This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Panameer Global LLC (“Panameer,” “we”, or “us”), Payment Escrow Inc. (“Payment Escrow”), and to the extent expressly stated, Panameer International Ltd. (“Panameer International”), governing your use of Panameer’s Site and Site Services (collectively, “Services”).You understand that by using the Panameer Site or Site Services (which generally means using in any way our work marketplace panameer.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Panameer’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 Panameer 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 panameer.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).
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1. PANAMEER ACCOUNTS
How you can register for a Panameer 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 Panameer. We reserve the right to decline a registration either to join Panameer 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.
Panameer 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 Provider 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”): Service Buyer, Provider, and Recruiter (which is a special kind of Provider 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 Recruiter 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 Provider Account Type (defined below), you can add a Service Buyer 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 SERVICE BUYER ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Service Buyer (a “Service Buyer Account”). Service Buyer Account Types have a feature that allows the account owner to give permissions to other Users (“Team Members”) to act on behalf of the Service Buyer Account. Each Team Member must have their own Account to be added as a Team Member on the Service Buyer Account.
1.4.2 PROVIDER, RECRUITER, AND RECRUITER MEMBER ACCOUNT
Provider: You can register for an Account or add an Account Type to use the Services as a Provider (a “Provider Account”).
Recruiter and Recruiter Member: A specific type of Provider Account you can add is a “Recruiter Account”, which is referred to as a “Recruiter”. Recruiter Account Types have a feature that allows the Recruiter owner to give permissions to other Users (“Recruiter Member”) to act on behalf of the Recruiter.
Each Recruiter Member must have their own Account to be added as a Recruiter Member on the Recruiter Account.
You acknowledge and agree that the Recruiter Account owner is solely responsible, and assumes all liability, for: (a) the classification of your Recruiter Members as employees or independent contractors; and (b) paying your Recruiter Members in accordance with applicable law or contract for work performed on behalf of the Recruiter for Projects. You further acknowledge and agree that (i) the Recruiter may determine the Profile visibility and pricing/rate information of any of its Recruiter Members; and (ii) Recruiter Members’ Profiles may display work history that includes work done under the Recruiter Account, including after the Recruiter Member is no longer a Recruiter 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
Recruiter 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 Work Orders 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, Panameer 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 Panameer. You authorize Panameer, 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 PANAMEER
What we do and do not do when providing our Services and some of your responsibilities when using our Services.
The Panameer Site is a work marketplace where Service Buyers and Providers can identify each other and advertise, buy, and sell Provider Services online. Subject to the Terms of Service, Panameer provides the Services to Users, including hosting and maintaining the Panameer Site, facilitating the formation of Work Orders, and assisting Users in resolving disputes which may arise in connection with those Work Orders. When a User enters a Work Order, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Work Order.
2.1 RELATIONSHIP WITH PANAMEER
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 Provider Services and are not a party to any agreements you may make with other Users. You are solely responsible for your content published to Panameer and for your agreements with other Users, including vetting each other and performance under the agreements.
Panameer offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Provider Services, and make and receive payments through escrow.
Panameer neither performs nor employs individuals to perform Provider Services. You acknowledge and agree that Panameer does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Work Order and agree that: (a) Panameer is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Panameer is not responsible for the offering, performance, or procurement of Provider Services, (c) Panameer 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 Panameer and any User offering services. While Panameer may provide certain badges on Provider or Service Buyer profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Provider or Service Buyer to complete a Work Order.
You further acknowledge and agree that Users, and not Panameer, are solely responsible for (a) evaluating and determining the suitability of any Project, Service Buyer, or Provider; (b) assessing whether to enter into a Work Order with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Work Order on Panameer as well as the Work Order terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the Work Orders and for performing and monitoring performance under them. All Work Orders between Users are directly between the Users and Panameer is not a party to those Work Orders.
If you are a Recruiter or Recruiter Member, you expressly acknowledge and agree that, in addition to the provisions above, the Recruiter is solely responsible for paying its Recruiter Members for work performed on behalf of the Recruiter.
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
Providers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.
Provider acknowledges and agrees that Provider is solely responsible for: (a) all tax liability associated with payments received from Provider’s Service Buyers and through Panameer, and (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Provider is not covered by or eligible for any insurance from Panameer; (c) determining and fulfilling Provider’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 Panameer is required by applicable law to withhold any amount of the Provider Fees and notifying Panameer of any such requirement and indemnifying Panameer for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). Provider 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 Panameer.
In the event of an audit of Panameer, Provider agrees to promptly cooperate with Panameer and provide copies of Provider’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Provider is engaging in an independent business as represented to Panameer.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users publish and ask Panameer 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 Panameer to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Providers or Service Buyers voluntarily submit to Panameer and does not constitute an introduction, endorsement, or recommendation by Panameer. You agree that Panameer 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 Panameer 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 Panameer on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Panameer is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Panameer of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Panameer may rely on the accuracy of such information if you do not. Panameer 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. Panameer 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. Panameer reserves the right (but is under no obligation) to remove posted feedback or information that Panameer 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 Panameer.
2.4 USER CONTENT AND AI TOOLS
Opted-in users grant Panameer a limited license to use User
Content including Work Product that they exchange through the platform to train artificial intelligence (AI) tools to improve the user’s experience. Panameer may also use User Content in other AI-related ways as outlined in Panameer’s Privacy Policy.
We may use your User Content, including the job posts, proposals, communications, work product, and reviews that you post on Panameer, to train generative AI models and tools on your preferences and work to improve your platform experience.
Unless you opt-out on the Site, you agree to grant Panameer an irrevocable, perpetual, non-exclusive, royalty-free, and worldwide license to use all User Content that you send or receive through the Panameer platform, including Work Product that you own or come to own under a Work Order, to improve AI models exclusively provided to personalize your Panameer experience, for any other AI-related uses consistent with preferences you set or control, or as otherwise outlined in Panameer’s Privacy Policy. This AI-related license only applies to User Content that you send or receive on Panameer while opted into Panameer’s AI user personalization training program or as laid out in the Privacy Policy.
If you incorporate any third-party material into, or provide third-party material for use in, any User Content, including Work Product, you acknowledge and agree that it is your responsibility to ensure that you have all rights necessary to grant Panameer the limited license described above or have obtained permission from the rightsholder(s) to grant such a license. As set forth in Section 12, you also agree to indemnify, defend, and hold harmless Panameer, Panameer Escrow, any other Panameer companies or Affiliates, and our respective directors, officers, employees, representatives, and agents from any claim relating to or arising out of our use of your User Content, including Work Product, pursuant to the limited license described above, including but not limited to any claim that such use violates a third party’s publicity rights, privacy rights, or Intellectual Property Rights.
Termination of this Agreement by either you or Panameer does not terminate or otherwise affect Panameer’s license with respect to User Content, including Work Product, that you exchanged through the Panameer platform prior to termination.
3. CONTRACTUAL RELATIONSHIP BETWEEN SERVICE BUYER AND PROVIDER
This section discusses the relationships you may decide to enter into with another User, including Work Orders to buy or sell Provider Services with another User.
3.1 WORK ORDERS
Users, not Panameer, 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 Service Buyer and a Provider decide to enter into a Work Order, the Work Order is a contractual relationship directly between the Service Buyer and the Provider; Panameer is not
responsible for and is not a party to any Work Order and under no circumstances will any such Work Order create an employment or any service relationship between Panameer and any User.
With respect to any Work Order, Service Buyers and Providers 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 Panameer’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.
The parties to a Work Order can, if the parties prefer, agree to the Optional Work Order Terms in whole or in part, in addition to or instead of other such agreements. The parties to a Work Order expressly agree that the Optional Work Order Terms will and do apply to their Work Order to the extent that they have not agreed to other terms or agreements that conflict with the Optional Work Order Terms. Users are solely responsible for deciding whether to use the Optional Work Order Terms, and Panameer does not assume any responsibility for any consequence of using the Optional Work Order Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all Work Orders. The Optional Work Order 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.
Bidirectional Offers and Acceptance. A Work Order may be initiated by either a Service Buyer or a Provider through the Panameer platform. A binding Work Order is formed when one party affirmatively accepts an offer or counteroffer submitted by the other party through the platform. Acceptance by either party constitutes agreement to: (a) the material terms of the Work Order as presented on the platform at the time of acceptance; (b) the applicable Escrow Instructions (Fixed-Price or Hourly, as applicable); and (c) all applicable provisions of the Terms of Service governing that Work Order type. An offer or counteroffer may be withdrawn before acceptance, subject to applicable law and platform mechanics. Once accepted, the Work Order is binding on both parties and the applicable Escrow Instructions take effect. Users are responsible for reviewing all material terms before accepting any offer or counteroffer.
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 Work Order.
For disputes arising between Service Buyers and Providers, you agree to abide by the dispute resolution process that is explained in the Escrow Instructions that apply to your particular Work Order. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Panameer will not and is not obligated to provide any further dispute resolution assistance.
If Provider or Service Buyer seeks an order from an arbitrator or court that might direct Panameer, Payment Escrow, 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 Panameer or Payment Escrow, 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 Panameer or Payment Escrow, Panameer 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 Work Order 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 Work Order, even if such Work Order is never agreed to.
4. WORKER CLASSIFICATION AND PANAMEER PAYROLL
Users determine whether a Provider is an employee or independent contractor and agree to use Panameer Payroll for employment relationships.
4.1 WORKER CLASSIFICATION
Service Buyers, not Panameer, are responsible for deciding whether to engage Providers as employees or independent contractors.
Service Buyer is solely responsible for and assumes all liability for determining whether Providers should be engaged as independent contractors or employees and engaging them accordingly. Service Buyer warrants its decisions regarding classification are correct and its manner of engaging Providers complies with applicable laws, regulations, and rules. Panameer is not responsible for worker classification as between Service Buyer and Provider, 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 Panameer and a User.
4.2 PANAMEER PAYROLL SERVICES
If Service Buyers engage Providers as employees, Service Buyers agree to enroll in Panameer Payroll.
Service Buyer agrees to enroll in Panameer Payroll if it will receive services from a Provider under terms and conditions that would give rise to an employment relationship (unless Service Buyer elects instead to pay the Conversion Fee (see Section 7)). When the Service Buyer enrolls in Panameer Payroll, Service Buyer will engage Panameer’s third-party staffing vendor (the “Staffing Provider”) through the Site. The Staffing Provider will hire Provider at the request of Service Buyer and Provider according to the terms described on the Site and otherwise agreed to by the Staffing Provider, Service Buyer and/or Provider, and subject to the Panameer Payroll Agreement. The employer of Provider will be the Staffing Provider and not Panameer.
Provider acknowledges and agrees that Panameer will have no control over and is not responsible for the terms and conditions of any employment relationship that may arise between Provider and Staffing
Provider or Service Buyer, including the selection process, pay rate, work hours, employment dates, or working conditions.
5. PANAMEER FEES
Users agree to pay Panameer certain fees in exchange for Panameer providing the Services and agree that Panameer may collect certain taxes.
5.1 FEES FOR PROVIDERS
Service Fees. Providers agree to pay Panameer 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”). Provider is responsible for paying all Service Fees.
When a Service Buyer pays a Provider for a Project or when funds related to a Project are otherwise released to a Provider as required by the applicable Escrow Instructions (see Section 6.1), Payment Escrow will credit the Provider Escrow Account for the full amount paid or released by the Service Buyer, and then subtract and disburse to Panameer the Service Fee. Provider hereby irrevocably authorizes and instructs Payment Escrow to deduct the Service Fee from the Provider Escrow Account and pay Panameer on Provider’s behalf. If Provider chooses to withdraw funds in a currency other than U.S. dollars, Payment Escrow (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 Community Credits. Providers 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 “Community Credits” as described in the Provider Membership Agreement.
Disbursement Fees. Providers will pay Panameer a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Panameer 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 SERVICE BUYER FEES
Service Buyers pay Panameer a service fee for accessing the Services, and for administration and facilitation of payments related to the Provider Fees they pay to Providers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
Service Buyers 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
Panameer Fees are exclusive of taxes. Panameer 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 Panameer 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 Panameer under the Terms of Service.
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Panameer does not introduce Service Buyers to Providers. Panameer offers a platform that enables Providers to introduce themselves and may from time to time highlight Projects or Providers that may be of interest. Therefore, Panameer does not charge a fee when a Provider finds a suitable Service Buyer or finds a Project. In addition, Panameer 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 Panameer’s Escrow Services work and discusses your agreement to pay Provider Service Fees on Work Orders, what happens if a Service Buyer doesn’t pay, and related topics.
6.1 ESCROW SERVICES
Payment Escrow provides escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to Panameer (“Escrow Services”). Payment Escrow 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 Provider or back to the Service Buyer for a Work Order.
Payment Escrow 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 Payment Escrow acts merely as an Internet escrow agent. Payment Escrow has fully delivered the Escrow Services to you if Payment Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Payment Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. Panameer 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 Payment Escrow will follow, the Fixed-Price Escrow Instructions.
Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation or if the Service Buyer makes bonus or expense payments, then the Users agree that they will be bound by, and Payment Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
Any Hire Work Orders. If Users enter into an Any Hire Work Order, then the Users agree that they will be bound by, and Payment Escrow will follow, the Any Hire Escrow Instructions.
Service Buyer Initiated Direct Work Orders. If Users enter into a Service Buyer Initiated Direct Work Order, then Users agree they will be bound by, and Payment Escrow will follow, the Service Buyer Initiated Direct Work Orders Escrow
Instructions. Dispute assistance and payment protection are not offered for Service Buyer Initiated Direct Work Orders.
Panameer Payroll Engagements. If Users use Panameer Payroll (see Section 4) for a particular Project, then the Staffing Employee is paid directly by the Staffing Provider. A Service Buyer will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Service Buyer 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
Payment Escrow will create and maintain an account to hold funds for you—called an Escrow Account—based on your needs. You authorize Payment Escrow to be your escrow agent, which means to hold your funds and to follow your instructions on the funds held in your Escrow Account.
Payment Escrow 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, Payment Escrow will establish and maintain one of two different types of Escrow Accounts: (A) Service Buyer Escrow Account. After entering into a Work Order (hourly or fixed price), the first time a Service Buyer makes a payment for a Project, Payment Escrow will establish and maintain a “Service Buyer Escrow Account” to hold funds for the Service Buyer to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Panameer.
(B) Provider Escrow Account. After entering into a Work Order (hourly or fixed price), the first time a Provider uses the Site to receive payment for a Project, Payment Escrow will establish and maintain a “Provider Escrow Account” for Provider to receive payments for Projects, withdraw payments, make payments to Panameer and issue refunds to Service Buyers.
You hereby authorize and instruct Payment Escrow 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. Service Buyer and Provider may access current information regarding the status of an Escrow Account on the Site.
6.1.3 PROVIDER APPOINTMENT OF PAYMENT ESCROW AND SUBSIDIARIES AS AGENT
Providers authorize Payment Escrow to act for them to collect and hold payments from Service Buyers.
If you are a Provider and you request payment related to an Hourly Work Order or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Payment Escrow as your agent to obtain funds on your behalf and credit them to your Provider Escrow Account as you agree in the applicable Escrow Instructions. Because Payment Escrow is Provider’s agent, Provider must, and hereby does, fully discharge and credit Provider’s Service Buyer for all payments and releases of funds that Payment Escrow receives on Provider’s behalf from or on behalf of such Service Buyer.
6.1.4 TITLE TO FUNDS
Panameer, Payment Escrow, and our Affiliates are not banks. We will safeguard your money and not voluntarily make your money available to our creditors.
Panameer, Payment Escrow, and our Affiliates are not banks. Payment Escrow 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. Payment Escrow 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. Payment Escrow 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 Panameer and each of our Affiliates. Payment Escrow 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), Payment Escrow 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 Work Order and to any other agreement between Service Buyer and Provider 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 Panameer Global LLC. 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 interestbearing escrow account until the end of the current calendar month.
Panameer, Payment Escrow, 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 Service Buyer and Provider, 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 Service Buyer or Provider 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 Service Buyer and Provider 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 Service Buyer and a Provider 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 Service Buyer and Provider 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 Payment Escrow may be merged or converted or with which Payment Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Payment Escrow may be transferred will succeed to all the rights and obligations of Payment Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions to the extent permitted by applicable law.
6.2 SERVICE BUYER PAYMENTS ON WORK ORDERS
This section describes when and how Service Buyer payments are made on their Work Orders with Providers.
Hourly Work Orders. Provider will invoice Service Buyer for Provider Fees on a weekly basis through Panameer, and Service Buyer will pay invoices consistent with the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions. When Service Buyer approves an Hourly Invoice for an Hourly Work Order, including an Hourly Work Order initiated through Direct Work Orders, Service Buyer automatically and irrevocably authorizes and instructs Panameer or its affiliates Payment Escrow or Panameer International to charge Service Buyer’s Payment Method for the Provider Fees.
Fixed-Price Work Orders. Service Buyer becomes obligated to pay applicable amounts into the Escrow Account immediately upon sending a Fixed-Price Work Order 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 Work Order via Direct Work Orders. When Service Buyer authorizes the payment of the Provider Fees for a Fixed-Price Work Order under the Fixed Price Work Order Escrow Instructions, Service Buyer automatically and
irrevocably authorizes and instructs Panameer or its affiliates Payment Escrow or Panameer International to charge Service Buyer’s Payment Method for the Provider Fees.
Service Buyer acknowledges and agrees that for both Hourly Work Orders and Fixed-Price Work Orders, failure by Service Buyer 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.
6.2.1 BULK PAYMENT ACTIONS
Definition. "Bulk Payment Action" means any of the following actions initiated by a Service Buyer with respect to two or more FixedPrice Milestones in a single transaction session: (a) Bulk Funding: Service Buyer funds two or more Milestones simultaneously; (b) Bulk Milestone Release: Service Buyer releases payment for two or more Milestones simultaneously; (c) Bulk Bonus Payment: Service Buyer adds bonus payments to two or more Milestones simultaneously; or (d) Unified Checkout: Service Buyer funds and/or releases two or more Milestones in a single checkout flow.
Independent Transactions. Each action within a Bulk Payment Action constitutes a separate, independent transaction and escrow instruction. Notwithstanding that multiple transactions are initiated in a single session, Service Buyer acknowledges and agrees that: (i) each transaction is assigned a unique Transaction Identifier; (ii) each transaction is independently recorded in Service Buyer's and Provider's transaction history; (iii) each transaction is subject to its own applicable Service Fees; and (iv) each transaction is independently subject to the Release Conditions and Dispute Assistance provisions in the applicable FixedPrice Escrow Instructions.
Bonus Payments. Bonus payments initiated as part of a Bulk Payment Action are separate transactions from Milestone releases. Each bonus is non-refundable once processed and is not eligible for Dispute Assistance. Service Buyer authorizes each bonus payment individually. Bonus payments are characterized as bonuses for all applicable purposes, including tax reporting.
Service Buyer Authorization. By confirming a Bulk Payment Action, Service Buyer authorizes each individual transaction comprising that action as a separate, irrevocable instruction to Payment Escrow. Service Buyer is responsible for reviewing and confirming all individual transactions before submitting a Bulk Payment Action.
6.3 DISBURSEMENTS TO PROVIDERS ON WORK ORDERS
This section describes when Providers receive their funds that we were holding for the Providers in escrow.
Payment Escrow disburses funds that are available in the applicable Provider Escrow Account and payable to a Provider as described in the relevant Escrow Instructions. A Provider 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, Panameer will automatically disburse available funds no more than ninety (90) days after the Provider Fees are released to the Provider 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 Providers within the United States, or (b) $1,000 for Providers outside the United States. Except as provided in the following paragraph, when the funds in the Provider 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) Provider’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 Provider Escrow Account.
If a Provider that is located outside of the United States is not able to withdraw funds due to economic sanctions applicable to Panameer or our payment partners, or due to Panameer's payment partners' refusal to service certain geographic areas, Panameer 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 Panameer's sole discretion, until the earlier of (a) the Provider is able to and does in fact withdraw the funds, or (b) Panameer is required by law to escheat the funds to an appropriate legal authority, after which the Provider can seek to recover the funds from such authority.
Hourly Work Orders. Provider Fees become available to Providers no later than following the expiration of the five-day security period and dispute period.
Fixed-Price Work Orders. Provider Fees become available to Providers no later than following the expiration of the five-day security period. The security period begins after Service Buyer accepts work submitted by Provider and approves payment.
Except as expressly provided in the Terms of Service or the Escrow Instructions and as prohibited by applicable law, Payment Escrow may refuse to process, may hold the disbursement of the Provider 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 Provider’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Provider 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 Provider Fees is no longer necessary, Payment Escrow 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 Service Buyer despite our provision of the Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Payment Escrow (and Payment Escrow 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 Panameer can take if a Service Buyer does not pay fees on time.
Panameer is not responsible for a Service Buyer’s non-payment of fees.
If Service Buyer is in “default”, meaning the Service Buyer fails to pay the Provider 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 Panameer), Panameer 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, Service Buyer will be deemed to be in default on the earliest occurrence of any of the following: (a) Service Buyer fails to pay the Provider Fees when due; (b) Service Buyer 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) Service Buyer fails to pay an invoice issued to the Service Buyer by Panameer within the time period agreed or, if no period is agreed, within 30 days; (d) Service Buyer initiates a chargeback with a bank or other financial institution resulting in a charge made by Panameer for Provider Fees or such other amount due being reversed to the Service Buyer; or (e) Service Buyer takes other actions or fails to take any action that results in a negative or past-due balance on the Service Buyer’s account.
If Service Buyer is in default, we may, without notice, temporarily or permanently close Service Buyer’s Account and revoke Service Buyer’s access to the Services, including Service Buyer’s authority to use the Site to process any additional payments, enter into Work Orders, or obtain any additional Provider Services from other Users through the Site. However, Service Buyer will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Service Buyer’s Account as a result of the default. Without limiting other available remedies, Service Buyer must pay Panameer 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, Panameer, Payment Escrow, Panameer International 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 Service Buyer’s Account; set off amounts due against other amounts received from Service Buyer or held by for Service Buyer by Panameer, Payment Escrow 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.
Panameer does not guarantee that Service Buyer is able to pay or will pay Provider Fees, and Panameer is not liable for and may reverse Provider Fees if Service Buyer is in default or initiates a chargeback of funds with their financial institution. Provider may use the dispute process as described in the applicable Escrow Instructions in order to recover funds from Service Buyer in the event of a default or may pursue such other remedies against Service Buyer as Provider chooses. If Panameer recovers funds from a Service Buyer who initiated a chargeback or who is in default pursuant to this Section 6.4, Panameer will disburse any portion attributable to Provider Fees to the applicable Provider to the extent not already paid by Service Buyer or credited by Panameer through any Payment Protection program.
6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Service Buyers agree that, once Panameer charges their Payment Methods, the charge cannot be refunded except on a condition agreed in the Escrow Instructions. Service Buyers agree not to initiate any chargebacks from their credit card companies, banks, or the like.
Service Buyer acknowledges and agrees that Panameer or its affiliates Payment Escrow or Panameer International may charge or debit Service Buyer’s designated Payment Method for the Provider Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement. Once Panameer or its affiliates Payment Escrow or Panameer International charges or debits the Service Buyer’s designated Payment Method for the Provider Fees, the charge or debit is non-refundable, except as provided in the applicable Escrow Instructions or as otherwise required by applicable law. Service Buyer also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Service Buyer to resolve disputes. To the extent permitted by applicable law, Service Buyer therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Provider 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 Service Buyer initiates a chargeback in violation of this Agreement, Service Buyer agrees that Panameer or its affiliates Payment Escrow or Panameer International may dispute or appeal the chargeback, institute collection action against Service Buyer, close Service Buyer’s account, and take such other action it deems appropriate.
6.6 PAYMENT METHODS
Service Buyers and Providers 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 Service Buyer or Provider, you hereby authorize Panameer, Payment Escrow, and Panameer International, as applicable, to run credit card authorizations on all credit cards provided by Service Buyer or Provider, to store credit card and banking or other financial details as Service Buyer or Provider's method of payment consistent with our Privacy Policy, and to charge Service Buyer or Provider’s credit card (or any other Payment Method) for the Provider 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 Panameer; 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 Service Buyer or Provider’s Payment Method(s), Service Buyer or Provider is solely responsible for paying such amounts by other means.
Panameer is not liable to any User if Panameer 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. Panameer 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 Panameer, Payment Escrow, Panameer International, 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 Panameer, its affiliates Payment Escrow or Panameer International, 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, Payment Escrow 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. Panameer, Payment Escrow, Panameer International, 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 Service Buyer or Provider on the Site, unless you pay a Conversion Fee or are communicating with your Service Buyer or making or receiving payment through a site or platform owned and operated by an affiliate of Panameer. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.
7.1 MAKING PAYMENTS THROUGH PANAMEER
You agree to exclusively use Panameer (or sites or platforms owned and operated by affiliates of Panameer) to make payments for work that arises out of a relationship you made through Panameer for two
years from the date you first established the relationship.
You acknowledge and agree that a substantial portion of the compensation Panameer 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 “Panameer Relationship”). Panameer only receives the Service Fee when a Service Buyer and a Provider pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of a Panameer 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 NonCircumvention 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 Panameer, 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 Panameer 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 Panameer 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 Work Order, you agree to communicate with other Users exclusively through Panameer.
The provisions of this Section 7.2 apply to any interaction between Users where the Service Buyer has a Basic or Business Plus membership plan, and do not apply to any interaction between Users where the Service Buyer is an Enterprise Service Buyer. For purposes of the Terms of Service, “Enterprise Service Buyer” means a Service Buyer, including
an Enterprise Service Buyer or a Panameer Business Service Buyer, 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 Work Order. You agree that prior to entering into a Work Order, you (a) will use Panameer 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 Panameer; (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 Panameer Relationship only if the Service Buyer or Provider pays Panameer a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Panameer Relationship, unless Service Buyer and Provider have had a Panameer Relationship for at least two (2) years.
The Conversion Fee may be calculated differently for Panameer Relationships when the Service Buyer is an Enterprise Service Buyer if the Enterprise Service Buyer contract with Panameer 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 Panameer 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 Panameer’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 Provider on any Work Order with the Service Buyer, if any; or (b) if there is no hourly rate on a Work Order, the hourly rate in the Provider’s profile when the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to a Service Buyer service fee. If Service Buyer and Provider have had a Panameer Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes. The Conversion Fee is not refundable.
Panameer will apply a discount on the Conversion Fee that is equal to the total amount of the Service Buyer service fees that Service Buyer has paid to Panameer in the preceding twelve (12) months on each marketplace Work Order between the Service Buyer and the Provider. 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 Panameer 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.
Panameer 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, Panameer 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.
Panameer 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 Panameer, 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 Panameer, our affiliates, our licensors, and our thirdparty 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 Panameer with respect to Work Orders on which User was involved as Service Buyer or Provider during the sixmonth 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 Panameer 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 Panameer is not a party to any Work Order between Users, you hereby release Panameer, Payment Escrow, 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 Provider Services provided to Service Buyer by a Provider 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 Panameer 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 Panameer, Payment Escrow, 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 Work Order entered into by you or your agents, including, but not limited to, the classification of a Provider 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 Panameer can end this Agreement, and what happens if either of us ends the Agreement.
13.1 TERMINATION
You and Panameer both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.
Unless both you and Panameer 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@panameer.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 Panameer is not a party to any Work Order 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 Work Order 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 Panameer to close any open Work Orders; (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) Panameer 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 Work Orders, whichever is later, to Panameer for any Services or such other amounts owed under the Terms of Service and to any Providers for any Provider Services.
Without limiting Panameer’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 Panameer’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 Work Orders with you. You therefore agree that: if Panameer decides to temporarily or permanently close your account, Panameer has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Work Orders 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 Panameer 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 Panameer expressly disclaims liability. Panameer 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 Panameer 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 PANAMEER, ARBITRATION AGREEMENT, CLASS ACTION WAIVER
Section 14 discusses your agreement with Panameer 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 Panameer 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, Panameer, 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 Panameer (including without limitation any claimed employment with Panameer or one of our Affiliates or successors), the termination of your relationship with Panameer, 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 Provider located within the United States will be governed by the law of the state in which such Provider 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 Panameer agree to first notify each other of the Claim. You agree to notify Panameer of the Claim by email to legalnotices@panameer.com, and Panameer 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 Panameer, 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 Panameer 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 Panameer may request an individualized discussion, by telephone or videoconference, regarding resolution of the dispute (“Informal Settlement Discussion”). If either you or Panameer request an Informal Settlement Discussion, you and a representative of Panameer 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 Panameer may then commence an arbitration in accordance with this Arbitration Agreement. To facilitate good-faith efforts to resolve any dispute, you and Panameer both agree not to disclose the amount of any settlement offer made by Panameer or by you during the Informal Settlement Discussion in any subsequent arbitration. You and Panameer 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, Panameer, 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 Panameer 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 Provider that alleges employment or worker classification disputes will be conducted in the state and within 25 miles of where Provider is located in accordance with the JAMS Employment Arbitration Rules and
Procedures then in effect. Notwithstanding the foregoing, you and Panameer 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 Panameer 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 Panameer 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 Panameer 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 Panameer 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 Panameer 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, Panameer and Mass Claimants’ counsel shall participate in a single mediation of all remaining non-bellwether cases, before a mutually-agreed mediator. Panameer 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 Panameer 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 Panameer 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 Panameer’s defenses.
The Bellwether Process and Tolling Agreement may be modified in whole or in part by mutual, written agreement of you and Panameer. 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 Panameer 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 Panameer 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, Panameer, 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 Panameer 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. Panameer 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 Panameer 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 Panameer 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, Panameer 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 Panameer 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 Panameer 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@panameer.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 Panameer constitutes mutual acceptance of the terms of this Arbitration Agreement by you and Panameer. 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 Panameer, 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 Panameer (“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, Panameer 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.
Panameer 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 Panameer, Panameer 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 Panameer unless they are agreed in a written instrument signed by a duly authorized representative of Panameer or posted on the Site by Panameer. 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 Panameer Attn: Legal, 3490 S 4400 W #70008 West Valley City, UT 84120-9998 or via email to legalnotices@panameer.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 Panameer 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 Service Buyers.
No other assignments are valid without Panameer’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
Panameer 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
Panameer 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 Panameer 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.
“Service Buyer” means any authorized User of the Site or Site Services, including Direct Work Order Services, to seek or obtain Provider Services, including from another User.
“Service Buyer Initiated Direct Work Order” means a Work Order entered into on Panameer between a Service Buyer on Panameer and an eligible provider. An eligible provider is one who was not already or previously registered on Panameer when the Service Buyer sent the Service Buyer Initiated Direct Work Order to the provider. The eligible provider must register for a Panameer Account and accept the Work Order from the Service Buyer. Dispute assistance and payment protection are not offered for Service Buyer Initiated Direct Work Orders.
“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 Provider or Service Buyer; (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 Service Buyer Escrow Account, Provider Escrow Account, or Fixed-Price Escrow Account.
“Escrow Instructions” means the Escrow Instructions agreement that is relevant to the Work Order.
“Fixed-Price Work Order” means a Work Order for which Service Buyer is charged a fixed fee agreed between a Service Buyer and a Provider, prior to the commencement of a Work Order, for the completion of all Provider Services contracted by Service Buyer for such Work Order.
“Provider” 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 Provider Services to
Service Buyers, including Recruiter Member Accounts and Provider Accounts that are part of Recruiter Accounts.
“Provider Fees” means: (a) for an Hourly Work Order, the amount reflected in the Hourly Invoice (the number of hours invoiced by Provider, multiplied by the hourly rate charged by Provider); (b) for a Fixed-Price Work Order, the fixed fee agreed between a Service Buyer and a Provider; and (c) any bonuses or other payments made by a Service Buyer to a Provider.
“Provider Initiated Direct Work Order” means a Work Order entered into on Panameer between a Provider on Panameer and an eligible Service Buyer of the Provider’s. Eligible Service Buyers are those who were not already or previously registered on Panameer when the initial Work Order was sent. The eligible Service Buyer must register for a Panameer Account and accept the Work Order from the Provider. Users with a Direct Work Order enter into the applicable marketplace Work Order Escrow Instructions, depending on whether the Work Order entered is an hourly or a fixed-price Work Order.
“Provider Services” means all services performed for or delivered to Service Buyers by Providers.
“Hourly Work Order” means a Work Order for which Service Buyer is charged based on the hourly rate charged by Provider.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Provider for Provider Services performed for a Service Buyer.
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 Panameer, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Panameer may accept from time to time in our sole discretion.
“Project” means an engagement for Provider Services that a Provider provides to a Service Buyer under a Work Order on the Site.
“Staffing Employee” means a Provider enrolled in Panameer Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Provider Services to one or more Service Buyer(s).
“Work Order” means, as applicable, (a) the contractual provisions between a marketplace or Direct Work Order Service Buyer and a Provider governing the Provider Services to be performed by a Provider for Service Buyer for a Project; (b) an Any Hire Work Order as defined in the Panameer Any Hire Terms; or (c) if you use Panameer Payroll, the contractual provisions between Provider and the Staffing Provider for the provision of services to Service Buyer, if any.
“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.
“Panameer App” means the online platform accessed using Panameer’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 Panameer, 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 Provider agrees to create for, or actually delivers to, Service Buyer as a result of performing the Provider Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.