Updated: November 2014.
These Terms of Service for XPlace Escrow & Payments ("Terms of Escrow") hereby incorporate by reference all terms, conditions rules, policies and guidelines on the Site, including the XPlace Terms of Service ("Terms of Service").
These Terms of Escrow are effective as of January 1, 2012. Your continued use of the Site after such time will signify your acceptance of these terms. We reserve the right to modify the provisions in these Terms of Escrow without prior notice to you, so please check back often for updates.
These Terms of Escrow govern an Escrow established by the Client and/or Expert. Client and Expert are deemed to have executed the Terms of Escrow pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.), by clicking to fund Escrow, and doing so, constitutes an acknowledgement that you are able to electronically receive, download, and print the Terms of Escrow.
By proceeding with requesting Escrow funds or funding an escrow request, you automatically agree to the Escrow terms of service effective immediately. All references to the Escrow in these Terms of Escrow will include the initial Funding and any additional Funding for a project.
Client and Expert hereby employ, authorize, and instruct XPlace Ltd. to act as Escrow Holder and Escrow Agent in connection with applicable Projects to provide for the retention, administration, and controlled release of the escrowed funds subject to and conditioned on the Terms of Escrow. You authorize XPlace Ltd. to disburse amounts released from Escrow pursuant to the Terms of Escrow in payment of Service Fees payable to XPlace pursuant to the XPlace Terms of Service or other deductions provided in these Terms of Escrow.
Throughout these Terms of Escrow, the terms "XPlace," "us," and "we" refer to XPlace Ltd. unless the context otherwise requires.
Who pays the XPlace Secure Escrow™ fees?
Receiver fee (e.g., freelancer): 0.0%
Sender fee (e.g., client): 10.0%
When Client funds a project on the Site, Client irrevocably authorizes XPlace to use the Payment Service to charge Client's Account and, as appropriate, Client's credit card, bank, XPlace wallet or PayPal in the amount of the applicable Funding plus related XPlace funding fees and commissions, and deposit any amounts collected thereby into an Escrow Account for the Project. Once XPlace has charged the payment method and related fees and commissions, such charge is non-refundable.
CLIENT AGREES NOT TO ASK ITS CREDIT CARD COMPANY OR PAYMENT METHOD OR BANK TO CHARGE BACK ANY AMOUNT TO XPLACE FOR ANY REASON.
If XPlace cannot collect such amount for any reason, XPlace has no obligation with respect to the creation or funding of the Escrow or any addition to such Escrow. Unless and until Client pays the initial Funding Request with XPlace, XPlace has no obligation with respect to the Escrow. OTHER THAN CHARGING CLIENT'S ACCOUNT AND, AS APPROPRIATE, CLIENT'S CREDIT CARD, BANK, XPLACE WALLET, OR PAYPAL, XPLACE HAS NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE ESCROW OR ANY ADDITION TO SUCH ESCROW.
Client's Payment of the Funding Request for an Escrow constitutes Client's agreement to pay the amounts that Client authorizes XPlace to charge against Client's Account and, as appropriate, Client's credit card, bank, XPlace Wallet, or PayPal. Such payments, once authorized, are final, and XPlace will release amounts in the Escrow only pursuant to the Terms of Escrow.
USE OF FUNDS IN ESCROW ACCOUNT
XPlace uses funds deposited in the Escrow Account only in accordance with the Terms of Escrow. XPlace will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a bankruptcy or for any other purpose. XPlace shall hold only legal title to, and not have any equitable interest in, the Escrow Account and any funds in it. These Terms of Escrow are supplementary to the XPlace Terms of Service, and to any other agreement between Client and Expert concerning the Project.
ESCROW ACCOUNT DEPOSIT
XPlace deposits and maintains all funds in the Escrow Account in a fully-insured bank approved to receive escrow funds under applicable laws and regulations. You agree that you will not receive interest or other earnings on the funds in the Escrow Account. XPlace may earn and retain interest on those funds, may charge or deduct fees, or may receive other compensation for banking, payment or other financial services related to the Escrow Accounts.
Client and Expert may access current information regarding the status of the Escrow on the Site.
RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
XPlace is authorized to and will release applicable portions of the Escrow Account (each portion a "Release") to Expert or Client only pursuant to one or more Release Conditions provided below. Expert and Client authorize XPlace to use the Payment Service of its choice to deliver the amount of any Release, and to withhold from either party those amounts XPlace is entitled to withhold pursuant to the Terms of Service for XPlace Billing & Payments.
As used in these Terms of Escrow, "Release Conditions" means any of the following:
- Client or Expert has approved the other party's Release request on the Site
- Client or Expert has failed to timely submit Contrary Instructions to the other party's Release request pursuant to the XPlace Dispute Resolution Policy
- Client has failed to approve or dispute payment in a timely manner for a Release request pursuant to the Terms of Service for XPlace Billing & Payments
- Expert requests a refund be issued to Client
- Client and Expert have delivered joint written instructions to XPlace authorizing a Release
- Client has failed to initiate a Dispute Resolution Request by the Automatic Release Date
- The final binding award of a duly appointed arbitrator from which appeal is not taken
- The final binding order of a court of competent jurisdiction from which appeal is not taken
- Client or Expert has failed to timely respond to an XPlace Dispute Resolution notification, Arbitration initiation notification, Mediation initiation notification, or otherwise failed to comply with the XPlace Dispute Resolution Policy
Service Fees; Payment Processing Fees
When Client funds an Escrow Payment through the Site or sends a Direct Payment or Bonus Payment to an expert, XPlace charges certain Service Fees and Payment Processing Fees as displayed on the site. XPlace may change these service and payment processing fees from time to time as it sees fit and at its sole discretion.
When an Expert receives an Escrow Payment through the Site or receives a Direct Payment or Bonus Payment from a Client, XPlace charges certain Service Fees and Payment Processing Fees as displayed on the site. XPlace may change these service and payment processing fees from time to time as it sees fit and at its sole discretion.
For any dispute arising between Client and Expert regarding an Escrow, the Client and Expert will pursue resolution of the dispute in accordance with the XPlace Dispute Resolution Policy.
Escrow During Dispute Resolution Process
During the Dispute Resolution Process, XPlace will continue to hold the Escrow funds pending a Release Condition or a full resolution of the dispute.
Financial Activity During Dispute Resolution Processes
Certain financial activities on the Site such as withdrawing funds and payments from XPlace Wallet will be limited or unavailable during the Dispute Resolution Process.
RELEASE OF ESCROW ACCOUNT
Upon any Release, the Escrow payment will terminate.
Releases are Final
Your approval of a Release of any amount in the Escrow Account constitutes your agreement to release such amounts from Escrow and, as such, is a confirmation of your satisfaction with the work provided by Expert. Any such release is final and cannot be disputed.
ESCROW AGENT DUTIES
XPlace undertakes to perform only such duties as are expressly set forth in the Terms of Escrow and no other or further duties will be implied. XPlace has no liability under and no duty to inquire as to the provisions of any agreement other than the Terms of Escrow. XPlace will be under no duty to inquire into or investigate any agreement or communication between Client and Expert, even if uploaded to the Site.
XPlace has the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to it in accordance with these Terms of Escrow, if XPlace reasonably believes that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties.
XPlace has no duty to inquire into or investigate the validity, accuracy or content of any such document. XPlace has no duty to solicit any payments or Releases which may be due to or from any Escrow Account. XPlace may execute any of its powers and perform any of its duties under the Terms of Escrow directly or through agents, mediators, arbitrators, or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. XPlace will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. If XPlace is uncertain as to its duties or rights hereunder or receives instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of the Terms of Escrow, XPlace will be entitled to refrain from taking any action and its sole obligation will be to keep safely all funds held in Escrow until it is directed otherwise in writing by Client and Expert or by a final order or judgment of an arbitrator or court of competent jurisdiction.
ESCROW AGENT RIGHTS
XPlace has the right in its sole discretion but not the obligation to institute Mediation or Arbitration in accordance with the foregoing, or to institute any other legal proceedings including depositing funds held in Escrow with a court of competent jurisdiction, to resolve any dispute between Client and Expert related to an Escrow. Any provision of these Terms of Escrow to the contrary notwithstanding, and regardless whether XPlace is identified as a party in interest in any dispute, arbitration, mediation or other legal proceeding, nothing herein will be construed to limit XPlace's legal and equitable rights, including but not limited to depositing funds held in Escrow with a court of competent jurisdiction. In case of fraud, XPlace has the right to Release funds held in Escrow to the defrauded party. Any corporation or association into which XPlace may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of XPlace may be transferred, will succeed to all the rights and obligations of XPlace as escrow agent under these Terms of Escrow without further act.
TERM AND TERMINATION OF ESCROW
The Escrow will terminate automatically upon Release of all funds in the Escrow Account. XPlace reserves the right to terminate the Escrow, for any reason, by providing Client and Expert three (3) days written notice.
Survival of Terms Following Termination
Upon termination of the Escrow, the remaining provisions of the XPlace Terms of Service will survive, including, without limitation, obligations to pay XPlace any amounts, provisions, fees, and commissions concerning dispute resolution, limitation of liability, and indemnification obligations.
MISCELLANEOUS ESCROW TERMS AND CONDITIONS
Notice of Requested Order
If Expert or Client intends to obtain an order from any arbitrator or any court, which order might direct XPlace to take, or refrain from taking any action with respect to the Escrow, that party will: (1) give XPlace at least five business days prior notice of the hearing; (2) include in any such order a provision that, as a precondition to XPlace's obligation, XPlace be paid in full for any amounts to which XPlace would otherwise be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.
No Third-Party Rights
The Terms of Escrow are intended solely for the benefit of Client, Expert, XPlace, and their respective permitted successors and assigns, and no other person or entity has or acquires any right by virtue of the Terms of Escrow unless otherwise expressly agreed to in writing by Client, Expert, and XPlace.
If an Escrow Account has been funded, has a positive balance, but has had no activity by the Client for twenty (20) consecutive days after the last action date, and a Dispute Resolution Request has not been initiated, then such balance shall be released to Expert at the end of the twenty (20) days of inactivity.
Successors and Assigns
These Terms of Escrow are binding upon and inure to the benefit of the successors and assigns of Client, Expert, and XPlace. However, XPlace has no obligation in performing the Terms of Escrow, to recognize any successor or assign of Client or Expert unless XPlace receives clear, authoritative, and conclusive written evidence of the change of such parties.