Terms of service
(Effective March 1, 2009)
Transmachina AB (Sweden) makes the Site available as an online venue where Buyers and Service Providers (as such terms are defined below) locate and collaborate with each other and take advantage of the following services (collectively, the "Services"):
Connection Services. The Site is a venue where:
(1) Buyers post project descriptions ("Projects") to receive proposals or conduct searches and locate, connect with, choose, and engage Service Providers for Projects directly; and
(2) Service Providers advertise their capabilities, bid on Projects, respond to inquiries, and locate, connect with and engage to provide their Services directly to Buyers. In providing this venue, Sprawk does NOT source or deliver Projects. Sprawk only provides the venue for Buyers and Service Providers to find and contract with each other for Projects.
Transaction Services. The Site is a venue where Sprawk provides to Buyers and Service Providers certain automation, quality control, collaboration, feedback, and billing and payment tools, dispute assistance, and other Services (collectively, "Transaction Services").
Package Services. The Site is a venue where:
(1) Buyers can also purchase certain pre-defined service packages ("Package Services") directly from Sprawk and Sprawk sources these packages from select Service Providers; and
(2) select Service Providers can provide Package Services sourced and engaged by Sprawk to Buyers. Unlike Projects, where Buyers and Service Providers find and contract with each other, in the case of Package Services Sprawk actually sources and delivers Package Services for Buyers.
Our Services are available only to legal entities and individuals in business who can form legally binding contracts. To register for an Account with Sprawk and become a Member, you must accept all of the terms and conditions in, and linked to, the Terms of Service. Sprawk reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.
To become a Member and use the services available from the Site you must register for an "Account". You will provide true, accurate and complete information as prompted by the registration form, and update such information to maintain its truth, accuracy and completeness. You must safeguard the Member ID and password you use to access this Site. We may rely on any use of the Site with your Member ID and password as authorized by you.
When a Buyer makes a payment to a Provider, Sprawk deducts a Service Fee earned for providing the Sprawk Services, plus a Payment Processing Fee to cover expenses incurred with third-party payment processors such as credit card companies, PayPal, and banks. Sprawk transfers the remaining payment amount to the Provider. The total amount of the Service Fee plus the Payment Processing Fee varies according to the Provider's volume.
Buyers: By visiting or using the Site you agree to use Sprawk to make all payments to Providers you identify on the Site, so that Sprawk can collect its Service Fee. You also acknowledge and agree that Sprawk earns its Service Fee on all payments to a Provider you identify on Sprawk in the first 12 months after you identify the Provider through the Site, regardless of whether you make the payments through Sprawk or not. You agree not to take any action directly or indirectly to circumvent these fees. After 12 months, our Service Fee for payments to the Provider applies only if the payment is made through the Payment Service.
Providers: By visiting or using the Site, or by communicating with Buyers identified through the Site, you agree to use Sprawk to receive all payments you receive from Buyers you identify on the Site, so that Sprawk can collect its Service Fee. You also acknowledge and agree that Sprawk earns its Service Fee on all payments from a Buyer you identify on Sprawk in the first 12 months after you identify the Buyer through the Site, regardless whether you receive the payments through Sprawk or not. You agree not to take any action directly or indirectly to circumvent these fees, and to pay additional fees that apply as described on the Site and in the Site Policies. After 12 months, our Service Fee for payments from the Buyer applies only if the payment is made through the Payment Service.
Sprawk makes the Site available as an online venue where Buyers and Service Providers locate and connect with each other and take advantage of the Services. With the exception of Packages as described below, Sprawk is not involved in the dealing and contracting between Buyers and Service Providers, or in the Service Providers' delivery of Provider Services to Buyers. Sprawk has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Members, the ability of Service Providers to deliver Provider Services, the ability of Buyers to pay for Provider Services, or that a Buyer or Service Provider can or will actually complete a transaction.
Upon acceptance of a bid, the Buyer agrees to purchase, and the Service Provider agrees to deliver, the Provider Services in accordance with the bid, the Terms of Service, and any other contract uploaded to the Site by the parties (collectively, the "Member Contract"). You agree not to enter into any contractual provisions in conflict with the Terms of Service. Any provision of a Member Contract in conflict with the Terms of Service is void. The Buyer and Service Provider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract. Furthermore, the Buyer and Service Provider each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of the foregoing covenants and agreements. The Buyer and the Service Provider therefore agree that Sprawk has the right to take such actions with respect to the Member Contract, including without limitation suspension, termination, or legal actions, as Sprawk in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.
By registering as a Member, you acknowledge and agree that whenever you use our Connection Services you locate, choose, connect with and engage directly other Members of the Site to receive or deliver Projects in accordance with the Terms of Service. Sprawk is not involved in the dealing or contracting between Buyers and Service Providers for Projects, or in the Service Providers' delivery of Projects to Buyers. Sprawk is not a party to any contract for any purchase and sale of Projects or any other Provider Services on the Site. All rights and obligations for the purchase and sale of any Projects are solely between Buyers and Service Providers. Each Buyer and Service Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Projects in accordance with the Terms of Service and any other terms, conditions, representations, or warranties associated with such dealings.
By using the Package Services, each Buyer agrees to deal and contract with Sprawk pursuant to the terms and conditions available at Ordering Packages in Site Policies.
Each Member is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Services from and by independent contractors.
The Site contains a directory of Service Providers. The directory is populated with information from third party sources, from Service Providers themselves and from other Members. Sprawk provides this directory as a convenience and does not confirm or verify the information contained in it.
Sprawk makes available to Members on the Site various Services provided by third parties to verify a Member's identity or credentials ("Verification Service Providers") or provide testing services ("Testing Service Providers"). Sprawk has no editorial control over such content. Sprawk is not responsible for and does not monitor content for accuracy or reliability. Any opinions, advice, statements, Services, offers or other information or content express or made available by third parties, including information providers, Testing Service Providers, Members and Verification Service Providers, are those of the respective author(s) or distributor(s) and not of Sprawk. Sprawk neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized Sprawk employees acting in their official capacities. Sprawk does not confirm or verify if a Service Provider claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.
The Site may contain links to other Web sites or resources. You acknowledge and agree that Sprawk is not responsible or liable for: (i) the availability or accuracy of such Sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked Site. You use the links at your own risk.
The Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchiser-franchisee, employee-employer, partnership or joint venture between you and Sprawk, except and solely to the extent expressly stated.
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site without the prior express written permission of Sprawk and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.
THE SERVICES PROVIDED BY SPRAWK HEREUNDER ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) €100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
If you have a dispute with another Member, you release Sprawk (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You hereby waive California Civil Code §1542 (and any analogous law in any other applicable jurisdiction), which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You agree to defend, hold harmless and indemnify Sprawk from and against any and all losses, costs, expenses, damages or other liabilities incurred by Sprawk from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Sprawk: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Service Provider; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Service Provider. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
Subject to and conditioned on compliance with the Terms of Service, Sprawk grants you a limited license to access and, if you are a Member, to use this Site internally for the purpose of ordering and receiving the Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of Sprawk or the rights holder. You must not use any content of this Site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Sprawk.
Sprawk and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. The Sprawk logo and name are trademarks of Transmachina AB, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in the Terms of Service confers any license under any of Sprawk's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.
If you have any questions, suggestions, reports of problems or complaints regarding any Sprawk Services, your use of the Site, the conduct of or purchase, sale, delivery, or payment of or for Services by or from any Member, please contact Customer Service.
Unless you otherwise indicate in writing to Customer Service, Sprawk will communicate with you by email or by posting communications on this Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Sprawk sends it to the email address you have provided to Sprawk on this Site, or when Sprawk posts such communication on this Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Sprawk regarding violation, dispute or complaint within two business days, Sprawk will have the right to terminate or suspend your Project or your registration.
All notices to Sprawk intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
Transmachina AB, Post box 19042, Stockholm 10432, Sweden
Such notices to Sprawk are deemed effective upon receipt.
If a dispute arises between you and Sprawk, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and Sprawk agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Sprawk Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between Member and Sprawk." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Service.
The Terms of Service are governed in all respects by the laws of the Sweden without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Sprawk must be resolved by a court located in Stockholm, Sweden, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within Sweden for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.
For any claim arising between you and Sprawk (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than €10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.
Should you file a claim contrary to this section entitled "Resolution of Disputes Between Member and Sprawk," Sprawk will be entitled to recover attorneys' fees and costs up to €2,000, provided that Sprawk has notified you in accordance with the Terms of Service of the improperly filed claim, and you have failed to promptly withdraw the claim.
This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by Sprawk or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party. In such event, (i) Sprawk shall continue to perform those Sprawk Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay Sprawk and any Service Providers for any Services for which you have engaged from Sprawk or such Service Providers in order to complete any such transactions.
Without limiting Sprawk's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your registration or a Project, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Sprawk or are contrary to the interests of the Site or the Sprawk user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.
Without limiting Sprawk's other remedies, to the extent you engage in actions or activities which circumvent the Sprawk Site or otherwise reduce fees owed Sprawk under the Terms of Service, you will pay Sprawk for all fees owed to Sprawk and reimburse Sprawk for all losses and costs (including any and all Sprawk employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
When your membership is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and bids. The provisions entitled "Warranty Disclaimer," "Limitation of Liability," "Release," "Indemnity," "Intellectual Property," "Notices and Communications," "Resolution of Disputes between Member and Sprawk," "General," "Audit Provisions and Maintaining Records" and "Billing and Payment Services" will survive termination of this Agreement.
You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member registration status to all Members, including both yourself and other Members who are participating in Projects with you. You therefore agree as follows: IN THE EVENT SPRAWK SUSPENDS OR TERMINATES YOUR REGISTRATION, SPRAWK WILL HAVE THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.
Transmachina AB, located in Stockholm, Sweden, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Sprawk to resolve a complaint regarding any aspect of service relating to this Site by writing to the above address, or contact us at Customer Service.
As used throughout the Agreement:
"Account" means the Sprawk Account you open when you register to become a Member and use the Services.
"Buyer" means a Member that investigates and purchases Provider Services.
"Sprawk Services" means any of the above Services that are delivered by Sprawk.
"Member" means a person or legal entity that registers for an Account.
"Service Provider" means a Member that offers and delivers Provider Services.
"Provider Services" means all Projects and any other Services delivered by Service Providers.
"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Member or User.
"you" means a Visitor or Member accessing the Site or using the Services on his or her own behalf; or, if the Services are used on behalf of a company or organization, "you" means the Member for which the Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Sprawk will not be considered to have modified or waived any of our rights or remedies under the Terms of Service unless the modification or waiver is in writing and signed by an authorized representative of Sprawk. No delay or omission by Sprawk in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of the Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Service to anyone without the express written permission of Sprawk, and any attempt to do so will be null and void. Sprawk may assign this Agreement in its discretion.
Except for the payment of fees to Sprawk, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service (including the Site Policies listed and available by hyperlink below) comprise the entire agreement between you and Sprawk with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.
BILLING AND PAYMENT SERVICE TERMS AND CONDITIONS
In addition to the Eligibility requirements described in the Terms of Service, Sprawk's mandatory Billing and Payment Service (the "Payment Service") is intended for business use. You must establish an Account primarily for business, and not primarily for personal, family, or household purposes.
To pay for Services using the Payment Service, you must be a Member that holds a valid credit card issued by a bank acceptable to Sprawk or a Member that holds a Verified PayPal account.
Funds in an Account may be used to pay Service Providers, to pay Project posting fees, Package fees, Transaction fees, Membership fees, Connect fees, and Wire Transfer fees.
A Buyer may add funds to its Account by any of the methods available on the Payment Service Web pages. The Buyer must reasonably intend that such amounts will be used to pay Sprawk or Service Providers for Services purchased through the Site.
A Service Provider may add to its Account by directing that Buyers' payments for Services purchased on the Site and received through the Payment Service be added to their Account, or by any of the methods available on the Payment Service web pages. In the case of methods other than receiving Buyers' payments for Services purchased on the Site, the Service Provider must reasonably intend that such amounts will be used to pay Membership fees, Connect fees, Transaction fees or Wire Transfer fees as provided in the Terms of Service.
Sprawk provides the Payment Service and requires you to use it to make all payments to Sprawk, and to request and make payments to and accept payments from other Members, for the purchase and sale of Services through the Site. Solely for purposes of the Payment Service, and not for any other Services available through the Site, Sprawk acts as your agent based upon your direction and your requirements to perform tasks on your behalf. Sprawk will at all times hold your funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose.
As a Buyer, you agree not to pay invoices for Provider Services unless the invoices are originated from the Sprawk Payment Service, and as a Buyer you acknowledge that you are not obligated to pay invoices unless the invoices are originated from the Sprawk Payment Service. As a Service Provider, you agree to send Buyers invoices for Provider Services only through requests for payment on the Sprawk Payment Service, and you agree to use this system for all Sprawk-originated business, whether first-time, repeat or follow-on. As a Service Provider, you agree that a Buyer is not obligated to pay invoices for Provider Services unless you originated the request for payment through the Sprawk Payment Service.
You acknowledge that: (1) Sprawk is not a bank and the Payment Service is a payment service rather than a banking service; and (2) Sprawk is not acting as a trustee or fiduciary with respect to your funds, but is acting only as an agent and custodian. (3) SPRAWK IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. In addition, your Account will not constitute an escrow.
By initiating invoices and sending payments through the Payment Service or adding funds to your Account, you appoint Sprawk as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Agreement. Each Service Provider must properly discharge and credit Buyers for all payments Sprawk receives through the Payment Service from such Buyers.
Sprawk acts as a payment service provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. Sprawk does not have any control over the Provider Services purchased or sold with the Payment Service, nor whether a Buyer or Service Provider you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute Sprawk your agent with respect to any Provider Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in the Terms of Service.
You agree that you will not receive interest or other earnings on the funds in your Account or that Sprawk otherwise handles as your agent. Sprawk may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking Services or other compensation in respect of any balances in Accounts.
To request payment from a Buyer, you must use the Payment Service and you must follow the instructions and Payment Service links on the Site and provide the information requested. By requesting payment you authorize us to bill such Buyer and receive payments from the Buyer on your behalf in the amounts stated on the applicable Payment Service web page.
As a Service Provider, you acknowledge and agree that when you instruct Sprawk to request payment from a Buyer using the Payment Service, such instruction: (1) is a representation that you have completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to Sprawk to invoice and accept payment from the Buyer on your behalf. Once Sprawk has charged the Service Provider, Sprawk may be subject to charge back if the Buyer's credit card company or PayPal believes the above representations have been breached. As a Service Provider, you therefore agree, as a condition of using the Payment Service, that if the Buyer's credit card company or PayPal successfully charges back any amount to Sprawk for any reason, you hereby agree to repay Sprawk for such amounts, plus reasonable attorney fees and costs of collection, and Sprawk reserves the right to terminate Service to you in addition to all other rights available to Sprawk.
To pay a Service Provider, you must use the Payment Service and you must follow the instructions and Payment Service links on the Site and provide the information requested. Unless you have a balance in your Account, Sprawk will ask to charge your credit card or PayPal for the necessary amount. By providing us with your credit card information, you authorize us to charge such credit card for the amounts stated on the applicable Payment Service web page.
As a Buyer, you acknowledge and agree that when you instruct Sprawk to pay a Service Provider using the Payment Service, such instruction: (1) is a representation that the Service Provider has completed the applicable Services fully and satisfactorily, and (2) constitutes an irrevocable instruction to Sprawk to pay the Service Provider. Once Sprawk has paid funds to the Service Provider, Sprawk 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 Sprawk for any reason. In the event you do, you hereby agree to repay Sprawk for such amounts, plus reasonable attorney fees and costs of collection, and Sprawk reserves the right to terminate Service to you in addition to all other rights available to Sprawk.
Your use of the Payment Service constitutes your agreement to pay for any amounts which you authorize us to charge against your Account and, as appropriate, your credit card or PayPal. Such payments, once authorized, ARE FINAL.
Sprawk reserves the right to seek reimbursement from you as a Service Provider, and you will reimburse Sprawk, if Sprawk discovers erroneous or duplicate transactions, or Sprawk receives a charge-back from any Buyer's credit card issuer or PayPal for any reason. Sprawk may obtain such reimbursement by charging the applicable Service Provider's Account, deducting amounts from future payments owed to the Service Provider, charging such Service Provider's credit card, or obtaining reimbursement from such Service Provider by any other lawful means. Failure to pay for reimbursements of charge-backs is cause for termination of Services.
The Payment Service operates in Euros and therefore Sprawk is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than Euros, nor is Sprawk responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or ACH to and from your Account.
To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Payment Service Web pages. Any such requests shall be subject to the conditions and restrictions contained in the Payment Service Web pages or Terms of Service. Notwithstanding any other provision of this Billing and Payment Service Terms and Conditions, if we determine in our sole discretion that a Member has violated the Payment Service Web pages or Terms of Service, we may refuse to process the withdrawal.
Sprawk will make funds deposited in your Account generally available for you to use or withdraw. Sprawk reserves the right, at its sole discretion, to place a hold on funds for Buyer payments to clear, or if Sprawk suspects monies may be subject to charge back or if fraud is suspected. Sprawk will release a hold as soon as practical.
Agreement to Pay
If, for any reason, Sprawk does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other Sprawk Services, you agree to pay such amount immediately upon demand by Sprawk. You also agree to pay any interest charges, attorney's fees and other costs of collection incurred by Sprawk in collecting from you the authorized but unpaid amount. In such case, Sprawk may, at its option, stop processing any further payments made by you and apply any amounts then held by Sprawk 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 Sprawk Service. 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.
Any disputes in connection with Services provided by Service Providers or payments made by Buyers remain between such Buyers and Service Providers. By using the Payment Service, you agree to follow the Dispute Assistance Policy. You further acknowledge that Sprawk will not be a party to any such dispute. Sprawk will attempt to contact both parties to try to re-establish communication between the two of you to encourage settlement of the dispute pursuant to the Dispute Assistance Policy, but Sprawk will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. Sprawk 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 Service Provider.
Sprawk reserves the right to seek reimbursement from any Service Provider and Service Provider will reimburse Sprawk if Sprawk discovers erroneous or duplicate transactions or receives a charge-back from any Buyer's credit card issuer for the amount of such Buyer's purchase from such Service Provider. Sprawk may obtain such reimbursement by deducting from future payments owed to such Service Provider, by reversing any credits to such Service Provider's bank Account, by charging such Service Provider's credit card or by seeking reimbursement from such Service Provider by any other lawful means.
If you have any questions, suggestions or reports of problems regarding the Payment Service, please contact Customer Service.
Buyer and Service Provider may establish an "Escrow" with Sprawk pursuant to the Business Terms page at the Site, to provide for the retention, administration, and controlled release of the escrowed funds in accordance with the Business Terms and subject to and conditioned on these Escrow Terms and Conditions. All references to the Escrow in these Escrow Terms and Conditions will include the initial Funding Approval and any additional Funding Approval for the Project.
When Buyer Submits a Funding Approval on the Site, Buyer will be deemed to have irrevocably authorized Sprawk to use the Payment Service to charge Buyer's Account and, as appropriate, Buyer's credit card in the amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow Account for the Project. In the event Sprawk cannot collect such amount for any reason, Sprawk will have no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until Buyer submits the initial Funding Approval with Sprawk, Sprawk will have no obligation with respect to the Escrow. OTHER THAN CHARGING BUYER'S ACCOUNT AND, AS APPROPRIATE, BUYER'S CREDIT CARD, SPRAWK WILL HAVE NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE ESCROW OR ANY ADDITION TO SUCH ESCROW.
Buyer's Submission of Funding Approval for an Escrow constitutes Buyer's agreement to pay the amounts Buyer authorizes Sprawk to charge against Buyer's Account and, as appropriate, Buyer's credit card. Such payments, once authorized, ARE FINAL, and amounts in the Escrow will be released only pursuant to these Escrow Terms and Conditions.
Sprawk will use funds deposited in the Escrow Account only in accordance with these Escrow Terms and Conditions. Sprawk will at all times hold funds in the Escrow Account separate from its corporate funds, will not use funds in the Escrow Account for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of a bankruptcy or for any other purpose. These Escrow Terms and Conditions are supplementary to the Business Terms and to any other agreement between Buyer and Service Provider concerning the Project.
YOU ACKNOWLEDGE THAT SPRAWK IS NOT A BANK, AND AMOUNTS DEPOSTED IN THE ESCROW ACCOUNT ARE NOT INSURED DEPOSITS. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. Sprawk may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Escrow Accounts.
Buyer and Service Provider may access current information regarding the status of the Escrow on the Site.
Sprawk is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Service Provider or Buyer only pursuant to one or more Release Conditions provided below. Service Provider and Buyer authorize Sprawk to use the Payment Service to deliver the amount of any Release, and to withhold from Service Provider those amounts Sprawk is entitled to withhold pursuant to the Payment Service.
As used in these Escrow Terms and Conditions, "Release Conditions" means any of the following:
Buyer's or Service Provider's Approval of a Release on the Site
Buyer's or Service Provider's failure to timely upload to the Site Contrary Instructions pursuant to the Dispute Assistance Process below
Buyer's and Service Provider's delivery of joint written instructions to Sprawk
The final binding determination of an arbitrator from which appeal is not taken
The final binding order of a court from which appeal is not taken
For any dispute arising between Buyer and Service Provider regarding an Escrow (excluding disputes involving claims for injunctive or other equitable relief) Buyer and Service Provider will pursue resolution of the dispute in accordance with the following steps:
1. Dispute Notice Form. If Service Provider or Buyer has requested a Release on the Site, and the other party has not approved such Release within five business days after such request was posted on the Site, then the Service Provider or Buyer that requested the Release has the right to upload to the Site a completed Dispute Notice Form as made available by Sprawk on the Self-Mediation Help page.
2. Contrary Instructions. In the event Service Provider or Buyer uploads a completed Self-Mediation Form to the Site requesting a Release, the other party will have three business days to respond in the PMB with contrary instructions ("Contrary Instructions") before Service Provider or Buyer can make a request to Sprawk for assistance. Contrary Instructions means a good faith written representation: (1) If by Buyer, that Buyer has not received all Milestone Deliverables required for a Release pursuant to the Business Terms, or (2) If by Service Provider, that Service Provider has delivered all Milestone Deliverables required for a release.
3. Failure to Upload Contrary Instructions. In the event Buyer or Service Provider does not upload Contrary Instructions to the Site within three business days following Service Provider's or Buyer's original upload of the Dispute Notice Form to the Site, Service Provider or Buyer will notify Sprawk of such failure. Sprawk will then notify the Buyer or Service Provider and require a response to the Dispute Notice Form. If Buyer or Service Provider does not respond to Sprawkwithin five business days of Sprawk's demand then Buyer and Service Provider will be deemed to have agreed to the Release sought in the Dispute Notice Form and in accordance with such Dispute Notice Form either: (1) Buyer and Service Provider will be deemed to have authorized and instructed Sprawk to, and Sprawk will, make the Release to the Service Provider or (2) Service Provider and Buyer will be deemed to have authorized Sprawk to, and Sprawk will, make the Release to the Buyer, as the case may be.
4. Response to Contrary Instructions. In the event Buyer or Service Provider timely uploads Contrary Instructions to the Site, Service Provider or Buyer will have the right within three business days to upload a good faith response. The Buyer and Service Provider will have the right to upload and respond, with the goal of resolving in good faith any dispute and delivering joint written instructions to Sprawk concerning a Release. Buyer and Service Provider will not terminate such discussion and negotiation prior to the earlier to occur or delivery of joint written instructions to Sprawk concerning a Release, or the date 15 business days following Service Provider's original upload of the Dispute Notice Form.
5. Dispute Assistance Process. In the event Buyer and Service Provider fail to resolve any dispute through the Self-Mediation process within 15 business days following Service Provider's or Buyer's original upload of the Dispute Notice Form, the Service Provider or Buyer will follow the Dispute Assistance Policy.
During the Dispute Assistance Process, Sprawk will continue to hold the Escrow without Release pending a Release Condition.
Upon any Release, the Escrow will terminate as it relates to the portion of the Escrow Account so released. Upon final Release of the final milestone the entire Escrow Account will terminate.
Your Authorization of release of any amount in the Escrow Account constitutes your agreement to release such amounts from the Escrow. Such releases, once authorized, ARE FINAL.
Sprawk undertakes to perform only such duties as are expressly set forth in these Escrow Terms and Conditions and no other or further duties will be implied. Sprawk will have no liability under and no duty to inquire as to the provisions of any agreement other than the Business Terms and these Escrow Terms and Conditions. Sprawk will be under no duty to inquire into or investigate any agreement or communication between Buyer and Service Provider, even if uploaded to the Site. Sprawk may rely upon and will not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. Sprawk will be under no duty to inquire into or investigate the validity, accuracy or content of any such document. Sprawk will have no duty to solicit any payments or Releases which may be due to or from any Escrow Account. Sprawk may execute any of its powers and perform any of its duties under these Escrow Terms and Conditions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Sprawk will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Sprawk is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of these Escrow Terms and Conditions, it will be entitled to refrain from taking any action and its sole obligation will be to keep safely all property held in Escrow until it is directed otherwise in writing by Buyer and Service Provider or by a final order or judgment of an arbitrator or court of competent jurisdiction.
Sprawk may resign and be discharged from its duties or obligations under these Escrow Terms and Conditions by giving 20 days advance notice in writing of such resignation to Buyer and Service Provider specifying a date when such resignation will take effect. Any corporation or association into which Sprawk may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the online marketplace or Payment Service business of Sprawk may be transferred, will succeed to all the rights and obligations of Sprawk as escrow agent under these Escrow Terms and Conditions without further act.
The Escrow will terminate automatically upon Release of all funds in the Escrow Account. Sprawk reserves the right to terminate the Escrow, for any reason, by providing Buyer and Service Provider 20 days written notice.
Upon termination of the Escrow, the remaining provisions of the Terms of Service will survive, including, without limitation, obligations to pay Sprawk any amounts, provisions concerning dispute assistance, limitation of liability, and indemnification obligations.
If Service Provider or Buyer intends to obtain an order from any arbitrator or any court, which order might direct Sprawk to take, or refrain from taking any action with respect to the Escrow, that party will: (1) give Sprawk at least five business days prior notice of the hearing; (2) include in any such order a provision that, as a precondition to Sprawk's obligation, Sprawk be paid in full for any amounts to which Sprawk would otherwise be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.
These Escrow Terms and Conditions are intended solely for the benefit of Buyer, Service Provider, Sprawk, and their respective permitted successors and assigns, and no other person or entity swill have or acquire any right by virtue of these Escrow Terms and Conditions unless otherwise agreed to by Buyer, Service Provider, and Sprawk.
These Escrow Terms and Conditions will be binding upon and inure to the benefit of the successors and assigns of Buyer, Service Provider, and Sprawk. However, Sprawk will have no obligation in performing these Escrow Terms and Conditions, to recognize any successor or assign of Buyer or Service Provider unless Sprawk receives clear, authoritative, and conclusive written evidence of the change of such parties.
Removal of Material for Which Copyright Infringement is Claimed
Sprawk has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. If you believe your copyrights are being infringed by a user of the Services available at the domain and sub-domains ofsprawk.com, please fill out a Notice of Infringement form and attach it in an email to Sprawk Copyright Infringement Notices at firstname.lastname@example.org.
The information requested by the Notice of Infringement form substantively complies with the safe harbor provisions of the US Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A), which provides:
To be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
Information reasonably sufficient to permit the service provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.
Please provide a Notice of Infringement form each time you wish to report alleged acts of infringement and email it to the address provided.
You agree to provide true, accurate and complete information as prompted by the Registration form, and to update this information to maintain its truthfulness, accuracy and completeness. Sprawk may suspend or terminate your Account if information you provide is not complete or accurate.
You agree to safeguard the User ID and password you use to access this Site. You authorize us to assume that any person using the Site with your User ID and password either is you or is authorized to act for you. Further, your Sprawk Account (including feedback) and User ID may not be transferred or sold to another party.
You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Services, bidding on a posted Project, posting your profile and providing feedback). You agree to use good judgment when posting information, remarks or other content regarding other Users, Members, Buyers, Service Providers, Sprawk or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Buyers, Service Providers, Sprawk or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the Sprawk Site. Sprawk is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Sprawk is not responsible for and does not monitor or censor content for accuracy or reliability. Sprawk reserves the right to remove or restrict access to any information, content or project posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if Sprawk considers such information or content to be in violation of the Terms of Service. You agree NOT to do any of the following on the Site:
- Post any project, submit any bid or proposal, or otherwise use Sprawk to transmit any content or conduct any transaction that would violate any applicable law or regulation in the European Union, the U.S. and any other country.
- Post any Projects that are fake, posted without the intention to award or complete the project or posted only to receive pricing information.
- Post any Projects that offer commission or equity compensation.
- Post any project, bid, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
- Post any project, bid, proposal, deliverable or transmit any content related to or containing any adult or sexually explicit material.
- Post Projects related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers.
- Post advertisements, solicitations or offers of full-time employment.
- Post false or misleading information about a product, service or service request.
- Post logos, seals or slogans from third parties on the Site unless such material is provided by Sprawk or a Sprawk partner, or you have received express written permission from Sprawk to display such third-party logo, seal or slogan.
- Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory or disparaging.
- Post or transmit unprofessional or offensive comments about a User, Member, Service Provider, Buyer, Sprawk or any third party.
- Post any project, submit any bid or proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work; for example by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
- Suggest or solicit another User to contact you directly in order to buy or sell Services outside of Sprawk.
- Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
- Tamper with postings of other Users, Members or Sprawk.
- Solicit or gather any User's or Member's information available from the Site, such as other Usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
- Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
- Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from Sprawk.
- Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
- Post Projects that violate the Terms and Conditions of other companies.
- Frame or link to the Site except as permitted in writing by Sprawk.
- Impersonate or misrepresent your affiliation with any person or entity.
- Require or request that a Service Provider deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
- Repeat any action after you receive warning or request to desist from Sprawk, whether or not that action is explicitly prohibited in the policies stated on the Site.
- Fail to respond to an email from Sprawk regarding violation, dispute or complaint within two business days.
- Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
- Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
- Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from Sprawk.
- Select a Buyer or Service Provider on the basis of religion, sex or race.
- Violate a request by Sprawk to not post Projects deemed by Sprawk in its sole discretion to be contrary to the interests of the Site or the Sprawk User community.
- Violate any other policies stated on the Site.
Violation of these rules may result in suspension or termination of your Account, in addition to all other remedies available to Sprawk or other Users or Members. If you are aware of a potential violation, please contact Customer Service. In order to operate the Site, Sprawk must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials to publicly visible areas of the Site, you are granting, or warranting that the owner of such Content has expressly granted a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media or technology now known or later developed.
You agree to: (a) abide by the Terms of Service and the processes and procedures described throughout the Site; (b) be financially responsible for your use of Sprawk and the purchase or delivery of Services; and (c) perform your obligations and complete the transaction as specified by the terms of your project or order, your bid or proposal or your agreed business terms, whichever is more recent, unless such transaction is prohibited by law or by the Terms of Service. Upon acceptance of a bid proposal, you agree to purchase the Services if you are a Buyer, or provide the Services if you are a Service Provider, in accordance with the terms agreed to by the parties, subject to any mutually agreed increase or decrease in project scope. If the scope of the Services to be provided increases beyond the initial scope on the date of acceptance and the billings for the project are larger than initially reported, you agree to report the higher amount through the Sprawk Payment Service and understand that Sprawk's project fee will increase proportionally. As a Buyer, you agree not to pay invoices unless they are originated from the Sprawk Payment Service. As a Buyer you also understand that you are not obligated to pay invoices unless they are originated from the Sprawk Payment Service. As a Service Provider, you agree to send Buyers invoices only through the Sprawk Payment Service, and agree to use this system for all Sprawk-originated business, whether first-time, repeat or follow-on. You understand that for our purposes a Buyer is not obligated to pay invoices unless they are originated through the Sprawk Payment Service.
Sprawk will charge the Buyer a processing fee and a variable fee based on the size of the project. Please visit the Learn More section of the Site, or contact Customer Service with any questions regarding posting a project.
You agree to utilize the following project guidelines:
- Post Projects with clear scope, well-defined deliverables and required time frames. Do not hesitate to contact Customer Service for assistance with posting a project.
- Answer clarifying questions from Service Providers and update the project description.
- Evaluate multiple proposals against criteria important to you such as a Service Provider's work experience, education, portfolio, certifications, references, feedback from prior Buyers, location, communication style and cost.
- Accept a proposal only when it has a clear statement of work, well-defined deliverables and milestones, precise timeframes and payment terms.
- Once you have awarded your project, use MySprawk to manage the project and the Sprawk Private Message Board ("PMB") to maintain an electronic record of all written communication between you and the Service Provider around scope, deliverables, milestones, timeframes, price, feedback, revisions, schedule changes, vacations, availability, delays, acceptance of deliverables and completion of milestones. In the event of a dispute, all written communication on Sprawk, including project post, proposals and bids, business terms and PMB communication will serve as the statement of record.
- Utilize Sprawk's Payment Service to maintain the privacy of your personal financial details; leverage Sprawk's anti-fraud measures; maintain a record of all invoices and payments; and, in the event of a problem, have access to Sprawk's mediation service.
- After the project is completed, leave objective, balanced ratings and feedback.
- If the Service Provider does not complete the project, leave objective, balanced ratings and feedback.
- Sprawk warrants to the Buyer that the Services will be provided using reasonable care and skill. Sprawk expressly does not give the Customer any other warranties whatsoever and excludes any implied warranties to the maximum extent permitted by law.
- Where Sprawk translates any legal or other documents of a technical nature and content, the Buyer fully understands that Sprawk is not an expert in such matters and that no reliance whatsoever can be placed on the translation being completely accurate. It is the Buyer's sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated document. Sprawk shall not be liable for any such reliance, nor any other loss that the Buyer may incur.
- Sprawk will use its best endeavours to deliver the Services within any agreed time, but shall not be liable to the Buyer or be deemed to be in breach of the Terms by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond Sprawk's reasonable control. For the purposes of this clause, the following occurrences shall constitute circumstances which are beyond Sprawk's reasonable control:
- (a) electricity or telecommunication failure of whatever means; or
- (b) acts of god, riot, war, invasion, acts of terrorism, hostilities (whether declared or not), civil war, rebellion, legislation changes, flood, fire or drought.
- Sprawk contracts under these Terms solely with the Buyer and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
- These Terms shall exclusively govern the contract between Sprawk and the Buyer to the express exclusion of all other terms and conditions whatsoever. In the case of Consumer Customers, any statements made by Sprawk or its employees or agents may form the basis any contract made between Sprawk and the Consumer Customer.
Service packages as described on the Site are designed for Buyers who want the convenience of predefined deliverables, fixed prices and assistance from Sprawk. When you order a package, Sprawk gathers your requirements, presents you Service Providers to choose from and monitors the performance of the Service Provider. Please visit the Packages Learn More section on our Site, or contact Customer Service with any questions about available service packages.
Upon ordering a package, you authorize Sprawk to charge your credit card the applicable non-refundable package start fee. You will be deemed to have accepted the service to your satisfaction for the package you ordered ("Acceptance") when either: (1) you inform Sprawk that you are satisfied with the service received; or (2) you fail to either inform Sprawk that you are satisfied or not satisfied with the service received, stating the reasons in writing if you are not satisfied, within 30 days of the time the Service Provider or Sprawk last contacted you (whichever is earlier). Upon Acceptance, you authorize Sprawk to charge your credit card and your Order will be final and non-cancelable.
Upon Sprawk's receipt of payment from you, the Service Provider automatically grants to you all rights to the work product that Service Provider delivered to you for the package.
If anytime prior to Acceptance you inform Sprawk that you are not satisfied with your package Services rendered, Sprawk will: (1) first assist you to find a more satisfactory Service Provider for the package; and (2) if you are still not satisfied with another Service Provider, then Sprawk will refund to you all fees you paid to Sprawk for such package upon your return of all materials and Projects product to Sprawk. The foregoing is the sole and exclusive remedy for failure of a service package to satisfy you.
Sprawk encourages open, complete and professional communication between Buyers and Service Providers. Buyers and Service Providers can use MySprawk, the Private Message Boards ("PMB"), as well as email, chat, and telephone to clarify project descriptions, scope or any specific requirements. Open communication helps Service Providers develop relevant proposals and Buyers make informed award decisions. You are required to use MySprawk to manage Projects and Packages, and are required to use the Sprawk Private Message Board ("PMB") to maintain an electronic record of all written communication including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. Also, transcribe relevant emails, instant messages, telephone or in-person conversations between the Buyer and the Service Provider on the PMB to maintain a record of what is agreed. In the event of a dispute, all written communication on Sprawk, including project posting, proposals and bids, business terms and PMB communication will serve as the record for resolution of the dispute. A communication that is not referenced on the PMB cannot be submitted as evidence in non-judicial dispute resolution after a dispute is reported.
Please note: Sprawk provides the PMB and profile CONTACT INFORMATION section for you to enter your email address, telephone number and instant message IDs. You may not enter your contact information in your bid comments, project descriptions or other sections of your profile outside of the CONTACT INFORMATION section
You acknowledge and agree that the Site will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Sprawk may calculate a composite feedback number based on these individual ratings. Service Providers agree to be rated by Buyers along several criteria, as determined by Sprawk. Sprawk provides its feedback and rating system as a means through which Users can express their opinions publicly, and Sprawk does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to Sprawk's attention. You may be held legally responsible for damages suffered by other Sprawk Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Sprawk is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by contacting Customer Service, and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:
- Leaving fake feedback for yourself or another User or Member such as using a secondary Username or other Sprawk members to artificially raise the level of your own feedback or create negative feedback for another User or Member.
- Feedback threats such as demanding another User or Member to perform a task by threatening to leave negative feedback or withholding deliverables or funds until another User or Member agrees to leave positive feedback or no feedback.
- Feedback solicitation such as offering to sell or buy Services in exchange for good feedback, trading feedback undeservedly or buying feedback.
In order to protect the integrity of the feedback system and protect Users from abuse, Sprawk will consider removing feedback under the following scenarios:
- Feedback or information posted seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-Sprawk related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
- Feedback or information posted contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
- Feedback or information posted is shown to have been left by any User who is in violation of Sprawk's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
- Feedback or information posted is not directly related to transactions conducted through Sprawk.
- Feedback or information posted makes any reference to actions taken or purported to be taken by Sprawk or any law enforcement organization.
- When Sprawk is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal.
- The User who left feedback provided Sprawk with false contact information during the transaction period (as verified by Sprawk) and cannot be contacted by Sprawk.
- The User who left feedback is participating in a Sprawk transaction with the intent of leaving feedback as part of a campaign to harass Sprawk member(s) (as verified by Sprawk).
- Negative feedback that was intended for another User only when the User responsible for the mistaken feedback contacts Sprawk and places the same feedback for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Service to file a feedback review request.
If you wish to provide Services through Sprawk, you must complete the Service Provider registration process and select an appropriate membership program. You agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. Sprawk considers true and accurate location only the primary place from which your Services are rendered. Misleading information about your location, including, but not limited to, using a satellite location in another country, is not allowed on Sprawk. At the beginning of your membership application, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. Sprawk can suspend or terminate your Account upon the discovery that any information you provided or posted is not complete or accurate, or as a result of other violations of the Terms of Service.
To attain "Premier" status as a Service Provider, you must either meet the minimum set of criteria outlined on the Site, or submit an application and pay an application fee. Please see the site for the current Premier status fee. Your application will be reviewed for qualification for Premier status. Qualification is based on your expertise and reputation as determined from sources outside of the Site and acceptance of your application is at the sole discretion of Sprawk. The Premier application fee is non-refundable, regardless of acceptance or denial of your application.
You agree to utilize the following bid proposal guidelines:
- Bid only on Projects that you are a good fit for and you can complete within the Buyer's time frames.
- Help the Buyer clarify his or her needs and fully develop the project scope and deliverables.
- Write a specific, detailed proposal with clear scope, deliverables and milestones.
- Set expectations that you can meet or exceed.
- Specify payment terms that tie to the completion of milestones.
- Specify how change orders will be handled.
- Specify how warranty work will be handled.
When submitting your bid proposal you agree to:
- Submit an accurate bid proposal reflecting your understanding of the scope of the project and the amount of time/effort you plan to commit in order to provide high Buyer satisfaction.
- Submit a new bid/proposal when needed to reflect any changes to price, delivery date or approach, prior to the end of the bidding period.
- Not submit unreasonably low bids or test bids. If you do not have sufficient information about the project, post a message through the "ask the Buyer" feature and request more information, indicating your assumptions regarding the project scope in your bid and making explicit that you will update the bid once you receive more information, or do not submit a bid on the project.
- Not submit proposals or bids that are made with the intent to commit fraud. Doing so will result in immediate termination of your membership.
- Not submit boilerplate, placeholder or generic bids.
- Not offer your Services in exchange for good feedback or for free.
- Respond promptly, within one business day, to private messages from the Buyer.
- Respond promptly, within one business day, to any inquiry from Customer Service.
Violation of these guidelines may result in suspension or termination of the Project or of your Account. If you are aware of a potential violation, please contact Customer Service.
You agree to utilize the following project fulfillment guidelines:
- Once you have been awarded a project, use MySprawk to manage the project and the Sprawk Private Message Board ("PMB") to maintain an electronic record of all written communication between you and the Buyer around scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, vacation, availability, delays, acceptance of deliverables and completion of milestones. Also, transcribe relevant emails, instant messages, telephone or in-person conversations between you and the Buyer on the PMB to maintain a record of what is agreed. In the event of a dispute, all written communication on Sprawk, including project post, proposals and bids, business terms, and PMB communication will serve as the statement of record.
- You will use reasonable care and skill to fulfill the Buyer's project.
- Inform the Buyer of your office hours and committed response time.
- Inform the Buyer if a committed deliverable will be missed, offering an explanation and proposing a revised date.
- Inform the Buyer if you will be unavailable for more than one business day.
- If you are unable to complete the project, alert Customer Service so that Sprawk is aware of the situation and can offer assistance to the Buyer.
- Respond promptly, within 1 business day, to all project-related communication, whether from the Buyer or from Sprawk.
- Utilize Sprawk's Payment Service to maintain the privacy of your personal financial Account details; leverage Sprawk's anti-fraud measures; maintain a record of all invoices and payments; add the project, feedback and transaction amount to your profile; and, in the event of a problem, have access to Sprawk's mediation service.
- Ask that Buyers leave feedback on the Sprawk rating system after the work is completed and report any rating system violation by contacting Customer Service.
- After the project is completed, leave objective, balanced ratings and feedback.
Violation of these guidelines may result in suspension or termination of the Project or of your Account. If you are aware of a potential violation, please contact Customer Service.
Sprawk offers five membership programs. Two are free and three are paid. The two free membership programs are named: Individual Basic and Freelancer Basic. The three paid membership programs are named: Professional, Small Business, and Large Business. Students with sufficient proof of status may qualify for Professional status without charge.
Membership fees can be paid by credit card or through your Sprawk Account. The membership billing period begins on the date that Sprawk receives your payment. Membership fees are calculated from the beginning of that billing period. No refunds of fees already paid will be given. If you provide false or misleading information, Sprawk will have the right to cancel your membership and will not refund the membership fee already paid.
Sprawk automatically renews your monthly membership and charges your credit card or your Sprawk Account. However, 10 days prior to the automatic renewal date Sprawk sends an email notification to remind you that your membership is scheduled for automatic renewal and to provide cancellation instructions in case you want to cancel the membership. If your Account is set up to pay by credit card, Sprawk charges the monthly fee to the credit card you supplied, and you authorize us to charge such credit card for the appropriate membership fees and amounts stated. If you are set up to pay via your Sprawk Account, Sprawk deducts the appropriate membership fee from the Account balance each month. Automatic renewal occurs on the first day after the expiration date. You can cancel by following the cancellation instructions listed below.
If you change your membership program from Professional to Small Business, or from Small Business to Large Business, the unused portion of the lower membership fee will be credited toward the higher membership fee. The new billing period will then be based upon the date Sprawk receives payment of the new membership fee. Upgrading a membership or adding additional categories will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership. Membership fees membership or a shorter payment plan, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period. Sprawk reserves the right to modify its membership programs at any time, upon a reasonable notice posted in advance on this Site.
To cancel your membership, click on the 'Membership Status' link on 'MySprawk,' then the 'Edit my Membership Plan' link, or contact Customer Service. Your cancellation request will be effective if received by 4:15 p.m. GMT on the final day of your membership term. Sprawk will send you an email confirmation once your membership has been cancelled. You will not be liable for any additional membership fees after your cancellation is effective. Cancellation goes into effect at the end of the active billing period. In any notice of cancellation, you must include:
- Your full name, Sprawk Username, phone number and address.
- Number of memberships you wish to cancel.
- Levels (i.e., Individual Professional, Small Business, Large Business).
- Categories you wish to cancel.
- Term (i.e. monthly, quarterly or annual) of each membership you would like to cancel.
- The last five digits of the payment method currently used for your Account (for your security, write only the last five digits; if you are paying with your Sprawk Account, please specify the last activity on your Sprawk Account).
- Only if you are canceling via fax or certified mail, a printout of your Membership Status page.
Please note that we will not be able to process cancellation requests unless all of the above information is provided. Memberships that expire or are converted to Free Memberships are subject to a monthly Account fee until remaining funds are removed or expire. Please consult the Site or contact Customer Service for the current fee level.
Sprawk charges a project fee based on: (a) the total amount you receive for your Services from the Buyer; (b) the total amount you invoice through Sprawk; or (c) the bid amount accepted by the Buyer if invoicing or payment through Sprawk does not start within 45 days of the bid acceptance date for non-Escrow Projects or 60 days of the bid acceptance date for Escrow Projects. Under all circumstances, a minimum project fee shall apply. Please consult the Site or contact Customer Service for the calculation of fees applicable to your Project.
For non-Escrow Projects, the project fee is charged to your Account each time an invoice is sent through the Sprawk system. In the event that the total amount paid to you by the Buyer is greater than the amount invoiced, the Sprawk system will automatically adjust the project fee to the higher amount. The project fee is always due 45 days from the date each invoice is submitted for payment. For administrative reasons, invoices and associated project fees are treated individually even if they are part of the same project. If within 45 days from the project acceptance date you have not sent any invoices to the Buyer through the Sprawk Payment Service, Sprawk will automatically charge your Account for the project fee calculated at project acceptance. You understand that the project fees are due within 45 days from the date of invoicing (or, if invoices have not been sent, from the date of acceptance) and accept that Sprawk may, at its sole discretion, suspend your Account until overdue amounts are paid in full. In the event your Account is overdue, Sprawk will apply payments received first to the membership fees and then to project fees. The project fee is usually charged in Euors, but can be paid in other currencies although payments made in currency other than Eurors may take up to eight weeks to process and balance adjustments may be delayed. Sprawk reserves the right to change the method of calculating the project fee at any time. However, Sprawk will always apply changes to the project fee only to Projects accepted after notification of the change.
For Escrow Projects, the project fee is charged to your Account each time a payment is released through the Sprawk system. The project fee is always due 60 days from the date of each payment. If within 60 days from the project acceptance date you have not received any payments from the Buyer through the Sprawk Payment Service, Sprawk will automatically charge your Account for the project fee calculated at project acceptance. You understand that the project fees are due within 60 days from the date of payment (or, if no payments have been made, from the date of acceptance) and accept that Sprawk may, at its sole discretion, suspend your Account until overdue amounts are paid in full. In the event your Account is overdue, Sprawk will apply payments received first to the membership fees and then to project fees.
Sprawk reserves the right to change the method of calculating the project fee at any time. However, Sprawk will always apply changes to the project fee only to Projects accepted after notification of the change.
IF YOU ARE A BUYER, YOU AGREE THAT FOR A PERIOD OF ONE YEAR AFTER ACCEPTANCE OF A BID PROPOSAL, IF YOU POST, SOLICIT, OR PURCHASE ANY SERVICES FROM THE SAME SERVICE PROVIDER YOU WILL DO SO EXCLUSIVELY ON THE SITE, WHETHER SUCH SERVICES ARE THE SAME PROJECT, A FOLLOW-UP PROJECT, OR NEW UNRELATED SERVICES.
IF YOU ARE A SERVICE PROVIDER, YOU AGREE THAT FOR A PERIOD OF ONE YEAR AFTER ACCEPTANCE OF A BID PROPOSAL, IF YOU PROPOSE, BID OR PROVIDE ANY SERVICES TO THE SAME BUYER YOU WILL DO SO EXCLUSIVELY ON THE SITE, WHETHER SUCH SERVICES ARE THE SAME PROJECT, A FOLLOW-UP PROJECT, OR NEW UNRELATED SERVICES.
You agree not to engage in any action or activity meant to circumvent the Project Fees. Prohibited practices include (but are not limited to) the following:
- Suggesting or soliciting Buyers to hire you outside the Sprawk system.
- Submitting bids or proposals for a project posted on the Site outside of the Sprawk system.
- Reporting on the Site a project amount different than that agreed between Buyer and Service Provider.
For a period of one year after accepting each project or package order, you agree to keep and maintain complete and accurate records related to the Services provided on Sprawk, including the service description, the bid and payment terms, and information on all repeat or follow-on Services performed for each Buyer originated on Sprawk. In the event of questions regarding Services rendered, work performed or fees due to Sprawk, upon 30 days written notice and request from Sprawk, you agree to provide copies of these records and other relevant documentation.
We may suspend or cancel your Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service, or violated our rights or those of another party. Without limiting Sprawk's other remedies, we will suspend or terminate your Member Account and refuse to provide any Services to you if:
(a) you breach any terms and conditions of the Terms of Service and the other written policies and procedures posted on the Site;
(b) we are unable to verify or authenticate any information you provide to us; or
(c) we believe that your actions may cause legal liability for you, our Users or for Sprawk.
Once suspended or terminated, you may not continue to use the Sprawk service under a different Account or re-register under a new Account. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Member engages in actions or activities which circumvent the Site or otherwise reduces project fees owed Sprawk under the Terms of Service, that User or Member will be liable to Sprawk for the project fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of Sprawk membership. Sprawk reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your membership is canceled, you may no longer have access to data, messages, files and other material you keep on the Site.
About one percent of all Projects on Sprawk result in a dispute. Disputes often arise due to miscommunication and can often be resolved amicably between the parties. Sprawk recommends the following steps to avoid disputes:
Post Projects with clear scope, well-defined deliverables and required time frames.
Answer clarifying questions from Service Providers and update the project description.
Evaluate multiple proposals against criteria important to you, such as a Service Provider's work experience, education, portfolio, certifications, references, feedback from prior Buyers, location, communication style and cost.
Accept a proposal only when it has a clear statement of work, well-defined deliverables and milestones, precise time frames and payment terms.
Ask for the Service Provider's office hours and standard response times.
Maintain open lines of communication. Be clear about your expectations and check in frequently with the other party. Do not leave anything to assumptions.
Once you have awarded your project, use MySprawk to manage the project and the Sprawk Private Message Board ("PMB") to maintain an electronic record of all written communication between you and the Service Provider around scope, deliverables, milestones, time frames, price, feedback, revisions, schedule changes, vacations, availability, delays, acceptance of deliverables and completion of milestones. In the event of a dispute, all written communication on Sprawk, including project post, proposals and bids, business terms and PMB communication will serve as the statement of record.
Document any changes to scope, timing or payment in writing, and utilize the Business Terms and Change Order feature to add all milestones and payment schedules.
In the event that you have a dispute with another User, you agree to follow these steps:
You must be aware of the following three key dates in any dispute:
"Breach Date" means the later of (1) the date on which the events causing the breach of your agreement with the other User first took place, and (2) the date on which you learned, or reasonably should have learned, about those events.
"Dispute Initiation Date" means the date you upload to your Private Message Board the completed "Dispute Notice Form" made available by Sprawk on the Self-Mediation Help page. You must upload your completed Dispute Notice Form to your Private Message Board at least 15 days prior to the six month anniversary of the Breach Date (see the paragraphs entitled "Limitations Period" and "Arbitration" below).
"Limitations Date" means the date six months following the Breach Date. You do not have a right to initiate a claim or cause of action or demand arbitration after the Limitations Date.
Self-Mediation. Upload the "Dispute Notice Form" made available by Sprawk on the Self-Mediation Help page. Complete the following steps: (1) fill in the information requested on the form, with complete details about the Project and the dispute, including your Username, the Username of the other User ("Opposing Party"), the Breach Date, and the Project name; (2) save the form as a Microsoft Word document file on your computer; and (3) upload it to your Private Message Board ("PMB") (posting on the PMB allows Sprawk to maintain a record of each party's positions in the dispute) to allow the Opposing Party to respond.
Encouraging Settlement. If you have uploaded the completed Dispute Notice Form to your PMB but the Opposing Party does not respond within three business days, or if the Opposing Party responds but you cannot come to an agreement within an additional three business days after their response, and if you have used the Billing and Payment System and adhered to the Terms of Service and followed the guidelines herein, Sprawk will contact both the Opposing Party and you to try to re-establish communication between the two of you to encourage settlement of the dispute. If either party fails to respond to an email message from Sprawk regarding violation, dispute or complaint within two business days, Sprawk will have the right to terminate that party's Project or registration. Sprawk will be a neutral third party and will have no further obligations. No Sprawk employee is authorized to make any recommendation or guaranty regarding the dispute.
Limitations Period. The six-month anniversary of the Breach Date is the statute of limitations date or "Limitations Date". All claims must have a Dispute Initiation Date prior to the Limitations Date or the claim is barred. You do not have a right to initiate a claim or demand Arbitration after the Limitations Date. You must upload your completed Dispute Notice Form to your Private Message Board at least 15 days prior to the six month anniversary of the Breach Date or you will not have the right to demand Arbitration and your claim or cause of action will be barred (see the paragraph entitled "Arbitration" below).
Dispute Assistance. Any agreement resolving the dispute between you and the Opposing Party must be posted (and confirmed by both parties) as text or attachments onto the PMB to allow Sprawk to maintain a record of same.
Arbitration. If the dispute is not settled within 15 days after the Initiation Date, you agree that you and the Opposing Party (the "Dispute Parties") will each have the right, until the Limitations Date, to demand binding, non-appearance-based arbitration conducted by a neutral third party dispute resolution service that Sprawk will choose and engage in its sole discretion ("Arbitrator") to resolve the dispute ("Arbitration"). If the Opposing Party demands Arbitration in accordance with the foregoing, you agree to submit to such Arbitration in accordance with these Terms of Service. You agree that in the event of such an Arbitration: (a) each Dispute Party and Sprawk will pay one-third of the first €600 of the Arbitrator's fees; (b) each Dispute Party will pay one-half of any amount by which the Arbitrator's fees exceed €600; and (c) each Dispute Party will solely bear and pay any other costs it incurs related to the Arbitration. You agree that Sprawk will charge your credit card and Account for the amount of the Arbitrator's fees owed by you in accordance with the foregoing.
Reminders and Statute of Limitation. Sprawk will send periodic reminders to you and the Opposing Party (the "Dispute Parties") to remind you of the ongoing dispute and the need to resolve it prior to the Limitations Date. If the dispute has not been resolved and neither Dispute Party has demanded Arbitration by the Limitations Date, any claims or causes of action in such dispute will be forever barred. The Arbitrator will have the power to determine whether the Breach Date entered into Sprawk's system is correct or if the Limitations Date should be extended or "tolled" due to your reasonable reliance on the Opposing Party's assurances that it would cure the breach.
Release of Escrowed Funds. If the Project in dispute involved Escrow and the Limitations Date has passed (based on the Breach Date in the Sprawk System): (i) Sprawk will have the right to treat any conditions on the release of the funds as being satisfied, (ii) Sprawk will send the Dispute Parties notice of its intent to release the funds, and (iii) unless you give Sprawk notice, within 10 days after Sprawk's notice is sent, that you have claimed in the Arbitration that the Limitation Date has been "tolled" and that your claims are not barred, Sprawk will release such funds in accordance with the Escrow Terms and Conditions contained in the Terms of Service.
Arbitration Rules. Sprawk will provide to the Arbitrator access to PMB for the dispute. You agree to be responsible for ensuring that the PMB contains all of your communications with the Opposing Party related to the dispute. The Dispute Parties must comply with the following rules: (a) the Arbitration must be conducted online or by telephone, and/or be solely based on written submissions posted on the PMB, the specific manner shall be chosen by the Arbitrator; (b) the Arbitration shall not involve any personal appearance by the Dispute Parties or witnesses unless otherwise mutually agreed by the Dispute Parties; and (c) any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. Before the Arbitrator renders its decision in the dispute, each of the Dispute Parties will be allowed to upload to the PMB one last closing statement or argument for the Arbitrator related to the dispute.
Arbitration Award. Once there is an arbitration award, you must send an email to Sprawk with the case identification information, the Usernames of the Dispute Parties and the name of the project. Sprawk will then verify the award with Arbitrator.
Noncompliance and Abuse
Improperly Filed Claims. All claims between you and the Opposing Party must be resolved in accordance with the terms on this page. All claims filed or brought contrary to these terms shall be considered improperly filed. Should you file a claim contrary to these terms, the Opposing Party may recover attorneys' fees and costs up to €2,000, provided that the Opposing Party has notified you in writing of the improperly filed claim, and you fail to promptly withdraw the claim.
Abuse. If you initiate an excessive number of Arbitrations, Sprawk reserves the right to terminate this Agreement immediately upon giving notice to you. However, any disputes for any Projects that existed prior to termination will be subject to these terms.
Service Provider. If you are a Service Provider and dispute a Project fee or Package fee, go to your MySprawk Account page and click on the link to fill out the Fee Adjustment Request form.
Feedback dispute. If you are involved in a dispute involving feedback, please refer to the Rating and Feedback System section in the Site Policies to find out in what circumstances Sprawk will consider removing feedback.
If you wish to report a violation of Site Policies, have any questions or need assistance, please contact Sprawk Customer Service as follows:
Web Support: http://www.sprawk.com/service
Phone: (Mon-Fri, 9 a.m. - 5 p.m. Central European Time (UTC+1): +46 70 885 9690
Online Help Topics: http://www.sprawk.com/help