If a Service Buyer and a Provider (defined below) enter into a Fixed-Price Work Order on the Panameer site, these Fixed Price Service Work Order Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed-Price Escrow Accounts. If you have a Fixed-Price Work Order 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 Work Order is entered into apply to that Work Order. 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 “Provider” means a User with a Provider and/or Recruiter account.
Escrow services are provided by Payment Escrow Inc. (“Payment Escrow”) 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 Work Order, Service Buyer and Provider are deemed to have executed these Escrow Instructions electronically, effective on the date Provider 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 Service Buyer and Provider 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 Work Order.
Service Buyer and Provider agree that any written communications required herein may be provided electronically, including by email or support ticket, if applicable. Any communication sent to Panameer via U.S. mail or similar service will be deemed timely if received by Panameer by the applicable deadline.
2. ACCEPTANCE OF ESCROW INSTRUCTIONS
Once a Service Buyer and Provider have agreed to a Service Work Order, and the Service Buyer and Provider have selected “Agree” on the send offer, accept offer, or pages relating to the Service Work Order to accept the Terms of Service (including these Escrow Instructions), these Escrow Instructions constitute a binding agreement between Service Buyer, Provider, and Payment Escrow (collectively, the “Parties”). Service Buyer and Provider must execute (by digital signature or by a method mutually agreed upon by both parties), and Payment Escrow must agree to, any supplemental instruction or addition, deletion or alteration thereto in writing (collectively the “Supplemental Escrow Instruction”). Payment Escrow reserves the right to reject any Supplemental Escrow Instruction.
3. DEPOSIT OF FUNDS INTO ESCROW
By sending a Work Order offer to Provider or accepting a Work Order offer from Provider, Service Buyer 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 Work Order. Additional Milestones may be funded on the same Work Order by Service Buyer by selecting the button to add an additional Milestone or to activate the next Milestone on the Site. Project funds deposited by Service Buyer remain in the Service Buyer Escrow Account until they are released to the Provider Escrow Account or released to Service Buyer Escrow Account. Payment Escrow will release project funds held in escrow pursuant to Section 4 of these Escrow Instructions (Release and Delivery of Amounts in Escrow).
3.1 BULK MILESTONE FUNDING
Service Buyer may fund multiple Milestones in a single transaction session ("Bulk Funding"). Each Milestone funded through a Bulk Funding action constitutes an independent Escrow deposit and will be assigned a unique Escrow Transaction Identifier. Bulk Funding does not constitute a Release Instruction. Each funded Milestone remains subject to the Release Conditions set forth in Section 4 and may only be released pursuant to an explicit Release Instruction by Service Buyer.
4. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Service Buyer and Provider irrevocably authorize and instruct Payment Escrow to release applicable portions of project funds held in the Fixed-Price Escrow Account (each portion, a “Release”) to the Provider Escrow Account or Service Buyer 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 Provider’s or Service Buyer’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 PROVIDER
Provider and Service Buyer authorize and instruct Payment Escrow to immediately release project funds to the Provider 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: 1. Service Buyer affirmatively selects the option to release project funds for a Milestone or Service Work Order to Provider.
2. Service Buyer does not take any action for 14 calendar days from the date of Provider’s Release request, in which case Provider and Service Buyer agree that Payment Escrow is authorized and instructed to immediately release to Provider the amount associated with the applicable Milestone in connection with such Release request.
3. Service Buyer and Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Service Buyer and Provider to Payment Escrow at legalnotices@panameer.com requesting a Release to Provider Escrow Account, and Payment Escrow has agreed to the Supplemental Escrow Instructions.
4. Service Buyer has declined Arbitration or failed to make its Arbitration Payment (defined below) pursuant to the Dispute Assistance Program, and Provider has agreed to Arbitration and submitted its Arbitration Payment.
5. Service Buyer has failed timely to respond to a Notice of Dispute (defined below) or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Provider or to the extent the award is in favor of Provider.
7. Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Provider, in whole or in part, to the extent required by the order.
8. A condition to release funds to Provider described elsewhere in these Escrow Instructions applies.
4.1.1 BULK RELEASE INSTRUCTIONS
Where Service Buyer issues a Release Instruction for multiple Milestones simultaneously ("Bulk Release"), each such Release Instruction shall be deemed a separate, independent, and irrevocable authorization with respect to each individual Milestone.
Service Buyer acknowledges that a Bulk Release constitutes individual Release Instructions for each Milestone listed and that the Dispute Assistance rights described in Section 6 apply separately to each such Milestone. Payment Escrow shall process each Milestone Release as a distinct transaction. A new Transaction Identifier is not generated at release; Milestone Release events reference the original Escrow Transaction Identifier assigned at funding.
4.2 RELEASE OF FUNDS TO SERVICE BUYER
Provider and Service Buyer authorize and instruct Payment Escrow to immediately release project funds to the Service Buyer 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: 1. Provider cancels the Service Work Order or accepts Service Buyer’s request to cancel the Service Work Order (as described in Section 4.4), and project funds for a Milestone or the Service Work Order are held in Escrow.
2. Service Buyer and Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Service Buyer and Provider to Payment Escrow at legalnotices@panameer.com requesting a Release to the Service Buyer Escrow Account, and Payment Escrow has agreed to the Supplemental Escrow Instructions.
3. Service Buyer and Provider agree to close the Service Work Order without release of funds to the Provider Escrow Account.
4. Provider has declined Arbitration or failed to make its Arbitration Payment pursuant to the Dispute Assistance Program.
5. Provider has failed to timely respond to a request for a refund submitted through the platform, Notice of Dispute, or otherwise failed to comply with the Dispute Assistance Program, as required by the Escrow Disputes Team.
6. Service Buyer shows that Provider has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by Provider to Service Buyer.
7. Service Buyer shows that Provider has taken more than 7 days to respond to Service Buyer communications relevant to the Work Product.
8. Provider failed to deliver Work Product to Service Buyer within the timeframe agreed upon with Service Buyer and did not provide a minimum of 24 hours' advance notice to Service Buyer in the event Provider was unable to meet the deadline.
9. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program in favor of Service Buyer or to the extent the award is in favor of Service Buyer.
10. Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Service Buyer, in whole or in part, to the extent required by the order.
11. A condition to release funds to Service Buyer described elsewhere in these Escrow Instructions applies.
12. For Service Work Orders entered through Project Catalog, Service Buyer has failed to respond to a request for project requirements within 48 hours, at which point any funds in escrow will be released to Service Buyer and the Work Order will be closed.
4.3 DORMANT ENGAGEMENTS
To be fair to Service Buyers and Providers, Panameer has a procedure for Fixed-Price Work Orders that appear to be Dormant Engagements (as defined below). For purposes of determining dormant status, “activity” means a change to the Service Work Order, 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 Work Order, or actions under the Dispute Assistance Program.
A “Dormant Engagement” is a Fixed-Price Work Order 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 Work Order terms (“Dormant Date”). Dormant Engagements are subject to the following rules: 1. Panameer will notify Service Buyer when the Fixed-Price Work Order becomes Dormant.
2. If the Service Buyer does not take any action within 7 calendar days after the Dormant Date and notification, Panameer will notify Provider that the Fixed-Price Work Order is Dormant (“Provider Notice of Dormant Engagement”).
3. If Provider submits a Release request within 7 calendar days after the Provider Notice of Dormant Engagement and Service Buyer does not take any action for 14 calendar days from the date of the Release request, Provider and Service Buyer authorize and irrevocably instruct Payment Escrow to immediately release to Provider the amount related to the Milestone with the Release request.
4. If neither Provider nor Service Buyer take any action for 7 calendar days after the Provider Notice of Dormant Engagement, Provider and Service Buyer authorize and irrevocably instruct Payment Escrow to immediately release escrow funds to the Service Buyer Escrow Account.
4.4 REFUNDS AND CANCELLATIONS
Service Buyer and Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no project funds in Escrow, Service Buyer and Provider have the ability to cancel the Service Work Order by clicking to close the Service Work Order. If project funds are held in Escrow, refunds and cancellations must be initiated by Service Buyer or Provider by following the steps in this Section.
4.4.1 REFUNDS AND CANCELLATIONS BY PROVIDER
If Provider wants to cancel a Service Work Order with funds held in Escrow, Provider must select “End Work Order” on the Panameer platform. When Provider ends the Service Work Order on the Panameer platform, Provider and Service Buyer agree that Payment Escrow is authorized and irrevocably instructed to immediately release to the Service Buyer Escrow Account all funds held in Escrow on the Service Work Order at that time.
Provider may issue a refund to Service Buyer up to the amount paid on a Service Work Order in the past 180 days by selecting “Give a Refund” on the Panameer platform. Provider may not issue a refund in an amount greater than the combined amount of funds held in Provider Escrow Account, funds for transactions pending to be placed in the Provider Escrow Account, and funds for submitted Milestones. By selecting the option to give a refund, Provider agrees that Payment Escrow is authorized and irrevocably instructed to immediately release to the Service Buyer Escrow Account all Escrow funds currently held in the Provider Escrow Account and such funds as may be placed into the Provider Escrow Account once the funds are available, until the entire refund is provided to Service Buyer.
4.4.2 CANCELLATIONS BY SERVICE BUYER
If Service Buyer wants to cancel a Service Work Order with funds held in Escrow, Service Buyer must select “End Work Order” on the Panameer platform. Provider must select the option to either approve or dispute Service Buyer’s cancellation within 7 calendar days. If Provider approves the cancellation, Provider and Service Buyer agree that Payment Escrow is authorized and irrevocably instructed to immediately release to the Service Buyer Escrow Account all funds held in Escrow on the Service Work Order at that time. If Provider 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, Provider must dispute Service Buyer’s cancellation via support ticket within 7 calendar days. If Provider takes no action within 7 calendar days from the date notification of the cancellation is sent to Provider by Panameer, Provider and Service Buyer agree that Payment Escrow is authorized and irrevocably instructed to immediately release to the Service Buyer Escrow Account all funds held in Escrow on the Service Work Order at that time. If Provider disputes the cancellation, Provider and Service Buyer will be offered Panameer Dispute Assistance (as described in Section 6).
4.5 VIOLATION OF PANAMEER TERMS OF SERVICE OR LAW
Provider and Service Buyer acknowledge and agree that if, in Payment Escrow’s sole discretion, Payment Escrow believes that fraud, illegal activity, or a violation of the Terms of Service has been committed or is being committed or attempted, then Service Buyer and Provider irrevocably authorize and instruct Payment Escrow to take such actions as deemed appropriate, in Payment Escrow’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 Payment Escrow—as permitted by law but otherwise in its sole discretion—to return funds to Service Buyer’s Payment Method, continue to hold funds in Escrow, release funds to the Provider Escrow Account, or to turn funds over to third parties such as law enforcement.
5. INSTRUCTIONS IRREVOCABLE
Service Buyer and Provider are deemed to and hereby agree that the instruction to Payment Escrow and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Service Buyer’s instruction to Payment Escrow and its wholly owned subsidiaries to release payment to Provider is irrevocable. Such instruction is Service Buyer’s authorization to transfer funds to the Provider Escrow Account from the Service Buyer Escrow Account or authorization to charge Service Buyer’s Payment Method. Such instruction is also Service Buyer’s representation that Service Buyer has received, inspected, and accepted the subject work or expense. Service Buyer acknowledges and agrees that upon receipt of Service Buyer’s instruction to release payment to the Provider Escrow Account, Payment Escrow will transfer funds to the Provider Escrow Account and that Panameer, Payment Escrow, 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, Service Buyer agrees that once Payment Escrow or its subsidiaries or Affiliates have charged Service Buyer’s Payment Method, the charge is non-refundable. Service Buyer and Provider further agree that the only manner in which an instruction to Payment Escrow is revocable is if Service Buyer and Provider have jointly submitted Supplemental Escrow Instructions in writing and signed by both Service Buyer and Provider to Payment Escrow at legalnotices@panameer.com requesting that Payment Escrow take specific action with respect to the funds in its possession, and Payment Escrow has agreed to the Supplemental Escrow Instructions.
6. DISPUTE ASSISTANCE PROGRAM
If Service Buyer and Provider fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4.4, Panameer provides the dispute assistance program administered by Panameer 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 Service Buyers and providers. The Dispute Assistance Program as administered by Panameer 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 Work Orders with Enterprise Service Buyers or Panameer Business Service Buyers (defined in the Fee and ACH Authorization Agreement) are not subject to Sections 6 and 7, regarding Panameer’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 Work Order and all Milestones previously funded, approved, and released. In the event of an Escrow Dispute, funds in Escrow will remain in Escrow while the Dispute Assistance Program or Arbitration, as applicable, is being administered. The Dispute Assistance Program for an Escrow Dispute will be administered as set forth below: 1. Escrow Dispute Assistance Deadline: Escrow Disputes must be initiated before the funds in Escrow have been released in order to be eligible for the Dispute Assistance Program under
this Section. Disputes over funds that have been released from Escrow may be eligible for the Dispute Assistance Program described in Section 6.2.
2. Initiating A Dispute: Service Buyers have the option to release partial milestone payments or request an Escrow refund. In turn, Providers and Recruiters may initiate an Escrow Dispute when a Service Buyer 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 Work Orders can be found
here
3. Notice of Escrow Dispute: Once a dispute has been filed, Service Buyer 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 Service Buyer.
4. Lack of Participation: Service Buyer must respond to the Notice of Escrow Dispute within 5 calendar days. If Service Buyer does not timely respond to the Notice of Escrow Dispute, Service Buyer and Provider agree that the lack of timely response acts as an irrevocable authorization and instruction to Payment Escrow to release the funds in Escrow from Service Buyer to Provider.
5. Non-Binding Assistance: After Service Buyer 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.
6. Resolution of Escrow Dispute: If the Escrow Disputes Team is able to facilitate a resolution between Service Buyer and Provider that both Service Buyer and Provider agree to in writing, Service Buyer and Provider agree that Payment Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in a closure of the Escrow dispute ticket.
7. No Resolution: If no resolution of the Escrow dispute has been reached within 14 calendar days of the Notice of Escrow Dispute, or if the Escrow Disputes Team determines in its sole discretion that no resolution between the parties is possible through the Dispute Assistance Program, the Escrow Disputes Team will issue a “Notice of Non-Resolution” and the Escrow dispute will be referred to Arbitration, as set forth in Section 7 below.
6.2 DISPUTE OF FUNDS RELEASED
This Section applies to disputes filed by Service Buyers or Providers 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 Work Order and any Milestone previously funded, approved, and released. The Dispute Assistance Program for Dispute Mediation will be administered as set forth below:
1. Dispute Mediation Deadline: Dispute Mediation must be initiated within 30 calendar days of the date that funds in Escrow have been released to the Provider in order to be eligible for the Dispute Assistance Program under this Section 6.2. Any dispute over funds that have been released from Escrow more than 30 days prior to the date the dispute is filed is no longer eligible for submission to the Dispute Assistance Program.
2. Initiating Dispute Mediation:
a. Requesting a Refund: Service Buyers may initiate Dispute Mediation for disputes over
funds that have been released from Escrow by requesting a refund on the platform.
If the Provider rejects the request for a refund, grants a partial refund that is subsequently rejected by the Service Buyer, 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 Work Orders can be found here.
b. Contacting Support: In addition to the above method, any User may contact
Panameer Support for assistance initiating Dispute Mediation.
3. Notice of Dispute Mediation: Once a dispute has been initiated, the Panameer Dispute Mediation team (“Dispute Mediation Team”) will notify Service Buyer and Provider of the Dispute Mediation in writing and request information and supporting documentation from the parties (“Notice of Dispute Mediation”). Service Buyer and Provider must respond to the Notice of Dispute Mediation within 5 calendar days.
4. Non-Binding Assistance: Once both Service Buyer and Provider respond to the Notice of Dispute Mediation, the Dispute Mediation Team will review the documentation submitted and any information available on the Site that pertains to the dispute. The Dispute Mediation Team will facilitate communication between the parties and help assess whether mutual resolution is possible. The Dispute Mediation Team does not evaluate the quality or functionality of work and cannot render binding judgment or determination as to the parties’ respective rights to the disputed funds.
5. Resolution of Dispute Mediation: If the Dispute Mediation Team is able to facilitate a
resolution between Service Buyer and Provider, and if Service Buyer and Provider 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, Service Buyer and Provider agree that Payment Escrow is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the agreed-upon resolution. This will result in the closure of the Dispute Mediation ticket.
6. No Resolution: If no resolution of the dispute has been reached within 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 Panameer Dispute Assistance Program, Provider and Service Buyer each has the right to demand Arbitration of a Fixed-Price Work Order if the Fixed-Price Escrow associated with the Fixed-Price Work Order 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 Panameer chooses another Arbitration service. The Arbitration rules and fees are set out in Appendix A to these Escrow Instructions.
7.1 ARBITRATION INITIATION PROCEDURE
1. Notice of Arbitration Demand: Service Buyer and Provider have 7 calendar days after receiving the Notice of Non-Resolution to notify Panameer via a dispute ticket of their intent to initiate Arbitration and to submit payment. The Panameer Dispute Team will then provide a “Notice of Arbitration Demand” to both Service Buyer and Provider and provide the Dispute Parties with information on how to submit Service Buyer’s or Provider’s applicable portion of the costs of Arbitration (the “Arbitration Payment”).
2. Payment Escrow Disputes:
a. Rejection of Arbitration or non-participation by both parties: If both Dispute
Parties decline to take the matter to Arbitration or do not make the Arbitration Payment within 7 calendar days of the Notice of Non-Resolution, Service Buyer and Provider agree that Payment Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Service Buyer’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, Panameer may provide contact information on file for Service Buyer or Provider, consistent with Panameer’s Privacy Policy.
b. Rejection of Arbitration or non-participation by one party: If one party elects to
take the matter to Arbitration and has submitted the Arbitration Payment (“Participating Party”), and the other party rejects Arbitration, fails to submit the Arbitration Payment or does not respond within 7 calendar days of the Notice of Non-Resolution (“Non-Participating Party”), Provider and Service Buyer agree that Payment Escrow is authorized and irrevocably instructed to immediately release the funds in Escrow, if any, to the Participating Party. This will close the Escrow Dispute ticket. To the extent the parties wish to take legal action to enforce their contractual rights, Panameer may provide contact information on file for Service Buyer or Provider, consistent with Panameer’s Privacy Policy.
3. Panameer Dispute Mediation
1. 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 Panameer’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, Panameer may provide contact information on file of Service Buyer or Provider, consistent with Panameer’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, 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, Provider and Service Buyer 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, Panameer may provide contact information on file for Service Buyer or Provider, consistent with Panameer’s Privacy Policy.
4. Arbitration Instructions: If both parties timely submit the Arbitration Payment, or if one party elects to pay the full Arbitration fee for both parties, Panameer will instruct the parties on the process for initiating the Arbitration with the Arbitration Service Provider. After the parties have initiated the Arbitration, Panameer 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 Work Order 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 Panameer, you irrevocably authorize and instruct (i) Payment Escrow 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) Payment Escrow, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Panameer. If Payment Escrow or its Affiliates cannot collect sufficient funds to fulfill the Escrow release instructions for any reason, Payment Escrow has no obligation with respect to making the payment to Panameer 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 Service Buyer and Provider 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 Service Buyer and Provider will be deemed to have irrevocably authorized and instructed Payment Escrow to, and Payment Escrow will, release all funds in the Fixed-Price Escrow Account to the Service Buyer’s Escrow Account.
7.4 ARBITRATION AWARD
Service Buyer and Provider 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 Panameer, then Panameer and Payment Escrow have the right to treat such notice as conclusive and act in reliance thereon. If Service Buyer or Provider refuses to comply with the Arbitrator’s award, Panameer 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 Panameer to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Panameer, for checking their registered email address and for responding to notices sent by Panameer 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 Panameer 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 Panameer deems appropriate in its sole discretion.
11. ABUSE
Panameer, 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 Panameer 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 Work Orders that existed prior to termination will be subject to the Terms of Service.
12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Panameer and Affiliates merely provide a platform for Internet payment services. Panameer and Affiliates do not have any responsibility or control over the Provider Services that Service Buyer purchases. Nothing in this Agreement deems or will be interpreted to deem Panameer or any Affiliate as Service Buyer’s or Provider’s agent with respect to any Provider Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Panameer does not guarantee the performance, functionality, quality, or timeliness of Provider Services or that a Service Buyer 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 Service Buyers and Providers who choose BRIEF as their arbitrator under the FixedPrice Escrow Instructions. BRIEF is solely a third-party arbitration service provider. Panameer and its Affiliates have no direct or indirect affiliate, partnership, joint venture, ownership or control relationship with or interest in BRIEF, and therefore Panameer and its Affiliates assume no responsibility or liability for the services of BRIEF.
ARBITRATOR SELECTION
All Arbitrations by Brief are conducted by a single arbitrator. The arbitrator is selected by Brief based on jurisdiction of the matter, skillset, experience, impartiality and neutrality, amongst other factors. The arbitrator is required to render a ruling fairly, independently, impartially and without any conflict of interest. The arbitrator will provide a ruling over the matter, but cannot provide independent legal advice to any party.
RULES OF THE PROCEEDINGS
1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Work Order will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Work Order.
2. The language of the Arbitration will be English.
3. All proceedings will be “on documents,” unless the parties opt for and fund payment for the additional cost of a live hearing (see fees below). The evidence admissible will consist solely and exclusively of documents and communications between the parties and related to the Work Order, and testimony if a live hearing is conducted. The arbitrator's award will be based on the supporting, relevant, admissible documents and statements. Once arbitration is initiated, the failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.
4. Each party is given an opportunity to submit, in writing or through digital representations, the party’s testimony and supporting evidence through the BRIEF process and platform. Each party is also given an opportunity to rebut the other party’s testimony or supporting evidence. All testimony submitted to BRIEF is submitted under penalty of perjury. Failure to respond to a claim will lead to a waiver of any defenses and may result in an entry of default.
5. All properly submitted testimony and evidence will be reviewed by the arbitrator after the parties complete their submissions.
6. The Arbitration generally will conclude within 30 calendar days from the date of submission to the Arbitration Service Provider, with reasonable extensions provided only as necessary.
7. All awards will be final and non-appealable, and will be enforceable by any court of competent jurisdiction.
COMMUNICATIONS, DOCUMENTS, AND TESTIMONY
1. All communications between the parties and the arbitrator shall occur over the BRIEF
platform. The arbitrator will not engage in ex-parte communications; rather, communications by either party to the arbitrator will be shared with all parties.
2. Any and all submissions of testimony must be submitted through the BRIEF platform, which can support the following document types: .png, .jpg, .jpeg, .pdf.
3. The parties do not engage in direct discovery, including interrogatories, requests for
admissions or production, or depositions. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.
THE AWARD
BRIEF will provide Panameer 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 Service Buyer and Provider 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, Service Buyer and Provider 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.
Panameer will cover the additional initial costs of each arbitration.