Terms and Conditions

15. DEFINITIONS
Below we define capitalized terms that appear in this Agreement or other parts of the Terms of Service. Other
capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font. Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the
Terms of Service.
“Client” means any authorized User of the Site or Site Services, including Service Contracts, to seek or obtain Professional Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Professional or Client;
(b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information. 
“Escrow Account” means Client Escrow Account, Professional Escrow Account, or Fixed-Price Escrow Account.
“Escrow” means the Escrow agreement that is relevant to the Service Contract. 
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Professional, prior to the commencement of a Service Contract, for the completion of all Professional Services contracted by Client for such Service Contract.
“Professional” means any authorized User of the Site or Site Services, including Any Hire Services, that utilizes the Site to advertise, provide, or receive payment for the provision of Professional  Services to Clients, including Client Member Accounts and Professional  Accounts that are part of Client Accounts.
“Professional  Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Sheet (the number of hours
invoiced by Professional , multiplied by the hourly rate charged by Professional ); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Professional ; and (c) any bonuses or other payments made by a Client to a Professional . “Professional  Services” means all services performed for or delivered to Clients by Professionals. “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Professional .
“Hourly Sheet” means the report of hours invoiced for a stated period by a Professional for Professional  Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Prolinker, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Prolinker may accept from time to time in our sole discretion through one of our payment processors such as Adyen or Stripe. 
“Project” means an engagement for Professional Services that a Professional provides to a Client under a Service Contract on the Site.
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Professional  governing the Professional Services to be performed by a Professional  for Client for a Project;
“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.
“Prolinker App” means the online platform accessed using Prolinker’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Prolinker, including such content or information that is originally generated through the use of generative AI tools or as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Professional  agrees to create for, or actually delivers to, Client as a result of performing the Professional  Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Fixed Price Service Contract Escrow

If a Client and a Professional (defined below) enter into a Fixed-Price Contract on the ProLinker site, these Fixed Price Service Contract Escrow (“Escrow”) apply. These Escrow govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow. To the extent permitted by applicable law, we may modify these Escrow without prior notice to you, and any revisions to these Escrow will take effect when posted on the Site unless otherwise stated. The version of these Escrow in effect on the date any Fixed-Price Contract is entered into apply to that contract. Please check the Site often for updates.
These Escrow hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow are defined in the User Agreement or elsewhere in the Terms of Service, or have the meanings given such terms on the Site. For purposes of these Escrow, the term “Professional” means a User with a Professional account.
Escrow services are provided by ProLinker BV (“ProLinker”) pursuant to the local Dutch law under the exemption for license given by the local governmental institution “De Nederlandsche Bank”.  

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

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

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

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

4.1 RELEASE OF FUNDS TO PROFESSIONAL
Professional and Client authorize and instruct ProLinker to immediately release funds to the Professional Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow:
1. Client affirmatively selects the option to release funds for a Milestone or Service Contract to Professional.
2. Client does not take any action for 14 calendar days from the date of Professional’s Release request, in which
case Professional and Client agree that ProLinker is authorized and instructed to immediately release to
Professional the amount associated with the applicable Milestone in connection with such Release request.
3. Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting a Release to Professional
Escrow Account, and ProLinker has agreed to the Supplemental Escrow.
4. Client has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the
Dispute Assistance Program, and Professional has agreed to Arbitration and submitted its Arbitration Payment.
5. Client has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with
the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of
Professional or to the extent the award is in favor of Professional.
7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Professional, in whole or in part, to the extent required by the order.
8. A condition to release funds to Professional described elsewhere in these Escrow applies.

4.2 RELEASE OF FUNDS TO CLIENT
Professional and Client authorize and instruct ProLinker to immediately release funds to the Client Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow:
1. Professional cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as
described in Section 4.4), and funds for a Milestone or the Service Contract are held in Escrow.
2. Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting a Release to the Client
Escrow Account, and ProLinker has agreed to the Supplemental Escrow.
3. Client and Professional agree to close the Service Contract without release of funds to the Professional Escrow Account.
4. Professional has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute
Assistance Program.
5. Professional has failed to timely respond to a request for a refund submitted through the platform, Notice of
Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow
Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of
Client or to the extent the award is in favor of Client.
7. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.
8. A condition to release funds to Client described elsewhere in these Escrow applies.
9. For Service Contracts entered through Project Catalog, Client has failed to respond to a request for project
requirements within 48 hours, at which point any funds in escrow will be released to Client and the contract
will be closed.

4.3 DORMANT ENGAGEMENTS
To be fair to Clients and Professionals, ProLinker has a procedure for Fixed-Price Contracts that appear to be Dormant Engagements (as defined below). For purposes of determining dormant status, “activity” means a change to the Service Contract, including Milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, or actions under the Dispute Assistance Program.
A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive calendar days after the last Milestone date contained in the Service Contract terms (“Dormant Date”). Dormant Engagements are subject to the following rules:
1. ProLinker will notify Client when the Fixed-Price Contract becomes Dormant.
2. If the Client does not take any action within 7 calendar days after the Dormant Date and notification, ProLinker will notify Professional that the Fixed-Price Contract is Dormant (“Professional Notice of Dormant Engagement”).
3. If Professional submits a Release request within 7 calendar days after the Professional Notice of Dormant
Engagement and Client does not take any action for 14 calendar days from the date of the Release request,
Professional and Client authorize and irrevocably instruct ProLinker to immediately release to Professional
the amount related to the Milestone with the Release request.
4. If neither Professional nor Client take any action for 7 calendar days after the Professional Notice of Dormant
Engagement, Professional and Client authorize and irrevocably instruct ProLinker to immediately release
escrow funds to the Client Escrow Account.

4.4 REFUNDS AND CANCELLATIONS
Client and Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in Escrow, Client and Professional have the ability to cancel the Service Contract by clicking to close the Service Contract. If funds are held in Escrow, refunds and cancellations must be initiated by Client or Professional by following the steps in this Section.

4.4.1 REFUNDS AND CANCELLATIONS BY PROFESSIONAL
If Professional wants to cancel a Service Contract with funds held in Escrow, Professional must select “End Contract” on the ProLinker platform. When Professional ends the Service Contract on the ProLinker platform, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time.
Professional may issue a refund to Client up to the amount paid on a Service Contract in the past 180 days by selecting “Give a Refund” on the ProLinker platform. Professional may not issue a refund in an amount greater than the combined amount of funds held in Professional Escrow Account, funds for transactions pending to be placed in the Professional Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Professional agrees that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all Escrow funds currently held in the Professional Escrow Account and such funds as may be placed into the Professional Escrow Account once the funds are available, until the entire refund is provided to Client.

4.4.2 CANCELLATIONS BY CLIENT
If Client wants to cancel a Service Contract with funds held in Escrow, Client must select “End Contract” on the ProLinker platform. Professional must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Professional approves the cancellation, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that
time. If Professional is using the Site on a mobile device and does not have the ability to select the option to approve or dispute the cancellation on the mobile website or application, Professional must dispute Client’s cancellation via support ticket within 7 calendar days. If Professional takes no action within 7 calendar days from the date notification of the cancellation is sent to Professional by ProLinker, Professional and Client agree that ProLinker is authorized and irrevocably instructed to immediately release to the Client Escrow Account all funds held in Escrow on the Service Contract at that time. If Professional disputes the cancellation, Professional and Client will be offered ProLinker Dispute Assistance (as described in Section 6).

4.5 VIOLATION OF PROLINKER TERMS OF SERVICE OR LAW
Professional and Client acknowledge and agree that if, in ProLinker’s sole discretion, ProLinker believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Client and Professional irrevocably authorize and instruct ProLinker to take such actions as deemed appropriate, in ProLinker’s sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation, to return the funds associated with such acts to their source of payment, as further described in Section 6.3 of the User Agreement. This Section 4.5 allows ProLinker—as permitted by law but otherwise in its sole discretion—to return funds to Client’s Payment Method, continue to hold funds in Escrow, release funds to the Professional Escrow Account, or to turn funds over to third parties such as law enforcement.

5. INSTRUCTIONS IRREVOCABLE
Client and Professional are deemed to and hereby agree that the instruction to ProLinker and its wholly owned
subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow. Without limiting the foregoing, Client’s instruction to ProLinker and its wholly owned subsidiaries to release payment to Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to the Professional Escrow Account from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Professional Escrow Account, ProLinker will transfer funds to the Professional Escrow Account and that ProLinker, ProLinker, and other Affiliates have no responsibility to and may
not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow and the Terms of Service, Client agrees that once ProLinker or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable. Client and Professional further agree that the only manner in which an instruction to ProLinker is revocable is if Client and Professional have jointly submitted Supplemental Escrow in writing and signed by both Client and Professional to ProLinker at info@proLinker.com requesting that ProLinker take specific action with respect to the funds in its possession, and ProLinker has agreed to the Supplemental Escrow.

6. DISPUTE ASSISTANCE PROGRAM
If Client and Professional fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, ProLinker provides the dispute assistance program administered by ProLinker and described in this Section 6 (the “Dispute Assistance Program”) as a mechanism to resolve the dispute. If the funds in dispute are held in Escrow, the Dispute Assistance Program will proceed as described in Section 6.1. If the funds in dispute have been released, the Dispute Assistance Program will proceed as described in Section 6.2. The Dispute Assistance Program is not available for disputes filed or initiated past the Dispute Assistance deadlines, as set forth in Sections 6.1 and 6.2, as applicable. The Dispute Assistance Program is offered as a form of non-binding assistance to facilitate communication and potential resolution of disputes between clients and Professionals. The Dispute Assistance Program as administered by ProLinker in this Section 6 does not evaluate the quality or functionality of work and cannot render binding judgment or determination
as to the parties’ respective rights to the disputed funds. Fixed-Price Contracts with Enterprise Clients or ProLinker Business Clients are not subject to Sections 6 and 7, regarding ProLinker’s Dispute Assistance Program and Arbitration, respectively.

6.1 DISPUTE OF FUNDS IN ESCROW
This Section applies to disputes filed by Clients or Professionals over funds that are held in Escrow as of the date the dispute is filed (“Escrow Dispute”). The scope of the Escrow Dispute may cover the entirety of the Fixed-Price Contract and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below:
1. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have
been released in order to be eligible for the Dispute Assistance Program under this Section. Disputes over
funds that have been released from Escrow may be eligible for the Dispute Assistance Program, as
described more fully below in Section 6.2.
2. Filing A Dispute
a. Professionals & Agencies: Professionals and Agencies may initiate an Escrow Dispute when a Client
ends the project with an escrow balance or a Client fails to release a Milestone payment, despite any
purported delivery of work. 
b. Clients: Clients may initiate an Escrow Dispute by requesting an Escrow refund on the platform or by
releasing a partial milestone payment. If the Professional or Agency disputes the Escrow refund or
offers a partial Escrow refund that is subsequently rejected by the Client, the case will be referred to
the Dispute Assistance Program. 
3. Notice of Escrow Dispute: Once a dispute has been filed, the Escrow dispute team that administers the
Disputes Assistance Program (“Escrow Disputes Team”) will notify Client and Professional in writing of the
Escrow dispute via ticket and request information and supporting documentation from the parties (“Notice of
Escrow Dispute”).
4. Lack of Participation: Client and Professional must respond to the Notice of Escrow Dispute within 5 calendar
days. If one party does not timely respond to the Notice of Escrow Dispute, Client and Professional agree that
the lack of timely response acts as an irrevocable authorization and instruction to ProLinker to release
the funds in Escrow from the non-responding party to the responding party.
5. Non-Binding Assistance: After both Client and Professional respond to the Notice of Escrow Dispute, the
Escrow Disputes Team will review the documentation submitted and any information available on the Site that
pertains to the dispute. The Escrow Disputes Team will facilitate communication between the parties and help
assess whether mutual resolution is possible. The Escrow Disputes Team does not evaluate the quality or
functionality of work and cannot render binding judgment or determination as to the parties’ respective rights
to the disputed funds.
6. Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client
and Professional, and if Client and Professional agree in writing to the resolution, Client and Professional agree
that ProLinker is authorized and irrevocably instructed to immediately release Escrow funds in
accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.
7. No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice
of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution
between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will
issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in
Section 7 below.

6.2 DISPUTE OF FUNDS RELEASED
This Section applies to disputes filed by Clients or Professionals over funds that have been released from Escrow as of the
date the dispute is filed (“Dispute Mediation”). The scope of the Dispute Mediation may cover any portion of or the entirety
of the Fixed Price Contract and any Milestone previously funded, approved, and released. The Dispute Assistance
Program for Dispute Mediation will be administered as set forth below:
1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that
funds in Escrow have been released to the Professional in order to be eligible for the Dispute Assistance
Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30
days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance
Program.
2. Initiating Dispute Mediation:
a. Requesting a Refund: Clients may initiate Dispute Mediation for disputes over funds that have been
released from Escrow by requesting a refund on the platform. If the Professional rejects the request for
a refund, grants a partial refund that is subsequently rejected by the Client, or takes no action, the
dispute will be referred to the Dispute Assistance Program.
b. Contacting Support: In addition to the above method, any User may contact ProLinker Support for
assistance initiating Dispute Mediation.
3. Notice of Dispute Mediation: Once a dispute has been initiated, the ProLinker Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Professional of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Professional must respond to the Notice of Dispute Mediation within 5 calendar days. Failure to respond to the Notice of Dispute Mediation within 5 calendar days will result in the suspension of the non-participating party’s User account, as defined in Section 1.4 of the User Agreement, which may impact the non-participating party’s ability to withdraw funds.
4. Non-Binding Assistance: Once both Client and Professional respond to the Notice of Dispute Mediation, the
Dispute Mediation Team will review the documentation submitted and any information available on the Site
that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties
and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the
quality or functionality of work and cannot render binding judgment or determination as to the parties’
respective rights to the disputed funds.
5. Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Professional, and if Client and Professional agree in writing to the resolution, the Dispute Mediation Team will send the applicable party instructions on transferring payment, if any, to an Escrow Account. By agreeing in writing to the resolution, Client and Professional agree that ProLinker is authorized and irrevocably
instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will
result in the closure of the Dispute Mediation ticket.
6. No Resolution: If no resolution of the dispute has been reached within 21 calendar days of the Notice of
Dispute Mediation, or if the Dispute Mediation Team determines in its sole discretion that no resolution
between the parties is possible through the Dispute Assistance Program, the Dispute Mediation Team will
issue a “Notice of Non-Resolution,” and the dispute will be referred to Arbitration, as set forth in Section 7
below.

7. ARBITRATION
After a “Notice of Non-Resolution” is issued from the ProLinker Dispute Assistance Program, Professional and Client each has the right to demand Arbitration of a Fixed-Price Contract if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. The demand for Arbitration must be communicated to the Escrow Disputes Team or Dispute Mediation Team, as applicable, within 7 calendar days of the date of the Notice of Non-Resolution. In any Arbitration, each of you and the other User is a “Dispute Party,” and collectively you are the “Dispute Parties.” Any Arbitration under this Section 7 will be conducted by a neutral third-party Arbitration service (the "Arbitration Service Provider"), Ejudicate, Inc. d/b/a BRIEF, unless ProLinker chooses another Arbitration service. The Arbitration rules and fees
are set out in Appendix A to these Escrow.

7.1 ARBITRATION INITIATION PROCEDURE
1. Notice of Arbitration Demand: Client and Professional have 7 calendar days after receiving the Notice of Non-Resolution to notify ProLinker via a dispute ticket of their intent to initiate Arbitration and to submit payment. The ProLinker Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Professional and provide the Dispute Parties with information on how to submit Client’s or Professional’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).
2. ProLinker Disputes:
a. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the
matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of
Non-Resolution, Client and Professional agree that ProLinker is authorized and irrevocably
instructed to immediately release the funds in Escrow, if any, to the Client’s primary payment method
on file. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to
enforce their contractual rights, ProLinker may provide contact information on file for Client or
Professional, consistent with ProLinker’s Privacy Policy.
b. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to
Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party
rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days
of the Notice of Non-Resolution (“Non-Participating Party”), Professional and Client agree that ProLinker
Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to
the Participating Party. This will close the Escrow Dispute ticket. To the extent the parties wish to take
legal action to enforce their contractual rights, ProLinker may provide contact information on file for
Client or Professional, consistent with ProLinker’s Privacy Policy.
3. ProLinker Dispute Mediation
a. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the
matter to Arbitration or do not respond to ProLinker’s Notice of Non-Resolution within 7 calendar days,
the Dispute Mediation ticket will be closed. To the extent the parties wish to take legal action to
enforce their contractual rights, ProLinker may provide contact information on file of Client or Professional,
consistent with ProLinker’s Privacy Policy.
b. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to
Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to
submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-
Resolution, ProLinker will suspend the Non-Participating Party’s User account, as defined in Section 1.4
of the User Agreement, which may impact the Non-Participating Party’s ability to withdraw funds.
4. Arbitration Instructions: If both parties timely submit the Arbitration Payment, ProLinker will instruct the parties
on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated
the Arbitration, ProLinker will provide the Arbitration Service Provider with relevant documentation, including
information collected in the Escrow Dispute or Dispute Mediation process and contents of the Contract Room.
The scope of Arbitration may cover the entirety of the Fixed-Price Contract and all Milestones previously
funded, approved, and released.

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

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

7.4 ARBITRATION AWARD
Client and Professional agree that the arbitrator of the Arbitration Service Provider is authorized to decide the Escrow Dispute or Dispute Mediation within its sole discretion. You agree that the arbitrator’s award is final and binding, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to ProLinker, then ProLinker and ProLinker have the right to treat such notice as conclusive and act in reliance thereon.

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE
All Escrow funds released under the Dispute Assistance Program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and these Escrow.

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

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

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

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
ProLinker and Affiliates merely provide a platform for Internet payment services. ProLinker and Affiliates do not have any
responsibility or control over the Professional Services that Client purchases. Nothing in this Agreement deems or will be
interpreted to deem ProLinker or any Affiliate as Client’s or Professional’s agent with respect to any Professional Services, or
expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, ProLinker does not
guarantee the performance, functionality, quality, or timeliness of Professional Services or that a Client can or will make
payments.

APPENDIX A
RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE ARBITRATION SERVICE PROVIDER, BRIEF
This Appendix A summarizes certain pertinent contractual terms that BRIEF has agreed to in providing arbitration services
to Clients and Professionals who choose BRIEF as their arbitrator under the Fixed-Price Escrow. BRIEF is
solely a third-party arbitration service provider. ProLinker and its Affiliates have no direct or indirect affiliate, partnership,
joint venture, ownership or control relationship with or interest in BRIEF, and therefore ProLinker and its Affiliates assume no
responsibility or liability for the services of BRIEF.

ARBITRATOR SELECTION
All Arbitrations by Brief are conducted by a single arbitrator. The arbitrator is selected by Brief based on jurisdiction of the
matter, skillset, experience, impartiality and neutrality, amongst other factors. The arbitrator is required to render a ruling
fairly, independently, impartially and without any conflict of interest. The arbitrator will provide a ruling over the matter, but
cannot provide independent legal advice to any party.

RULES OF THE PROCEEDINGS
1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the
sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
2. The language of the Arbitration will be English.
3. All proceedings will be “on documents,” unless the parties opt for and fund payment for the additional cost of
a live hearing (see fees below). The evidence admissible will consist solely and exclusively of documents and
communications between the parties and related to the contract, and testimony if a live hearing is conducted.
The arbitrator's award will be based on the supporting, relevant, admissible documents and statements. Once
arbitration is initiated, the failure of one party or the other to respond to an arbitrator request or otherwise
continue to participate in the Arbitration will not prevent the arbitrator from making an award.
4. Each party is given an opportunity to submit, in writing or through digital representations, the party’s
testimony and supporting evidence through the BRIEF process and platform. Each party is also given an
opportunity to rebut the other party’s testimony or supporting evidence. All testimony submitted to BRIEF is
submitted under penalty of perjury. Failure to respond to a claim will lead to a waiver of any defenses and
may result in an entry of default.
5. All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete
their submissions.
6. The Arbitration generally will conclude within 30 calendar days from the date of submission to the Arbitration
Service Provider, with reasonable extensions provided only as necessary.
7. All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.

COMMUNICATIONS, DOCUMENTS, AND TESTIMONY
1. All communications between the parties and the arbitrator shall occur over the BRIEF platform. The arbitrator
will not engage in ex-parte communications; rather, communications by either party to the arbitrator will be
shared with all parties.
2. Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the
following document types: .png, .jpg, .jpeg, .pdf.
3. The parties do not engage in direct discovery, including interrogatories, requests for admissions or
production, or depositions. At the arbitrator’s sole discretion, the arbitrator may permit or require the
submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not
required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will
establish the schedule and rules for the submission of such Additional Arguments, including any limits on the
length of such Additional Arguments.

THE AWARD
BRIEF will provide ProLinker and the parties with a written award promptly upon the conclusion of the Arbitration, and in no
event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may
provide written reasons for the Award to the parties. The arbitrator may also issue orders to protect the confidentiality of
proprietary information. Once rendered, an arbitrator’s award is final, and cannot be appealed. The award will only be
modified or edited after it is issued if such change is due to the arbitrator’s error or otherwise at the arbitrator’s discretion.

FEES
The fee for Arbitrations by BRIEF is $675 for claims with less than $20,000 in dispute. An additional fee is assessed for
claims that exceed $20,000, which will be calculated as a percentage of the claim amount. The Client and Professional may
also choose to pay a $450 fee to have a live hearing with the arbitrator as part of the Arbitration; this additional service
and cost is completely optional.
All fees will be collected at the start of the arbitration. For all claims, Client and Professional will each be responsible for
paying $337.50. They will also share the cost of the live hearing if they choose that option. ProLinker will cover the
additional initial costs of each arbitration.

Professional Membership Agreement

This Professional Membership Agreement (“Agreement”) is between you and ProLinker Inc. ("ProLinker")
as described below in Section 1 (Parties). This Agreement is part of and incorporates by
reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.

1. PARTIES
You are entering into this Agreement with ProLinker (also referred to as “we” and “us”).
If you reside in the United States, you are entering into this Agreement with ProLinker inc.. If you reside outside the United States, you are entering into this Agreement with ProLinker BV. 

2. PROFESSIONAL MEMBERSHIP PROGRAMS
ProLinker offers several membership programs for Professionals and Clients. For purposes of this Agreement, “Member” or “you” means a Professional or Client participating in a membership program. For the benefits and prices of each membership program visit our “How it works” and Frequently Asked Questions” section. Benefits are subject to change without prior notice. ProLinker reserves the right to change membership fees and benefits per membership in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If ProLinker exercises its right to cancel a membership, we will not refund the membership fee already paid.

3. TAXES
Where applicable, ProLinker Inc. or ProLinker BV may also collect Taxes (such as value added tax (VAT)
in Europe) on membership fees. 

4. AUTOMATIC MEMBERSHIP RENEWAL
You must pay your ProLinker membership fees through one of our payment processors such as Stripe or Adyen. The membership billing period begins on the date that we receive payment. ProLinker membership fees are calculated from the beginning of that billing period. ProLinker automatically renews your ProLinker monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to ProLinker on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

5. CHANGES TO MEMBERSHIP PROGRAM
You can change your membership program at any time, including by moving to an unpaid plan, by going to the Settings section in your account. 
If you change your membership program, the new program and new billing period will be based upon the date ProLinker receives payment of the new membership fee. If you upgrade a membership, it 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 fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership plan as described in this Agreement. ProLinker reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site.
For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

Cookie Policy

This policy describes how ProLinker uses cookies and other related technologies (collectively referred to as “cookies”) when
you interact with us on http://www.ProLinker.com (the “Site”) as set forth in the ProLinker Privacy Policy.
By visiting or using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop or
update your cookie preferences by changing the settings in your browser (more information on how to do this is provided
below) or adjusting the settings at the bottom of the homepage labeled “Cookie Settings”. We may modify this Agreement
without notifying you, so please check back often for updates.
What are cookies?
Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a
computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them, or
by other websites that use the same cookies. First- party cookies are cookies that belong to ProLinker, or are placed on
your device by ProLinker. Third-party cookies are cookies that another party places on your browsing device through our
Site.
What are cookies used for?
Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between
pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also
help ensure marketing you see online is more relevant to you and your interests.
What types of cookies does ProLinker use?
To provide you with the best browsing experience, ProLinker uses the following types of cookies: Strictly Necessary,
Performance, Functional, and Targeting Cookies. You can find out more about each cookie category in the sections
below.
Strictly Necessary Cookies
These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure
areas. Without these cookies, some services you have asked for such as payment submission can’t be provided. These
cookies cannot be switched off in our systems, because they are necessary for Site functionality. While you can set your
browser to block or alert you about these cookies, some or all parts of the Site may not function.
Performance Cookies
These cookies collect information about how you use the Site, for example which pages you go to most often and if you
get error messages from certain pages. These cookies gather only aggregated or anonymous information that does not
identify you.
Functionality Cookies
These cookies allow the Site to remember choices you make (such as your username or the region you’re in). For
instance, the Site uses functional cookies to remember your language preference. These cookies can also be used to
remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be
used to provide services you’ve asked for such as watching a video or commenting on a blog. They may be set by us or
by third party providers whose services we have added to our pages. If you do not allow these cookies then some or all of
these services may not function properly.
Targeting Cookies
These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to
limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign.
They remember that you have visited a website and this information may be shared with other organizations such as
advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere
on the Internet.
How long will cookies stay on my browsing device?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie.
Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device
until they expire or are deleted.
How to control and delete cookies through your browser
The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions
provided by your browser (usually located within the “Help,” “Tools'' or “Edit” functions). Please note that if you set your
browser to disable cookies, you may not be able to access certain parts of the Site ( e.g. to apply for a job or post a job.
Other parts of the Site may also not work properly. You can find out more information about how to change your browser
cookie settings at www.allaboutcookies.org.
Also, you may update your cookie preferences by clicking the “Cookie Settings” button at the bottom of the Site’s
homepage.

Nondiscrimination Statement

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