.

3.3 Treat others unfairly

You’re not allowed to harass, abuse or discriminate against others, including other users or our employees. This includes:

Bullying, threatening or shaming
Using offensive or derogatory language
Spreading misinformation.

3.4 Abuse our feedback system

You can’t use our feedback system to manipulate or undermine its integrity. This means:

Leaving false or misleading feedback
Coercing others to leave positive feedback
Leaving feedback for yourself from other accounts.

3.5 Other uses that aren’t allowed

Here are a few more things you’re not allowed to do on Formwork:

Violating any laws or our terms of use
Interfering with the normal functioning of the site or services
Using the site for any other purpose than it’s intended
Copying or modifying our site, software or content.

Enforcing our terms of use

4.1 We enforce these rules

If you break any of these rules, we can take away your right to use Formwork. We might also take other actions, including:

Removing content you’ve posted
Contacting law enforcement
Taking legal action against you.

4.2 Tell us if you see someone breaking these rules

If you see someone violating these rules, let us know. You can report violations by contacting us through our site or emailing us at admin@formworkmarketplace.com.

Definitions Here are some terms you should know when reading these rules:

‘Content’ means anything you post, upload, share or otherwise make available on our site, including text, images, audio and video. ‘Intellectual property’ means our trademarks, copyrights, patents and other rights. ‘Services’ means all the features and functionality available on our site. ‘Terms of Service’ means all the rules and agreements that apply to using our site and services, including these Terms of Use.

This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Formwork Marketplace or Formwork Global Inc. as described below in Section 1 (Parties). This Agreement provides information on the fees Formwork Marketplace ("Formwork") 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.

1. PARTIES

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

2. FEES CHARGED TO Posting Projects

Pursuant to the User Agreement, we charge a Service Fee to the poster of the project on the amounts of Freelancer Fees invoiced by the Freelancer to their Client on a Service Contract. The Freelancer Service Fee is described below in Section 2.1. Where applicable, Formwork G may also collect taxes (such as value added tax (“VAT”) in Europe) on Service Fees.

Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. By selecting a Service subject to additional fees or charges, you thereby authorize us to charge to you and to collect from you (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxes described in this Section 2.

2.1 Project completion SERVICE FEE

We will charge you a Service Fee based on the total Freelancer Fees invoiced by you to your Client (less any refunds or reversals) for the duration of your relationship with your Client. The Service Fee is a flat 15% of the total Freelancer Fees you have invoiced to your Client for the Engagement Relationship.

For illustrative purposes, here is how the Service Fee will be charged for Fixed-Price engagements:

CONTRACT TYPE SERVICE FEE FREELANCER FEES Fixed-Price (15%) $500 $75

3. AUTHORIZATION FOR ACH DEBITS AND CREDITS

For certain payments, such as for membership fees, Service Fees, or Marketplace Fees, Formwork., may allow Clients or Freelancers to pay via ACH (Automated Clearing House), a network used for electronic payments and money transfers. In such cases, you authorize Formworkto electronically debit or credit your designated bank account through the ACH network. This authorization will remain in effect until you notify Formwork in writing to revoke it.

3.1 ACH DEBITS

If you are a Freelancer and you choose to receive payments via ACH, you authorize Formwork to debit your designated bank account for any refunds or reversals of payments you receive from Clients, as well as for any fees, charges, or taxes described in this Agreement or elsewhere in the Terms of Service.

If you are a Client and you choose to make payments via ACH, you authorize Formwork to debit your designated bank account for the total amount of any payments, fees, charges, or taxes described in this Agreement or elsewhere in the Terms of Service, including but not limited to payments for Freelancer Fees, Service Fees, Marketplace Fees, and Membership Fees.

3.2 ACH CREDITS

If you are a Freelancer and you choose to receive payments via ACH, you authorize Formwork to credit your designated bank account for any payments due to you from Clients, minus any applicable fees, charges, or taxes described in this Agreement or elsewhere in the Terms of Service.

If you are a Client and you choose to make payments via ACH, you authorize Formwork to credit your designated bank account for any refunds or reversals of payments made by you to Freelancers, minus any applicable fees, charges, or taxes described in this Agreement or elsewhere in the Terms of Service.

MISCELLANEOUS

This Agreement is subject to the applicable provisions of the User Agreement, Site Terms of Use, and any other agreements or policies referenced herein or on the Site. In the event of a conflict between this Agreement and any other agreements or policies, the terms of this Agreement shall govern.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Formwork to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Formwork in writing.

By using the Site or Site Services, you agree to be bound by this Agreement and any future modifications to it, as well as any other agreements or policies referenced herein or on the Site.

Effective Date: July 1, 2024

This Fee and ACH Authorization Agreement was last updated on July 1, 2024. The provisions of this Agreement are effective as of the date first above written.

Formwork Marketplace is committed to providing an accessible experience to our customers and the public, regardless of background, nationality, race, ethnicity, gender, gender identity, sexual orientation, disability status, veteran status, or other similarly protected characteristics. This Formwork Marketplace Digital Accessibility Statement concerns our commitment to providing access to persons with disabilities. Please also see our Nondiscrimination Statement. Please contact our Accessibility Coordinator at admin@formworkmarketplace.com to learn more about accessibility support services at Formwork Marketplace.

Reasonable Accommodations

Individuals who need a reasonable accommodation to access Formwork Marketplace’s services and information should send an email to admin@formworkmarketplace.com to provide information about the nature of the requested accommodation. Requesters must include contact information such as an email address or telephone number at which they can be reached. Depending on the nature of the request, Formwork Marketplace may need sufficient notice to provide a reasonable accommodation.

Online Accessibility

Formwork Marketplace strives to provide an accessible digital experience for our users. The Web Content Accessibility Guidelines (WCAG) defines requirements for website providers to improve online accessibility for people with disabilities. Formwork Marketplace has voluntarily undertaken efforts to comply with, and in some cases exceed, Level AA of the latest version of WCAG guidelines, and employs formal accessibility quality assurance methods to ensure accessibility of Formwork Marketplace’s digital platform.

Our efforts to improve online accessibility are ongoing. In the event that a user with a disability experiences accessibility issues with our website or mobile application, please notify us by sending an email to admin@formworkmarketplace.com. In your communication to us, please specify the nature of the accessibility difficulty, including the web address or mobile application that may have presented an accessibility challenge.

Third-Party Websites and Elements

Formwork Marketplace's website may contain sections or links to webpages that are hosted or controlled/powered by third parties, or engage third-party plugins or services. WCAG compliance for these sections will be controlled by these third-party providers, not by Formwork Marketplace. Formwork Marketplace does not make representations with regard to the accessibility of third-party websites and may not be able to remediate accessibility barriers on such websites. However, Formwork Marketplace continually works to identify and adopt more accessible alternatives to such sections and sites wherever feasible.

Feedback

We are always working to ensure that our products and services are accessible to all users, visitors, and the public, including individuals with disabilities. If you have an idea or question about accessibility support services at Formwork Marketplace, please contact our Accessibility Coordinator by sending an email to admin@formworkmarketplace.com.

Nondiscrimination

Formwork Marketplace’s mission is to create economic opportunities so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. Formwork Marketplace’s goal is for members of our community to feel welcome on the Site. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on Formwork Marketplace by any member of our community. Formwork Marketplace does not require Users to violate local laws or take actions that may subject them to legal liability. Formwork Marketplace will take actions to enforce this policy. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at admin@formworkmarketplace.com.

This Formwork Marketplace Any Hire Terms (“Any Hire Terms”) defines the agreement between you (the “Client” or the “Freelancer”, as applicable) and Formwork Marketplace Inc. (“Formwork Marketplace”) regarding Any Hire services offered through the Site at www.formworkmarketplace.com as described in these Any Hire Terms (“Any Hire Services”), and are part of and incorporate by reference the Formwork Marketplace User Agreement and other Terms of Service (collectively, the “Agreement”). The Any Hire Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service. In order to use Any Hire Services, you agree to be bound by the Any Hire contract terms and the Dispute Process and Arbitration and Class Action Waiver in the User Agreement. If you do not accept these terms, including the arbitration and class action waiver, you may not use or access any Any Hire Services.

1. ESCROW SERVICES

Client and Freelancer acknowledge and agree that the Any Hire Contract Escrow Instructions apply to any engagements via the Any Hire Services (each such engagement, an “Any Hire Contract”). Formwork Marketplace Escrow provides escrow services but does not guarantee that Freelancer will be paid except and only to the extent that all of the following are true: (a) Formwork Marketplace has received funds from Client on behalf of the Freelancer, (b) Client has directed such funds to be released to Freelancer, and (c) any hold or security period has passed. Formwork Marketplace otherwise does not guarantee that Client is able to or will pay Freelancer. Client and Freelancer acknowledge that these escrow services are intended for business use and agree to use these escrow services only for business purposes and not for consumer, personal, family, or household purposes.

2. ROLE OF FORMWORK MARKETPLACE

Client and Freelancer understand and agree that Formwork Marketplace is not involved in or responsible for any work performed by Freelancer(s), is not involved in or responsible for any payment made under an Any Hire Contract except as provided in Section 1 (Escrow Services), and has no control over any Freelancer or Client. Formwork Marketplace does not guarantee that Client or Freelancer will perform on the Any Hire Contract. Formwork Marketplace does not have any power or authority to, and does not, determine any eligibility standards for any Any Hire Contract, select or contract any Freelancer to provide services to Client, determine or control any term or condition of the Any Hire Contract or Project, or cause any Freelancer to accept any Any Hire Contract or perform any Freelancer Services. The Parties agree that Client will select the freelancer, that the scope of work will be set exclusively by agreement between Client and Freelancer, and that Client and Freelancer will take up any issues with the work and/or its scope between each other.

3. ANY HIRE COMPLIANCE SERVICES

3.1 WORKER CLASSIFICATION

Formwork Marketplace will determine the appropriate worker classification (e.g., independent contractor or employee) for each Engagement based on the information that Client and Freelancer provide about the applicable Any Hire Contract. Determining the proper classification for a Freelancer depends on many factors, including information in Client’s control. Client and Freelancer agree to provide Formwork Marketplace with all information requested that is related to the Any Hire Contract and the classification of a Freelancer in a timely, accurate, and complete manner and notify Formwork Marketplace immediately if any such information changes.

3.2 FREELANCER ENGAGEMENT

If Client accepts Formwork Marketplace’s worker classification, Formwork Marketplace will, based on its worker classification, either: (i) engage the Freelancer as an independent contractor for up to a six-month term, with Formwork Talent Group Inc. acting as agent of record for Client for such purpose, or (ii) cause the Freelancer to be hired as an employee through Formwork Marketplace Payroll Services (as defined in the Formwork Marketplace Payroll Agreement). Formwork Marketplace may delegate the engagement of Freelancers (and other obligations regarding Freelancers under this Agreement) to one or more third parties. Formwork Marketplace and Staffing Provider reserve the right not to engage or hire a Freelancer in their sole discretion. Formwork Marketplace will cause each Freelancer classified under Formwork Marketplace’s classification services and engaged as an independent contractor to execute an Independent Contractor Agreement. Formwork Marketplace (through Staffing Provider) will cause each Freelancer classified and hired as an employee to execute an employment agreement containing confidentiality and intellectual property assignment provisions consistent with this Agreement.

At the end of any six-month independent contractor agreement term, Client may seek to re-engage the Freelancer via Any Hire, and the engagement and worker classification process will begin again.

3.3 OPTION TO REJECT CLASSIFICATION SERVICES

A Client may choose to decline the worker classification services described in Section 3.1. If Client does not accept Formwork Marketplace’s worker classification, the Client may engage the Freelancer as the Client so chooses, but Formwork Marketplace shall not be responsible for the classification of the worker or the engagement of the worker. Client shall have sole responsibility of engaging the Freelancer (including preparing any independent contractor agreement or using the Optional Service Contract Terms). In addition, if Client declines the worker classification services and still engages the Freelancer, Section 8.2 shall not apply; Client shall have no right to indemnity or any other remedy against Formwork Marketplace, except as provided in the User Agreement Section 10, Section 11, and Section 12, all three of which shall be deemed to control any conflict with these Formwork Marketplace Any Hire Terms.

3.4 LEGAL COMPLIANCE

Formwork Marketplace, Staffing Provider, or any third party acting to engage a Freelancer, as applicable, shall comply with applicable laws and regulations governing the engagement and payment of Freelancers; except that Formwork Marketplace or Employment Provider shall not be liable for any non-compliance associated with any information provided by Client.

3.5 OWNERSHIP OF FREELANCER WORK PRODUCT

Ownership of all Freelancer Work Product will be governed by the independent contractor agreement or employee agreement with the Freelancer, as applicable, both of which will contain a provision that requires a Freelancer to assign all ownership rights in Freelancer Work Product to Client. Formwork Marketplace will not own any Freelancer Work Product. In the event that ownership rights in Freelancer Work Product arising from an Any Hire Contract accrue to the benefit of Formwork Marketplace, Formwork Marketplace hereby assigns such rights to Client.

4. CLIENT RESPONSIBILITIES

4.1 ANY HIRE CONTRACTS

Client further agrees to immediately inform Formwork Marketplace of any complaint or request made by Freelancer concerning any employment-related matter, such as a request for a leave of absence or disability accommodation or a complaint about harassment or discrimination. Client further acknowledges and agrees that Client will not dispute and is responsible for payment for all hours worked on an engagement that uses Formwork Marketplace Payroll Services.

4.2 FORMWORK MARKETPLACE PAYROLL AGREEMENTS

Client will inform Formwork Marketplace 72 hours in advance, if possible, or as soon as possible thereafter, of the termination of any Any Hire Contract that uses Formwork Marketplace Payroll Services.

4.3 NONDISCRIMINATION; COMPLIANCE WITH LAWS

Client to comply with, and to require any person who may interact with Freelancer on behalf of Client to comply with, Formwork Marketplace’s Nondiscrimination Statement, and with all applicable laws in connection with the engagement of Freelancers, including without limitation, as applicable, worker safety laws, nondiscrimination laws, accommodation and leave laws, and privacy laws.

4.4 FREELANCER ELIGIBILITY LIMITATIONS

Any Hire Contracts may only be offered to Freelancers that do not have a pre-existing relationship with Formwork Marketplace (e.g., a previously established Freelancer Account). If a Freelancer has a pre-existing relationship with Formwork Marketplace, the Freelancer can be engaged through one of our other offerings, subject to the fees and other terms and conditions of such offerings.

4.5 CLIENT ACKNOWLEDGEMENTS

Other than as stated in these Any Hire Terms, Client expressly acknowledges, agrees, and understands that: (i) except for the agent of record services, Formwork Marketplace is not a party to the dealings between Client and Freelancer, including the substantive terms of posts, the selection of a Freelancer, the decision to contract with a Freelancer, and the performance or receipt of Freelancer Services or provisioning of Freelancer Work Product; (ii) Formwork Marketplace does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (iii) Formwork Marketplace makes no representations as to the quality, security, or legality of any Freelancer Services or Freelancer Work Product, and Formwork Marketplace disclaims any and all liability relating thereto; (iv) Formwork Marketplace does not set Freelancer’s work hours, work schedules, or location of work; (vi) Formwork Marketplace will not provide Freelancer with training or any equipment, tools, labor, or materials needed to complete their work; (vii) Formwork Marketplace does not provide the premises at which the Freelancer will perform the work; (viii) if there is a dispute between Client and Freelancer, that dispute is solely between Client and the Freelancer and Formwork Marketplace will not be responsible or liable for such dispute (except to the extent required by law); (ix) except as provided in these Any Hire Terms, Formwork Marketplace is not responsible for any other aspect or performance of the Any Hire Contract; and (x) Formwork Marketplace does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (xi) Formwork Marketplace makes no representations as to the quality, security, or legality of any Freelancer Services or Freelancer Work Product, and Formwork Marketplace disclaims any and all liability relating thereto.

5. PAYMENT TERMS AND FEES

5.1 SERVICE FEES

Formwork Marketplace will charge Client a fee for the use of Any Hire Services (the “Service Fee”), as described on the Site and herein. The Service Fee will be equal to the Client Fee specified in the Any Hire Contract and as agreed to by the Client. The Client Fee will include a percentage of the Freelancers rate of pay as determined by the Client, the method of payment selected, and any other fees charged by Formwork Marketplace, including but not limited to the Escrow Services and worker classification. The Service Fee will be calculated based on the Client Fee agreed to by Client and set forth in the Any Hire Contract and as otherwise set forth on the Site.

5.2 INVOICES AND PAYMENT

Client agrees to pay all amounts due on an Any Hire Contract as invoiced by Formwork Marketplace, which may include amounts due to a Freelancer and/or Formwork Marketplace for fees and other charges specified in the Any Hire Contract. Formwork Marketplace will issue invoices to Client for amounts due under the Any Hire Contract, and Client agrees to pay all invoices in accordance with the terms set forth therein. Formwork Marketplace may suspend any and all services provided under the Any Hire Contract if amounts invoiced are not paid in accordance with such terms.

6. LIMITATIONS OF LIABILITY

Formwork Marketplace’s liability shall be limited as set forth in the User Agreement. In addition, and not in limitation thereof, Formwork Marketplace will not be liable for any claim arising out of or relating to Client’s use of Any Hire Services or any Engagement, including, without limitation, any claim related to: (i) classification of a Freelancer under these Any Hire Terms or otherwise, (ii) any claim that a Freelancer was misclassified, (iii) any allegation that Formwork Marketplace is a joint employer of a Freelancer, (iv) any employment-related claims arising out of the relationship between Freelancer and Client, (v) any failure to properly compensate a Freelancer, or (vi) any failure to comply with applicable laws.

7. TERMINATION

7.1 TERMINATION OF ANY HIRE CONTRACTS

Any Hire Contracts will terminate in accordance with the terms and conditions of the Any Hire Contract, as set forth in the Any Hire Terms and the Site.

7.2 TERMINATION OF ANY HIRE SERVICES

Formwork Marketplace reserves the right to suspend or terminate Client’s access to Any Hire Services at any time and for any reason, including for a violation of these Any Hire Terms or any other terms and conditions of the User Agreement or the Terms of Service. In the event of termination of Any Hire Services, the terms and conditions of these Any Hire Terms will survive and continue to apply to any Any Hire Contract in effect at the time of termination.

8. GENERAL

8.1 NO WAIVER

The failure of Formwork Marketplace to enforce any right or provision in these Any Hire Terms or the User Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Formwork Marketplace in writing.

8.2 INDEMNIFICATION

In addition to the indemnity obligations set forth in the User Agreement, Client agrees to indemnify, defend, and hold harmless Formwork Marketplace from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way related to (i) any Any Hire Contract, (ii) any Freelancer Services or Freelancer Work Product, (iii) any violation of these Any Hire Terms, the User Agreement, or the Terms of Service by Client or Freelancer, or (iv) any failure to properly classify or pay a Freelancer.

8.3 SEVERABILITY

If any provision of these Any Hire Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provision will be modified so as to best accomplish the original intent of the provision to the fullest extent permitted by law.

8.4 ENTIRE AGREEMENT

These Any Hire Terms, together with the User Agreement, the Terms of Service, and any other terms and conditions incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties with respect to the subject matter hereof. Any modifications or amendments to these Any Hire Terms must be in writing and signed by both parties.

If a Client and a Freelancer (defined below) enter into a Fixed-Price Contract on the Formwork Marketplace site, these Fixed Price Service Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, 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. The version of these Escrow Instructions in effect on the date any Fixed-Price Contract is entered into apply to that contract. Please check the Site often for updates.

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

1. DIGITAL SIGNATURE AND COMMUNICATIONS

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Freelancer clicks to accept the engagement, pursuant to California Civil Code Section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Freelancer agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract. Client and Freelancer agree that any written communications required herein may be provided electronically, including by email or support ticket, if applicable. Any communication sent to Formwork Marketplace via U.S. mail or similar service will be deemed timely if received by Formwork Marketplace by the applicable deadline.

2. ACCEPTANCE OF ESCROW INSTRUCTIONS

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

3. DEPOSIT OF FUNDS INTO ESCROW

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

4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

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

4.1 RELEASE OF FUNDS TO FREELANCER

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

Client affirmatively selects the option to release funds for a Milestone or Service Contract to Freelancer. Client does not take any action for 14 calendar days from the date of Freelancer’s Release request, in which case Freelancer and Client agree that Formwork Escrow is authorized and instructed to immediately release to Freelancer the amount associated with the applicable Milestone in connection with such Release request. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Formwork Escrow at admin@formworkmarketplace.com requesting a Release to Freelancer Escrow Account, and Formwork Escrow has agreed to the Supplemental Escrow Instructions. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Freelancer has agreed to Arbitration and submitted its Arbitration Payment. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Freelancer or to the extent the award is in favor of Freelancer. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Freelancer, in whole or in part, to the extent required by the order. A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.

4.2 RELEASE OF FUNDS TO CLIENT

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

Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow. Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Formwork Escrow at admin@formworkmarketplace.com requesting a Release to the Client Escrow Account, and Formwork Escrow has agreed to the Supplemental Escrow Instructions. Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account. Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program. Freelancer has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Client or to the extent the award is in favor of Client. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order. A condition to release funds to Client described elsewhere in these Escrow Instructions applies. For Service Contracts entered through Project Catalog, Client has failed to respond to a request for project requirements within 48 hours, at which point any funds in escrow will be released to Client and the contract will be closed.

4.3 DORMANT ENGAGEMENTS

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

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

Formwork Marketplace will notify Client when the Fixed-Price Contract becomes Dormant. If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Formwork Marketplace will notify Freelancer that the Fixed-Price Contract is Dormant (“Freelancer Notice of Dormant Engagement”). If Freelancer submits a Release request within 7 calendar days after the Freelancer Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Freelancer and Client authorize and irrevocably instruct Formwork Escrow to immediately release to Freelancer the amount associated with the applicable Milestone(s) in connection with such Release request. If Freelancer does not submit a Release request within 7 calendar days after the Freelancer Notice of Dormant Engagement, Client and Freelancer authorize and irrevocably instruct Formwork Escrow to immediately release to Client the amount associated with the applicable Milestone(s) in connection with the Dormant Engagement.

4.4 CANCELLATIONS

Once Client deposits funds into Escrow, Client and Freelancer acknowledge that they must use the Fixed-Price Escrow Release and Refund process to cancel the Service Contract. The Parties agree that Formwork Escrow is authorized and irrevocably instructed to immediately release to Client all Escrow funds if Freelancer clicks to accept Client’s request to cancel the Service Contract. If Freelancer cancels the Service Contract before funds are transferred from the Client Escrow Account to the Freelancer Escrow Account, Formwork Escrow will release to Client all Escrow funds associated with the Service Contract.

5. DISPUTE ASSISTANCE PROGRAM

If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, Formwork Marketplace provides this Dispute Assistance Program as a mechanism to resolve disputes between Clients and Freelancers, as described in the Dispute Assistance Program. Arbitration Services for Fixed-Price Contracts If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4 and the Dispute Assistance Program, Client and Freelancer will be offered Arbitration services. Arbitration services consist of Client and Freelancer each making a non-refundable payment (each, an “Arbitration Payment”) to Formwork Escrow and providing information and evidence to the arbitrator selected by Formwork Escrow. Client and Freelancer agree to cooperate with the Dispute Assistance Team and the arbitrator. Formwork Escrow reserves the right to reject, suspend, or discontinue Arbitration for any Fixed-Price Contract at any time, for any reason. If Arbitration is rejected, suspended, or discontinued for any reason, Client and Freelancer may pursue their claims independently, but Formwork will have no further obligation in this regard. Client and Freelancer agree that the decision of the arbitrator will be final and binding, and Formwork are authorized to, and will, release Escrow funds in accordance with the arbitrator’s decision. If the arbitrator finds that Client is the prevailing party in the arbitration, Client will not be entitled to recover more than the amount held in Escrow for the applicable Fixed-Price Contract. If the arbitrator finds that Freelancer is the prevailing party in the arbitration, Freelancer will not be entitled to recover more than the amount held in Escrow for the applicable Fixed-Price Contract. Without limiting any provision of the User Agreement, Client and Freelancer agree that the Dispute Assistance Program set forth in this Section 5 is their sole recourse in relation to disputes for Fixed-Price Contracts.

6. TERMINATION OF ESCROW INSTRUCTIONS

These Escrow Instructions will remain in full force and effect with respect to a Fixed-Price Escrow Account until all Escrow funds associated with the Fixed-Price Escrow Account have been released in accordance with Section 4 or Esrow funds associated with the Fixed-Price Escrow Account have been refunded to Client.

7. ARBITRATION

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

Any Arbitration under this Section 7 will be conducted by a neutral third-party Arbitration service (the "Arbitration Service Provider"), Ejudicate, Inc. d/b/a BRIEF, unless Formwork Marketplace chooses another Arbitration service.

7.1 ARBITRATION INITIATION PROCEDURE

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

Formwork Marketplace Escrow Disputes:

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

a. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not respond to Formwork Marketplace’s Notice of Non-Resolution within 7 calendar days, the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Formwork Marketplace may provide contact information on file of Client or Freelancer, consistent with Formwork Marketplace’s Privacy Policy. b. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to submit the Arbitration Payment, or does not respond within 7 calendar days of the Notice of Non-Resolution, the participating party may pay the full Arbitration fee for both parties to proceed to Arbitration. In the event that the participating party pays the full Arbitration fee for both parties, Freelancer and Client agree to proceed to binding Arbitration pursuant to the process listed below and further agree that the non-prevailing party will be responsible for paying any costs and fees incurred by the prevailing party in the Arbitration, as determined by the Arbitrator and included in the Arbitration award. If the participating party does not wish to pay the full Arbitration fee for both parties, the Escrow Dispute ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Formwork Marketplace may provide contact information on file for Client or Freelancer, consistent with Formwork Marketplace’s Privacy Policy. Arbitration Instructions: If both parties timely submit the Arbitration Payment, or if one party elects to pay the full Arbitration fee for both parties, Formwork Marketplace will instruct the parties on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated the Arbitration, Formwork Marketplace will provide the Arbitration Service Provider with relevant documentation, including information collected in the Escrow Dispute or Dispute Mediation process and contents of the Contract Room. The scope of Arbitration may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released.

7.2 AUTHORIZATION TO COLLECT ARBITRATION FEES

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

7.3 LIMITATIONS PERIOD FOR ARBITRATIONS

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

7.4 ARBITRATION AWARD

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

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

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

9. NOTICES

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

10. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

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

11. ABUSE

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

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

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

If a Client and a Freelancer enter into an Any Hire Contract, these Any Hire Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Any Hire Contracts. Service Contracts are governed by the applicable escrow instructions. Stripe is used as the platform for holding money in escrow and carrying out

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 only apply to Any Hire Contracts.

1. DIGITAL SIGNATURE

By clicking to accept an Any Hire Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the Any Hire Contract, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Freelancer agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions.

2.1 Any Hire Fixed-Price Contracts

Client agrees to deposit funds to the Any Hire Contract Escrow Account on a biweekly basis the amount of any milestone(s) or the full amount of the Any Hire Contract if there is only one milestone for each active fixed-price Any Hire Contract during the biweekly billing cycle. Any funds deposited by Clients remain in the Any Hire Contract Escrow Account until they are released to the Freelancer Escrow Account or released to the Client. Formwork Escrow will not release funds held in escrow except as described in these Escrow Instructions.

2.2 RELEASE AND DELIVERY OF AMOUNTS IN ESCROW Client and Freelancer irrevocably authorize and instruct Formwork Escrow to release applicable portions of the Any Hire Contract 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. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. 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.

3.1 RELEASE CONDITIONS

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

For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work submitted by Freelancer for approval.

For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work performed, but not yet submitted by Freelancer for approval.

For fixed-price Any Hire Contracts, Client does not take any action for 14 days from the date Freelancer submits the milestone or Fixed-Price Contract work for approval, in which case Freelancer and Client agree that Formwork Escrow is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with the applicable milestone(s) in connection with such Release request.

For fixed-price Any Hire Contracts, Freelancer cancels the contract before a payment has been released to Freelancer, in which case the funds are to be returned to the Client.

For fixed-price Any Hire Contracts, Client cancels the contract before a payment has been released to Freelancer and Freelancer approves the request or takes no action within 7 days, in which case the funds are to be released to the Client.

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

Issuance of the 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 Formwork Marketplace's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Formwork 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.

INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Formwork Escrow and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Formwork Escrow and its wholly owned subsidiaries 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, Formwork Escrow will transfer funds to the Freelancer and that Formwork Marketplacehave 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 Formwork Escrow or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to Freelancer using the Site. To make such a payment to a Freelancer, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Freelancer, Client irrevocably instructs Formwork Escrow to and Formwork Escrow will release escrow funds to Freelancer.

REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. Formwork Marketplace will hold funds in the Any Hire Contract Escrow Account until a Release Condition, as defined in Section 3.1 is fulfilled. If there are no funds in escrow, Freelancer may issue a refund via the Formwork Marketplace platform up to the full amount paid on the Any Hire Fixed-Price Contract.

EXCLUSIONS

Formwork Marketplace’s Dispute Assistance Program and Payment Protection Programs do not apply to Any Hire Contracts. Formwork Marketplace, Formwork Escrow, and Affiliates do not guarantee that Freelancer will be paid by Client. Upon occurrence of a Release Condition, as defined in Section 3.1, Formwork Escrow can release only the amount of funds that have been deposited by Client to the Any Hire Contract Escrow Account. Formwork Marketplace, are under no circumstances liable to Freelancer for payment for Client’s failure to deposit funds to the Any Hire Contract Escrow Account to cover payment to Freelancer.

NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Formwork Marketplace to the User’s registered.