Staff Operators Terms of Service

Client Agreement

Effective October 6th 2025

This is important: This Client Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and AMPECOMM1 LLC (“Staff Operators,” “we”, or “us”), governing your use of Staff Operators’s Site and Site Services (collectively, “Services”).You understand that by using the Staff Operators Site or Site Services (which generally means using in any way our services or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Staff Operators’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Fee and ACH Authorization Agreement, Privacy Policy, Terms of Use, applicable Escrow Instructions and this User Agreement, including Section 14 which contains an arbitration agreement and class action waiver that applies to claims brought against Staff Operators in the United States. You have an opportunity to opt out of arbitration as provided in Section 14. This Agreement also incorporates, for any User using the Any Hire Services, the Any Hire Terms and the Any Hire Escrow Instructions. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the arbitration agreement and class waiver in Section 14). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Staff Operators.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a special meaning. Section 16 provides the definitions of some capitalized terms and others are defined throughout the Terms of Service (look for quotation marks and bold font).

Table of Contents

1. Staff Operators Accounts

1.1 Registration

1.2 Account Eligibility

1.3 Account Profile

1.4 Account Types

1.5 Account Permissions

1.6 Identity and Location Verification

1.7 Usernames and Passwords

2. Purpose of Staff Operators

2.1 Relationship with Staff Operators

2.2 Taxes and Benefits

2.3 Marketplace Feedback and User Content

3. Contractual Relationship Between Client and Freelancer

3.1 Service Contracts

3.2 Disputes Among Users

3.3 Confidential Information

4. Worker Classification and Staff Operators Payroll

4.1 Worker Classification

4.2 Staff Operators Payroll Services

5. Staff Operators Fees

5.1 Fees For Freelancers

5.2 Client Fees

5.3 VAT and Other Taxes

5.4 No Fee for Introducing or Finding Projects

6. Payment Terms and Escrow Services

6.1 Escrow Services

6.2 Client Payments on Service Contracts

6.3 Disbursements to Freelancers on Service Contracts

6.4 Non-Payment

6.5 No Return of Funds and No Chargebacks

6.6 Payment Methods

6.7 U.S. Dollars and Foreign Currency Conversion

7. Non-Circumvention

7.1 Making Payments Through Staff Operators

7.2 Communicating Through the Site; Not Sharing Contact Details

7.3 Opting Out

8. Records of Compliance

9. Warranty Disclaimer

10. Limitation of Liability

11. Release

12. Indemnification

13. Agreement Term and Termination

13.1 Termination

13.2 Account Data on Closure

13.3 Survival

14. Disputes Between You and Staff Operators

14.1 Dispute Process, Arbitration, and Scope

14.2 Choice of Law

14.3 Informal Dispute Resolution

14.4 Binding Arbitration and Class Action/Jury Trial Waiver

15. General

15.1 Entire Agreement

15.2 Modifications; Waiver

15.3 Assignability

15.4 Severability; Interpretation

15.5 Force Majeure

15.6 Prevailing Language and Location

15.7 Access of the Site Outside the United States

15.8 Consent to Use Electronic Records

16. Definitions

When you see this symbol, look for a simple summary for each section. We wrote these to help you get a quick overview, but you'll need to read the sections completely to get all the details of what you're agreeing to.

1. Staff Operators ACCOUNTS

How you can register for an Staff Operators account and the different types of accounts that you can have.

1.1 REGISTRATION

You must register for an account to have full access to our Services, and your registration is subject to our approval.

You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”.

Your Account registration is subject to approval by Staff Operators. We reserve the right to decline a registration either to join Staff Operators or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

1.2 ACCOUNT ELIGIBILITY

You promise to use our Services for business purposes only, and only in ways that are legal. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older.

Staff Operators offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts; and (e) will comply with any and all applicable local, state, federal and/or international laws, regulations, and/or conventions in using our Site and Services.

1.3 ACCOUNT PROFILE

You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete.

To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.

1.4 ACCOUNT TYPES

We offer three types of accounts (“Account Types”): Client, Freelancer, and Agency (which is a special kind of Freelancer account). Once you register for an Account, you can add Account Types without re-registering. You promise to register for only one Account that requires a unique log in. This Account will house all of your Account Types. Never share your Account password with anyone; you can give permissions to other Users to act under your Account Types as Team Members or Agency Members if needed.

We offer several different Account Types. Once you register for your Account (only one per User), you can add other Account Types under the same username and password. For example, if you already have a Freelancer Account Type (defined below), you can add a Client Account Type (defined below) to your Account without re-registering. You agree not to register for or maintain more than one Account and Profile without express written permission from us.

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.

1.4.1 CLIENT ACCOUNT

You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types have a feature that allows the account owner to give permissions to other Users (“Team Members”) to act on behalf of the Client Account. Each Team Member must have their own Account to be added as a Team Member on the Client Account.

1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

Freelancer: You can register for an Account or add an Account Type to use the Services as a Freelancer (a “Freelancer Account”).

Agency and Agency Member: A specific type of Freelancer Account you can add is an “Agency Account”, which is referred to as an “Agency”. Agency Account Types have a feature that allows the Agency owner to give permissions to other Users (“Agency Member”) to act on behalf of the Agency. Each Agency Member must have their own Account to be added as an Agency Member on the Agency Account.

You acknowledge and agree that the Agency Account owner is solely responsible, and assumes all liability, for: (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law or contract for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

1.5 ACCOUNT PERMISSIONS

You are responsible for all activity on your Account.

You may provide other Users permissions to act on your Account only as described in Section 1.4 and in this Section 1.5. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Service Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, Staff Operators may close any related Accounts as well.

1.6 IDENTITY AND LOCATION VERIFICATION

You will allow us to verify your identity, location, and business affiliations from time to time.

When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Staff Operators. You authorize Staff Operators, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.

1.7 USERNAMES AND PASSWORDS

You will keep your username and password secret and will not share them, and you will not use anyone else’s username and password.

Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Sections 1.4 Account Types and 1.5 Account Permissions for information on allowing another registered User to act on your behalf in your Account.

2. PURPOSE OF Staff Operators

What we do and do not do when providing our Services and some of your responsibilities when using our Services.

The Staff Operators Site is a work marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Staff Operators provides the Services to Users, including hosting and maintaining the Staff Operators Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH Staff Operators

We offer a work marketplace: an online platform for Users to find and connect with each other. We are not involved directly in your negotiations or the delivery of Freelancer Services and are not a party to any agreements you may make with other Users. You are solely responsible for your content published to Staff Operators and for your agreements with other Users, including vetting each other and performance under the agreements.

Staff Operators offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Freelancer Services, and make and receive payments through escrow. Staff Operators neither performs nor employs individuals to perform Freelancer Services. You acknowledge and agree that Staff Operators does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract and agree that: (a) Staff Operators is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Staff Operators is not responsible for the offering, performance, or procurement of Freelancer Services, (c) Staff Operators does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Staff Operators and any User offering services. While Staff Operators may provide certain badges on Freelancer or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract.

You further acknowledge and agree that Users, and not Staff Operators, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Freelancer; (b) assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract on Staff Operators as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service Contracts between Users are directly between the Users and Staff Operators is not a party to those contracts.

If you are an Agency or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency.

Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time.

2.2 TAXES AND BENEFITS

Freelancers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.

Freelancer acknowledges and agrees that Freelancer is solely responsible for: (a) all tax liability associated with payments received from Freelancer’s Clients and through Staff Operators, and (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from Staff Operators; (c) determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Staff Operators is required by applicable law to withhold any amount of the Freelancer Fees and notifying Staff Operators of any such requirement and indemnifying Staff Operators for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). Freelancer is responsible for paying all taxes arising in connection with any Service Agreement entered into on the Platform and this Agreement, without any offset or deduction to the fees paid to Staff Operators.

In the event of an audit of Staff Operators, Freelancer agrees to promptly cooperate with Staff Operators and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Staff Operators.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

Users publish and ask Staff Operators to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk.

You acknowledge and agree that Users publish and request Staff Operators to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Freelancers or Clients voluntarily submit to Staff Operators and does not constitute an introduction, endorsement, or recommendation by Staff Operators. You agree that Staff Operators is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services.

You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that Staff Operators may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by Staff Operators on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Staff Operators is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Staff Operators of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Staff Operators may rely on the accuracy of such information if you do not. Staff Operators provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Staff Operators generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. Staff Operators reserves the right (but is under no obligation) to remove posted feedback or information that Staff Operators determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Staff Operators.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

This section discusses the relationships you may decide to enter into with another User, including contracts to buy or sell Freelancer Services with another User.

3.1 SERVICE CONTRACTS

Users, not Staff Operators, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be.

As provided in Section 2.1 above, if a Client and a Freelancer decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Freelancer; Staff Operators is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between Staff Operators and any User.

With respect to any Service Contract, Clients and Freelancers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Staff Operators’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. The parties to a Service Contract expressly agree that the Optional Service Contract Terms will and do apply to their contract to the extent that they have not agreed to other terms or agreements that conflict with the Optional Service Contract Terms. Users are solely responsible for deciding whether to use the Optional Service Contract Terms, and Staff Operators does not assume any responsibility for any consequence of using the Optional Service Contract Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. You should seek legal advice from a licensed attorney for your particular needs.

3.2 DISPUTES AMONG USERS

You agree to try to resolve your disputes with other Users by following the dispute resolution process in the Escrow Instructions that apply to your contract.

For disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution process that is explained in the Escrow Instructions that apply to your particular Service Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Staff Operators will not and is not obligated to provide any further dispute resolution assistance.

If Freelancer or Client seeks an order from an arbitrator or court that might direct Staff Operators, Staff Operators, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Staff Operators or Staff Operators, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Staff Operators or Staff Operators, Staff Operators be paid for the reasonable value of the services the order obligates us to undertake.

3.3 CONFIDENTIAL INFORMATION

Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other Users’ confidential information a secret.

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If Users do not agree to their own confidentiality terms, this Section 3.3 (Confidential Information) applies.

To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to.

4. WORKER CLASSIFICATION AND Staff Operators PAYROLL

Users determine whether a Freelancer is an employee or independent contractor and agree to use Staff Operators Payroll for employment relationships.

4.1 WORKER CLASSIFICATION

Clients, not Staff Operators, are responsible for deciding whether to engage Freelancers as employees or independent contractors.

Client is solely responsible for and assumes all liability for determining whether Freelancers should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Freelancers complies with applicable laws, regulations, and rules. Staff Operators is not responsible for worker classification as between Client and Freelancer, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Staff Operators and a User.

4.2 Staff Operators PAYROLL SERVICES

If Clients engage Freelancers as employees, Clients agree to enroll in Staff Operators Payroll.

Client agrees to enroll in Staff Operators Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Conversion Fee (see Section 7)). When the Client enrolls in Staff Operators Payroll, Client will engage Staff Operators’s third-party staffing vendor (the “Staffing Provider”) through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the Site and otherwise agreed to by the Staffing Provider, Client and/or Freelancer, and subject to the Staff Operators Payroll Agreement. The employer of Freelancer will be the Staffing Provider and not Staff Operators.

Freelancer acknowledges and agrees that Staff Operators will have no control over and is not responsible for the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider or Client, including the selection process, pay rate, work hours, employment dates, or working conditions.

5. Staff Operators FEES

Users agree to pay Staff Operators certain fees in exchange for Staff Operators providing the Services and agree that Staff Operators may collect certain taxes.

5.1 FEES FOR FREELANCERS

Service Fees. Freelancers agree to pay Staff Operators a service fee for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services), as set forth in the Fee and ACH Authorization Agreement (the “Service Fees”). Freelancer is responsible for paying all Service Fees. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (see Section 6.1), Staff Operators will credit the Freelancer Escrow Account for the full amount paid or released by the Client, and then subtract and disburse to Staff Operators the Service Fee. Freelancer hereby irrevocably authorizes and instructs Staff Operators to deduct the Service Fee from the Freelancer Escrow Account and pay Staff Operators on Freelancer’s behalf. If Freelancer chooses to withdraw funds in a currency other than U.S. dollars, Staff Operators (or an affiliate) will impose a foreign currency conversion charge, and the rate may differ from rates that are in effect on the date of the payment. You may be able to obtain a better rate from your bank or financial institution.

Membership Fees and Connects. Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees and by purchasing “Connects” as described in the Freelancer Membership Agreement.

Disbursement Fees. Freelancers will pay Staff Operators a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Staff Operators in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is listed on the Site here and is subject to change.

5.2 CLIENT FEES

Clients pay Staff Operators a service fee for accessing the Services, and for administration and facilitation of payments related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.

Clients may also choose to pay for access to additional features and Services, as described in the Fee and ACH Authorization Agreement.

5.3 VAT AND OTHER TAXES

Staff Operators Fees are exclusive of taxes. Staff Operators may be required by applicable law to collect or pay certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection and withholding requirements and rates may change based on changes to the law in your area. Any amounts Staff Operators is required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to Staff Operators under the Terms of Service.

5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Staff Operators does not introduce Clients to Freelancers. Staff Operators offers a platform that enables Freelancers to introduce themselves and may from time to time highlight Projects or Freelancers that may be of interest. Therefore, Staff Operators does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Staff Operators does not charge any fee or dues for posting or viewing feedback, including Composite Information.

6. PAYMENT TERMS AND ESCROW SERVICES

This section describes how Staff Operators’s Escrow Services work and discusses your agreement to pay Freelancer Service Fees on Service Contracts, what happens if a Client doesn’t pay, and related topics.

6.1 ESCROW SERVICES

Staff Operators provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Staff Operators (“Escrow Services”). Staff Operators is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Financial Protection and Innovation License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

6.1.1 ESCROW INSTRUCTIONS

We follow what is in the applicable Escrow Instructions when we give the money held by us in escrow to the Freelancer or back to the Client for a Service Contract.

Staff Operators will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Staff Operators acts merely as an Internet escrow agent. Staff Operators has fully delivered the Escrow Services to you if Staff Operators provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Staff Operators is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. Staff Operators will release funds from any Escrow Account in reliance on your authorization, this Agreement, and the applicable Escrow Instructions or as required by applicable law.

Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Staff Operators will follow, the Fixed-Price Escrow Instructions.

Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Staff Operators will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

Any Hire Contracts. If Users enter into an Any Hire Contract, then the Users agree that they will be bound by, and Staff Operators will follow, the Any Hire Escrow Instructions.

Client Initiated Direct Contracts. If Users enter into a Client Initiated Direct Contract, then Users agree they will be bound by, and Staff Operators will follow, the Client Initiated Direct Contracts Escrow Instructions. Dispute assistance and payment protection are not offered for Client Initiated Direct Contracts.

Staff Operators Payroll Engagements. If Users use Staff Operators Payroll (see Section 4) for a particular Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no dispute waiting period for the disbursement of funds to the Staffing Employee.

6.1.2 ESCROW ACCOUNTS

Staff Operators will create and maintain an account to hold funds for you—called an Escrow Account—based on your needs. You authorize Staff Operators to be your escrow agent, which means to hold your funds and to follow your instructions on the funds held in your Escrow Account.

Staff Operators will use and release funds deposited in an Escrow Account only in accordance with this Agreement, the applicable Escrow Instructions, and applicable law. Depending on your needs and the applicable Escrow Instructions, Staff Operators will establish and maintain one of two different types of Escrow Accounts:

(A) Client Escrow Account. After entering into a Service Contract (hourly or fixed price), the first time a Client makes a payment for a Project, Staff Operators will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Staff Operators.

(B) Freelancer Escrow Account. After entering into a Service Contract (hourly or fixed price), the first time a Freelancer uses the Site to receive payment for a Project, Staff Operators will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments to Staff Operators and issue refunds to Clients.

You hereby authorize and instruct Staff Operators to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.

6.1.3 FREELANCER APPOINTMENT OF Staff Operators AND SUBSIDIARIES AS AGENT

Freelancers authorize Staff Operators to act for them to collect and hold payments from Clients.

If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Staff Operators as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as you agree in the applicable Escrow Instructions. Because Staff Operators is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases of funds that Staff Operators receives on Freelancer’s behalf from or on behalf of such Client.

6.1.4 TITLE TO FUNDS

Staff Operators, Staff Operators, and our Affiliates are not banks. We will safeguard your money and not voluntarily make your money available to our creditors.

Staff Operators, Staff Operators, and our Affiliates are not banks. Staff Operators deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. Staff Operators may utilize an interest-bearing escrow trust account held at Wells Fargo Bank, N.A. or Bank of America, N.A. to maintain Escrow Account funds in accordance with applicable laws. Staff Operators may transfer funds between interest and non-interest bearing escrow trust accounts but will not release Escrow Account funds except in accordance with applicable Escrow Instructions. Any escrow trust account is separate from the operating accounts of Staff Operators and each of our Affiliates. Staff Operators will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), Staff Operators holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited in it. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in Title 11 of the United States Code, Section 365(n).

6.1.5 NO INTEREST

You will not earn any interest on the money we hold in your Escrow Account and you understand that we charge fees for our services, as explained in Section 5.

You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. If any interest is earned then you agree that all interest is assigned to Staff Operators. In no event will you receive any interest earnings, including if the Project or payment fails, is canceled, or escrow funds are returned to you. Any interest accrued in an escrow trust account may be retained in the interest-bearing escrow account until the end of the current calendar month.

Staff Operators, Staff Operators, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services we provide as provided in Section 5 and the Fee and ACH Authorization Agreement.

6.1.6 ESCROW AGENT DUTIES

We only agree to do what is described in this Agreement, the applicable Escrow Instructions, and the rest of the Terms of Service.

We only agree to perform such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service (including this Agreement and the applicable Escrow Instructions). We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions 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 us. If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from any party to this Agreement that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.

6.1.7 ESCROW AGENT RIGHT

We may choose to start a dispute process if there is a disagreement between a Client and a Freelancer related to an Escrow Account.

We have the right to institute arbitration or other legal proceedings if applicable, including depositing funds held in the Escrow Account with a court of competent jurisdiction, in order to resolve any dispute between Client and Freelancer related to the Escrow Account. Except as expressly provided, nothing in this Agreement will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Staff Operators may be merged or converted or with which Staff Operators may be consolidated, or any corporation or association to which all or substantially all the escrow business of Staff Operators may be transferred will succeed to all the rights and obligations of Staff Operators as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions to the extent permitted by applicable law.

6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS

This section describes when and how Client payments are made on their contracts with Freelancers.

Hourly Contracts. Freelancer will invoice Client for Freelancer Fees on a weekly basis through Staff Operators, and Client will pay invoices consistent with the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions. When Client approves an Hourly Invoice for an Hourly Contract, including an Hourly Contract initiated through Direct Contracts, Client automatically and irrevocably authorizes and instructs Staff Operators or its affiliates Staff Operators or Staff Operators to charge Client’s Payment Method for the Freelancer Fees.

Fixed-Price Contracts. Client becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used), upon activating any additional milestone, or upon accepting a Fixed-Price Contract via Direct Contracts. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract under the Fixed Price Service Contract Escrow Instructions, Client automatically and irrevocably authorizes and instructs Staff Operators or its affiliates Staff Operators or Staff Operators to charge Client’s Payment Method for the Freelancer Fees.

Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions.

6.3 DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS

This section describes when Freelancers receive their funds that we were holding for the Freelancers in escrow.

Staff Operators disburses funds that are available in the applicable Freelancer Escrow Account and payable to a Freelancer as described in the relevant Escrow Instructions. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. Otherwise, except as provided in the following paragraph, Staff Operators will automatically disburse available funds no more than ninety (90) days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. Except as provided in the following paragraph, when the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of: (i) Freelancer’s request; (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold; or (iii) 180 days after the funds are available in the Freelancer Escrow Account.

If a Freelancer that is located outside of the United States is not able to withdraw funds due to economic sanctions applicable to Staff Operators or our payment partners, or due to Staff Operators's payment partners' refusal to service certain geographic areas, Staff Operators will suspend automatic disbursement as provided in the prior paragraph and will safeguard such funds in an Escrow Account, or in another suitable account, as determined in Staff Operators's sole discretion, until the earlier of (a) the Freelancer is able to and does in fact withdraw the funds, or (b) Staff Operators is required by law to escheat the funds to an appropriate legal authority, after which the Freelancer can seek to recover the funds from such authority.

Hourly Contracts. Freelancer Fees become available to Freelancers no later than following the expiration of the five-day security period and dispute period.

Fixed-Price Contracts. Freelancer Fees become available to Freelancers no later than following the expiration of the five-day security period. The security period begins after Client accepts work submitted by Freelancer and approves payment.

Except as expressly provided in the Terms of Service or the Escrow Instructions and as prohibited by applicable law, Staff Operators may refuse to process, may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us, or take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the Site or is using the Site unlawfully; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Staff Operators will release the hold as soon as practicable.

In addition, except as expressly provided in the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you or your Client despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Staff Operators (and Staff Operators will have the right) to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.

6.4 NON-PAYMENT OR DEFAULT

This section describes the actions Staff Operators can take if a Client does not pay fees on time. Staff Operators is not responsible for a Client’s non-payment of fees.

If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Staff Operators), Staff Operators will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Staff Operators within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Staff Operators for Freelancer Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Staff Operators upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, Staff Operators, Staff Operators, Staff Operators or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Staff Operators, Staff Operators or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Staff Operators does not guarantee that Client is able to pay or will pay Freelancer Fees, and Staff Operators is not liable for and may reverse Freelancer Fees if Client is in default or initiates a chargeback of funds with their financial institution. Freelancer may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Freelancer chooses. If Staff Operators recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section 6.4, Staff Operators will disburse any portion attributable to Freelancer Fees to the applicable Freelancer to the extent not already paid by Client or credited by Staff Operators through any Payment Protection program.

6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS

Clients agree that, once Staff Operators charges their Payment Methods, the charge cannot be refunded except on a condition agreed in the Escrow Instructions. Clients agree not to initiate any chargebacks from their credit card companies, banks, or the like.

Client acknowledges and agrees that Staff Operators or its affiliates Staff Operators or Staff Operators may charge or debit Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement. Once Staff Operators or its affiliates Staff Operators or Staff Operators charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as provided in the applicable Escrow Instructions or as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Staff Operators or its affiliates Staff Operators or Staff Operators may dispute or appeal the chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.

6.6 PAYMENT METHODS

Clients and Freelancers agree to designate a Payment Method and authorize us to charge that Payment Method.

In order to use certain Site Services, Users must provide account information for at least one valid Payment Method. Certain Site Services, as indicated on the Site from time to time, may require Users to provide a backup Payment Method.

As a Client or Freelancer, you hereby authorize Staff Operators, Staff Operators, and Staff Operators, as applicable, to run credit card authorizations on all credit cards provided by Client or Freelancer, to store credit card and banking or other financial details as Client or Freelancer's method of payment consistent with our Privacy Policy, and to charge Client or Freelancer’s credit card (or any other Payment Method) for the Freelancer Fees or Service Fees and any other amounts owed under the Terms of Service. If your primary Payment Method fails, you authorize us to charge your backup Payment Method for any amounts due. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site or by authorizing payments with the Payment Method, you represent that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the Payment Method(s); (c) you are an employee or agent of a company or person that owns the Payment Method, that you are authorized by the company or person to use the Payment Method to make payments on Staff Operators; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law.

When you authorize a payment using a Payment Method via the Site, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client or Freelancer’s Payment Method(s), Client or Freelancer is solely responsible for paying such amounts by other means.

Staff Operators is not liable to any User if Staff Operators does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Staff Operators will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

If your Payment Method uses a currency other than U.S. Dollars, we may show you foreign currency conversion rates for us to change your currency into U.S. Dollars. The rates we show you may be different than the rates that apply to us and may not be the best rate available to you

The Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site will display foreign currency conversion rates that Staff Operators, Staff Operators, Staff Operators, or our other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment or disbursement in U.S. Dollars and Staff Operators, its affiliates Staff Operators or Staff Operators, as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Staff Operators or one of our Affiliates will charge, debit, or credit the User’s Payment Method in U.S. Dollars and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved and any fees assessed by the User's provider will be the responsibility of the User. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. Staff Operators, Staff Operators, Staff Operators, and our other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars or for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

7. NON-CIRCUMVENTION

You agree to communicate through the Site and make and receive payments only through the Site for two years from the date you first identify or meet your Client or Freelancer on the Site, unless you pay a Conversion Fee or are communicating with your Client or making or receiving payment through a site or platform owned and operated by an affiliate of Staff Operators. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

7.1 MAKING PAYMENTS THROUGH Staff Operators

You agree to exclusively use Staff Operators (or sites or platforms owned and operated by affiliates of Staff Operators) to make payments for work that arises out of a relationship you made through Staff Operators for two years from the date you first established the relationship.

You acknowledge and agree that a substantial portion of the compensation Staff Operators receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “Staff Operators Relationship”). Staff Operators only receives the Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an Staff Operators Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. Additionally, if you and another User choose to use a site or platform owned and operated by an affiliate of Staff Operators, the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:

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

You agree to notify Staff Operators immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Staff Operators here.

You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.

7.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

Prior to entering into a Service Contract, you agree to communicate with other Users exclusively through Staff Operators.

The provisions of this Section 7.2 apply to any interaction between Users where the Client has a Basic, Plus, or Marketplace Account, and do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client” means a Client, including an Enterprise client or an Staff Operators Business Client, that has the following “Enterprise” badge displayed on its job post or search tile:

For Users subject to this Section 7.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Staff Operators as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Staff Operators; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.

You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

7.3 OPTING OUT

You may opt out of the non-circumvention agreement if you pay a fee.

You may opt out of the obligations in Section 7.1 with respect to each Staff Operators Relationship only if the Client or Freelancer pays Staff Operators a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Staff Operators Relationship, unless Client and Freelancer have had an Staff Operators Relationship for at least two (2) years.

The Conversion Fee may be calculated differently for Staff Operators Relationships when the Client is an Enterprise Client if the Enterprise Client contract with Staff Operators provides for different terms.

To learn more about the Conversion Fee or how to pay it visit our Help Center here.

You understand and agree that if Staff Operators determines that you have violated Section 7, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of Staff Operators’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

You agree that the Conversion Fee is 13.5% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly rate charged by the Freelancer on any Service Contract with the Client, if any; or (b) if there is no hourly rate on a Service contract, the hourly rate in the Freelancer’s profile when the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to a client service fee. If Client and Freelancer have had an Staff Operators Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes. The Conversion Fee is not refundable. Staff Operators will apply a discount on the Conversion Fee that is equal to the total amount of the client service fees that Client has paid to Staff Operators in the preceding twelve (12) months on each marketplace Service Contract between the Client and the Freelancer. In no event shall the Conversion Fee be discounted below the minimum of $1,000 USD.

8. RECORDS OF COMPLIANCE

You agree to make and keep all required records.

You are solely responsible for creation, storage, and backup of your business records. You agree that Staff Operators has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

9. WARRANTY DISCLAIMER

We are not responsible for the quality, safety, or reliability of our Services.

Staff Operators and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Staff Operators and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

Any liability we may have to you is limited.

Staff Operators is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will Staff Operators, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Staff Operators, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees retained by Staff Operators with respect to service contracts on which User was involved as Client or Freelancer during the six-month period preceding the date of the claim.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Staff Operators has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

11. RELEASE

You agree not to hold us responsible for any dispute you may have with another User.

In recognition of the fact that Staff Operators is not a party to any contract between Users, you hereby release Staff Operators, Staff Operators, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers 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 any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

This release will not apply to a claim that Staff Operators failed to meet our obligations under the Terms of Service.

12. INDEMNIFICATION

If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below.

You will indemnify, defend, and hold harmless Staff Operators, Staff Operators, our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

13. AGREEMENT TERM AND TERMINATION

This section discusses when and how long this Agreement will last, when and how either you or Staff Operators can end this Agreement, and what happens if either of us ends the Agreement.

13.1 TERMINATION

You and Staff Operators both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.

Unless both you and Staff Operators expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legalnotices@Staff Operators.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.

You agree that Staff Operators is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you thereby instruct Staff Operators to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Staff Operators will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Staff Operators for any Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

Without limiting Staff Operators’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Staff Operators’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Staff Operators decides to temporarily or permanently close your account, Staff Operators has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Staff Operators will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.

13.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Staff Operators expressly disclaims liability. Staff Operators may retain some or all of your Account information as permitted or required by law and the Privacy Policy.

13.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Staff Operators from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND Staff Operators, ARBITRATION AGREEMENT, CLASS ACTION WAIVER

Section 14 discusses your agreement with Staff Operators and our agreement with you about how we will resolve any disputes between your business and ours, including that we will both first try to resolve any dispute informally on an individual basis and, if you are in the United States, that we both agree to use individual arbitration instead of going to court or using a jury if we can’t resolve the dispute informally.

Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.

14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Staff Operators or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Staff Operators, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise at any time through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the "Arbitration Agreement"). This includes any and all claims that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Staff Operators (including without limitation any claimed employment with Staff Operators or one of our Affiliates or successors), the termination of your relationship with Staff Operators, or the Services (each a “Claim” and collectively, “Claims”).

Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Agreement.

By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by individual arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

14.2 CHOICE OF LAW

This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions; provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resided at the time the dispute arose.

However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) including its procedural provisions, and not state law, governs the interpretation and enforcement of this Arbitration Agreement.

14.3 PRE-ARBITRATION INFORMAL DISPUTE RESOLUTION REQUIREMENT

Before serving a demand for arbitration of a Claim, you and Staff Operators agree to first notify each other of the Claim. You agree to notify Staff Operators of the Claim by email to legalnotices@Staff Operators.com, and Staff Operators agrees to provide to you a notice at your email address on file (in each case, a “Notice”). Any Notice must include sufficient information to provide fair notice of the claimant’s identity, the claims being asserted, and the factual allegations on which they are based, including proof that the claimant is a party to this Arbitration Agreement and, if the claimant is a User, proof that the claimant is the owner of the account associated with the claim, so that you or Staff Operators, as applicable, may evaluate the Claim and attempt to informally resolve it. Such proof may include relevant account information, and/or other information sufficient to verify the identity of the claimant. The failure to provide such information shall result in dismissal of any related arbitration demand. The parties agree that the arbitrator shall have authority to enforce this provision and that any disputes regarding this provision shall be resolved exclusively by the arbitrator.

Both you and Staff Operators will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action. During that 60-day period, either you or Staff Operators may request an individualized discussion, by telephone or videoconference, regarding resolution of the dispute (“Informal Settlement Discussion”). If either you or Staff Operators request an Informal Settlement Discussion, you and a representative of Staff Operators must both personally participate in the Informal Settlement Discussion in a good-faith effort to resolve only the dispute between us. If you are represented by counsel, your counsel may participate in the Informal Settlement Discussion, but you must also personally participate.

If we do not resolve the dispute between us within 60 calendar days after the Notice is received, and both parties have personally participated in any requested Informal Settlement Discussion, you or Staff Operators may then commence an arbitration in accordance with this Arbitration Agreement. To facilitate good-faith efforts to resolve any dispute, you and Staff Operators both agree not to disclose the amount of any settlement offer made by Staff Operators or by you during the Informal Settlement Discussion in any subsequent arbitration. You and Staff Operators both agree that a court may enter injunctive relief to enforce the pre-filing requirements of this section, including an injunction to stay an arbitration that has been commenced in violation of this section.

14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)

This Arbitration Agreement applies to all Users located in or who reside in the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Staff Operators, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

14.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

Scope: This Arbitration Agreement applies to any Claim (defined above) the parties may have, whether based on past, present, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Staff Operators ends. This Arbitration Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Individual Arbitration: Except as otherwise provided in this Agreement, one neutral arbitration will be selected and will conduct any individual arbitration in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect (available at www.jamsadr.com). Any individual arbitration of a claim by a Freelancer that alleges employment or worker classification disputes will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. Notwithstanding the foregoing, you and Staff Operators agree that the arbitrator in any individual arbitration shall be selected from among all JAMS neutrals available to travel to Santa Clara County, California. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

Mass Arbitration: If 25 or more individuals (inclusive of both sole proprietors and any other form of business entity under the laws of any State) who are represented by the same law firm or by law firms acting in coordination seek to file arbitrations raising similar claims against the same party or related parties, regardless of when the claims are filed, you and Staff Operators each agree that the JAMS Mass Arbitration Procedures and Guidelines (available at www.jamsadr.com) shall apply to all such claims. The JAMS Mass Arbitration Procedures and Guidelines are specially designed to facilitate the fair, expeditious, and efficient resolution of mass arbitrations., any conflicting procedures in this Section notwithstanding. For purposes of Section 1(c) of the JAMS Mass Arbitration Procedures and Guidelines, you and Staff Operators each agree that a Mass Arbitration is defined as 25 or more similar demands for Arbitration.

If seventy five (75) or more individuals who are represented by the same law firm or by law firms acting in coordination seek to file arbitrations raising similar claims against the same party or related parties, regardless of when the claims are filed (“Mass Claimants”), you and Staff Operators each agree that the JAMS Mass Arbitration Procedures and Guidelines shall apply to all such claims, and also agree to the following Mediation and Bellwether Process:

The Mass Claimants’ counsel and Staff Operators will each select five (5) “Bellwether Cases” (ten (10) cases total) to be resolved individually by different arbitrators in accordance with the JAMS Expedited Procedures. The selection of arbitrators shall be conducted pursuant to the process set forth in Rule 15 of the JAMS Comprehensive Arbitration Rules & Procedures (https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-15). If either the Mass Claimants’ counsel or Staff Operators do not select their five (5) Bellwether Cases in a reasonable time, the Process Administrator, as defined in Procedure 3 of the JAMS Mass Arbitration Procedures and Guidelines, shall select the outstanding Bellwether Cases.
Until all of the Bellwether Cases are resolved, none of the non-bellwether claimants represented by the Mass Claimants’ counsel may proceed to arbitration, and neither you nor us will be responsible for or cause JAMS to issue invoices for any filing, case management, arbitrators’ services, or other fee(s) for such claimants’ claims. Stage One shall be deemed complete upon final resolution of all Bellwether Cases.
After all of the Bellwether Cases are resolved, and within 90 days, Staff Operators and Mass Claimants’ counsel shall participate in a single mediation of all remaining non-bellwether cases, before a mutually-agreed mediator. Staff Operators will pay the mediation fee. If the parties cannot agree on how to resolve the remaining cases after mediation, the Mass Arbitration may proceed in accordance with the JAMS Rules and JAMS Mass Arbitration Procedures and Guidelines.
You and Staff Operators agree that, from the date of submission of the Mass Claimants’ claims to JAMS until fourteen (14) days after the date of the above-described mediation shall be a Tolling Period. You and Staff Operators agree that the Tolling Period shall not be included in calculating any statute of limitations, statute of repose, or other time-related defense, whether statutory, contractual or otherwise, and whether at law in equity or otherwise that might be applicable to the Mass Claimants’ claims or to Staff Operators’s defenses.

The Bellwether Process and Tolling Agreement may be modified in whole or in part by mutual, written agreement of you and Staff Operators. The Process Administrator shall resolve any disputes about the interpretation, applicability or enforceability of the Bellwether Process.

Confidentiality: All aspects of any arbitration under this Section 14.4.1, and any ruling, decision, or award by the arbitrator in any such arbitration, will be strictly confidential for the benefit of all parties.

Arbitration Fees and Costs: Because all Users agree to access and use the Staff Operators platform for business purposes only and not for personal or consumer use, as provided in Section 1.2 above, Users are not “consumers” under the JAMS Consumer Minimum Standards of Procedural Fairness (https://www.jamsadr.com/consumer-minimum-standards/) or the California Arbitration Act, Cal. Code Civ. Proc. §§ 1280 et seq. You and Staff Operators therefore agree that arbitration fees and costs shall be allocated pursuant to the JAMS Comprehensive Arbitration Rules, including without limitation Comprehensive Rules 5, 24, and 31. Consistent with Rule 5, the arbitration shall not commence until each party has paid its pro rata share of JAMS fees and expenses as set forth in the JAMS fee schedule in effect at the time of the commencement of the arbitration. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

To the extent permitted by law, a claimant must pay all reasonable costs and fees incurred by the responding party or parties—including arbitration fees, attorney fees, and expert fees—if an arbitrator or court determines that any Claim (i) was not warranted by existing law or by a nonfrivolous argument or (ii) was filed in arbitration for any improper purpose, including to harass the responding party, cause unnecessary delay, or increase the cost of dispute resolution.

JAMS Rules Disputes: Pursuant to JAMS Comprehensive Arbitration Rule 1(c), any dispute regarding the applicability of a particular set of JAMS rules as set forth in this Section 14 shall be resolved exclusively by the JAMS National Arbitration Committee (NAC), based upon a written report and recommendation by a member of the NAC, prior to the commencement of any arbitration.

Offers of Settlement: You, Staff Operators, and our Affiliates agree that, at least fourteen (14) calendar days before the date set for an arbitration hearing with respect to any Claim, any party may, but is not obligated to, make a written offer of judgment on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, which is first, it shall be deemed withdrawn and may not be submitted as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award in the arbitration, the other party shall not recover their post-offer costs and, to the extent permitted by law, shall pay all reasonable costs and fees—including arbitration fees—incurred by the offering party from the time of the written offer.

Exceptions: This Arbitration Agreement does not apply to litigation between Staff Operators and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4 below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Agreement will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.

This Arbitration Agreement also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement. This Arbitration Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Staff Operators will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

14.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Agreement is the full and complete agreement relating to the formal resolution of Claims. The parties agree that the arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Agreement, including the enforceability, revocability, scope, breach, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.

Nothing in this Section shall be interpreted to limit the authority or jurisdiction of a Process Administrator under the JAMS Mass Arbitration Procedures and Guidelines.

In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable, except as set forth in Section 14.4.3 below.

14.4.3 CLASS AND COLLECTIVE WAIVER

Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Agreement and may be maintained in a court of law. However, this Arbitration Agreement affects your ability to participate in class or collective actions. Both you and Staff Operators agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. Other than as provided for by the JAMS Mass Arbitration Procedures and Guidelines, no arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You and Staff Operators agree that you will not be retaliated against as a result of your filing or participating in a class or collective action in any forum. However, Staff Operators may lawfully seek enforcement of this Arbitration Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

14.4.4 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

You may opt out of the Arbitration Agreement contained in this Section 14 by notifying Staff Operators in writing within 30 days of the date you first registered for the Site or within 30 days of future changes to this Arbitration Agreement, as applicable. To opt out, you must send a written notification to Staff Operators at Attn: Legal, 3490 S 4400 W #70008 West Valley City, UT 84120-9998 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Agreement. Alternatively, you may send this written notification to legalnotices@Staff Operators.com.

Opting out of this Arbitration Agreement will not affect any other terms of this Agreement.

If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Staff Operators constitutes mutual acceptance of the terms of this Arbitration Agreement by you and Staff Operators. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

14.4.5 Enforcement of this Arbitration Agreement

This Arbitration Agreement replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.

15. GENERAL

Additional terms of the agreement between you and Staff Operators, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is a Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of Staff Operators (“Premium Agreement”), in which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement.

15.2 MODIFICATIONS; WAIVER

We may modify these terms and will provide you reasonable advance notice of substantial changes.

Subject to the conditions set forth herein, Staff Operators may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Staff Operators will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by Staff Operators, Staff Operators will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Staff Operators unless they are agreed in a written instrument signed by a duly authorized representative of Staff Operators or posted on the Site by Staff Operators. Email will not constitute a written instrument as contemplated by this Section 15.2.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

15.3 ASSIGNABILITY

You may not transfer any rights you have under our Terms of Service unless we give you approval

These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section.

In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Staff Operators Attn: Legal, 3490 S 4400 W #70008 West Valley City, UT 84120-9998 or via email to legalnotices@Staff Operators.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Staff Operators does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Clients.

No other assignments are valid without Staff Operators’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.

15.4 SEVERABILITY; INTERPRETATION

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

15.5 FORCE MAJEURE

When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement.

The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

15.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Staff Operators makes no representations that the Site or Services are appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS

Staff Operators and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Staff Operators and its Affiliates rather than in paper form.

16. 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.

"Affiliate" means anyone or anything that in any way manages, is managed by, or shares management with us.

“Client” means any authorized User of the Site or Site Services, including Direct Contract Services, to seek or obtain Freelancer Services, including from another User.

“Client Initiated Direct Contract” means a Service Contract entered into on Staff Operators between a Client on Staff Operators and an eligible freelancer. An eligible freelancer is one who was not already or previously registered on Staff Operators when the Client sent the Client Initiated Direct Contract to the freelancer. The eligible freelancer must register for an Staff Operators Account and accept the contract from the Client. Dispute assistance and payment protection are not offered for Client Initiated Direct Contracts.

“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 Freelancer 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, Freelancer Escrow Account, or Fixed-Price Escrow Account.

“Escrow Instructions” means the Escrow Instructions 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 Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

“Freelancer” 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 Freelancer Services to Clients, including Agency Member Accounts and Freelancer Accounts that are part of Agency Accounts.

“Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.

“Freelancer Initiated Direct Contract” means a Service Contract entered into on Staff Operators between a Freelancer on Staff Operators and an eligible client of the Freelancer’s. Eligible clients are those who were not already or previously registered on Staff Operators when the initial Service Contract was sent. The eligible client must register for an Staff Operators Account and accept the contract from the Freelancer. Users with a Direct Contract enter into the applicable marketplace Service Contract Escrow Instructions, depending on whether the contract entered is an hourly or a fixed-price contract.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.

“Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer 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 Staff Operators, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Staff Operators may accept from time to time in our sole discretion.

“Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

“Staffing Employee” means a Freelancer enrolled in Staff Operators Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).

“Service Contract” means, as applicable, (a) the contractual provisions between a marketplace or Direct Contract Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; (b) an Any Hire Contract as defined in the Staff Operators Any Hire Terms; or (c) if you use Staff Operators Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.

“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.

“Staff Operators App” means the online platform accessed using Staff Operators’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 Staff Operators, 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 Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Terms of Use

Effective September 10th 2025

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This document explains the rules that keep our marketplace running.

We call these rules our Terms of Use. They apply to Staff Operators.com and all the websites and apps we own or run. (And by we, we mean Staff Operators and our affiliates, which we may also refer to as us.)

These terms explain how we expect you to behave when you’re using Staff Operators – whether you’re a registered user or unregistered site visitor on our site.

Please read these rules carefully: by using our site, you’re agreeing to follow them.

Contents

1. About licenses and third party content

1.1 We let you use our site and services

1.2 We can stop you using our site and services

1.3 We keep the rights to our intellectual property

1.4 You can use Staff Operators to share your content with the world

1.4.1 You’re responsible for what you post

1.4.2 Other people have some rights to what you post

1.4.3 We’re open to your ideas

1.5 Third parties post on Staff Operators too

1.6 You can make a copyright complaint

2. What you’re allowed to do on Staff Operators

3. What you’re not allowed to do on Staff Operators

3.1 Post unacceptable content

3.2 Act in a misleading or fraudulent way

3.3 Treat others unfairly

3.4 Abuse our feedback system

3.5 Other uses that aren’t allowed

4. Enforcing our terms of use

4.1 We enforce these rules

4.2 Tell us if you see someone breaking these rules

5. Definitions

When you see this symbol, look for a simple summary for each section. We wrote these to help you get a quick overview, but you'll need to read the sections completely to get all the details of what you're agreeing to.

1. About licenses and third party content

Here we’ve included the conditions for using our site, which we do our best to keep running smoothly (1.1). That means we have the right to stop people from using our site and services if needed (1.2).

You can’t use our intellectual property (1.3), but you can post your own content to Staff Operators. You’re responsible for this content (1.4), and equally, we’re not responsible for content you come across from other users (1.5). If you think someone is using something you’ve copyrighted, just let us know (1.6).

1.1 We let you use our site and services

Technically, we’re giving you a ‘limited license’ to the site. Here’s what that means.

We’re happy for you to access our website and services (known as the services). You’re free to have this access (or limited license) as long as you follow these terms of use and all of our other Terms of Service as they apply to you.

We’ll do our best to make sure our services are safe and working as they should, but we can’t guarantee you’ll have access continuously. In fact, we might even stop providing certain features or the services completely, and don’t have to give notice if we do.

1.2 We can stop letting you use our services

We can take away your right to use our services at any time.

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

1.3 We keep the rights to our intellectual property

Using our services doesn’t mean you can use any of our trademarks or other intellectual property, like copyrights and patents. We keep all of our rights to our intellectual property, even though we let you use our services.

Our logos and names are our trademarks and registered in certain jurisdictions. Any other product or company names, logos or similar marks and symbols you see on Staff Operators may be trademarked by our partners or other users like you.

1.4 You can use Staff Operators to share your content with the world

1.4.1 You’re responsible for what you post

You’re responsible for how you use our site and anything you post on it. If someone makes a claim against us because of anything you put on the site, you agree to compensate us for our legal fees and expenses (the lawyers call this, ‘indemnification’).

When you post content on (or through) our site or give us content for posting, you agree that you’re completely responsible for that content and we’re not. You also agree to only post or give us content that:

you have the right to post
is legal
doesn’t violate anyone’s rights, including intellectual property rights.

You acknowledge and agree that whoever posts content is responsible for any harm caused to anyone by that content – not Staff Operators – and that you’ll compensate and defend us, our partners, employees and representatives against any costs or legal or government action we have because of your content.

1.4.2 Other people have some rights to what you post

By posting content on the site, you give other people some rights to that content.

Whenever you post content on our site, you give us and our affiliates a permanent right (called an ‘irrevocable and non-exclusive worldwide license’) to use, edit and share that content – across the world and without paying royalties. If your name, voice and image appear in content you post, we also might use those on the site or in our day-to-day business. For example, if you’re a freelancer, we might share your profile with clients we think could be a good match.

You also give each user and site visitor the right to access and use your content through the site. They also have the right to use, copy and share your content – as long as they do it through the site, and follow both our Terms of Service and the law.

We might show ads near your content and information, without compensating you. Depending on choices you make in your profile, we might also include your name or photo when promoting one of our features.

1.4.3 We’re open to your ideas

We’d love to hear your thoughts on improving Staff Operators. Here’s what happens when you share them.

You can send us comments and suggestions about our services and ways to improve them. If you do, you’re agreeing your ideas are free and unsolicited, and you don’t expect or ask anything in return, unless we’ve specifically asked you for your ideas and offered something in return (we like to keep our word).

You agree we’re free to use, change and share the idea as we like, without being obligated to to give you anything for it. And if you do send us an idea, you also agree that this doesn’t affect our right to use similar or related ideas – including those we already have or get from others.

1.5 Third parties post on Staff Operators, too

Anyone else who uses our site is responsible for what they post or link on Staff Operators.

We’re not responsible for the accuracy or reliability of any content shared by other people on our site, unless they’re officially working for us when they share or post the content. Any content represents the views of the person sharing it, not Staff Operators.

Our site might also contain links or other access to third-party websites and applications. These sites and applications are owned and run by other parties, not Staff Operators. If we use a link or application that goes to a third-party website, it doesn’t mean that we endorse it and you agree that you use it without our endorsement.

1.6 You can make a copyright complaint

If you think content on our site infringes your rights, you can ask to have it removed.

We’re committed to following U.S. copyright and related laws and need site visitors and users to follow them as well. That means you can’t use our site to store or share anything that infringes anyone’s intellectual property rights, including their rights under U.S. copyright law.

If you own copyrighted work and think your rights under U.S. copyright law have been infringed by anything on our site, the Digital Millennium Copyright Act means you can ask us to take it down. Here’s how to report it.

2. What you’re allowed to do on Staff Operators

You can only use our services for work and to learn from the information we share.

Our site and services were made to be used for business, not for personal or consumer use. We run our marketplace to help users find each other, build working relationships, and make and receive payments for that work.

You can also use some of our services to get information we think might be interesting and useful for our site visitors and users – like our Staff Operators blog. While we do our best to make sure that this information is timely and accurate, there might sometimes be mistakes. We don’t make any guarantees about information posted on our site, so never use it as tax or legal advice. And you should always double-check the information for yourself.

**3. What you’re not allowed to do on Staff Operators**

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

posting unacceptable content (3.1)
acting in a misleading or fraudulent way (3.2)
treating others unfairly (3.3)
abusing our feedback system (3.4)
other uses that aren’t allowed (3.5)

In short, you’re not allowed to use our services to do (or encourage others to do) anything that is illegal, fraudulent or harmful. If you don’t see something on one of the lists below, you shouldn’t assume it’s allowed. When in doubt, contact us to check.

3.1 Posting unacceptable content

You can’t offer, share, support or try to find anything that:

is illegal or defamatory
is violent, discriminatory or harassing, either generally or towards a specific person or group (or encourages others to be), including anyone who is part of a legally protected group
is sexually explicit or related to sex work or escort services
is in any way related to child exploitation
would infringe on any intellectual property rights, including copyrights
would violate our Terms of Service, another website’s terms of service, or any similar contract
would go against professional or academic standards or policies – including improperly submitting someone else’s work as your own, or by ghost-writing essays, tests, or certifications
involves purchasing or requesting a fake review or is connected in any way to making or sharing misleading content (like ‘deep fakes’ or ‘fake news’) which is intended to deceive others.

3.2 Acting in a misleading or fraudulent way

On Staff Operators, you can’t do anything that’s dishonest or meant to fool others.

You can’t misrepresent yourself, your experience, skills or professional qualifications, or that of others. This includes:

lying about your experience, skills or professional qualifications
using generative AI or other tools to substantially bolster your job proposals or work product if such use is restricted by your client or violates any third-party's rights
passing off any part of someone else’s profile or identity as your own
using a profile picture that isn’t you, misrepresents your identity or is someone else
impersonating or falsely attributing statements to any person or entity, including an Staff Operators representative or forum leader
falsely claiming or implying you’re connected to a person or organization (including Staff Operators) – for example, you can’t say you work for a particular company when you don’t, and agencies can’t use a freelancer’s profile if they’ve stopped working together.

Similarly, you must always be honest about who’s doing the work. That means you can’t:

allow someone else to use your account, which misleads other users or
falsely claim one freelancer will do a job when another will actually do it – including submitting a proposal on behalf of a freelancer who can’t or won’t do the work.

We’re particularly invested in avoiding fraud and misrepresentations when it comes to payments. This means:

Freelancers can’t fraudulently charge a client in any way, including by:

falsifying the hours, keystrokes or clicks recorded in the Staff Operators app
reporting or billing time you haven’t actually worked
reporting time worked by someone else and claiming you did the work
demanding bribes or other payments without the intention of or without actually providing services in exchange for the payment.

Clients can’t engage in fraud related to payments, including by:

posting jobs with payment terms that are objectively unreasonable or disproportionate to the scope of services requested
hiring themselves as freelancers and paying themselves
demanding services without the intention of or without actually providing payment in exchange for the services.

3.3 Treating others unfairly

Everyone should be treated fairly and legally on Staff Operators.

You can’t use Staff Operators to:

express an unlawful preference in a job post or proposal
unlawfully discriminate against someone
incite or encourage violence
post personal identifying information or other sensitive, private data about another person
spam other users with proposals or invites. This includes posting the same job several times at once and contacting people you connected with on Staff Operators outside of Staff Operators without their permission
make or demand bribes or payments for anything other than the work
ask for or demand free work – you can’t ask freelancers to submit work for little or no payment as part of a proposal bid or competition
request a fee in order to submit a proposal
request or provide services that primarily concern making purchases on behalf of another, including the purchase of cryptocurrency or NFTs.

3.4 Abusing our feedback system

You must use our feedback system honestly and fairly.

That means you can’t:

withhold payment or work until you’ve been given positive feedback
swap payment (or anything of value) for feedback, including with third parties
coerce another user by threatening negative feedback
use the system to share unrelated views (like about politics or religion)
offer or accept fake services to improve your feedback or rating score, which is called feedback building
hire and rate yourself.

3.5 Other uses that aren’t allowed

Staff Operators relies on technology and trust – here’s how we maintain those things.

You can’t copy, share or give away your account. You can’t have multiple accounts and you can’t sell, trade or give your account to anyone else without our permission.
You can’t go around us. In particular, you can’t talk to another user or ask for or share a way to get in touch - a means of direct contact - outside of Staff Operators before you’ve agreed to a service contract. This means you can’t add your contact details to a job post, your profile, communications or other content. (There are exceptions to this for Enterprise clients.)
You can’t promote other organizations – including advertising any other websites, products or services. You also can’t use our site to recruit freelancers or clients to join another agency, website or company, unless you pay us a fee to do so. For more information, take a look at Section 7 of our User Agreement.
You can't be a current or recent Lifted employee and use our site. By using our site, you confirm that you are not currently employed by Lifted Solutions, LLC or any of its subsidiaries, and that you have not been employed by them at any time during this calendar year or within the past six months.
You can’t interfere with our technology or tamper with our site or services. That means you can’t:
- bypass any security features we’ve put in place to restrict how you use the site – you’re not allowed to try and get around restrictions on copying content
- interfere with or compromise our systems, server security, or transmissions
- use a robot, spider, scraper, or similar mechanisms on our site without written permission
- copy, distribute, or otherwise use any information you found on Staff Operators, if whether directly or through third parties (like search engines), without our consent (no scraping allowed)
- collect or use identifiable information, including account names)
- overwhelm the site with an unreasonable or large amount of information
- introduce any malware or any other code or viruses that could harm us, our customers, or our services
- access our services through any technology other than our interface
- frame or link to the services without our written permission
- use our services to build a similar service, identify or poach our users or publish any performance or benchmark analysis relating to the site
- reverse engineer, decipher, modify, or take source code from our site that is not open source without our written permission.

4. Enforcing our terms of use

If you break any of these rules, we can suspend your account and stop you from using Staff Operators (4.1). If you see someone else breaking these rules, please let us know (4.2).

4.1 We enforce these rules

We have the right to look into any potential violations of these terms of use, and might decide to pause, change or take away any content on our site when we do.

We can’t guarantee that we’ll take action against every potential violation, but just because we don’t take action against one breach doesn’t waive our right to take action against any future breaches, whether they’re related to the first breach or not.

If we do suspect rule-breaking, we can stop you using our site at any time. You may not be able to use any of our services if we disable or close your account, but you will still be responsible to pay for all services used before your account was closed. In addition, these things will continue:

our rights to use and share your content and feedback (Section 1.4.2)
our users’ and visitors' rights to share your content (Section 1.4.2)
your agreement to all the rules outlined in Section 3 on this page.

4.2 Tell us if you see someone breaking these rules

What to do if you become aware of a violation of our Terms of Use.

If you believe anyone is breaking any of our terms of use, please let our customer service team know or report it wherever you see this flag:

If we follow up on the breach, you agree to help with our investigation and take reasonable steps to help us fix the problem.

5. Definitions

Here, we explain some of the terms we’ve used in our Terms of Use. Any other terms in italics should be defined when they’re mentioned, in the User Agreement or Terms of Service.

An affiliate is anyone or anything that in any way manages, is managed by, or shares management with us.

A client is someone using our site to find freelancer services from another user.

A deep fake is a video or image that has been changed to replace one person with another in a deliberately misleading way, without asking the person whose face has been used.

A freelancer is an individual or agency using our site to offer their services to clients.

Freelancer services refer to the work freelancers do on Staff Operators.

A means of direct contact is information that would let someone get in touch with you directly (or find the information to do that) so you can bypass our site. For example, phone numbers, email and physical addresses, social media accounts, and personal websites with contact information are means of direct contact.

Site services are all services, applications and products – apart from freelancer services – that people can access through Staff Operators.

Content is what users post to Staff Operators themselves, like comments, profiles, feedback, images, or other information. It includes anything posted by you even if elements of the content were originally generated by generative AI or other tools, or in response to questions posed to you by Staff Operators or other users or Staff Operators.

Any Hire Terms

Effective July 28th 2025

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This Staff Operators Any Hire Terms (“Any Hire Terms”) defines the agreement between you (the “Client” or the “Freelancer”, as applicable) and Staff Operators (“Staff Operators”) regarding Any Hire services offered through the Site at www.Staff Operators.com/anyhire as described in these Any Hire Terms (“Any Hire Services”), and are part of and incorporate by reference the Staff Operators User Agreement and other Terms of Service (collectively, the “Agreement”). The Any Hire Terms is in addition to and, except where explicitly stated, does not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.

In order to use Any Hire Services, you agree to be bound by the Any Hire contract terms and the Dispute Process and Arbitration and Class Action Waiver in the User Agreement. If you do not accept these terms, including the arbitration and class action waiver, you may not use or access any Any Hire Services.

1. ESCROW SERVICES

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

2. ROLE OF Staff Operators

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

3. ANY HIRE COMPLIANCE SERVICES

3.1 WORKER CLASSIFICATION

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

3.2 FREELANCER ENGAGEMENT

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

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

3.3 OPTION TO REJECT CLASSIFICATION SERVICES

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

3.4 LEGAL COMPLIANCE

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

3.5 OWNERSHIP OF FREELANCER WORK PRODUCT

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

4. CLIENT RESPONSIBILITIES

4.1 ANY HIRE CONTRACTS

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

4.2 Staff Operators PAYROLL AGREEMENTS

Client will inform Staff Operators 72 hours in advance, if possible, or as soon as possible thereafter, of the termination of any Any Hire Contract that uses Staff Operators Payroll Services. For hourly work performed by Freelancers classified as employees, (i) Client will be deemed to have automatically approved all hours worked at the time Client is invoiced for the work, including overtime and (ii) Client authorizes and instructs Staff Operators to make payment to Freelancer for time reflected on any weekly time sheet, including overtime payments. For Freelancers engaged by Staff Operators or Staffing Provider as employees, Client agrees to comply with all applicable laws (e.g., not requiring or encouraging any Freelancer to work without recording time, not discouraging or prohibiting Freelancers from taking any meal or rest periods authorized by law) and acknowledges and agrees it is responsible to pay that overtime wages.

4.3 NONDISCRIMINATION; COMPLIANCE WITH LAWS

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

4.4 FREELANCER ELIGIBILITY LIMITATIONS

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

4.5 CLIENT ACKNOWLEDGEMENTS

Other than as stated in these Any Hire Terms, Client expressly acknowledges, agrees, and understands that: (i) except for the agent of record services, Staff Operators is not a party to the dealings between Client and Freelancer, including the substantive terms of posts, the selection of a Freelancer, the decision to contract with a Freelancer, and the performance or receipt of Freelancer Services or provisioning of Freelancer Work Product; (ii) Staff Operators does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (iii) Staff Operators makes no representations as to the quality, security, or legality of any Freelancer Services or Freelancer Work Product, and Staff Operators disclaims any and all liability relating thereto; (iv) Staff Operators does not set Freelancer’s work hours, work schedules, or location of work; (vi) Staff Operators will not provide Freelancer with training or any equipment, tools, labor, or materials needed to complete their work; (vii) Staff Operators does not provide the premises at which the Freelancer will perform the work; (viii) if there is a dispute between Client and Freelancer, that dispute is solely between Client and the Freelancer and Staff Operators will not be responsible or liable with respect to such dispute; (ix) neither Staff Operators nor its Affiliates is an employer of or joint employer or integrated or single enterprise with any Freelancer or Client; and (x) unless otherwise agreed as part of the relevant Any Hire Contract, independent contractor Freelancer(s) may hire employees or engage contractors or subcontractors (at his or her sole expense) to assist with providing the Freelancer Services. Staff Operators makes no representations about and does not guarantee the truth or accuracy of Freelancer’s listings on the Site; the ability of Freelancers to deliver the Freelancer Services; or that Client or Freelancer can or will actually complete a transaction.

5. FREELANCER ACKNOWLEDGEMENTS

Other than as stated in these Any Hire Terms, Freelancer expressly acknowledges, agrees, and understands that: (i) except for the agent of record services, Staff Operators is not a party to the dealings between Client and Freelancer, including the substantive terms of posts, the selection of a Freelancer, the decision to contract with a Freelancer, and the performance or receipt of Freelancer Services or provisioning of Freelancer Work Product; (ii) Staff Operators does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (iii) Staff Operators makes no representations as to the quality, security, or legality of any Freelancer Services or Freelancer Work Product, and Staff Operators disclaims any and all liability relating thereto; (iv) Staff Operators does not set Freelancer’s work hours, work schedules, or location of work; (vi) Staff Operators will not provide Freelancer with training or any equipment, tools, labor, or materials needed to complete their work; (vii) Staff Operators does not provide the premises at which the Freelancer will perform the work; (viii) if there is a dispute between Client and Freelancer, that dispute is solely between Client and the Freelancer and Staff Operators will not be responsible or liable with respect to such dispute; (ix) neither Staff Operators nor its Affiliates is an employer of or joint employer or integrated or single enterprise with any Freelancer or Client; and (x) unless otherwise agreed as part of the relevant Any Hire Contract, independent contractor Freelancer(s) may hire employees or engage contractors or subcontractors (at his or her sole expense) to assist with providing the Freelancer Services. Staff Operators makes no representations about and does not guarantee the truth or accuracy of Client’s listings on the Site; the ability of Clients to pay for the Freelancer Services; or that Client or Freelancer can or will actually complete a transaction.

6. FEES

6.1 CLIENT FEES

Client agrees to pay a flat fee per Any Hire Contract (“Any Hire Fee”) per two-week billing period (“Billing Period”) or any portion of a Billing Period as follows:

Freelancer engaged as an independent contractor: $49USD per month, billed each two-week billing period at $22.62USD

Freelancer engaged through Staff Operators Payroll (International): $49USD per month, billed each two-week billing period at $22.62USD

Freelancer engaged through Staff Operators Payroll (Domestic): $199USD per month, billed each two-week period at $91.60USD

Client also acknowledges and agrees that Client is responsible for applicable taxes and any Staffing Provider costs or applicable Payroll Services Fees (to be communicated at the start of the Any Hire Contract), as well as any payment processing fee. Information on Staff Operators’s Payroll offering and applicable fees can be found in the Staff Operators Payroll Agreement. All fees are invoiced on the Monday after the end of the Billing Period. Client acknowledges and understands that payment is due in full the day the invoice is sent. Client agrees and authorizes Staff Operators to charge Client’s Payment Method the full amount invoiced during a Billing Period on the same day the invoice is issued.

6.2 FREELANCER FEES

Freelancers engaged on an Any Hire Contract are not charged Freelancer Service Fees (see Sections 2.1, 2.2, and 2.3 of the Fee and ACH Agreement) for such Any Hire Contract. However, Freelancers will pay any other applicable fees (see Section 2.4 of the Fee and ACH Agreement). If such Freelancer enters into a Service Contract other than an Any Hire Contract, such Service Contract will be subject to Service Fees as applicable.

7. CLIENT AND FREELANCER AUTHORIZATION

Client and Freelancer represent and warrant that it has the authority to agree to these Any Hire Terms on behalf of themselves and the business entity they represent. Any actions performed by Staff Operators personnel on the Site at Client’s direction, express or implied, will be considered to be actions by and at the direction of Client.

8. INDEMNIFICATION FOR CLIENT

8.1 INTERACTION WITH OTHER TERMS OF SERVICE

These Any Hire Terms controls for any express conflicts between the User Agreement or the Staff Operators Payroll Agreement and these Any Hire Terms concerning indemnification obligations and limitation of liability of Staff Operators or Client with respect to Any Hire Services only, except as provided in Section 3.3.

8.2 INDEMNIFICATION BY Staff Operators

Staff Operators will indemnify, defend, and hold harmless Client and its directors, officers, agents and employees from and against any and all losses, damages, liabilities, judgments, or settlements awarded for Claims, up to a maximum of $50,000USD per Freelancer engaged under an Any Hire Contract, to the extent caused by: (i) Staff Operators’s misclassification of a Freelancer under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law; (ii) the failure of Staff Operators or Employment Provider to make, when due, a payment to a Freelancer related to these Any Hire Terms; (iii) Employment Provider’s failure to comply with applicable wage and hour laws or regulations; or (iv) Employment Provider’s violation of any law or regulation related to workplace safety or conduct, including laws related to illegal discrimination or harassment.

8.3 INDEMNIFICATION BY CLIENT

Client will indemnify, defend and hold harmless Staff Operators and its Affiliates and their directors, officers, agents and employees from and against any and all Claims, and/or any and all losses, costs, damages, liabilities, judgments, or settlements awarded for such Claims to the extent arising out of, resulting from or in connection with Client’s or any director, officer, agent, employee of Client, or any other person with apparent or actual authority to act on behalf of Client: (i) in excess of $50,000USD per Freelancer engaged under an Any Hire Contract; (ii) violation of any law or regulation, including laws related to illegal discrimination or harassment; (iii) misuse or unauthorized use of the Site; (iv) content posted by or on behalf of Client or at Client’s direction; (v) failure to comply with applicable wage and hour laws or regulations or any such failure by Staff Operators or the Employment Provider based on inaccurate or incomplete information provided by Client or which Client failed to update or was caused by Client; (vi) direction, participation or involvement with the Freelancer or Freelancer Services; or (vii) breach of Client’s obligations in Section 5 (Client Responsibilities).

8.4 INDEMNIFICATION REQUIREMENTS

The indemnification obligations of each party (the “Indemnifying Party”) are contingent upon the other party (the “Indemnified Party”) providing the Indemnifying Party with: (i) prompt written notice of any Claim for which indemnification may be sought under these Any Hire Terms; and (ii) proper and full information and assistance, at the Indemnifying Party’s expense and request, to settle or defend any such Claim. Each Indemnified Party will be entitled to participate in, through its own counsel at its own cost and expense, but not to determine or conduct, any defense or settlement of an indemnified Claim.

9. NO INDEMNIFICATION FOR FREELANCER

For the avoidance of doubt, Freelancer shall have no right to indemnity or any other remedy against Staff Operators, except as provided in the User Agreement Section 10, Section 11, and Section 12, all three of which shall be deemed to control any conflict with these Staff Operators Any Hire Terms.

10. LIMITATION OF LIABILITY

THIS SECTION 10 (LIMITATION OF LIABILITY) ONLY APPLIES TO AN ANY HIRE CONTRACT AND IS NOT CUMULATIVE TO ANY OTHER LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS DUE Staff Operators FROM CLIENT UNDER THIS AGREEMENT, AND (II) AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO INDEMNIFICATION OBLIGATIONS HEREIN. EXCEPT AS PROVIDED IN SECTION 8 WITH RESPECT TO CLIENTS, IN NO EVENT WILL Staff Operators BE LIABLE FOR AN AMOUNT GREATER THAN $50,000. CLIENT ACKNOWLEDGES THAT THE AMOUNTS PAYABLE UNDER THIS AGREEMENT ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. OTHER TERMS

This Agreement, including these Any Hire Terms along with the Staff Operators User Agreement and other Terms of Service, represents the entire agreement with Staff Operators and supersedes all prior agreements and understandings with respect to Any Hire Services. To the extent of an express conflict between these Any Hire Terms and the other Terms of Service, these Any Hire Terms shall govern any matters involving Any Hire Services. Provisions of the User Agreement and other Terms of Service that do not expressly conflict with any provision of the Any Hire Terms or are being applied to any products or services other than the Any Hire Services apply in full force and effect. Without voiding or affecting the applicability of any other provision of the User Agreement to the Any Hire Terms, Client specifically reiterates its agreement to comply with the DISPUTE PROCESS AND ARBITRATION AND CLASS ACTION WAIVER contained in Staff Operators’s User Agreement, and agrees that this provision applies with full force and effect to the Any Hire Terms.

You agree that you did not accept the Any Hire Terms based on any representations, whether written or oral, other than those contained in these Any Hire Terms along with the Staff Operators User Agreement and other Terms of Service. No modification of or amendment to the Any Hire Terms, nor any waiver of any rights, will be effective unless in writing signed by you and Staff Operators.

Client Initiated Direct Contracts Terms

Effective July 28th 2025

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This Staff Operators Client Initiated Direct Contracts Terms (“Direct Contract Terms”) defines the agreement between you (the “Client” or the “Freelancer”, as applicable) and Staff Operators (“Staff Operators”) regarding Direct Contract engagements and are part of and incorporate by reference the Staff Operators User Agreement the other Terms of Service, and the Fee and ACH Authorization Agreement (collectively, the “Agreement”). The Direct Contract Terms are in addition to and, except where explicitly stated, does not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.

1. ELIGIBILITY

To be eligible for Client Initiated Direct Contracts, the Client must have an account in good standing and be offered the opportunity to join this program by Staff Operators. Under this program, a Client may manage service contracts with eligible freelancers pursuant to these Terms.

Client Initiated Direct Contracts may only be offered to Freelancers that do not have a pre-existing relationship with Staff Operators (or an account with Staff Operators predecessors, oDesk or Elance, prior to 2014), and must register for an Staff Operators Account pursuant to Section 1 of the User Agreement.

A Client may have multiple active Client Initiated Direct Contracts. A Freelancer may only be engaged with a single Client pursuant to a Client Initiated DIrect Contract. All other engagements of the Freelancer will be subject to the fees and other terms and conditions of such offerings.

2. ESCROW SERVICES

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

3. ROLE OF Staff Operators

Client and Freelancer understand and agree that Staff Operators is not involved in or responsible for any work performed by Freelancer(s), is not involved in or responsible for any payment made under a Direct Contract except as provided in Section 2 (Escrow Services), and has no control over any Freelancer or Client. Staff Operators does not guarantee that Client or Freelancer will perform on the Direct Contract. Staff Operators does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract, select or contract any Freelancer to provide services to Client, determine or control any term or condition of the Direct Contract or Project, or cause any Freelancer to accept any Direct Contract or perform any Freelancer Services. The Parties agree that Client will select the Freelancer, that the scope of work will be set exclusively by agreement between Client and Freelancer, and that Client and Freelancer will take up any issues with the work and/or its scope between each other.

4. BILLING AND PAYMENTS

4.1 CLIENT FEES

Staff Operators will charge Clients a Direct Contracts Fee of $49 for each active Service Contract that is designated as a Client Initiated Direct Contracts. A Service Contract is considered active if an invoice was generated or a milestone was active in the prior month (i.e. past 30 days). Staff Operators will bill and charge the Client’s Payment Method on file the applicable amount of Direct Contracts Fees on the first of each calendar month. At its sole discretion, Staff Operators may offer Clients a different Direct Contracts Fee; any such rate must be explicitly communicated or agreed by an authorized representative of Staff Operators via email or a written agreement.

Client membership plan service fees, such as the Marketplace Fee or Business Plus Fee apply to Service Contracts initiated and managed under this Direct Contracts program. The Contract Initiation Fee does not apply to Service Contracts under this program.

No refunds of fees already paid will be given. Clients may opt out of the Direct Contract program or cancel a Service Contract pursuant to the applicable Escow Instructions and terms at any time, however Staff Operators will not refund any fees for Service Contracts that were considered active at any time in the month prior to the charge. Where applicable, Staff Operators will collect taxes (such as VAT) on the Direct Contracts Fee.

4.2 FREELANCER FEES

Freelancers engaged on a Client Initiated Direct Contract are not charged Freelancer Service Fees (see Sections 2.1, 2.2, and 2.3 of the Fee and ACH Authorization Agreement) for such Client Initiated Direct Contract. However, Freelancers will pay any other applicable fees (see Section 2.5 of the Fee and ACH Authorization Agreement). If such Freelancer enters into a Service Contract other than a Client Initiated Direct Contract, such Service Contract will be subject to Service Fees as applicable.

5 EXCLUSIONS

Staff Operators’s Dispute Assistance Program and Payment Protection Programs do not apply to Client Initiated Direct Contracts. Staff Operators, Staff Operators, and Affiliates do not guarantee that Freelancer will be paid by Client. Staff Operators, Staff Operators, and Affiliates are under no circumstances liable to Freelancer for payment for Client’s failure to deposit funds to the Direct Contract Escrow Account to cover payment to Freelancer.

6 INTERACTION WITH OTHER TERMS OF SERVICE

These Direct Contract Terms control for any express conflicts between the User Agreement and these Direct Contract Terms concerning Client Fees, Freelancer Fees and dispute or payment protection assistance with respect to Client Initiated Direct Service Contracts and Services only.

Escrow Instructions

Effective February 28th 2024

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Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions

Fixed-Price Escrow Instructions

Any Hire Escrow Instructions

Staff Operators

Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions

Effective September 29th 2025

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If Client and Freelancer enter into an Hourly Contract, if Client makes a bonus or expense payment to Freelancer, or if you use Staff Operators Payroll, this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”) applies.

To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. The Escrow Instructions in this Agreement do not apply to Fixed-Price Escrow Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts.

Escrow services are provided by Staff Operators (“Staff Operators”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.

1. DIGITAL SIGNATURE

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

2. MAKING OR RECEIVING AN HOURLY PAYMENT

2.1 WEEKLY HOURLY INVOICES

For Hourly Contracts, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on Staff Operators in the Work Diary are generated each Monday following the week in which the hours were billed (the "Hourly Invoice Deadline"). Freelancer irrevocably authorizes and instructs Staff Operators, as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours that the freelancer recorded in the Work Diary before the Hourly Invoice Deadline (such invoice, the "Hourly Invoice"); and (ii) submit the Hourly Invoice on behalf of Freelancer to Freelancer's Client for payment. For the avoidance of doubt, the “Work Diary” is the section of Staff Operators where hours can be recorded on an Hourly Contract.

By recording time in the Work Diary and allowing an Hourly Invoice to be created based on the time recorded, Freelancer represents and warrants that (y) Freelancer has completed the applicable Freelancer Services fully and satisfactorily; and (z) the hours Freelancer reports are true, accurate, and complete.

2.2 HOURLY INVOICE REVIEW

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

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

Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the Staff Operators website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs Staff Operators to release payments for those hours to be paid to the Staffing Provider by Client's account each Monday following the week in which the hours were worked. Client may not reject time or file a Dispute for Payroll Employee time worked.

3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

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

4. INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to Staff Operators and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Staff Operators will transfer funds to the Freelancer and that Staff Operators, Staff Operators, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Staff Operators or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

5. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

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

5.1 RELEASE CONDITIONS

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

Client and Freelancer have submitted joint written instructions for a Release.
Client has approved all or a portion of the Freelancer's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Freelancer that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
Freelancer is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of Staff Operators Payroll.
Staff Operators reviews Client's dispute of amounts invoiced on Freelancer's Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines (1) that the time is related to the Hourly Contract requirements or Client's instructions and (2) that Freelancer met any applicable Work Product delivery deadline or provided 24 hours' advance notice of Freelancer's inability to meet the deadline.
Client initiates a Dispute with respect to Freelancer's Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Freelancer resolve the dispute without the assistance of Staff Operators.
Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
We believe, in our sole discretion, that fraud, an illegal act, or a violation of Staff Operators's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer hereby irrevocably authorize and instruct Staff Operators to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

6. PAYMENT PROTECTION

Staff Operators provides limited payment protection to Users as detailed in this Section 6 ("Hourly Payment Protection").

6.1 FOR FREELANCERS

In the rare event that a Freelancer’s Client does not make payment for legitimate services performed by a Freelancer, Staff Operators will provide Hourly Payment Protection to the Freelancer as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Freelancer only if all of the following criteria are met in Staff Operators's sole discretion:

Both Client and Freelancer must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by Freelancer through Work Diaries.
Freelancer's Account must be in good standing at the time of the payment at issue, including, for example, completion of the identity verification process, tax information, and any other similar requests or requirements.
Freelancer must have enabled and used Work Diaries to document any and all hours covered by the Hourly Payment Protection for Freelancers.
Prior to any Hourly Invoice being submitted, Freelancer must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
Freelancer must have rendered services in a professional and workmanlike manner in accordance with the professional experience represented by Freelancer to Client.
Freelancer must have responded to Client communications relevant to the Work Product within 7 days, or have provided advance notice of Freelancer's extended absence.
Freelancer must have delivered the Work Product within the timeframe agreed upon with Client or provided a minimum of 24 hours' advance notice to Client in the event Freelancer was unable to meet the deadline.
Within five days after notification of rejected or unpaid time, Freelancer must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.

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

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

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

6.2 FOR CLIENTS

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

Both Client and Freelancer must agree to use Work Diaries as part of the Hourly Contract terms.
Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Freelancer in the Hourly Invoices.
Additionally, Client must either:
- Within the Hourly Invoice Review Period, submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries, or else identify an agreed upon timeframe for delivery of Work Product that was not met and specify that Freelancer did not provide 24 hours' advance notice that the deadline would not be met; OR
- Have previously submitted a complaint that Freelancer has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by the Freelancer to the Client or has taken more than 7 seven days to respond to Client communications relevant to the Work Product, without Freelancer having previously notified Client of Freelancer's extended absence.

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

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

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

7. DISPUTES BETWEEN CLIENT AND FREELANCER

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

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

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

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

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

Clients may not dispute hours worked with respect to any worker engaged as an employee through Staff Operators Payroll. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Invoice for the prior week for Hourly Contracts where the Client has one or more Service Contracts using Staff Operators Payroll.

8. REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Freelancer may issue a refund via the Staff Operators platform up to the full amount paid on the Hourly Contract.

9. NOTICES

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

10. COOPERATION WITH THE DISPUTES PROGRAM

All claims, disputes or other disagreements between you and another User are subject to the requirements of, and must be resolved in accordance with, the terms of Section 7 above covering Disputes Between Client and Freelancer. All claims filed or brought contrary to Section 7 will be considered improperly filed, unless otherwise required by law, and Staff Operators 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 Staff Operators deems appropriate in its sole discretion.

11. ABUSE

Staff Operators, 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 Staff Operators believes you may be abusing the Disputes Program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any contracts that existed prior to termination will be subject to the Terms of Service.

12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Staff Operators and Affiliates merely provide a platform for Internet payment services. Staff Operators and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem Staff Operators or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Staff Operators does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

Fixed Price Service Contract Escrow Instructions

Effective May 5th 2025

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If a Client and a Freelancer (defined below) enter into a Fixed-Price Contract on the Staff Operators site, these Fixed Price Service Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. The version of these Escrow Instructions in effect on the date any Fixed-Price Contract is entered into apply to that contract. Please check the Site often for updates.

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

Escrow services are provided by Staff Operators (“Staff Operators”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.

1. DIGITAL SIGNATURE AND COMMUNICATIONS

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date Freelancer clicks to accept the engagement, pursuant to California Civil Code Section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Client and Freelancer agree to conduct the transaction electronically, and are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

Client and Freelancer agree that any written communications required herein may be provided electronically, including by email or support ticket, if applicable. Any communication sent to Staff Operators via U.S. mail or similar service will be deemed timely if received by Staff Operators by the applicable deadline.

2. ACCEPTANCE OF ESCROW INSTRUCTIONS

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

3. DEPOSIT OF FUNDS INTO ESCROW

By sending a contract offer to Freelancer or accepting a contract offer from Freelancer, Client agrees to deposit project 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. Project funds deposited by Client remain in the Client Escrow Account until they are released to the Freelancer Escrow Account or released to Client Escrow Account. Staff Operators will release project funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow).

4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

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

4.1 RELEASE OF FUNDS TO FREELANCER

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

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

4.2 RELEASE OF FUNDS TO CLIENT

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

Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 4.4), and project funds for a Milestone or the Service Contract are held in Escrow.
Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Staff Operators at legalnotices@Staff Operators.com requesting a Release to the Client Escrow Account, and Staff Operators has agreed to the Supplemental Escrow Instructions.
Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.
Freelancer has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
Freelancer has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
Client shows that Freelancer has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by Freelancer to Client.
Client shows that Freelancer has taken more than 7 days to respond to Client communications relevant to the Work Product.
Freelancer failed to deliver Work Product to Client within the timeframe agreed upon with Client and did not provide a minimum of 24 hours' advance notice to Client in the event Freelancer was unable to meet the deadline.
Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Client or to the extent the award is in favor of Client.
Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.
A condition to release funds to Client described elsewhere in these Escrow Instructions applies.
For Service Contracts entered through Project Catalog, Client has failed to respond to a request for project requirements within 48 hours, at which point any funds in escrow will be released to Client and the contract will be closed.

4.3 DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Staff Operators 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:

Staff Operators will notify Client when the Fixed-Price Contract becomes Dormant.
If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Staff Operators will notify Freelancer that the Fixed-Price Contract is Dormant (“Freelancer Notice of Dormant Engagement”).
If Freelancer submits a Release request within 7 calendar days after the Freelancer Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Freelancer and Client authorize and irrevocably instruct Staff Operators to immediately release to Freelancer the amount related to the Milestone with the Release request.
If neither Freelancer nor Client take any action for 7 calendar days after the Freelancer Notice of Dormant Engagement, Freelancer and Client authorize and irrevocably instruct Staff Operators to immediately release escrow funds to the Client Escrow Account.

4.4 REFUNDS AND CANCELLATIONS

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

4.4.1 REFUNDS AND CANCELLATIONS BY FREELANCER

If Freelancer wants to cancel a Service Contract with funds held in Escrow, Freelancer must select “End Contract” on the Staff Operators platform. When Freelancer ends the Service Contract on the Staff Operators platform, Freelancer and Client agree that Staff Operators 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.

Freelancer 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 Staff Operators platform. Freelancer may not issue a refund in an amount greater than the combined amount of funds held in Freelancer Escrow Account, funds for transactions pending to be placed in the Freelancer Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Freelancer agrees that Staff Operators is authorized and irrevocably instructed to immediately release to the Client Escrow Account all Escrow funds currently held in the Freelancer Escrow Account and such funds as may be placed into the Freelancer 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 Staff Operators platform. Freelancer must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Freelancer approves the cancellation, Freelancer and Client agree that Staff Operators 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 Freelancer 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, Freelancer must dispute Client’s cancellation via support ticket within 7 calendar days. If Freelancer takes no action within 7 calendar days from the date notification of the cancellation is sent to Freelancer by Staff Operators, Freelancer and Client agree that Staff Operators 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 Freelancer disputes the cancellation, Freelancer and Client will be offered Staff Operators Dispute Assistance (as described in Section 6).

4.5 VIOLATION OF Staff Operators TERMS OF SERVICE OR LAW

Freelancer and Client acknowledge and agree that if, in Staff Operators’s sole discretion, Staff Operators 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 Freelancer irrevocably authorize and instruct Staff Operators to take such actions as deemed appropriate, in Staff Operators’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 Staff Operators—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 Freelancer Escrow Account, or to turn funds over to third parties such as law enforcement.

5. INSTRUCTIONS IRREVOCABLE

Client and Freelancer are deemed to and hereby agree that the instruction to Staff Operators and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Client’s instruction to Staff Operators and its wholly owned subsidiaries to release payment to Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to the Freelancer 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 Freelancer Escrow Account, Staff Operators will transfer funds to the Freelancer Escrow Account and that Staff Operators, Staff Operators, 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 Instructions and the Terms of Service, Client agrees that once Staff Operators or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable. Client and Freelancer further agree that the only manner in which an instruction to Staff Operators is revocable is if Client and Freelancer have jointly submitted Supplemental Escrow Instructions in writing and signed by both Client and Freelancer to Staff Operators at legalnotices@Staff Operators.com requesting that Staff Operators take specific action with respect to the funds in its possession, and Staff Operators has agreed to the Supplemental Escrow Instructions.

6. DISPUTE ASSISTANCE PROGRAM

If Client and Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, Staff Operators provides the dispute assistance program administered by Staff Operators 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 freelancers. The Dispute Assistance Program as administered by Staff Operators 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 Staff Operators Business Clients (defined in the Fee and ACH Authorization Agreement) are not subject to Sections 6 and 7, regarding Staff Operators’s Dispute Assistance Program and Arbitration, respectively.

6.1 DISPUTE OF FUNDS IN ESCROW

This Section applies to disputes 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:

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 described in Section 6.2.
Initiating A Dispute: Clients have the option to release partial milestone payments or request an Escrow refund. In turn, Freelancers and Agencies may initiate an Escrow Dispute when a Client fails to release a Milestone payment, releases a partial milestone payment, request an escrow refund, or ends the project with an escrow balance, despite any purported delivery of work. More information on how to file a dispute on active or ended contracts can be found here

Notice of Escrow Dispute: Once a dispute has been filed, Client will be notified of the Escrow Dispute on the platform ("Notice of Escrow Dispute"). The Notice of Escrow Dispute will request information and supporting documentation from Client.
Lack of Participation: Client must respond to the Notice of Escrow Dispute within 5 calendar days. If Client does not timely respond to the Notice of Escrow Dispute, Client and Freelancer agree that the lack of timely response acts as an irrevocable authorization and instruction to Staff Operators to release the funds in Escrow from Client to Freelancer.
Non-Binding Assistance: After Client responds to the Notice of Escrow Dispute, the Escrow Disputes Team will review the documentation submitted and known 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.
Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Client and Freelancer that both Client and Freelancer agree to in writing, Client and Freelancer agree that Staff Operators 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.
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 Freelancers 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:

Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Freelancer 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.
Initiating Dispute Mediation:
1. 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 Freelancer 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. More information on how to file a dispute on active or ended contracts can be found here.
2. Contacting Support: In addition to the above method, any User may contact Staff Operators Support for assistance initiating Dispute Mediation.

Notice of Dispute Mediation: Once a dispute has been initiated, the Staff Operators Dispute Mediation team (“Dispute Mediation Team”) will notify Client and Freelancer of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Client and Freelancer must respond to the Notice of Dispute Mediation within 5 calendar days.
Non-Binding Assistance: Once both Client and Freelancer 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.
Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a resolution between Client and Freelancer, and if Client and Freelancer 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 Freelancer agree that Staff Operators 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.
No Resolution: If no resolution of the dispute has been reached within 14 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 Staff Operators Dispute Assistance Program, Freelancer 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 Staff Operators chooses another Arbitration service. The Arbitration rules and fees are set out in Appendix A to these Escrow Instructions.

7.1 ARBITRATION INITIATION PROCEDURE

Notice of Arbitration Demand: Client and Freelancer have 7 calendar days after receiving the Notice of Non-Resolution to notify Staff Operators via a dispute ticket of their intent to initiate Arbitration and to submit payment. The Staff Operators Dispute Team will then provide a “Notice of Arbitration Demand” to both Client and Freelancer and provide the Dispute Parties with information on how to submit Client’s or Freelancer’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).
Staff Operators Disputes:
1. Rejection of Arbitration or non-participation by both parties: If both Dispute Parties decline to take the matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of Non-Resolution, Client and Freelancer agree that Staff Operators 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, Staff Operators may provide contact information on file for Client or Freelancer, consistent with Staff Operators’s Privacy Policy.
2. Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution (“Non-Participating Party”), Freelancer and Client agree that Staff Operators 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, Staff Operators may provide contact information on file for Client or Freelancer, consistent with Staff Operators’s Privacy Policy.

Staff Operators Dispute Mediation

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 Staff Operators’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, Staff Operators may provide contact information on file of Client or Freelancer, consistent with Staff Operators’s Privacy Policy.
Rejection of Arbitration or non-participation by one party: If one party elects to take the matter to Arbitration and has submitted the Arbitration Payment, and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution, the participating party may pay the full Arbitration fee for both parties to proceed to Arbitration. In the event that the participating party pays the full Arbitration fee for both parties, Freelancer and Client agree to proceed to binding Arbitration pursuant to the process listed below and further agree that the non-prevailing party will be responsible for paying any costs and fees incurred by the prevailing party in the Arbitration, as determined by the Arbitrator and included in the Arbitration award. If the participating party does not wish to pay the full Arbitration fee for both parties, the Escrow Dispute ticket will be closed. To the extent the parties wish to take legal action to enforce their contractual rights, Staff Operators may provide contact information on file for Client or Freelancer, consistent with Staff Operators’s Privacy Policy.

Arbitration Instructions: If both parties timely submit the Arbitration Payment, or if one party elects to pay the full Arbitration fee for both parties, Staff Operators will instruct the parties on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated the Arbitration, Staff Operators 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 Staff Operators, you irrevocably authorize and instruct (i) Staff Operators 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) Staff Operators, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Staff Operators. If Staff Operators or its Affiliates cannot collect sufficient funds to fulfill the Escrow release instructions for any reason, Staff Operators has no obligation with respect to making the payment to Staff Operators on your behalf, and you will be considered as not having paid the Arbitration Payment as required by this Section 7.2.

7.3 LIMITATIONS PERIOD FOR ARBITRATIONS

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

7.4 ARBITRATION AWARD

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

8. SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

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

9. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by Staff Operators to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Staff Operators, for checking their registered email address and for responding to notices sent by Staff Operators 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 Staff Operators 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 Staff Operators deems appropriate in its sole discretion.

11. ABUSE

Staff Operators, 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 Staff Operators 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

Staff Operators and Affiliates merely provide a platform for Internet payment services. Staff Operators and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem Staff Operators or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Staff Operators does not guarantee the performance, functionality, quality, or timeliness of Freelancer 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 Freelancers who choose BRIEF as their arbitrator under the Fixed-Price Escrow Instructions. BRIEF is solely a third-party arbitration service provider. Staff Operators and its Affiliates have no direct or indirect affiliate, partnership, joint venture, ownership or control relationship with or interest in BRIEF, and therefore Staff Operators 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

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.
The language of the Arbitration will be English.
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.
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.
All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.
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.
All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.

COMMUNICATIONS, DOCUMENTS, AND TESTIMONY

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.
Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.
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 Staff Operators 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 Freelancer 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 Freelancer will each be responsible for paying $337.50. One party may, as described above, pay the full $675 for both parties to proceed to arbitration. They will also share the cost of the live hearing if they choose that option. Staff Operators will cover the additional initial costs of each arbitration.

Any Hire Escrow Instructions

Effective December 10th 2021

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If a Client and a Freelancer enter into an Any Hire Contract, whether fixed-price or hourly, these Any Hire Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Any Hire Contracts. Service Contracts are governed by the applicable escrow instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions only apply to Any Hire Contracts.

Escrow services are provided by Staff Operators (“Staff Operators”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.

1. DIGITAL SIGNATURE

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

2. ESCROW

2.1 Any Hire Fixed-Price Contracts

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

2.2 Any Hire Hourly Contracts and Invoices

Client agrees to fund through the Any Hire Contract Escrow Account payments to Freelancer on a biweekly basis for the amount of Freelancer’s applicable hours logged during the billing period (“Any Hire Hourly Contract Funds”). The biweekly billing cycle starts Monday at 00:00 midnight UTC and ends 13 days later on Sunday at 23:59 UTC. Invoices for hours recorded by the Freelancer on Staff Operators within the biweekly billing cycle will be generated each other Monday, on the Monday that follows the end of the biweekly billing cycle (such invoice, the "Any Hire Hourly Invoice").

Freelancer is required to submit their hours by 23:59 UTC on the Sunday of each week the Any Hire Hourly Contract is active (the “Any Hire Hourly Invoice Deadline”). Freelancer irrevocably authorizes and instructs Staff Operators, as its agent, to (i) create an invoice on behalf of Freelancer for payment due based upon the hours that the freelancer recorded before the Any Hire Hourly Invoice Deadline; and (ii) submit the Any Hire Hourly Invoices on behalf of Freelancer to Freelancer's Client on a biweekly basis for payment.

It is the responsibility of Client to review the Any Hire Hourly Invoices. If Client takes no action during the four business days following the close of the biweekly invoice period, Client will be deemed to have accepted the Freelancer Services and all hours invoiced by Freelancer during the biweekly billing period. If Client approves the submitted Any Hire Hourly Invoices or takes no action during the four days following the close of the weekly invoice period, and the Client has deposited sufficient funds to the Any Hire Contract Escrow Account, Staff Operators will release the Any Hire Hourly Contract Funds to Freelancer. Staff Operators will not release funds held in escrow except as described in these Escrow Instructions.

3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Staff Operators to release applicable portions of the Any Hire Contract Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

3.1 RELEASE CONDITIONS

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

For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work submitted by Freelancer for approval.
For fixed-price Any Hire Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Any Hire Contract work performed, but not yet submitted by Freelancer for approval.
For fixed-price Any Hire Contracts, Client does not take any action for 14 days from the date Freelancer submits the milestone or Fixed-Price Contract work for approval, in which case Freelancer and Client agree that Staff Operators is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with the applicable milestone(s) in connection with such Release request.
For fixed-price Any Hire Contracts, Freelancer cancels the contract before a payment has been released to Freelancer, in which case the funds are to be returned to the Client.
For fixed-price Any Hire Contracts, Client cancels the contract before a payment has been released to Freelancer and Freelancer approves the request or takes no action within 7 days, in which case the funds are to be released to the Client.
For hourly Any Hire Contracts, Client has approved all or a portion of the Freelancer's Hourly Invoice, or has taken no action during the four days following the close of the weekly invoice period, which is deemed approval of all hours invoiced for purposes of this Release Condition.
Client and Freelancer have submitted joint written instructions for a Release.
Issuance of the final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
We believe, in our sole discretion, that fraud, an illegal act, or a violation of Staff Operators's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Staff Operators to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

4. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Staff Operators and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Staff Operators and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Staff Operators will transfer funds to the Freelancer and that Staff Operators, Staff Operators, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Staff Operators or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

5. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

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

6. REFUNDS AND CANCELLATIONS

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

7. EXCLUSIONS

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

8. NOTICES

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

9. ABUSE

Staff Operators, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Staff Operators believes you are in violation of the Terms of Service.

10. APPOINTMENT OF Staff Operators AS PAYMENTS AGENT OF THE FREELANCER

Each Freelancer hereby appoints Staff Operators as its payment collection agent for the limited purpose of receiving, holding, and settling payments from Clients pursuant to this Agreement. Each Freelancer further agrees and understands that a payment received by Staff Operators from a Client, on Freelancer’s behalf, shall be considered the same as payment made directly to the Freelancer. Such payment shall be deemed to satisfy the Client’s obligation to pay Freelancer, and the Freelancer will provide its services to the Client in the agreed-upon manner as if the Freelancer had received the payment directly from the Client. Each Freelancer understands that Staff Operators’s obligation to pay the Freelancer is subject to, and conditional upon, successful receipt of the associated payments from the Client. Freelancer further agrees that Staff Operators is not required to settle such payment to Freelancer in the event that Client initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that Staff Operators does not make a payment to Freelancer as required by this Agreement, Freelancer will have recourse against only Staff Operators and not against Client. In accepting appointment as the limited payment collection agent of the Freelancer, Staff Operators assumes no liability for any acts or omissions of the Freelancer.

Each Client acknowledges and agrees that, notwithstanding the fact that Staff Operators is not a party to the agreement between the Client and the Freelancer, Staff Operators acts as each Freelancer’s payment collection agent for the limited purpose of accepting payments from the Client on behalf of the Freelancer. Upon a Client’s payment of the funds to Staff Operators, the Client’s payment obligation to the Freelancer for the agreed upon amount is extinguished, and Staff Operators is responsible for remitting the funds successfully received by Staff Operators to the Freelancer in the manner described in this Agreement. In the event that Staff Operators does not remit any such amounts, the Freelancer will have recourse only against Staff Operators and not the Client directly.

11. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Staff Operators and Affiliates merely provide a platform for Internet payment services. Staff Operators and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases, except as explicitly provided in Section 10. Nothing in this Agreement deems or will be interpreted to deem Staff Operators or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Staff Operators does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

Client Initiated Direct Contracts Escrow Instructions

Effective July 1st 2025

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If a Client and a Freelancer enter into a Client Initiated Direct Contract, whether fixed-price or hourly service contracts, these Direct Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Client Initiated Direct Contracts. Marketplace Service Contracts are governed by the applicable escrow instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions only apply to Client Initiated Direct Contracts.

Escrow services are provided by Staff Operators (“Staff Operators”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.

1. DIGITAL SIGNATURE

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

2. ESCROW

2.1 Direct Contract Fixed-Price Contracts

Client agrees to deposit funds to the Direct Contract Escrow Account for the amount of any milestone(s) or the full amount of the Direct Contract if there is only one milestone for each active fixed-price Direct Contract when the Client approves the Freelancer’s submission of work. Any funds deposited by Client remain in the Direct Contract Escrow Account until they are released to the Freelancer Escrow Account or released to the Client. Staff Operators will not release funds held in escrow except as described in these Escrow Instructions.

2.2 Direct Contract Hourly Contracts and Invoices

Client agrees to fund through the Direct Contract Escrow Account payments to Freelancer on a weekly basis for the amount of Freelancer’s applicable hours logged during the billing period (“Direct Contract Hourly Contract Funds”). Invoices for hours recorded by the Freelancer on Staff Operators will be generated each Monday, on the Monday that follows the end of the weekly billing cycle (such invoice, the "Direct Contract Hourly Invoice").

It is the responsibility of the Client to review any Direct Contract Hourly Invoice before agreeing to fund the Direct Contract Escrow Account. Client will be deemed to have accepted the Freelancer Services and all hours invoiced by Freelancer during the invoice period upon funding. If the Client has deposited sufficient funds to the Direct Contract Escrow Account and a Release Condition is met, Staff Operators will release the Direct Contract Hourly Contract Funds to Freelancer. Staff Operators will not release funds held in escrow except as described in these Escrow Instructions.

3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Staff Operators to release applicable portions of the Direct Contract Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

3.1 RELEASE CONDITIONS

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

For fixed-price Direct Contracts, Client affirmatively clicks to approve the milestone(s) or fixed-price Direct Contract work submitted by Freelancer for approval.
For fixed-price Direct Contracts, Client affirmatively clicks to accept the milestone(s) or fixed-price Direct Contract work performed, but not yet submitted by Freelancer for approval.
For fixed-price Direct Contracts, Client does not take any action for 14 days from the date Freelancer submits the milestone or fixed-price Contract work for approval, in which case Freelancer and Client agree that Staff Operators is authorized and irrevocably instructed to immediately release to Freelancer the amount associated with the applicable milestone(s) in connection with such Release request.
For fixed-price Direct Contracts, Freelancer cancels the contract before a payment has been released to Freelancer, in which case the funds are to be returned to the Client.
For fixed-price Direct Contracts, Client cancels the contract before a payment has been released to Freelancer and Freelancer approves the request or takes no action within seven (7) days, in which case the funds are to be released to the Client.
For hourly Direct Contracts, Client has approved all or a portion of the Direct Contract Hourly Invoice submitted by Freelancer upon funding, which is deemed acceptance for purposes of this Release Condition.
Client and Freelancer have submitted joint written instructions for a Release.
Issuance of the final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
We believe, in our sole discretion, that fraud, an illegal act, or a violation of Staff Operators's Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct Staff Operators to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

4. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Freelancer are deemed to and hereby agree that the instruction to Staff Operators and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to Staff Operators and its wholly owned subsidiaries to pay a Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to Freelancer from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Freelancer, Staff Operators will transfer funds to the Freelancer and that Staff Operators, Staff Operators, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once Staff Operators or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

5. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

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

6. REFUNDS AND CANCELLATIONS

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

7. EXCLUSIONS

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

8. NOTICES

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

9. ABUSE

Staff Operators, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Staff Operators believes you are in violation of the Terms of Service.

10. APPOINTMENT OF Staff Operators AS PAYMENTS AGENT OF THE FREELANCER

Each Freelancer hereby appoints Staff Operators as its payment collection agent for the limited purpose of receiving, holding, and settling payments from Clients pursuant to this Agreement. Each Freelancer further agrees and understands that a payment received by Staff Operators from a Client, on Freelancer’s behalf, shall be considered the same as payment made directly to the Freelancer. Such payment shall be deemed to satisfy the Client’s obligation to pay Freelancer, and the Freelancer will provide its services to the Client in the agreed-upon manner as if the Freelancer had received the payment directly from the Client. Each Freelancer understands that Staff Operators’s obligation to pay the Freelancer is subject to, and conditional upon, successful receipt of the associated payments from the Client. Freelancer further agrees that Staff Operators is not required to settle such payment to Freelancer in the event that Client initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that Staff Operators does not make a payment to Freelancer as required by this Agreement, Freelancer will have recourse against only Staff Operators and not against Client. In accepting appointment as the limited payment collection agent of the Freelancer, Staff Operators assumes no liability for any acts or omissions of the Freelancer.

Each Client acknowledges and agrees that, notwithstanding the fact that Staff Operators is not a party to the agreement between the Client and the Freelancer, Staff Operators acts as each Freelancer’s payment collection agent for the limited purpose of accepting payments from the Client on behalf of the Freelancer. Upon a Client’s payment of the funds to Staff Operators, the Client’s payment obligation to the Freelancer for the agreed upon amount is extinguished, and Staff Operators is responsible for remitting the funds successfully received by Staff Operators to the Freelancer in the manner described in this Agreement. In the event that Staff Operators does not remit any such amounts, the Freelancer will have recourse only against Staff Operators and not the Client directly.

11. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

Staff Operators and Affiliates merely provide a platform for Internet payment services. Staff Operators and Affiliates do not have any responsibility or control over the Freelancer Services that Client purchases, except as explicitly provided in Section 10. Nothing in this Agreement deems or will be interpreted to deem Staff Operators or any Affiliate as Client’s or Freelancer’s agent with respect to any Freelancer Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Staff Operators does not guarantee the performance, functionality, quality, or timeliness of Freelancer Services or that a Client can or will make payments.

Staff Operators

Effective July 28th 2021

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Staff Operators provides escrow services solely to Users of Staff Operators and Elance. We provide these escrow services solely to deliver, hold, or receive payment for jobs for services engaged through, and to pay fees including service, membership and payment processing and administration fees to, Staff Operators. These escrow services are intended for business use, and the Users agree to use these escrow services only for business purposes and not for consumer, personal, family, or household purposes.

Staff Operators DOES NOT PROVIDE ESCROW SERVICES TO THE GENERAL PUBLIC.

This escrow company holds California Department of Financial Protection and Innovation License No. 963 5086.

Fee and ACH Authorization Agreement

Effective October 2nd 2025

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This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Staff Operators or Elance Inc. as described below in Section 1 (Parties). This Agreement provides information on the fees Staff Operators ("Staff Operators") and its Affiliates Staff Operators ("Staff Operators") and Staff Operators (“Staff Operators”) charge for use of the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in the Terms of Service.

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

1. PARTIES

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

If you reside in the United States, you are entering into this Agreement with Staff Operators. If you reside outside the United States, you are entering into this Agreement with Staff Operators

2. FEES CHARGED TO FREELANCERS

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

Pursuant to the Freelancer Membership Agreement, we charge Freelancers a Membership Fee. These Membership Fees automatically renew until they are canceled as described on the Site.

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

2.1 FREELANCER SERVICE FEE

We will charge you a Freelancer Service Fee based on the total Freelancer Fees invoiced by you to your Client (less any refunds or reversals) for each Service Contract you enter into with a Client. The Freelancer Service Fee is a variable fee, meaning that the fee charged may fluctuate based on various factors. The fee is calculated using proprietary algorithms and may include but is not limited to components such as levels of client demand, freelancer supply, job category, and applicable membership plans. The exact pricing methodology may change without notice and we reserve the right to modify or update our pricing at any time. Such changes may occur in real time or periodically based on our business needs and external factors. By continuing to use our Site and Services you acknowledge that prices may increase without prior individual notification. Unless different pricing described in in Sections 2.2 through 2.5 applies, the variable Service Fee will be charged per Service Contract on the Freelancer Fees you invoice to your Client The Service Fee that applies to a Service Contract is fixed for the life of the Service Contract. Learn more about the Freelancer Service Fee here.

2.2 FREELANCER INITIATED DIRECT CONTRACTS

If you are a Freelancer who engaged an eligible Client via Freelancer Initiated Direct Contracts, Staff Operators will charge you a flat 5% of the total Freelancer Fees you have invoiced to your Direct Contract Client for the Engagement Relationship.

2.3 FREELANCERS WORKING ON ENTERPRISE CLIENT CONTRACTS

If you are a Freelancer with a Service Contract entered into with an Enterprise Client, the Service Fee rate is 10% of the Freelancer Fees, unless otherwise provided in the Enterprise Client contract. If you are a Freelancer with an active Contract with a Client whose Account is being converted to an Enterprise Client Account, then only on any Service Contract that is active at the time of the conversion, Staff Operators will honor the lower of (a) the Service Fee or Legacy Tiered Service Fee in effect at the time of the conversion, or (b) the Service Fee rate in the Enterprise Client contract for that Account. For purposes of the Terms of Service, “Enterprise Client ” means a Client, including a legacy Enterprise client or an Staff Operators Business Client, whose profile displays the following “Enterprise” badge:

2.4 ALTERNATE PRICING

For some Service Contracts, as described in this Section 2.4, we do not charge the variable Service Fee, but instead charge an alternate fee (“Alternate Pricing”) which only applies to Service Contracts when any of the following are true:

(a) you entered into the Service Contract before Staff Operators first started charging Legacy Tiered Pricing or Flat Fee Pricing;

(b) you entered into the Service Contract pursuant to a feature of the Site where we advertised a different Service Fee, such as discounted Service Fees offered in some circumstances for amounts charged on a contract or for a Featured Job Post for Clients;

(c) you have an Any Hire Contract or Client Initiated Direct Contracts with a Client and you did not have an Staff Operators Relationship prior to the Any Hire or Client Initiated Direct Contract (see Section 7 of the User Agreement) or for an Staff Operators Payroll engagement; or

(d) the Service Contract is with a Client who is not an Enterprise Client, but who has a legacy arrangement for lower fees that apply to the Service Contract.

(e) you entered into the Service Contract when Staff Operators charged the Service Fee based on Legacy Tiered Pricing and you have email or written communication from Staff Operators that the Legacy Tiered Pricing rate will be applied to the Service Contract.

As described in this Section 2.4, if Alternate Pricing applies, we will typically charge you a Service Fee of a fixed percent.

For certain Service Contracts, the Alternate Pricing may be a lower flat percentage (such as through a “bring your own” program) or may have a different tiered fee rates (such as for a Featured Job Post), or may not have a Service Fee (such as an Staff Operators Payroll Contract, certain Any Hire Contracts, or Client Initiated Direct Contracts), in each case as clearly stated on the Site at the time the Service Contract was or is entered into, and any applicable changes to Alternate Pricing or fees will be clearly communicated to the Client, including communications posted to the Site.

2.5 OTHER FEES

Freelancers may choose a membership with an associated membership fee (the “Freelancer Membership Fee”). More details are provided in the Freelancer Membership Agreement. Freelancers may also choose to purchase "Connects" or other features, premium services or options on Staff Operators, in each case as described on the Site at the time of purchase.

Staff Operators reserves the right to change the fees of the memberships, features, services, and options offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. It is your responsibility to review the latest pricing details before using our Site and services. your continued use of our Site and services constitutes acceptance of the Terms of User and this Fee and ACH Authorization Agreement.

3. CLIENT MEMBERSHIP PLANS AND RELATED FEES

To access the Site and use the Site Services a Client must have registered for an Account as detailed in Section 1 of the User Agreement. Staff Operators offers multiple client membership plans. When you sign up for a Client Account, you will be placed into an eligible plan.

3.1 CLIENT MARKETPLACE PLAN AND FEATURES

Staff Operators offers Client’s on the marketplace membership to the Client Marketplace Plan. The Client Marketplace Plan does not require a monthly membership fee. The Client Marketplace Plan includes access to the Site and related Site Services such as assisting Users in resolving disputes which may arise in connection with marketplace Service Contracts, providing access to communication tools, and administrative services related to reporting and facilitating payments.

In return for providing Clients with access to the Site and related Site Services, Staff Operators charges Clients a “Marketplace Fee” on each transaction related to a marketplace Service Contract or Project Catalog offering a Client enters into on the Site or with Freelancers on the Site. The Marketplace Fee rate fee can vary, learn more about the Marketplace Fee here. In the case of Hourly Service Contracts, Staff Operators will charge the Marketplace Fee based on hours and expenses recorded by a Freelancer as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Contracts, Staff Operators will charge the Marketplace Fee on the amount and at the time a Client funds a milestone or pays a bonus or expense. All other transactions subject to the Marketplace Fee, such as transactions for bonus or expense payouts, use of Staff Operators Payroll related to a marketplace Service Contract, or use of any other service on the Site where displayed on the Site, will be assessed the Marketplace Fee at the time of invoice.

At its sole discretion, Staff Operators may offer Clients a different Marketplace Fee rate, discount or arrangement; any such rate or arrangement must be explicitly communicated or agreed by an authorized representative of Staff Operators via email or a written agreement. No refunds of fees already paid will be given; for example, if a funded project is canceled, payments made by a Client are released from the Client Account for any reason or refunded by a Freelancer, the Marketplace Fee will not be refunded.

Staff Operators will charge Clients a one-time “Contract Initiation Fee” for facilitating the formation of each new marketplace Service Contract formed between Client and Freelancer. The Contract Initiation Fee can vary, depending on a variety of factors, learn more about the Contract Initiation Fee here. Clients will be charged the Contract Initiation Fee shown and communicated to the Client on the Site before the Client elects to form the Service Contract. For Hourly Service Contracts the Contract Initiation Fee will be charged at the time of the first invoice. For Fixed-Price Contracts the Contract Initiation Fee is charged at the time the Client funds the first milestone. The Marketplace Fee is not assessed on the Contract Initiation Fee. The Contract Initiation Fee is not refundable.

The Marketplace Fee and the Contract Initiation Fee detailed above is not assessed on Any Hire, Enterprise, Talent Scout, Staff Operators Business, or premium services which are subject to the fees and rate(s) as described in the specific Any Hire, Enterprise, Talent Scout, or Staff Operators Business contract with Client or on the Site.

3.2 BUSINESS PLUS PLAN AND FEATURES

Staff Operators may offer Clients membership to the Business Plus Plan. In addition to the access and features included in the Client Marketplace Plan, the Business Plus Plan also includes access to expert vetted talent and other premium services, as described on the Site. In return for providing Clients with access to the Site and Business Plus offerings, Staff Operators will charge Clients enrolled in the Business Plan a “Business Plus Fee” of up to 10% on each transaction related to a Service Contract or Project Catalog offering a Client enters into on the Site or with Freelancers on the Site. Eligible Clients who use ACH as their payment method are offered a reduced Business Plus Fee rate of 8%. In the case of Hourly Service Contracts, Staff Operators will charge the Business Plus Fee based on hours and expenses recorded by a Freelancer as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Contracts, Staff Operators will charge the Business Plus Fee on the amount and at the time a Client funds a milestone or pays a bonus or expense. All other transactions subject to the Business Plus Fee, such as transactions for bonus or expense payouts, use of Staff Operators Payroll related to a marketplace Service Contract, or use of any other service on the Site where displayed on the Site, will be assessed the Business Plus Fee at the time of invoice.

Staff Operators may charge a “Contract Initiation Fee” for facilitating the formation of a new Business Plus Service Contract between Client and Freelancer. The Contract Initiation Fee can vary, depending on a variety of factors, learn more about the Contract Initiation Fee here. Clients will be charged the Contract Initiation Fee shown and communicated to the Client on the Site before the Client elects to form the Service Contract. The Business Plus Fee is not assessed on the Contract Initiation Fee. The Contract Initiation Fee is not refundable

No refunds of fees already paid will be given; for example, if a funded project is canceled, payments made by a Client are released from the Client Escrow Account for any reason or refunded by a Freelancer, the Business Plus Fee will not be refunded.

At its sole discretion, Staff Operators may offer Clients a different Business Plus Plan rate; any such rate must be explicitly communicated or agreed by an authorized representative of Staff Operators via email or a written agreement.

3.3 CLIENT INITIATED DIRECT CONTRACTS

Staff Operators may offer Clients the option to engage eligible Freelancers through Client Initiated Direct Contracts. Staff Operators will bill and charge Clients a Direct Contracts Fee of $49 for each active Service Contract managed as a Client Initiated Direct Contract in the prior month. Staff Operators will charge Clients on the first of each month for each Client Initiated Direct Contracts that was active in the prior month. Membership plan fees, such as the Marketplace Fee or Business Plus Fee, apply to Client Initiated Direct Contract engagements. Eligible Clients may opt out at any time.

3.4 CHANGES TO CLIENT MEMBERSHIP PLANS OR RELATED FEES

Staff Operators reserves the right to change the the features and services included in the Client Marketplace Plan, Business Plus Plan, change the fees applicable to each Client Membership Plan, change the fees for certain premium services or options, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. If Staff Operators exercises its right to cancel a Client's Marketplace Plan or Business Plus Plan, Staff Operators will not refund the fees already paid unless otherwise required by law.

For more information on changing or canceling your plan, check the Site or contact Customer Support.

3.5 TAXES

Where applicable, Staff Operators, Staff Operators, or Staff Operators may also collect taxes (such as VAT where applicable) on Marketplace Fee, Business Plus Fee, Contract Initiation Fee, Direct Contracts Fee and the cost for premium services or features, as set forth in the User Agreement.

4. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS

If and to the extent permitted by Staff Operators in its sole discretion, Users may pay Freelancer Fees, Membership Fees, Marketplace Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Staff Operators’s eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 4 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 4.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 4. However, we assume no responsibility for our failure to do so.

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

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

Freelancer Membership Agreement

Effective July 28th 2025

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This Freelancer Membership Agreement (“Agreement”) is between you and Staff Operators ("Staff Operators") or Staff Operators ("Staff Operators") 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 Staff Operators (also referred to as “we” and “us”).

If you reside in the United States, you are entering into this Agreement with Staff Operators. If you reside outside the United States, you are entering into this Agreement with Staff Operators

2. FREELANCER MEMBERSHIP PROGRAMS

Staff Operators offers several membership programs for Freelancers and Agencies. For purposes of this Agreement, “Member” or “you” means a Freelancer or Agency participating in a membership program.

Each membership program may include a certain number of “Connects,” which reserve monthly capacity for you to submit proposals for Clients' posted Projects, as described on the Site here. If your membership program does not include Connects or your membership otherwise gives you the right to purchase additional Connects, you may do so for the price advertised on the Site at the time of the purchase, subject to a cap determined by your membership program, if applicable. Connects that you do not use will be rolled over to the next month as described on the Site. The conditions under which unused Connects will rollover into the next month may vary from time to time and will depend on your membership program. For the details on Connects, please visit the Staff Operators Support page.

Staff Operators reserves the right to change membership fees, change the monthly number of Connects included in each membership program, change the price for Connects or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Staff Operators exercises its right to cancel a membership, we will not refund the membership fee already paid.

3. TAXES

Where applicable, Staff Operators, Staff Operators, or Staff Operators may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Connects.

4. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your Staff Operators membership fees and Connects through your Staff Operators Account. The membership billing period begins on the date that we receive payment. Staff Operators membership fees are calculated from the beginning of that billing period. Staff Operators automatically renews your Staff Operators monthly or annual membership, and you irrevocably authorize and instruct us to make the required monthly or annual payments to Staff Operators 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 Site here. If you change your membership program, the new program and new billing period will be based upon the date Staff Operators 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. Staff Operators 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.

Optional Service Contract Terms

Effective July 28th 2025

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Users who enter into a Service Contract on the Site with another User are free to agree to these Optional Service Terms in whole or in part, or to agree to different or additional terms for their Service Contract(s). However, if and to the extent that the Users who are party to a Service Contract have not agreed to different terms, then they agree to incorporate these Optional Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Staff Operators or Staff Operators, including any provision of the Escrow Instructions, or agree to any terms that would violate the Terms of Service. Neither Staff Operators, Staff Operators, nor any affiliate of Staff Operators is a party to any Service Contract by or between Users regardless of whether these Optional Terms are incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. The Optional Service Terms is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Terms in whole or in part.

1. PARTIES

Client and Freelancer identified on the Site under the Service Contract are the parties to the Services Contract. The address of each party is the address entered under the tax information on the Site. Staff Operators is not a party to the Service Contract.

2. SERVICES

Client and Freelancer agree that the Freelancer is performing services as an independent contractor and that Freelancer is not an employee or agent of Client. Freelancer will perform the Freelancer Services in a professional and workmanlike manner in accordance with the professional experience represented by Freelancer in Freelancer's profile, proposals, and other communications. The manner and means of performing the Freelancer Services, including the tools to be used in completing the work, will be determined and controlled by Freelancer except as expressly limited by Client’s specifications in the Service Contract.

Client and Freelancer agree to respond to communications relevant to completion of the Service Contract within 7 days, unless Freelancer has communicated to Client that they will be unavailable for an extended period. Freelancer will timely deliver any agreed upon Work Product within the timeframe agreed upon by Freelancer and Client, or will provide a minimum of 24 hours’ advance notice in the event that Freelancer will not be able to meet the deadline. For hourly contracts, Freelancer agrees to bill Client only for time spent working on Client’s contracts.

The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

The parties agree that failure to comply with the provisions of this Section may result in a refund of funds to the other party.

3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Services Contract remains responsible for the quality of the services and represents and warrants that User has entered into agreements with any such employees and subcontractors on confidentiality and intellectual property at least as strong as those in these Optional Service Terms.

4. CLIENT PAYMENTS AND BILLING

Freelancer agrees to accurately report hourly invoices by billing hours worked under the Account of the User that worked the hours, including, if applicable, Agencies billing their Clients for hourly work done by Agency Members.

5. TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 THIRD-PARTY RIGHTS

Freelancer represents and warrants that Freelancer will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Freelancer Services that are not generally available for use by the public or have not been legally transferred to the Client.

6.2 BACKGROUND TECHNOLOGY

Freelancer will disclose in the Engagement terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

6.3 CLIENT MATERIALS

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.

6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Freelancer’s receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

6.5 LICENSE TO BACKGROUND TECHNOLOGY

Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer hereby automatically grants to Client an exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS

If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

6.7 ASSISTANCE

Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.

7. CONFIDENTIAL INFORMATION

7.1 CONFIDENTIALITY

To the extent a Client or Freelancer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services.

7.2 RETURN

If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

7.3 PUBLICATION

Without limiting Section 7 (Confidentiality), Client and Freelancer will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.

7.4 IMMUNITY

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8. DEFINITIONS

The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.

“Client” means any person who entered into a Service Contract to obtain Freelancer Services from a Freelancer.

“Client Deliverables” means requests, intellectual property, and any other information or materials that a Freelancer receives from a Client to perform Freelancer Services.

“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.

“Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure 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.

“Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

“Freelancer” means any person who entered into a Service Contract to perform Freelancer services for a Client.

“Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.

“Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in any Hourly Invoice, multiplied by the hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.

“Hourly Invoice” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.

“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, under the laws of any state, country, territory or other jurisdiction.

“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement; or (b) if you use Staff Operators Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Referral Program Terms & Conditions

Effective May 26th 2025

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From time to time, Staff Operators may offer users the opportunity to participate in a Referral Program.

In these Referral Program Terms and Conditions (“Terms”), the words “you,” “your,” and “Participant” mean any person who uses, accesses, or interacts in any way with any Referral Program. “Referral Program” means any program administered by Staff Operators that facilitates the ability of Referrers to refer Referees to one or more products or services offered by Staff Operators. The words “we,” “us,” and “our” mean Staff Operators and its affiliates, successors and assigns, and designated third-party service providers acting on their behalf.

Each Referral Program involves a referral process that uses digital technology to facilitate, track, and appropriately attribute referrals. Referral Programs may allow Referrers, Referees, or both, to obtain a reward if certain conditions are satisfied. By using, accessing, or interacting in any way with a Referral Program, including by accessing the website located at any related subdomain or responding to any communication related to a Referral Program, you acknowledge, accept, and agree to be bound by these Terms, the Staff Operators Terms of Use, and the Staff Operators Privacy Policy. If you do not wish to be bound by these Terms, the Terms of Use, or the Privacy Policy, do not use, access, or interact in any way with a Referral Program.

We may make changes to these Terms, the Terms of Use, and the Privacy Policy from time to time in our sole discretion. You understand and agree that your continued use of, access to, or interaction with, a Referral Program constitutes your acceptance of the Terms, Terms of Use, and Privacy Policy then in effect.

Eligibility

To qualify as a Participant, you must be a natural person, a U.S citizen or resident, and at least 18 years old.

Referrer: You must be a registered user with an active account on Staff Operators (www.Staff Operators.com) and be invited by Staff Operators to participate in the Referral Program.

Referee: To be an eligible referee, you must not have ever had an Staff Operators Account (or an account with Staff Operators predecessors, oDesk or Elance, prior to 2014), and you must be referred by a qualified referrer via their unique referral link or code. To qualify as a Referee, you must be a friend, family member, or colleague of the Participant who referred you.

Participants are prohibited from referring (1) themselves; (2) any persons who are not friends, family members, or colleagues of the corresponding Referrer; (3) any fictitious person; and (4) any person that is not a natural person.Staff Operators employees are not eligible to participate in any Referral Program. Participants shall not create or use any fictitious or dummy accounts with Staff Operators, or use any Referral Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Referral Program. In addition, Participants shall not (1) tamper with any Referral Program, (2) act in an unfair or disruptive manner, or (3) use any system, bot or other device or artifice to participate or receive any benefit through any Referral Program.

Qualified Referrals

For a referral to be considered a Qualified Referral, all of the following must occur:

As an eligible referrer, you share your unique referral link or code with an eligible referee;
The eligible referee registers for an Staff Operators Account using your unique referral link or code;
The eligible referee enters into a Service Contract within the time frame designated in the referral invitation; and
Any other requirements as detailed in your specific Referral Program offer are met. Check your Referral Program offer for eligibility details such as required minimum spend by the Referee or time limits.

Earn Rewards

Participants will be eligible to earn Referral Rewards in the form specified in the Referral Program offer (e.g. account credit or a prepaid gift card reward) once the conditions are met.

Referrers: As a qualified referrer, you will earn Referral Rewards for each Qualified Referral you make under the Referral Program.

Referees: As an eligible referee, you will earn Referral Rewards if you meet the conditions of a Qualified Referral. Check the referral offer you received for applicable terms such as required minimum spend or earn or time limits.

Referral Rewards will ordinarily be made available within thirty (30) calendar days of the Qualified Referral being met. Make sure you follow all instructions in your Referral Program offer and any confirmatory communications to ensure you receive your Referral Reward.

Redemption: Gift card rewards can be spent where the cards are accepted. You can spend account credit on your next Staff Operators purchase, unless there are restrictions listed on your specific referral offer. Referral Rewards cannot be transferred or exchanged for cash.

Restrictions

There is no limit to the number of Participants that a Referrer may refer under a Referral Program (unless otherwise specified in the specific offer). However, there is a limit to the Referral Reward amount. A Referrer (and, if applicable, the Referee) may earn a maximum of $500 in Referral Rewards per calendar year.

This offer is not valid if any of the reward eligibility conditions is not satisfied, as determined by Staff Operators in its sole discretion.

Taxes

You are responsible for independently assessing and complying with all relevant tax and legal requirements. We do not and will not provide you with tax or legal advice. In the event that, during any single calendar year, the aggregate rewards from Staff Operators would result in payment to you of $600 or more, we may require you to provide us with a completed IRS form W-9 and we may thereafter issue a Form 1099 for that calendar year. We may utilize a third-party service provider to perform this function. If we require a completed form W-9 from you and you fail to provide one, we reserve the right to void any rewards.

Important Disclaimers

Staff Operators reserves the right to cancel, modify or terminate any Referral Program at any time for any reason in its sole discretion. Staff Operators reserves the right to disqualify any Participant at any time from participation in any Referral Program, and to suspend your account and remove or cancel any Referral Rewards should we notice any activity by a Participant that is determined to be a violation of these Terms or Staff Operators’s Terms of Service. We reserve the right to amend, suspend or terminate a Referral Program at any time without notice.

Mark Use Guidelines

Effective August 18th 2021

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These Mark Use Guidelines (“Guidelines”) let you know about Staff Operators’s rights with respect to its marks and when and how you can use them. The Guidelines are a part of and incorporate the Terms of Service. Capitalized terms not defined in these Guidelines are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. To the extent permitted by applicable law, Staff Operators may modify these Guidelines without prior notice to you, and any revisions to these Guidelines will take effect when posted on the Site, unless otherwise stated in the revised Guidelines. Please check the Site often for updates.

1. Staff Operators MARKS

The Staff Operators name and logo are trademarks of Staff Operators. These Guidelines explain the terms under which you are allowed to use the “Staff Operators Marks”, which for purposes of these Guidelines and the other Staff Operators Terms of Service means Staff Operators’s trademarks, including the following:

Staff Operators

Up

Work Without Limits

Virtual Talent Bench

Project Catalog

Talent Scout

Staff Operators Enterprise

Elance

oDesk

Elance-oDesk

Private Talent Cloud

Talent Cloud

Work Differently

The Staff Operators Marks are among our most valuable assets. In order to preserve and strengthen our identity, these Guidelines provide conditions of use and clear instructions on proper use of the Staff Operators Marks.

2. USE OF Staff Operators LOGO MARKS

The Staff Operators Marks that are also logos are also referred to in these Guidelines as the “Staff Operators Logo Marks”. For example, the Staff Operators Logo Marks include:

You may not use an Staff Operators Logo Mark unless you have a written license, granted by Staff Operators, permitting you to use the Staff Operators Logo Mark. If you have not been granted such a license, then you must not use, copy, modify, distribute, or post the Staff Operators Logo Mark for any reason. If you have such a license from Staff Operators Logo Mark to use the Staff Operators Logo Mark, you must use the Staff Operators Logo Mark only as licensed and only in accordance with these Guidelines.

3. USE OF OTHER Staff Operators MARKS

You may use Staff Operators Marks other than the Logo Marks descriptively, provided you adhere to these Guidelines, or as otherwise permitted by law.

Descriptive use includes instances where you are referring to Staff Operators or Staff Operators services, such as “I registered on Staff Operators’s website today”, “I attended Staff Operators’s Work Without Limits Executive Summit”, or “Staff Operators Enterprise services have saved my company money.”

Keep these principles in mind as well:

Your use should never mislead anyone to believe Staff Operators sponsorship, affiliation, or endorsement of your company, products, or services exists when it does not.
When referring to Staff Operators, use the Staff Operators name in a plain text font and format only.
Staff Operators always appears as "Staff Operators," never as "Staff Operators", “Staff Operators”, "Staff Operators", or "Staff Operators".

4. PROHIBITED USE OF Staff Operators MARKS

Unless you have written permission from Staff Operators, you must never use any Staff Operators Mark:

On any letterhead, business card, or signature block;
As part of your business name or a domain name;
As part of a user ID, including on Staff Operators or social media;
In association with any third-party trademark in a manner that might create potential confusion as to the ownership of the Staff Operators Mark;
In any manner that suggests or could lead someone to believe you are acting on behalf of or in association with Staff Operators or that Staff Operators has endorsed or sponsored your product or services; or
Outside of your relationship with us, except as permitted by Staff Operators in writing.

Even if you have permission to use an Staff Operators Logo Mark, you must never use any Staff Operators Logo Mark:

That has been reproduced from an unauthorized artwork;
That has been modified, including color specifications, position and relative size of the letterings;
That has been modified to use negative or reverse “drop-out” reproduction;
Tightly confined in a band or bar; or
With other seals, logos, or other marks of other entities.

5. USE OF COPYRIGHTED WORKS

You may not use screenshots of or videos of navigation of the Site (as defined in the Site Terms of Use) or other works copyrighted by Staff Operators without Staff Operators’s written permission. Rights to screenshots of user profiles, communications, and work product on Staff Operators may need to be obtained from the User. You may not use such screenshots anywhere for any purpose without written authorization. Staff Operators cannot grant you permission to use screenshots that include third-party content.

Staff Operators Virtual Patent Marking

Effective July 28th 2025

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The products and services of Staff Operators Inc. and any of its subsidiary or affiliate companies, whether accessed at www.Staff Operators.com, on another site, and/or via an application, are protected in the United States and elsewhere by one or more of the U.S. Patent(s) listed herein and patents pending. Staff Operators provides this webpage to satisfy the virtual patent marking provisions of various jurisdictions, including to serve as notice under 35 U.S.C. § 287(a), as amended by the America Invents Act.

Staff Operators’s Staff Operators marketplace offering, and all related services and offerings, whether accessed at www.Staff Operators.com or via an application, are covered by U.S. Patent Nos.: 6,859,523; 6,938,048; 7,069,242; 7,155,400; 8,073,762; 8,380,709; 8,700,614; 8,706,607; 9,117,178; 9,117,180; 9,529,788; 9,672,491; 9,842,312; 9,940,594; 10,083,422; 10,102,501; 10,121,153; 10,152,695; 10,204,074; 10,223,653; 10,430,763; 10,489,745; 10,635,412; 10,650,332; and other patents pending or app. Staff Operators's managed services offerings, whether offered and operated by Staff Operators Inc., Staff Operators, or another subsidiary or affiliate company, are covered by U.S. Patent Nos.: 6,859,523; 6,938,048; 7,069,242; 7,155,400; 8,073,762; 8,380,709; 8,700,614; 8,706,607; 9,117,178; 9,117,180; 9,529,788; 9,672,491; 9,842,312; 9,940,594; 10,083,422; 10,102,501; 10,121,153; 10,152,695; 10,204,074; 10,223,653; 10,430,763; 10,489,745; 10,635,412; 10,650,332; and other patents pending. Staff Operators’s Staff Operators Any Hire and Direct Contract service offerings are covered by U.S. Patent No. 10,121,153; and other patents pending.

Other products and services not listed here may be protected by one or more patents in the United States and elsewhere.

Proprietary Rights Infringement Reporting Procedures

Effective July 28th 2025

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Staff Operators (“Staff Operators,” “our,” “us,” or “we”) respects the intellectual property rights of others and seeks to offer a platform which contains no content that violates those rights. To promote these objectives, we provide a process for submission of complaints concerning content posted by our users. Our policy and procedures are described and referenced below.

Copyright Infringement Claims

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), Staff Operators has procedures for receiving written notification of claimed copyright infringement. Staff Operators has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may submit a written communication that contains all of the following:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A description of the copyrighted work that you claim has been infringed. Provide a URL or link to where the material is located, if possible.
A description specifying the location on our website(s) of the material that you claim is infringing, including a URL or link to where the material is located. Provide information reasonably sufficient to enable us to locate it.
Your email address and your mailing address and/or telephone number.
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Staff Operators’s Legal Department is its designated agent under the DMCA. Please submit your notice to Staff Operators’s Legal Department by submission of this online form or by email to legalnotices@Staff Operators.com.

In response to a notice, Staff Operators may remove or disable access to the allegedly infringing material, and take such other actions Staff Operators deems appropriate in its sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter-Notice”) as described below.

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (g)(3) of the DMCA. You may provide a written communication that contains all of the following:

Your physical or electronic signature.
Identification of the material removed or to which access has been disabled, including the specific URL or link.
A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified.
Your full name, your email address, your mailing address, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Northern District of California (Santa Clara County), if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to Staff Operators’s Copyright Agent by submission of this online form or by email to legalnotices@Staff Operators.com.

Trademark and Other Intellectual Property Right Infringement Notices

For claims of trademark infringement or other claims of intellectual property infringement, you must similarly provide us with clear information about the location of the allegedly infringing work, including the URL or link where the work is located; complete information about your trademark or other intellectual property rights, including identifying the trademarked word(s) or symbol(s), trademark registration number(s), and a direct link to the trademark record(s), if available; and your contact information (name, physical address, email address and telephone number). Please also indicate your relationship to the trademark holder, including whether you are the trademark holder or whether you are an authorized representative for the holder.

Please submit your notice to Staff Operators’s Legal Department by submission of this online form or by email to legalnotices@Staff Operators.com.

Privacy Policy

Effective July 31st 2025

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This Privacy Policy explains how and why Staff Operators collects, uses, and shares personal information when you interact with or use our Site or Service. It also includes any information Staff Operators collects offline in connection with the Service, which we may combine with information from the Site and Service.

When we say “Staff Operators”, we mean Staff Operators, and any of its affiliates, including Staff Operators, Inc. When we say “Site”, we mean www.Staff Operators.com, and when we say “Service”, we mean the Site plus any websites, features, applications, widgets, or online services owned or controlled by Staff Operators.

As part of the Service, Staff Operators provides a marketplace which results in platform information pertaining to different parties to an interaction. Users of the Service may be Clients, Freelancers, Agencies, or Site Visitors (as each is defined in the User Agreement). This Privacy Policy applies to Staff Operators’s processing of personal information of Users where Staff Operators determines the purposes and means of processing. It does not apply to processing of information by Users themselves, who may be controllers of the personal information they access through the Service. For information about how Users process your personal information, please contact them directly.

Accessibility: This Privacy Policy uses industry-standard technologies and was developed in connection with the World Wide Web Consortium's Web Content Accessibility Guidelines, version 2.1. If you wish to print this policy, please do so from your web browser or by saving the page as a PDF.

TABLE OF CONTENTS

1. INFORMATION COLLECTION

a. Information You Provide to Us

When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Staff Operators platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.

Depending upon our relationship with you, we may collect the following categories and types of personal information from and about you:

Categories of Personal Information We Collect

Examples of Personal Information Collected

Categories of Sources of Personal Information

Business Purpose for Collection of Personal Information

Identifiers

Name, Date of Birth, Social Media Account Information, Profile Data, IP Address

Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users)

Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Contact / Account Profile Information

Email Address, Home Address, Billing Address, Phone Number

Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users)

Developing, Improving, and Providing the Service, Identification, Communicating with You, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Sensitive Personal Information / Government Issued Identification Numbers

Social Security Number, Driver’s License, State Identification or Passport Number, VAT Identification Number, Tax Identification Number, Immigration Status, Citizenship Information

Directly from You

Improving and Providing the Service, Verifying Your Identity and Detecting Fraud, Identity Theft, or Other Misuse of Your Account, Legal, Compliance and Regulatory Obligations.

Commercial Information

Transaction Data including services offered, considered, or purchased

Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users)

Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Financial Data/Payment Information

Credit card or other financial account information

Directly from You or Your use of the Service; Third Parties (such as affiliates, agents, service providers and other users)

Improving and Providing the Service, Identification, Communications, Security, Legal, Compliance and Regulatory Obligations.

Internet or Other Network or Device Activities Including Information from Cookies

Unique device and app identifiers, browsing history or other usage data, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites

Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users)

Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Approximate Geolocation Information

Your approximate location

Directly from You or Your use of the Service; Cookies and Other Tracking Technologies; Third Parties (such as affiliates, agents, service providers and other users)

Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Sensory Information

Audio recordings if you call our customer service, video recording (if you provide permission).

Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates)

Providing and Improving the Service, Identification, Communications, Marketing, Security, Legal, Compliance and Regulatory Obligations.

Platform Communications

Communication Information (e.g., your name, contact information, and the contents of any messages you send)

Directly from You, Your use of the Service, and Users with whom you communicate

Providing the Service, Security, Legal, Compliance and Regulatory Obligations.

With your consent, the contents of any messages you send may be used to Develop and Improve the Service.

Professional Information

Previous place(s) of employment, position(s), work history, earnings, resume

Directly from You or Your use of the Service; Service Providers; Third Parties (such as other users)

Developing, Improving, and Providing the Service, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

Other information that identifies or can be reasonably associated with you

User-generated content, (e.g., community posts, feedback, ratings and job postings), photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information.

Directly from You or Your use of the Service; Service Providers; Third Parties (such as affiliates, agents, and other users)

Developing, Improving, and Providing the Service, Identification, Communications, Marketing, Analytics, Security, Legal, Compliance and Regulatory Obligations.

b. Non-Identifying Information and De-Identified Information

Non-Identifying Information/Usernames: We also may collect other information that does not identify you directly, such as zip codes, demographic data, information about your use of the Service, and general project-related data (“Non-Identifying Information”). We may combine information collected from Staff Operators users, whether they are registered or not (“Staff Operators Users”). In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. While the code does not identify you directly, it may be used by Staff Operators’s partners to connect your activity and interests.
Combination of Personal and Non-Identifying Information: We may combine your Personal Information with Non-Identifying Information, but Staff Operators will treat the combined information as Personal Information.
De-Identified Information: We may also de-identify or aggregate information and convert it into non-personal information so that it can no longer reasonably be used to identify you (“De-Identified Information”). We may use De-Identified Information for any of the purposes described in the “We Use Information We Collect” section below. We will maintain and use De-Identified Information in de-identified form and will not attempt to reidentify the information, except to confirm our de-identification processes or unless required by law.

c. Information Collected Automatically

Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use the Service, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.

Staff Operators and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, the desktop app, and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Staff Operators Users may include cookies, web beacons, and embedded scripts. In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.

For further information on cookies and how they are used for the Service, please visit our Cookie Policy at www.Staff Operators.com/legal#cookie-policy.

d. Work Diaries and Work View

With your permission, we collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. If a Freelancer enables Work Diaries, we will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.

As part of the Service, when enabled by a Freelancer, we collect information about a Freelancer’s work on a project for a Client, including information that may be considered personal information. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have enabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.Staff Operators.com .

We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval.

e. Analytics Providers, Ad Servers and Similar Third Parties

We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving certain interest-based advertising.

Staff Operators works with ad networks, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising from participating companies, click here (or if located in the European Union, click here). You must opt out on each device and each browser where you want your choice to apply. If you choose to opt out, please note you will continue to receive advertisements, but they may be less relevant to you.

While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.

f. Do Not Track Signals and GPC

Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. Staff Operators does not generally alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Global Privacy Control (GPC) is a technical specification that you can use to inform websites of your privacy preferences regarding ad trackers. If you do choose to set up GPC, it may impact the functionality of the Site, but we honor the GPC signal on a per-browser basis automatically in your cookie preferences.

g. Children

The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Staff Operators has collected Personal Information from your child, please contact us at: legalnotices@Staff Operators.com.

2. USE OF INFORMATION

We use information collected through the Service to provide and improve the Service, develop new Services and products, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.

a. We Use Information We Collect:

To develop, provide, and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
To contact you with administrative communications and Staff Operators newsletters, marketing or promotional materials (on behalf of Staff Operators or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
To assess your proposal to perform a freelance project on Staff Operators and prepare related governmental and internal statistics reports.
To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Staff Operators or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Staff Operators Users.
For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
- Providing our Site and Service.
- Detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity.
- Measuring interest and engagement in our Services.
- Short-term, transient use, such as contextual customization of ads.
- Improving, upgrading or enhancing our Services.
- Developing new products and services.
- Ensuring internal quality control and safety.
- Authenticating and verifying individual identities.
- Debugging to identify and repair errors with our Services.
- Auditing relating to interactions, transactions and other compliance activities.
- Enforcing our agreements and policies.
- Analyzing and improving our business.
- Communications, including marketing and responding to your inquiries about our services.
- Addressing information security needs and protecting our Users, Staff Operators, and others.
- Managing legal issues.
To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.

3. DATA RETENTION

Unless you request that we delete certain information (see Your Choices and Rights below), we will only retain your personal information for as long as is necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, accounting, or reporting requirements, as well as ongoing fraud prevention, backup, and business continuity purposes.

4. INFORMATION SHARING AND DISCLOSURE

We do not sell your Personal Information for monetary consideration, and we do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing.However, we may use technologies on our Site for the purposes of advertising or marketing to you and understanding how you interact with our ads. This may be considered a “sale” or “sharing” of personal information for targeted advertising under applicable data protection laws. We may also share information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or for the following business or commercial purposes:

Staff Operators Users

For Freelancers who have entered into a contract with a Client or who have elected to participate in Staff Operators Payroll, we may share their information with Clients, Agencies, and Staff Operators payroll vendors. For Freelancers who choose to view a job post or submit a proposal via the Service, we may share their information with the applicable Client(s). For Freelancers who have made their profiles publicly visible, we may share their information with Clients, Agencies, Partners, and Developers.

Note that if a Freelancer is suspended from the Staff Operators Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project.

For clients who have entered into a service contract or agreed to use Staff Operators Payroll with another user, we may share your information in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.

Service Providers

We may employ service providers and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Staff Operators’s features) or to assist us in analyzing how our Service is used. These Service providers may include analytics companies, advertising partners, payment processors, identity verification companies, security companies, generative AI partners, or other merchants. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.

Generative AI Partners

We provide certain features of our Service by integrating trusted generative AI service providers. We may share the information you provide while using these features with these generative AI service providers, as well as additional information necessary to utilize the feature.

Where Staff Operators uses this information to power features, we leverage certain treatments of the data appropriate for the feature, including but not limited to, first removing personal information and only using public data.

The Service includes a two-sided marketplace, which results in platform information pertaining to both parties on either side of an interaction. For example, a Client’s review is inherently about a Freelancer, a Client job post is work history for a Freelancer, and Client spend is part of earning history for a Freelancer. Thus, if a Client or Freelancer chooses to use our generative AI features, the platform information associated with that user’s account – including information described above – may be used to power those features.

Legal and Investigative Purposes

Staff Operators will share information with government agencies as required by law including (without limitation) in response to lawful requests by public authorities to meet national security or law enforcement requirements and in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law.

We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Staff Operators or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity.

Internal and Business Transfers

Staff Operators may share information, including Personal Information, with its parent company Staff Operators Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes, including activities such as IT management, for them to provide services to you, or support and supplement the Services we provide. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.

Staff Operators Foundation Initiative

If you choose to participate in The Staff Operators Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Staff Operators who provide support to Freelancers through that program.

Sweepstakes, Contests, and Promotions

We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration.

Non-Identifying Information and De-Identified Information

We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) or De-Identified Information to third parties.

Categories of Personal Information We Have Shared in the Preceding 12 Months

Categories of Third Parties with whom We Share Personal Information

Whether This Category is Used for Targeted Advertising

Identifiers

Analytics Companies, Identity Verification Companies, Advertising Partners, Payment Processors, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

Yes

Contact Information

Analytics Companies, Advertising Partners, Payment Processors, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

Yes

Sensitive Personal Information / Government Issued Identification Numbers

Identity Verification Companies, Security Companies, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

No

Commercial Information

Payment Processors, Security Companies, Analytics Companies, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

No

Financial Data/Payment Information

Payment Processors, Security Companies, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

No

Internet or Other Network or Device Activities Including Information from Cookies

Analytics Companies, Advertising Partners, Other Merchants, Government Agencies (as required by law)

Yes

Approximate Geolocation Information

Analytics Companies, Advertising Partners, Other Merchants, Staff Operators Users, Government Agencies (as required by law)

Yes

Sensory Information

Other Merchants, Staff Operators Users, Government Agencies (as required by law)

No

5. YOUR CHOICES AND RIGHTS

You may have certain choices and rights associated with your personal information, including opting out of targeted advertising or other disclosures to third parties. Residents of certain locations may have the right to have an authorized agent submit requests on your behalf. You or your authorized agent may request that Staff Operators honor these rights by contacting us as outlined in the “Contact Us” section below, or submitting a request here. Depending on your location, you may also opt out of targeted advertising here.

Non-Discrimination: You will not receive any discriminatory treatment by us for the exercise of your privacy rights.

Verifying Your Request: Only you, or a person that you authorize to act on your behalf, may make a request related to your personal information. In the case of access and deletion, your request must be verifiable before we can fulfill such request. Verifying your request will require you to provide sufficient information for us to reasonably verify that you are the person about whom we collected personal information or a person authorized to act on your behalf. We will only use the personal information that you have provided in a verifiable request in order to verify your request. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority. Please note that we may charge a reasonable fee or refuse to act on a request if such request is excessive, repetitive or manifestly unfounded.

For Individuals Located in the European Economic Area (EEA), United Kingdom (UK) or Switzerland:

You have a number of rights under applicable data protection laws in relation to your personal information. Under certain circumstances, you have the right to:

Have access to your personal information by submitting a request to us;
Have your personal information deleted;
Have your personal information corrected if it is wrong;
Have the processing of your personal information restricted;
Object to further processing of your personal information, including to object to marketing from us;
Make a data portability request;
Withdraw any consent you have provided to us;
Restrict any automatic processing of your personal information; and
Complain to the appropriate Supervisory Authority.

To exercise any of these rights, please contact us as outlined in the “Contact Us” section below.

Notice for California Residents

“Shine the Light” and “Eraser” Laws: Residents of the State of California may request a list of all third parties to which we have disclosed certain information during the preceding year for those third parties’ direct marketing purposes.

California Consumer Privacy Act (CCPA)/California Privacy Rights Act (CPRA): The CCPA, as amended by the CPRA, provides California residents and/or their authorized agents with specific rights regarding the collection and processing of their personal information.

Your Right to Know: California residents have the right to request that we disclose the following information to you about our collection and use of your personal information over the past twelve (12) months. We may ask you to provide certain information to identify yourself so that we may compare it with our records in order to verify your request. Upon verification, we will disclose to you:

The categories of personal information we have collected about you.
The categories of sources for the personal information we have collected about you.
The specific pieces of personal information we have collected about you.
Our business or commercial purpose for collecting or “selling” your personal information as defined by the CCPA.
The categories of third parties to whom we have sold or shared your personal information, if any, and the categories of personal information that we have shared with each third-party recipient.

Your Right to Opt-Out of “Sale” or “Sharing” of Personal Information: California residents have the right to opt-out of the “sale” or “sharing” of their personal information as defined by the CCPA by clicking here or by contacting us using the information in the “Contact Us” section below.

Please note that we do not knowingly “sell” the personal information of any individuals under the age of 18.

Where we are “sharing” your personal information with third parties for the purposes of cross-context behavioral advertising or profiling, you may opt-out of such sharing at any time by submitting a request as directed on the homepage of our website or by contacting us using the information in the “Contact Us” section below.

Your Right to Limit Use of Sensitive Personal Information: California residents may have the right to request that businesses limit the use of any sensitive personal information to those uses which are necessary to perform the Services or for other specifically-enumerated business purposes under the CCPA, as amended by the CPRA. Please note that we do not use sensitive personal information other than as necessary to perform the Services or as specifically permitted under the CCPA.

Your Right to Delete: California residents have the right to request that we delete any of the personal information collected from you and retained by us, subject to certain exceptions. We may ask you to provide certain information to identify yourself so that we may compare it with our records in order to verify your request. Once your request is verified and we have determined that we are required to delete the requested personal information in accordance with the CCPA, we will delete, and direct our service providers to delete your personal information from their records. Your request to delete personal information that we have collected may be denied if we conclude it is necessary for us to retain such personal information under one or more of the exceptions listed in the CCPA.

Your Right to Correct: Under the CCPA, as amended by the CPRA, California residents have the right to request that we correct any inaccurate personal information we maintain about you, taking into account the nature of the personal information and the purposes for which we are processing such personal information. We will use commercially reasonable efforts to correct such inaccurate personal information about you.

Non-Discrimination: You will not receive any discriminatory treatment by us for the exercise of your privacy rights conferred by the CCPA.

Notice for Nevada Residents

Under Nevada law, certain Nevada residents may opt out of the sale of “personally identifiable information” for monetary consideration to a person for that person to license or sell such information to additional persons. “Personally identifiable information” includes first and last name, address, email address, phone number, Social Security Number, or an identifier that allows a specific person to be contacted either physically or online.

We do not engage in such activity; however, if you are a Nevada resident who has purchased or leased goods or services from us, you may submit a request to opt out of any potential future sales under Nevada law by emailing privacyrequests@Staff Operators.com. Please note we will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request in the event our practices change.

Notice for Residents of Certain Other States

The laws of your state of residence (“Applicable State Law”) may provide you with certain rights, including the following:

Your Right to Confirm and Access: You have the right to confirm whether we are processing personal information about you and access the personal information we process about you.

Your Right to Portability: You have to right to obtain a copy of the personal information we maintain and process about you in a portable and, to the extent technically feasible, readily-usable format.

Your Right to Delete: You have the right to request that we delete the personal information we maintain or process about you.

Your Right to Correct: You have the right to request that we correct inaccuracies in the personal information we maintain or process about you, taking into consideration the nature and purpose of such processing.

Your Rights to Opt-Out: You have the right to opt-out of certain types of processing of personal information, including:

Opt-Out of the “sale” of personal information as defined by Applicable State Law;
Opt-Out of targeted advertising by us;
Opt-Out of automated profiling for the purposes of making decisions that produce legal or similarly significant effects.

Please note, as explained above, we do not “sell” personal information as that word is traditionally defined. However, we do share personal information with third parties to provide you with personalized advertising from us and to better understand how you interact with our Services. Through the use of cookies, we may also make available certain personal information to third parties for targeted advertising. You may opt-out from any of these disclosures under Applicable State Law by clicking here.

Appeals Process & Other Concerns

Certain information may be exempt from the rights described above under applicable law. If we deny your request in whole or in part, you may have the right to appeal the decision. In such circumstances, we will provide you with information regarding the appeals process. Depending on your location, you may also email legalnotices@Staff Operators.com with the subject “Data Privacy Request Appeal” to provide us with details about why you are appealing the decision.

If you have an unresolved privacy or data use concern that we have not addressed to your satisfaction, please contact our U.S.-based third-party dispute resolution provider free at https://feedback-form.truste.com/watchdog/request.

6. SECURITY

We take a number of steps to protect your data, but no security is guaranteed.

Staff Operators takes reasonable steps to help protect and secure the information it collects and stores about Staff Operators Users. We maintain reasonable administrative, technical, and physical safeguards designed to protect personal information that we receive against accidental, unlawful, or unauthorized destruction, loss, alteration, access, disclosure or use.

7. CROSS-BORDER DATA TRANSFERS

Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.

Staff Operators may transfer your personal information to a third party that is located in a jurisdiction other than the one from which we collected your personal information, including to countries that have not been deemed to have an adequate level of protection for the rights and freedoms of data subjects. If we do transfer your personal information to another jurisdiction, we will do so following due diligence and provided that the data recipient is subject to contractual agreements imposing obligations on it to ensure appropriate technical and organizational are implemented and maintained at all times to prevent the unauthorized and unlawful processing of personal information, and the accidental loss or destruction of, or damage to, personal information, consistent with our obligations under applicable data protection laws.

We will use appropriate legal transfer mechanisms, including Standard Contractual Clauses, where required by law. In addition, Staff Operators is self-certified under the U.S. Department of Commerce’s Data Privacy Framework, as described below. Personal information from EU, Swiss, and UK residents will be treated in accordance with the Data Privacy Framework Principles. To exercise any legal right to see copies of the data transfer mechanism documents that Staff Operators uses to transfer data to third parties, please contact us.

Data Privacy Framework Notice

Staff Operators complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Staff Operators has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. Staff Operators has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. The Staff Operators entities certified under the Data Privacy Framework (DPF) are Staff Operators To learn more about the DPF Program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

When Staff Operators receives Personal Information under the DPF and then transfers it to a third party service provider acting as an agent on their behalf, Staff Operators may have certain responsibilities under the DPF if both (i) the agent processes the information in a manner inconsistent with the DPF and (ii) Staff Operators or its affiliate is responsible for the event giving rise to the damage.

Covered European residents should contact Staff Operators at the contact information below regarding Staff Operators’s compliance with the DPF. Staff Operators will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Staff Operators, your issue or complaint is not resolved, Staff Operators has agreed to participate in the DPF independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT Staff Operators FIRST.

For other Personal Information Staff Operators receives under the DPF, we have committed to refer unresolved privacy complaints under the DPF Principles to an independent dispute resolution mechanism, JAMS Data Privacy Framework Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/dpf-dispute-resolution for more information and to file a complaint.

If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a DPF panel, as described at https://www.dataprivacyframework.gov/s/. Every individual also has a right to lodge a complaint with the relevant supervisory authority.

The Federal Trade Commission has jurisdiction over Staff Operators’s compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF. In cases of onward transfers to third parties, Staff Operators has responsibility for the processing of personal information we receive under the DPF Principles and subsequently transfers to a third party acting as an agent on our behalf. To the extent required by the DPF, Staff Operators shall remain liable under the DPF Principles if our agent processes such personal information in a manner inconsistent with the DPF Principles, unless we are able to prove that we are not responsible for the event giving rise to the damage.

8. LINKS TO OTHER SITES

Our Service contains links to other websites. If you choose to click on a third-party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.

9. CHANGES TO THIS POLICY

We may change this Privacy Policy. If we make substantial changes, we will provide notice.

This Privacy Policy is effective as of the date stated at the top of this page. Staff Operators may update this Privacy Policy at any time and any changes will be effective upon posting. By accessing or using the Service after we notify you of such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.

10. CONTACT US

To request that Staff Operators honor any of the rights described in this Policy submit a request here, or contact us as outlined below.

If you have any questions about this Privacy Policy, please contact us at https://support.Staff Operators.com or legalnotices@Staff Operators.com, or by mail addressed to Staff Operators, Attn: Legal, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA. You may also contact us by phone at 866-262-4478.

General Data Protection Regulation (GDPR) – European Representative

Pursuant to Article 27 of the General Data Protection Regulation (GDPR), Staff Operators Inc. has appointed European Data Protection Office (EDPO) as its GDPR Representative in the EU. You can contact EDPO regarding matters pertaining to the GDPR:

by using EDPO’s online request form: https://edpo.com/gdpr-data-request, or
by writing to EDPO at Ground Floor, 71 Lower Baggot Street, Dublin, D02 P593, Ireland

UK General Data Protection Regulation (GDPR) - UK Representative

Pursuant to Article 27 of the UK GDPR, Staff Operators Inc. has appointed EDPO UK Ltd as its UK GDPR representative in the UK. You can contact EDPO UK regarding matters pertaining to the UK GDPR:

by using EDPO’s online request form: https://edpo.com/uk-gdpr-data-request, or
by writing to EDPO UK at 8 Northumberland Avenue, London WC2N 5BY, United Kingdom

FADP Article 14 Representative

Pursuant to Article 14 of the FADP, Staff Operators Inc. has appointed EDPO Switzerland as its Representative in Switzerland. You can contact EDPO Switzerland regarding matters pertaining to the FADP:

by using EDPO Switzerland's online request form: https://edpo.com/swiss-data-request, or
by writing to EDPO Switzerland at Rue de Lausanne 37, 1201 Geneva, Switzerland

Global Data Processing Agreement (SKIPPED)

Digital Services Act

Effective July 3rd 2025

Download

Digital Services Act

Note: Some of the information in this section was previously found on the Privacy Center page of the Staff Operators Legal Center.

The Digital Services Act (DSA) is a European Union (EU) law that became fully effective on February 17, 2024. Generally speaking, the DSA intends to protect consumers and their fundamental rights online, establish a transparency and accountability framework for online platforms, and foster innovation, growth and competitiveness.

Under the DSA, online platforms, for example, are required to publish “the average monthly active recipients” of their service in the EU over a preceding 6-month period. Platforms that exceed 45 million average monthly active EU recipients may be designated as a “very large online platform” (VLOP), which must comply with additional regulatory requirements. To the extent that any of Staff Operators’s products or services fall within the scope of the DSA, we continue to monitor our average monthly active EU recipients and have determined as of January 31, 2024 that it remains well below the 45 million threshold for VLOPs.

Staff Operators takes every report of suspicious or inappropriate activity seriously, and every report goes directly to our Trust and Safety team for investigation. We want Staff Operators to be your home for work, and providing a safe platform is our top priority. For more information on how to notify us of potentially illegal content, please visit our Help Center to learn about reporting suspicious user activity.

For any additional communications related to the DSA, please contact us at dsa@Staff Operators.com.

Staff Operators's 2024 Transparency Report

Trust is foundational to how people connect and work together.

At Staff Operators, our Terms of Service and Marketplace Standards set clear expectations for building and maintaining that trust. They outline which jobs and behavior are allowed, and explain the actions we take to keep the platform fair and secure.

These standards are publicly available and are updated at regular intervals to address shifts in the marketplace or emerging risk. They are designed to help both freelancers and clients use Staff Operators safely and responsibly.

This report shares an overview of how we upheld our Terms of Service and Marketplace Standards in 2024, including the types of issues users flagged and the actions we took in response. Our goal is to increase understanding of the systems behind Staff Operators’s Trust & Safety program: what we monitor, how decisions are made, and how we support customers throughout the process.

User Flags

Freelancers and clients can report behavior or content they believe violates our standards. Reports may be submitted directly on job posts, messages, profiles, and Project Catalog listings. Every flag is reviewed by Staff Operators’s Trust & Safety team which will remove content, provide education, suspend account access, or take other enforcement actions as appropriate

In 2024, we received 501,480 reports of potentially illegal content or violations of our Terms and we took action on 199,019 of them. The median time it took to review a user flag was 48 minutes. Staff Operators did not receive any notices from designated DSA trusted flaggers.

Automation

In addition to customer reports, we’ve invested heavily in strong verification and validation controls at registration and introduced a full suite of sophisticated models to detect bad actors at the point of entry. These include models that identify fraudulent accounts, malicious job posts, and attempted Terms of Service violations.

We know that these tools are working because we’ve seen a marked decrease in on-platform fraud and scams. Most fraudsters are removed after their first attempt at fraudulent activity, and in 2024, 87% of user-flagged job posts we acted on had already been detected by our automated systems.

In many situations, human reviewers make the final decision on content that’s been flagged by automation. Where content moderation is fully automated, we monitor performance through continuous manual sampling, tracking both precision and false positive rates. We are always striving to improve the fairness and performance of our tools and when we identify opportunities for enhancement, we update our systems to better curb harmful behavior while minimizing impact on legitimate users.

Enforcement Actions

When we determine that a rule has been broken, we take one or more of the following actions depending on the nature and severity of the issue:

Education: We notify the user and may remove content or request updates.
Temporary restriction: We limit account access until the issue is resolved.
Permanent block: We ban the account in cases of repeated or serious violations.

Our goal is to address violations proportionately, provide users with clarity, and help prevent future issues wherever possible.

Below, we’ve included additional data on job post takedowns and account suspensions related to our content moderation efforts last year. We removed 827,265 job posts and suspended 184,914 accounts.

Appeals

If a user believes a suspension was applied in error, they can submit an appeal. All appeals are reviewed by Staff Operators’s Trust & Safety team to ensure our standards have been applied accurately and consistently. We consider each appeal in context and consider factors like account history, the nature of the issue, and any additional information the customer provides.

In 2024, we received 22,528 total appeals related to content moderation suspensions, of which 12,634 involved temporary suspensions and 9,894 involved permanent suspensions. Among these, we approved:

10,790 temporary suspension appeals, the vast majority (approximately 96%) due to users completing required actions to reinstate their accounts, and about 4% due to a change in our enforcement decision.
4,054 permanent suspension appeals.

The median time it took to review these appeals was 6.4 hours.

Government Requests to Remove Illegal Content

If we receive requests from government agencies to remove content that may violate local or international laws, we evaluate whether the content in question violates Staff Operators’s Terms of Service or applicable legal standards.

Staff Operators did not receive government requests to remove illegal content in 2024.

Out-of-Court Dispute Settlements

Customers may choose to pursue resolution related to content moderation decisions through out-of-court dispute settlement mechanisms. Staff Operators supports fair resolution processes and complies with laws that provide for alternative dispute resolution.

Staff Operators did not receive notice of any out-of-court disputes in 2024.

Privacy Center

Effective July 3rd 2025

Privacy at Staff Operators

Staff Operators understands the importance of data privacy and takes the responsibility of handling and securing personal data seriously. We focus on incorporating data protection principles throughout our platform, program, and services that provide effective data privacy measures for Staff Operators, its workforce, partners, and users.

Staff Operators’s Privacy and Information Security teams have carefully analyzed applicable privacy laws and regulations and undertaken the necessary steps for our compliance with their requirements. We provide detailed information about the personal data we collect and how we use it in our agreements, in our help articles, and in our Privacy Policy.

Depending on where you are located, you may have certain rights with respect to your personal data, which you can learn about below and exercise here . Regardless of where you call home, you may close your account or request the deletion of all personal information we have about you at any time.

Learn more about how Staff Operators is complying with GDPR and the CCPA in our Privacy Policy.

EUROPE

The General Data Protection Regulation (GDPR) is a data privacy law that gives residents of the European Union (“EU”) more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on.

Under the GDPR, companies are required to be transparent about what types of personal data they collect and how they use it, be responsible for secure data processing practices, and provide notification to customers or data subjects when breaches occur.

The United Kingdom General Data Protection Regulation (UK GDPR) is a UK law that is largely based on the GDPR, but went into effect in 2021 as a result of the UK’s withdrawal from the EU. In conjunction with the Data Protection Act 2018, it sets out the key principles, rights and obligations for most processing of personal data in the UK.

Transfer of Data

With respect to transfers that involve personal data that is within the scope of European data protection laws, Staff Operators relies on standard contractual clauses as a transfer mechanism to reflect relevant compliance requirements.

We have posted a Data Processing Agreement (“DPA”), governing the relationship between the Customer (as defined in the DPA) and Staff Operators with respect to personal data. Unless otherwise agreed to in writing by you and Staff Operators, the DPA applies to the extent Staff Operators processes any personal data for you as a controller in your role as a Customer.

Digital Services Act

Note: The information that was previously in this section can now be found on the Digital Services Act page.

UNITED STATES

The data protection landscape in the U.S. is a patchwork of regulations, state laws, and other requirements that are currently in flux. Staff Operators’s Legal team performs ongoing monitoring and analysis to determine their application to the personal data we handle and conform to their requirements.

“Sharing” and “Selling” Personal Information

Certain state laws provide rights for individuals to prevent the “sharing” and “sale” of their personal information. Staff Operators does not sell your personal information as the term is commonly understood. But we do allow some advertising vendors to use your personal information for internet-based marketing that may be considered “selling” or “sharing” under those definitions. The only means by which Staff Operators may “sell” or “share” your personal information is with our third-party marketing partners.

If you are located in a state that provides this right, you may opt out of the “sale” and “sharing” of your personal information by utilizing the “Do not sell or share my personal info” banner on our website, or clicking corresponding footer link. This opt-out is specific to the browser on the device, so you will need to opt out again if you: 1) later clear your cookies, or 2) visit this site from a different browser or device.

Sensitive Personal Information

State laws have different definitions for personal information that is inherently more sensitive or would pose a greater risk of harm to the individual if mishandled. Staff Operators identifies and appropriately handles the data classified as “sensitive personal information” or other elevated classification.

Some state laws allow individuals to limit the use of their sensitive personal information to purposes necessary to perform the services. Staff Operators imposes this limitation upon itself inherently, and only uses the limited sensitive personal information it collects to provide, maintain, improve, and secure our services.

HOW DO I SUBMIT A DATA REQUEST?

Depending on where you are located, you may have certain rights with regard to your personal data. These rights may be limited, for example, if fulfilling a request would reveal personal data about another person, or if you ask us to delete data which we are required by law to keep or have compelling legitimate interests in keeping (such as fraud prevention purposes or record retention requirements under applicable laws). In addition, we typically will not remove data you posted publicly or shared with others through or on the Service, as neither you nor Staff Operators can delete all copies of data that have been previously shared with others.

If you would like to request to close your account in our system, you can do so through our platform (once you have logged in, visit settings / user settings, and then click on the close my account link). In addition, you can access, correct, or delete your personal data by making updates to that data through your account. You can also submit a request to us regarding your personal data by completing the form below or emailing privacyrequests@Staff Operators.com. Please note that if your data is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the platform.

Click here to access the data request form.

ADDITIONAL RESOURCES

Staff Operators Privacy Policy

Staff Operators Cookie Policy

Cookie Policy

Effective August 29th 2025

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This cookie policy (“Cookie Policy”) describes how Staff Operators, our service providers, and other third parties uses cookies and other related technologies such as web beacons (pixels), log files, and SDKs (collectively referred to as “tracking technologies”) when you interact with us through the Site. When we say “Site”, we mean http://www.Staff Operators.com.

You can update certain tracking technology preferences by changing the settings in your browser (more information on how to do this is provided below) or adjusting the settings by clicking the link labeled “Cookie Settings” at the bottom of the homepage.

We may modify this Cookie Policy from time to time, so please check back often for updates.

What are tracking technologies?

Below we describe the different types of tracking technologies we may use. Each of these tracking technologies could be a first-party or third-party technology. A tracking technology that is created by Staff Operators is a first-party tracking technology. The data a first-party tracking technology collects/stores is only directly accessible to Staff Operators. Third-party tracking technologies are created by domains (i.e. website) separate from Staff Operators. The data a third-party tracking technology collects/stores is accessible by a third-party, someone other than Staff Operators.

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.

Web Beacons

Web beacons, tags, and tracking pixels are small pieces of code (such as JavaScript in a tag manager) or tiny 1x1 transparent images embedded in a website. They are used to enable certain Service functionality—like design elements—or to monitor user behavior across different websites and devices. These tools are often linked to social media features, such as a “like” button.

SDKs

A Software Development Kit or “SDK” represents a consolidated package of pre-existing code, enhancement tools, and guidance documents that can be installed and used to develop applications for a particular website.

Log Files

Log files are software-generated files containing data about the operations, activities, and usage patterns of an application, server, or IT system, such as what was done and at what time.

What are tracking technologies used for?

Our Service uses first-party and third-party tracking technologies for several purposes including helping us understand how the Service is being used, improving user experience such as letting you navigate between pages efficiently and remembering your preferences, keeping our Service secure, providing advertisements that are relevant to you, enhancing our marketing efforts, and generally improving your browsing experience.

What types of cookies does Staff Operators use?

Staff Operators categorizes its tracking technologies based on the use case. The categories are as follows: Strictly Necessary, Performance, Functional, and Targeting.

Strictly Necessary

These tracking technologies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these tracking technologies, some components of the services you have asked for such as payment submission can’t be provided. These tracking technologies cannot be switched off in our systems, because they are necessary for functionality. While you can set your browser to block or alert you about these tracking technologies, if you block them, some or all parts of the Site may not function.

Performance

These tracking technologies 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.

Functionality

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

These tracking technologies 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 accessed our Service Site you may see some advertisements about our services elsewhere on the Internet.

How long will tracking technologies stay on my browsing device?

If a tracking technology is stored on your device (e.g. a cookie), the length of time a tracking technology will stay on your browsing device depends on whether it is a “persistent” or “session” tracking technology. Tracking technologies with a “session” duration will only stay on your device until you stop browsing. Tracking technologies with a “persistent” duration will stay on your browsing device until they expire or are deleted.

How to control and delete certain tracking technologies through your browser

The browser you are using to view the Site may have the functionality to enable, disable or delete certain tracking technologies such as a cookie. 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 these tracking technologies, 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.

Managing Tracking Technology Preferences

Removing Tracking Technologies From Your Device

If a tracking technology is stored on your device (e.g. a cookie), you may be able to delete them by clearing the browsing history of your browser. This will remove from your device all tracking technologies from all websites you have visited. Be aware though that you may also lose some saved data (e.g. saved login details, website preferences).

Generally Blocking Tracking Technologies

Most modern browsers provide settings which allow you to prevent tracking technologies from being placed on your device. If you decide to use these settings, please be aware that you may have to manually adjust some preferences every time you visit a website and our Service, and some services and functionalities of a website may not work properly at all such as login pages.

In addition, listed below are the links to the support documents on how to manage and delete cookies from the major web browsers. To note, we do not control these third-party cookies preferences and are not responsible for any choices you make using these programs or links or their continued availability or accuracy. If you are using any other web browser, please visit your browser’s official support documents.

Chrome: https://support.google.com/accounts/answer/32050

Safari: https://support.apple.com/en-in/guide/safari/sfri11471/mac

Firefox: https://support.mozilla.org/en-US/kb/clear-cookies-and-site-data-firefox?redirectslug=delete-cookies-remove-info-websites-stored&redirectlocale=en-US

Internet Explorer: https://support.microsoft.com/en-us/topic/how-to-delete-cookie-files-in-internet-explorer-bca9446f-d873-78de-77ba-d42645fa52fc

Managing Service-Specific Tracking Technologies

You may update your tracking technology preferences on Staff Operators by clicking the “Cookie Settings” button at the bottom of the Site’s homepage.

Contacting Us

If you have any questions about this Cookie Policy, please contact us at https://support.Staff Operators.com/home or by mail addressed to Attn: Legal, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA.

API Terms of Use

Effective July 31st 2025

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These API Terms of Use (the “API Terms”), dated as of December 14, 2016 (the “Effective Date”), are made and entered into by and between Staff Operators and its affiliates (“Staff Operators” or “we”), and you (“Developer” or “you”). Staff Operators and Developer are sometimes referred to in the API Terms individually as a “Party” and collectively as the “Parties”. Staff Operators and Developer hereby agree as follows:

1. Agreement to the API Terms.

By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the Staff Operators API. Additionally, you agree to and accept the Staff Operators Terms of Service, available at https://www.Staff Operators.com/legal/. If you disagree with any of the terms of the API Terms or the Staff Operators Terms of Service, Staff Operators does not grant you a license to use the Staff Operators API. If you are using the Staff Operators API on behalf of a company or any other entity, you represent and warrant that you have full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the Staff Operators Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.

2. Definitions.

Capitalized terms not defined in the API Terms have the meanings given to them in the Staff Operators Terms of Service.

Staff Operators API. A set of web-based services providing programmatic access to Staff Operators systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that Staff Operators makes available under the API Terms.
Staff Operators Content. Any data, content, or executables of or associated with the Staff Operators API or Site Services (as defined in the Staff Operators Terms of Service). This includes all Staff Operators User Data.
Staff Operators User Data. Any content, information, and other data about persons who use the Staff Operators services received or collected by Developer through any instance of the Developer Application, the Staff Operators API, or otherwise in connection with the API Terms.

3. Developer’s Use of the Staff Operators API.

Developer wishes to use and access the Staff Operators API in connection with the development and distribution of a Developer Application and agrees to the additional requirements herein. Developer and Staff Operators hereby agree as follows:

Developer Registration. Before using the Staff Operators API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for Staff Operators. The registration may be completed and accepted by Staff Operators on the Site. Upon successful registration, Staff Operators shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the Staff Operators API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
Development of the Developer Application. Subject to the terms of these Terms of Use, Developer will develop one or more Developer Applications. Developer will ensure that all Developer Applications are and remain in compliance with the API Terms and the Staff Operators Terms of Service.
- Permitted Uses of the Staff Operators API. Your use of the Staff Operators API is limited to the purpose of facilitating your own or your Users’ use of the Staff Operators Site and Site Services. Some examples of permitted uses of the Staff Operators API would be to create Applications that:
  - Allow Staff Operators Users to search for and browse Staff Operators job postings with a customized interface;
  - Allow Staff Operators Users to manage active contracts;
  - Allow Staff Operators Users to apply to jobs on Staff Operators; or
  - Allow Staff Operators Users to manage invoices, billing, and communications on Staff Operators.
- Prohibited Uses of the Staff Operators API. Developer must never do any of the following:
  - Use the Staff Operators API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
  - Use the Staff Operators API to retrieve Staff Operators Content that is then aggregated with third-party search results in such a way that a user cannot attribute the Staff Operators Content to Staff Operators (such as aggregated search results).
  - Distribute or allow access to the Staff Operators API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to Staff Operators Content
- Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:
  - Implement features or business practices that unlawfully harm the professional reputation or relationships of Staff Operators or Staff Operators users.
  - Use Staff Operators Content received from the Staff Operators API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
  - Impersonate Staff Operators or an Staff Operators user or intentionally misrepresent Staff Operators or any Staff Operators user or other third party when requesting or publishing information.
  - Obfuscate or hide any Staff Operators buttons, sign-in functionality, or consent or authorization flows from your users.
  - Proxy, request, or use Staff Operators account user names or passwords in any fashion for any reason.
  - Request from the Staff Operators API more than the minimum data fields and application permissions the Developer Application needs.
  - Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
  - Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
  - Copy, reformat, reverse-engineer, or otherwise modify the Staff Operators API, Access Credentials, the Site, the Site Services, or any Staff Operators Content.
  - Promote or operate any product or service that competes with the Staff Operators Site Services.
  - Interfere with or disrupt Staff Operators services, Staff Operators servers or networks connected to Staff Operators services, or disobey any requirements, procedures, policies or regulations of networks connected to the Staff Operators Site or Site Services.
  - Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between Developer and Staff Operators or any written instructions provided by Staff Operators.

4. API License.

Using the Staff Operators API. As part of the API Terms, Staff Operators grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the Staff Operators API solely to do the following and subject to the restrictions set forth in the API Terms:
- Enable your Application to interact with Staff Operators’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
- Make limited intermediate copies of Staff Operators Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
- Rearrange or reorganize Staff Operators Content within your Application; and
- Display in your Application Staff Operators Content consistent with this Agreement.
Access Credentials. Staff Operators will provide you with Access Credentials that permit you to access the Staff Operators API. The Access Credentials are the property of Staff Operators and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the Staff Operators Terms of Service, or if Staff Operators terminates the API Terms.
API Call Limitations. The number of API calls you will permitted to make during any given time period may be limited. Staff Operators will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. Staff Operators may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the Staff Operators API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.

5. Certification.

At its discretion, Staff Operators may require or offer Certification for certain Applications. Certification will consist of confirmation by Staff Operators or a third party it designates that your Application’s technology complies with the API Terms and the Staff Operators Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the Staff Operators API in certain cases until certification is complete. At Staff Operators’s discretion, future modifications of your Application or use or display of Staff Operators Content may be subject to re-certification. If Staff Operators requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.

6. Data Use.

Obligations to Staff Operators. Developer may only use, disclose, and otherwise process Staff Operators User Data in accordance with the written instructions of Staff Operators and applicable laws, rules and regulations.
Prohibited Uses. Developer will not:
- Use Staff Operators Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable Staff Operators user or (2) the purpose of providing services to Staff Operators.
- Use Staff Operators Content for any research or publication purpose without prior written consent and a license from Staff Operators to research or publish, as applicable, Staff Operators Content.
- Use Staff Operators Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
- Use Staff Operators Content for user profiling purposes or for advertising purposes.
- Sell, lease, sublicense, or otherwise transfer, directly or indirectly, Staff Operators Content to any third party.
- Augment, commingle, or supplement Staff Operators Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
- Use the user identification or authentication codes connected to any Staff Operators user to disclose information related to that user to any third party.

7. Data Storage.

Except as provided in the API Terms, Developer may not copy or store any Staff Operators Content, or any information expressed by or representing Staff Operators Content (such as hashed or otherwise transformed data).

Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that Staff Operators provides to Developer for identifying individual users of the Developer Application or any tokens that Staff Operators provides to Developer when an Staff Operators user authenticates the Developer Application for the Staff Operators user’s account.

Cached Content. Solely for the purpose of improving user experience, Developer may cache Staff Operators Content for no more than twenty-four (24) hours.
Deletion. Developer must promptly and securely delete all Staff Operators User Data collected from Staff Operators users upon request of the Staff Operators user, when the Staff Operators user deactivates or uninstalls the Developer Application, when the Staff Operators user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all Staff Operators Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.

8. User Consent and Agreement.

User Agreement and Privacy Policy. The Developer Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access the Development Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Staff Operators users.
User Consent. Before obtaining information from Staff Operators users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.

9. Data Safeguards.

Developer will protect Staff Operators User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and Staff Operators User Data. The Developer Application must use reasonable security measures to protect any Staff Operators User Data and any elements or components of the Staff Operators API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to Staff Operators at legalnotices@Staff Operators.comany security deficiencies in, or intrusions into, your Systems that you discover to Staff Operators. You will work with Staff Operators to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or Staff Operators User Data, you will make no public statements without prior written and express permission from Staff Operators in each instance, unless otherwise required by law.

10. Access to the Staff Operators API.

Subject to the API Terms, Staff Operators may, in its sole discretion, make specific instances or versions of the Staff Operators API available to Developer for use in connection with Developer Applications. Staff Operators may terminate such access to the Staff Operators API, in whole or certain features, functions, or services thereof, for convenience, at any time. The Staff Operators API will be deemed to be a part of the Site Services as set forth in the Staff Operators Terms of Service.

11. Staff Operators API Support and Changes.

Staff Operators may provide technical support, upgrades, or modifications of the Staff Operators API in Staff Operators’s sole discretion. Staff Operators may cease providing technical support, upgrades, or modifications of the Staff Operators API at any time and for any reason without notice or liability to Developer. Staff Operators may release new versions of the Staff Operators API and require Developer to use the new version of the Staff Operators API. Developer’s use of new releases or versions of the Staff Operators API will be acceptance of all modifications of the Staff Operators API.

12. Intellectual Property.

Staff Operators Materials. Staff Operators owns all rights, title, and interest, including all intellectual property rights, in and to, the Staff Operators API; all elements, components, and executables of the Staff Operators API; and all elements, components, and executables of the Site Services (collectively, the “Staff Operators Materials”). The only exception to this is any information or Content which you as an Staff Operators user have licensed to Staff Operators under the Staff Operators Terms of Service. Except for the express licenses granted in the API Terms, Staff Operators does not grant you any right, title, or interest in the Staff Operators Materials. Developer agrees to take such actions as Staff Operators may reasonably request to perfect Staff Operators’s rights to the Staff Operators Materials.
Developer Property. Except to the extent the Developer Application contains Staff Operators Materials, Staff Operators claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant Staff Operators a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to Staff Operators users; (2) link to and direct Staff Operators users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to Staff Operators related to Staff Operators products, services or technology (“Feedback”). To the extent Developer provides Feedback to Staff Operators, Developer grants Staff Operators the right to use such Feedback without any right to compensation from Staff Operators.

13. Independent Development by Staff Operators.

Developer understands and acknowledges that Staff Operators may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing Staff Operators from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.

14. Confidential Information.

Developer agrees that the content of the Staff Operators API, and any Staff Operators Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of Staff Operators and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any Staff Operators Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.

15. Effect.

The provisions of the API Terms will control over any inconsistent provisions of the Staff Operators Terms of Service, and the Staff Operators Terms of Service, as modified and supplemented by the API Terms, will remain in full force and effect. Any “shrink wrap” or “click wrap” license agreement or any other terms and conditions associated with Developer’s Application is null and void, is not applicable hereunder, and is expressly excluded.

16. Fees.

Staff Operators currently provides the Staff Operators API without charge. However, Staff Operators reserves the right, at Staff Operators’s sole discretion, to charge fees for future use of or access to the Staff Operators API. Developer may not charge any fee to Staff Operators users for the Developer’s Application without the express written permission or agreement of Staff Operators.

17. Term and Termination.

Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.

Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the Staff Operators API and returning all Staff Operators Content, including Staff Operators User Data.
Suspension and Termination. Staff Operators may suspend or terminate Developer’s use of the Staff Operators API at any time if we believe you have violated the API Terms or Staff Operators Terms of Service, or if we believe the availability of the Staff Operators API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the Staff Operators API or Site Services must be deleted.
Effect of Termination. Upon termination of these Terms:
- all rights and licenses granted to Developer will terminate immediately;
- Developer will promptly and securely destroy Staff Operators Content in your possession or control;
- neither party is liable to the other party solely because the API Terms have been terminated;
- unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all Staff Operators Content and Staff Operators User Data or other data which you stored pursuant to your use of the Staff Operators API. Staff Operators may require that you certify in writing your compliance with this section; and
- Staff Operators will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (Staff Operators has no other obligation to delete copies of, references to, or links to the Developer Application).

18. Warranties and Liabilities.

Disclaimer of Warranties. Staff Operators PROVIDES THE Staff Operators API, Staff Operators CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Staff Operators DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. Staff Operators DOES NOT GUARANTEE THAT THE Staff Operators API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE Staff Operators API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. Staff Operators DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, Staff Operators DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE Staff Operators API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
Limitations of Liability. Staff Operators AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE Staff Operators API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT Staff Operators MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
Indemnification. You will defend, hold harmless, and indemnify Staff Operators (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.

19. General.

Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without Staff Operators’s prior written consent. Staff Operators may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the California state courts of Santa Clara County (or, if there is federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon Staff Operators unless in a written instrument signed by a duly authorized representative of Staff Operators.

'Staff Operators Team' Software License Agreement

Effective July 28th 2025

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IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and Staff Operators and its affiliates (“Staff Operators”, “we”, or “us”). This EULA governs your use of the Staff Operators software and any third party software that may be distributed therewith (collectively the “Software”). Staff Operators agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreements with us concerning your use of the Staff Operators.com website (the “Site”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the Staff Operators Terms of Service (the “Terms of Service”). Please also see the Staff Operators Privacy Policy (the “Privacy Policy”) at https://www.Staff Operators.com/legal/privacy-policy/. Capitalized terms not defined in this EULA are defined in the Terms of Service.

1. CONDITIONAL LICENSE.

1.1. License Grant:

Subject to your compliance with the terms and conditions of this EULA, Staff Operators grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.

1.2. Restrictions on Use:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of Staff Operators. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.

1.3. Intellectual Property Rights:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to Staff Operators or its licensors or third party providers. You acknowledge that Staff Operators or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by Staff Operators, its licensors or third party providers. “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 other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

2. DISCLAIMER OF WARRANTIES.

2.1. “As Is”; No Warranty:

THE SOFTWARE IS PROVIDED BY Staff Operators AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. Staff Operators EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. Staff Operators DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

2.2. Privacy Disclaimer:

TO THE FULLEST EXTENT PERMITTED BY LAW, Staff Operators DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

2.3. Jurisdictional Limitations:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

2.4. Survival of Disclaimer:

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

3. LIMITATION OF LIABILITY

3.1. Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL Staff Operators, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF Staff Operators HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3.2. Damages Cap:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, Staff Operators’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY Staff Operators.

4. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Staff Operators and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. Staff Operators reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

5. PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to Staff Operators. These Screenshots may be displayed in the Staff Operators work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to Staff Operators, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to Staff Operators, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that Staff Operators is not liable to you for security breaches resulting from your use of the Software or otherwise.

6. NO NOTICE OF UPDATES.

Staff Operators reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. Staff Operators also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

7. EXPORT CONTROLS.

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

8. TERM AND TERMINATION:

8.1. Termination:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by Staff Operators or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from Staff Operators if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to Staff Operators that all copies have been destroyed.

8.2. Survival of Termination:

Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit Staff Operators’s other rights it may have by law.

9. MISCELLANEOUS PROVISIONS.

9.1. Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

9.2. Audit.

You agree that, on Staff Operators’s request, you will certify in writing your compliance with the terms of this EULA.

9.3. Assignment.

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of Staff Operators, at our sole discretion. Notwithstanding the foregoing, Staff Operators may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

9.4. Entire Agreement.

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Staff Operators Payroll Agreement

Effective July 28th 2025

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If a Client signs up to use Staff Operators Payroll, this Staff Operators Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.

This Agreement is a binding legal agreement by and between Client (“Client” and “you”) and Staff Operators (“Staff Operators” or “we”) and supersedes and replaces all prior agreements between Client and Staff Operators concerning Staff Operators Payroll.

1. Staff Operators PAYROLL STAFFING PROVIDER

When a Client uses Staff Operators Payroll, which is described on the Site here (“Staff Operators Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.

Your ability to use Staff Operators Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Staff Operators Payroll may be rejected for any lawful reason.

2. INTERNATIONAL PAYROLL SERVICES

Staff Operators Payroll is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting Staff Operatorspayroll@Staff Operators.com.

3. HIRING PROCESS

As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Staff Operators Payroll. No work can begin until the engagement is active on the Staff Operators Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.

4. HIRING DECISIONS; LIMITATIONS ON HIRING

Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Staff Operators does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Staff Operators is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Staff Operators. Staff Operators is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Staff Operators.

The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.

5. DISCLAIMER OF LIABILITY FOR Staff Operators

Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Staff Operators provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Staff Operators expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Staff Operators and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.

6. Staff Operators PAYROLL SERVICES

The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.

7. WORK ENVIRONMENT

Client acknowledges and agrees that neither Staff Operators nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.

8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.

If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.

Client will inform Staffing Provider through Staff Operators (at Staff Operatorspayroll@Staff Operators.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.

If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.

Client acknowledges and agrees that Payroll Employees are not employees of Staff Operators and that Staff Operators does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Staff Operators does not have the power or ability to require a Freelancer to start or stop work; (b) Staff Operators does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Staff Operators merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Staff Operators is not an employer or joint employer of the Freelancer.

9. COMPLIANCE WITH LEGAL REQUIREMENTS

With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.

Client will immediately inform Staffing Provider through Staff Operators (at Staff Operatorspayroll@Staff Operators.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.

All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.

10. PAYING PAYROLL EMPLOYEES

10.1 General Payment Obligations

Your payments for Staff Operators Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.

You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Staff Operators. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.

10.2 Client Bill Rate; Payroll Employee Pay Rate

The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Staff Operators fees. The Client will pay Staff Operators’s service fees for the use of the platform and the use of Staff Operators Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no Staff Operators fees paid by Freelancers for engagements using Staff Operators Payroll.

To use Staff Operators Payroll, Client acknowledges and agrees that the Pay Rate on Staff Operators must be at least the minimum wage in the location where the Payroll Employee works.

In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email Staff Operatorspayroll@Staff Operators.com.

10.3 Funding and Making Payments

Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Staff Operators or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.

11. REQUIRED NOTIFICATIONS

Client can provide notices required under this Agreement to Staff Operatorspayroll@Staff Operators.com.

Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.

Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.

Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to Staff Operatorspayroll@Staff Operators.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.

Client also will provide Staff Operators notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).

12. INDEMNIFICATION

In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Staff Operators and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Staff Operators and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Staff Operators or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Staff Operators or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Staff Operators.

13. CHANGE OF STAFFING PROVIDER

Staff Operators may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Staff Operators Payroll.

14. TERMINATION OF Staff Operators PAYROLL

Without limiting Staff Operators’s ability to terminate services provided to Client under other Terms of Service, Staff Operators may terminate Staff Operators Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Staff Operators Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.

Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.

Upon the Termination Date, Staff Operators will immediately be released from such obligations as are permitted by law, but Staff Operators and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.

15. GENERAL PROVISIONS

15.1 Governing Law

This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Staff Operators must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

15.2 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

15.3 No Assignment

This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.5 Execution and Delivery; Binding Effect

The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

16. CONTACTING US

If you have any questions, or need assistance, please contact Staff Operatorspayroll@Staff Operators.com.

Staff Operators Digital Accessibility Statement

Effective December 17th 2024

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Staff Operators is committed to providing an accessible experience to our customers and the public, regardless of background, nationality, race, ethnicity, gender, gender identity, sexual orientation, disability status, veteran status, or other similarly protected characteristics. This Staff Operators Digital Accessibility Statement concerns our commitment to providing access to persons with disabilities. Please also see our Nondiscrimination Statement.

Please contact our Accessibility Coordinator at accessibilitycoordinator@Staff Operators.com or send a letter addressed to: Attn: Accessibility Coordinator, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA, to learn more about accessibility support services at Staff Operators.

Reasonable Accommodations

Individuals who need a reasonable accommodation to access Staff Operators’s services and information should send an email to accessibilitycoordinator@Staff Operators.com or send a letter addressed to: Attn: Accessibility Coordinator, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA to provide information about the nature of the requested accommodation. Requesters must include contact information such as an email address or telephone number at which they can be reached. Depending on the nature of the request, Staff Operators may need sufficient notice to provide a reasonable accommodation.

Online Accessibility

Staff Operators strives to provide an accessible digital experience for our users.

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

Our efforts to improve online accessibility are ongoing. In the event that a user with a disability experiences accessibility issues with our website or mobile application, please notify us by sending an email to accessibilitycoordinator@Staff Operators.com or sending a letter addressed to: Attn: Accessibility Coordinator, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA. In your communication to us, please specify the nature of the accessibility difficulty, including the web address or mobile application that may have presented an accessibility challenge.

Third-Party Websites and Elements

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

Feedback

We are always working to ensure that our products and services are accessible to all users, visitors and the public, including individuals with disabilities. If you have an idea or question about accessibility support services at Staff Operators, please contact our accessibility coordinator by sending an email to accessibilitycoordinator@Staff Operators.com or sending a letter addressed to: Attn: Accessibility Coordinator, 3490 S 4400 W #70008 West Valley City, UT 84120-9998, USA.

Nondiscrimination Statement

Effective September 22nd 2020

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Staff Operators’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. Staff Operators’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 Staff Operators by any member of our community. Staff Operators does not require Users to violate local laws or take actions that may subject them to legal liability. Staff Operators 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 legalnotices@Staff Operators.com.