The WPgonow Terms of Service / Terms & Conditions is comprised of the agreements listed to tbe left (on mobile devices they are listed below):

User Agreement

Effective November 24, 2019

PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and WPgonow, LLC. (“WPgonow,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at wpgonow.com, app.wpgonow.com, or any part of the rest of the Site or the Site Services.

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; WordPress Expert Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; WPgonow App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, WPgonow may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. WPgonow 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, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by WPgonow, WPgonow 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 or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

  1. WPGONOW ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. WPgonow reserves the right to decline a registration to join WPgonow or to add an Account type as an Employer / Client or WordPress Expert / Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

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.

1.2 ACCOUNT ELIGIBILITY

WPgonow offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site 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 the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, that will be the account type you have for your account. If you want to create another account type, you will need to use a different email address when creating your account. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1 EMPLOYER / CLIENT ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as an Employer / Client (an “Employer / Client Account”). Any user using the Site, Site Services, including Direct Contract Services, for the purpose of searching for or using WordPress Expert Freelancer Services is an “Employer / Client” for purposes of the Terms of Service.

1.4.2 WORDPRESS EXPERT / FREELANCER OR AGENCY ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a WordPress Expert / Freelancer (a “WordPress Expert / Freelancer Account”). Another type of WordPress Expert / Freelancer Account you can add is a “WordPress Expert Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account (each, an “Agency Member”).

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

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, WPgonow may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time 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 WPgonow. You authorize WPgonow, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your 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, but is not limited to, providing official government or legal documents.

1.7 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize WPgonow to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

  1. PURPOSE OF WPGONOW

Section 2 discusses what WPgonow does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Project ./ Job / Service Contract with a WordPress Expert / Freelancer or an Employer / Client, as detailed below.

The Site is a marketplace where Employers / Clients and WordPress Experts / Freelancers can identify each other and advertise, buy, and sell WordPress Expert / Freelancer Services online. Subject to the Terms of Service, WPgonow provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Digital Online Project Workspaces, Jobs / Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Projects / Jobs / Service Contracts. When a User enters a Project / Job / Service Contract, the User uses the Site to invoice and pay any amounts owed under the Project / Job / Service Contract.

2.1 RELATIONSHIP WITH WPGONOW

WPgonow merely makes the Site and Site Services available to enable WordPress Experts / Freelancers and Employers / Clients to find and transact directly with each other. WPgonow does not introduce WordPress Experts/ Freelancers to Employers / Clients, find Projects / Jobs for WordPress Experts / Freelancers, or find WordPress Experts / Freelancers for Employers / Clients. Through the Site and Site Services, WordPress Experts / Freelancers may be notified of Employers / Clients that may be seeking the services they offer, and Employers / Clients may be notified of WordPress Experts / Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project / Job, Employer / Client or WordPress Experts / Freelancer on their own. If Users decide to enter into a Project / Job / Service Contract, the Project / Job / Service Contract is directly between the Users and WPgonow is not a party to that Project / Job / Service Contract.

You acknowledge, agree, and understand that WPgonow is not a party to the relationship or any dealings between Employer / Client and WordPress Experts / Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Projects / Jobs / Service Contracts, (d) performing WordPress Expert / Freelancer Services, or (e) paying for Projects / Jobs / Service Contracts or WordPress Experts / Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Project / Job / Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). WPgonow does not make any representations about or guarantee the truth or accuracy of any WordPress Experts / Freelancer’s or Employer / Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about WordPress Experts / Freelancers or Employers / Clients; and does not vet or otherwise perform background checks on WordPress Experts / Freelancers or Employers / Clients. You acknowledge, agree, and understand that WPgonow does not, in any way, supervise, direct, control, or evaluate WordPress Experts / Freelancers or their work and is not responsible for any Job / Project, Job / Project terms or Work Product. WPgonow makes no representations about and does not guarantee, and you agree not to hold WPgonow responsible for, the quality, safety, or legality of WordPress Experts / Freelancer Services; the qualifications, background, or identities of Users; the ability of WordPress Experts / Freelancers to deliver WordPress Experts / Freelancer Services; the ability of Employers / Clients to pay for WordPress Experts / Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of an Employer / Client or WordPress Experts / Freelancer to actually complete a transaction.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Jobs / Projects to accept; the time, place, manner, and means of providing any WordPress Experts / Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of WPgonow, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) WPgonow will not have any liability or obligations under or related to Projects / Jobs / Service Contracts and/or WordPress Experts / Freelancer Services for any acts or omissions by you or other Users; (iii) WPgonow does not, in any way, supervise, direct, or control any WordPress Experts / Freelancer or WordPress Experts / Freelancer Services; does not impose quality standards or a deadline for completion of any WordPress Experts / Freelancer Services; and does not dictate the performance, methods or process WordPress Experts / Freelancer uses to perform services; (iv) WordPress Experts / Freelancer is free to determine when and if to perform WordPress Experts / Freelancer Services, including the days worked and time periods of work, and WPgonow does not set or have any control over WordPress Experts / Freelancer’s pricing, work hours, work schedules, or work location, nor is WPgonow involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to WordPress Experts / Freelancers for a Job / Project; (v) WordPress Expert / Freelancer will be paid at such times and amounts as agreed with an Employer / Client in a given Service Contract, and WPgonow does not, in any way, provide or guarantee WordPress Expert / Freelancer a regular salary or any minimum, regular payment; (vi) WPgonow does not provide WordPress Experts / Freelancers with training or any equipment, labor, tools, or materials related to any Project / Job / Service Contract; and (vii) WPgonow does not provide the premises at which WordPress Expert / Freelancers will perform the work. WordPress Expert / Freelancers are free to use subcontractors or employees to perform WordPress Expert / Freelancer Services and may delegate work on fixed-price contracts. If a WordPress Expert / Freelancer uses subcontractors or employees, WordPress Expert / Freelancer further agrees and acknowledges that this paragraph applies to WPgonow’s relationship, if any, with WordPress Expert / Freelancer’s subcontractors and employees as well and WordPress Expert / Freelancer is solely responsible for WordPress Expert / Freelancer’s subcontractors and employees.

Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) WPgonow is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of WPgonow; (4) WPgonow does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) WPgonow does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Employers / Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) WPgonow does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) WPgonow does not provide the premises at which the Agency or Agency Members will perform the work; and (8) WPgonow makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and WPgonow disclaims any and all liability relating thereto.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) 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.

2.2 TAXES AND BENEFITS

WordPress Expert / Freelancer acknowledges and agrees that WordPress Expert / Freelancer is solely responsible (a) for all tax liability associated with payments received from WordPress Expert / Freelancer’s Employers / Clients and through WPgonow, and that WPgonow will not withhold any taxes from payments to WordPress Expert / Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that WordPress Expert / Freelancer is not covered by or eligible for any insurance from WPgonow; (c) for determining whether WordPress Expert / Freelancer is required by applicable law to issue any particular invoices for the WordPress Expert / Freelancer Fees and for issuing any invoices so required; (d) for determining whether WordPress Expert / Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the WordPress Expert / Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if WPgonow is required by applicable law to withhold any amount of the WordPress Expert / Freelancer Fees and for notifying WPgonow of any such requirement and indemnifying WPgonow for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of WPgonow, Freelancer agrees to promptly cooperate with WPgonow and provide copies of WordPress Expert / Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing WordPress Expert / Freelancer is engaging in an independent business as represented to WPgonow.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You hereby acknowledge and agree that Users publish and request WPgonow to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that WordPress Expert / Freelancers or Employers / Clients voluntarily submit to WPgonow and does not constitute and will not be construed as an introduction, endorsement, or recommendation by WPgonow; WPgonow provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that WPgonow post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Ratings and Reviews, wherever referenced, and other User Content highlighted by WPgonow on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that WPgonow will make Composite Information available to other Users, including composite or compiled feedback and reviews. WPgonow provides its feedback system as a means through which Users can share their opinions of other Users publicly, and WPgonow does not monitor, influence, contribute to or censor these opinions. 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.

WPgonow does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. WPgonow is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, WPgonow reserves the right (but is under no obligation) to remove posted feedback or information that, in WPgonow’s sole judgment, 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 WPgonow. You acknowledge and agree that you will notify WPgonow of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, WPgonow may rely on the accuracy of such information.

  1. CONTRACTUAL RELATIONSHIP BETWEEN EMPLOYER / CLIENT AND WORDPRESS EXPERT / FREELANCER

Section 3 discusses the relationship you may decide to enter into with another User, including Projects / Jobs / Service Contracts between Users, as detailed below.

3.1 PROJECTS / JOBS / SERVICE CONTRACTS

If an Employer / Client and a WordPress Expert / Freelancer decide to enter into a Project / Job / Service Contract, the Project / Job / Service Contract is a contractual relationship directly between the Employer / Client and WordPress Expert / Freelancer. Employer / Client and WordPress Expert / Freelancer have complete discretion both with regard to whether to enter into a Project / Job / Service Contract with each other and with regard to the terms of any Project / Job / Service Contract. You acknowledge, agree, and understand that WPgonow is not a party to any Project / Job / Service Contract, that the formation of a Project / Job / Service Contract between Users will not, under any circumstance, create an employment or other service relationship between WPgonow and any WordPress Expert / Freelancer or a partnership or joint venture between WPgonow and any User.

With respect to any Project / Job / Service Contract, Employers / Clients and WordPress Experts / Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand WPgonow’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Project / Job / Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. WPgonow does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. WPgonow expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

3.2 DISPUTES AMONG USERS

For disputes arising between Employers / Clients and WordPress Expert / Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Project / Job / Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that WPgonow will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.

If WordPress Expert / Freelancer or Employer / Client intends to obtain an order from any arbitrator or any court that might direct WPgonow, WPgonow 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 business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting WPgonow or WPgonow Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. 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 thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the Parties to this Agreement that Users who have entered into Projects / Jobs / Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

  1. WORKER CLASSIFICATION

Section 4 discusses what you agree to concerning whether a WordPress Expert / Freelancer is an employee or independent contractor.

4.1 WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between WPgonow and a User.

Employer / Client is solely responsible for and has complete discretion with regard to selection of any WordPress Expert / Freelancer for any Project / Job. Employer / Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether WordPress Expert / Freelancers should be engaged as independent contractors or employees of Employer / Client and engaging them accordingly; WPgonow will have no input into, or involvement in, worker classification as between Employer / Client and WordPress Expert / Freelancer and Users agree that WPgonow has no involvement in and will have no liability arising from or relating to the classification of a WordPress Expert / Freelancer generally or with regard to a particular Project / Job.

  1. WPGONOW FEES

Section 5 describes what fees you agree to pay to WPgonow in exchange for WPgonow providing the Site and Site Services to you and what taxes WPgonow may collect, as detailed below.

5.1 SERVICE FEES FOR WORDPRESS EXPERTS / FREELANCERS

WordPress Expert / Freelancers pay WPgonow a Service Fee (as defined in this Section 5.1) for the use of the Site Services. WPgonow charges service fees to WordPress Expert / Freelancers, as set forth in the Fee and ACH / Payment Authorization Agreement and the Direct Contract Terms, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by WordPress Expert / Freelancer. When an Employer / Client pays a WordPress Expert / Freelancer for a Project / Job or when funds related to a Project / Job are otherwise released to a WordPress Expert / Freelancer as required by the applicable Escrow Instructions (See Section 6.1), WPgonow, LLC (“WPgonow Escrow”) will credit the WordPress Expert / Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to WPgonow the Service Fee. WordPress Expert / Freelancer hereby irrevocably authorizes and instructs WPgonow Escrow to deduct the Service Fee from the WordPress Expert / Freelancer Escrow Account and pay WPgonow on WordPress Expert / Freelancer’s behalf. In the event the WordPress Expert / Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

5.2 MEMBERSHIP FEES, JOB LISTING PACKS, AND BID PACKS

WordPress Experts / Freelancers pay WPgonow a membership fee if they subscribe for a paid membership to access additional features and Site Services and may purchase “Bid Packs”. WordPress Expert / Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing “Bid Packs” as described in and subject to the terms of the WordPress Expert / Freelancer Membership Agreement. Employers / Clients may purchase job listing packs which let them feature their jobs / projects on WPgonow for longer periods of time than free job listings.

5.3 DISBURSEMENT FEES

WordPress Expert / Freelancers may pay WPgonow a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to WPgonow in consideration of costs incurred and administration of disbursements via the disbursement method requested by WordPress Expert / Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.

Additional activation, maintenance, and account fees may be charged by the disbursement method requested by WordPress Expert / Freelancer.

5.4 EMPLOYER / CLIENT FEES

Employers / Clients may choose to pay for a premium membership plan, or for featured job listing packages as described in the Fee and Payment Authorization Agreement. Clients do not pay fees if they use the Site solely for posting free job listings and projects / jobs.

5.5 VAT AND OTHER TAXES

WPgonow may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the “Taxes“). In such instances, any amounts WPgonow is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to WPgonow under the Terms of Service.

5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS / JOBS

WPgonow does not introduce Employers / Clients to WordPress Expert / Freelancers and does not help WordPress Expert / Freelancers secure Projects / Jobs. WPgonow merely makes the Site and Site Services available to enable WordPress Expert / Freelancers to do so themselves and may from time to time highlight Projects / Jobs that may be of interest. Therefore, WPgonow does not charge a fee when a WordPress Expert / Freelancer finds a suitable Employer / Client or finds a Project / Job. In addition, WPgonow does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

  1. PAYMENT TERMS AND ESCROW SERVICES

Section 6 discusses your agreement to pay WordPress Expert / Freelancer Service Fees on Projects / Jobs / Service Contracts, and describes how WPgonow’s Escrow Services work, what happens if an Employer / Client doesn’t pay, and related topics, as detailed below.

6.1 ESCROW SERVICES

WPgonow Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project / Job, and to pay fees to WPgonow (“Escrow Services”). WPgonow Escrow is powered by Stripe. 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 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS

WPgonow Escrow (powered by Stripe) 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 WPgonow Escrow (powered by Stripe) acts merely as an Internet escrow agent. WPgonow Escrow has fully delivered the Escrow Services to you if WPgonow Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. WPgonow Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct WPgonow Escrow to release or make a payment of funds from an Escrow Account associated with you, WPgonow Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, WPgonow Escrow may release or pay funds from an Escrow Account as required by applicable law.

Fixed-Price Projects/Jobs. The Users agree that they will be bound by, and WPgonow Escrow will follow, the Fixed-Price Escrow Instructions.

6.1.2 ESCROW ACCOUNTS

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

(a) Employer / Client Escrow Account. After entering into a Project / Job / Service Contract with a WordPress Expert / Freelancer, the Employer / Client makes a full payment for the Project / Job / Service Contract, and WPgonow Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects / Jobs, to receive refunds in connection with Projects / Jobs, and to make payments to WPgonow for payment processing and administration fees.

(b) WordPress Expert / Freelancer Escrow Account. After entering into a Project / Job / Service Contract, the first time a WordPress Expert / Freelancer uses the Site to receive payment for a Project / Job, WPgonow Escrow (Powered by Stripe) will establish and maintain a “WordPress Expert / Freelancer Escrow Account” for WordPress Expert / Freelancer to receive payments for Projects / Jobs, withdraw payments, make payments for Service Fees and to WPgonow for other fees, and issue refunds to Employers / Clients.

(c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, WPgonow Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project / Job that is the subject of that Fixed-Price Contract / Job.

You hereby authorize and instruct WPgonow Escrow (Powered by Stripe) to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project / Job and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Employer / Client and WordPress Expert / Freelancer may access current information regarding the status of an Escrow Account on the Site.

6.1.3 FREELANCER APPOINTMENT OF WPGONOW ESCROW AND SUBSIDIARIES AS AGENT

If you are a WordPress Expert / Freelancer and you request payment related to the release of funds from a Fixed-Price Escrow Account, you hereby appoint WPgonow Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your WordPress Expert / Freelancer Escrow Account as applicable. Because WPgonow Escrow is WordPress Expert / Freelancer’s agent, WordPress Expert / Freelancer must, and hereby does, fully discharge and credit WordPress Expert / Freelancer’s Employer / Client for all payments and releases that WPgonow Escrow receives on WordPress Expert / Freelancer’s behalf from or on behalf of such Employer / Client.

6.1.4 TITLE TO FUNDS

WPgonow, WPgonow Escrow and our Affiliates are not banks. WPgonow Escrow (powered by Stripe) 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. WPgonow 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.

6.1.5 NO INTEREST

You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. WPgonow, WPgonow 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 they provide.

6.1.6 ESCROW AGENT DUTIES

We undertake to perform only 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 Employer / Client and WordPress Expert / Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Employer / Client or WordPress Expert / Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto 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 Employer / Client and WordPress Expert / Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.

6.1.7 ESCROW AGENT RIGHT

We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Employer / Client and WordPress Expert / Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein 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 WPgonow Escrow may be merged or converted or with which WPgonow Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of WPgonow Escrow may be transferred will succeed to all the rights and obligations of WPgonow Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.

6.2 EMPLOYER / CLIENT PAYMENTS ON SERVICE CONTRACTS

For Fixed-Price Contracts / Jobs / Projects, Employer / Client becomes obligated to fund escrow immediately upon accepting a bid for their Fixed-Price Contract / Project / Job (for the full amount.

Employer / Client acknowledges and agrees that for Fixed-Price Contracts failure to decline or dispute a request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Employer / Client authorizes the payment of the WordPress Expert / Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs WPgonow or its Affiliates, WPgonow Escrow (Powered by Stripe), to charge Employer / Client’s Payment Method for the WordPress Expert / Freelancer Fees.

6.3 DISBURSEMENTS TO WORDPRESS EXPERTS / FREELANCERS

Under the relevant Escrow Instructions, WPgonow Escrow disburses funds that are available and payable to a WordPress Expert / Freelancer upon WordPress Expert / Freelancer’s request. A WordPress Expert / Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule.

For Fixed-Price Contracts, the WordPress Expert / Freelancer Fees become available to WordPress Expert / Freelancers after the Employer / Client indicates / marks that the job / project was successfully completed. The project / job / service contract funds are then released by WPgonow Escrow to the WordPress Expert / Freelancer’s account.

Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, WPgonow Escrow may refuse to process or may hold the disbursement of the WordPress Expert / Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, WPgonow Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the WordPress Expert / Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as WordPress Expert / Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the WordPress Expert / Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (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 or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, WPgonow Escrow will release such hold as soon as practicable.

In addition, notwithstanding any other provision of 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 used by your Employer / Client if you are a WordPress Expert / Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing WPgonow Escrow to (and WPgonow Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. 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 Site and Site Services and close your Account.

6.4 NON-PAYMENT

If Employer / Client is in “default”, meaning the Employer / Client fails to pay the WordPress Expert / Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of WPgonow), WPgonow 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, Employer / Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Employer / Client fails to pay the WordPress Expert / Freelancer Fees when due, (b) Employer / Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Employer / Client fails to pay an invoice issued to the Employer / Client by WPgonow within the time period agreed or, if none, within 30 days, (d) Employer / Client initiates a chargeback with a bank or other financial institution resulting in a charge made by WPgonow for WordPress Expert / Freelancer Fees or such other amount due being reversed to the Employer / Client, or (e) Employer / Client takes other actions or fails to take any action that results in a negative or past-due balance on the Employer / Client’s account.

If Employer / Client is in default, we may, without notice, temporarily or permanently close Employer / Client’s Account and revoke Employer / Client’s access to the Site and Site Services, including Employer / Client’s authority to use the Site to process any additional payments, enter into Service Contracts / projects / jobs, or obtain any additional WordPress Expert / Freelancer Services from other Users through the Site. However, Employer / Client will remain responsible for any amounts that accrue on any open Projects / jobs at the time a limitation is put on the Employer / Client’s Account as a result of the default. Without limiting other available remedies, Employer / Client must pay WPgonow 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, WPgonow or its Affiliates, WPgonow Escrow may, without notice, charge all or a portion of the amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Employer / Client or held by for Employer / Client by WPgonow, WPgonow 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.

6.5 NO RETURN OF FUNDS

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

6.6 PAYMENT METHODS

In order to use certain Site Services, Employer / Client must provide account information for at least one valid Payment Method.

Employer / Client hereby authorizes WPgonow, WPgonow Escrow, as applicable, to run credit card authorizations on all credit cards provided by Employer / Client, to store credit card and banking or other financial details as Employer / Client’s method of payment consistent with our Privacy Policy, and to charge Employer / Client’s credit card (or any other Payment Method) for the WordPress Expert / Freelancer Fees and any other amounts owed under the Terms of Service. 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 and authorizing payments with the Payment Method, Employer / Client represents, warrants, and covenants that: (a) Employer / Client is legally authorized to provide such information; (b) Employer / Client is legally authorized to make payments using the Payment Method(s); (c) if Employer / Client is an employee or agent of a company or person that owns the Payment Method, that Employer / Client is authorized by the company or person to use the Payment Method to make payments on WPgonow; and (d) such actions do not violate the terms and conditions applicable to Employer / Client’s use of such Payment Method(s) or applicable law. When Employer / Client authorizes a payment using a Payment Method via the Site, Employer / Client represents and warrants 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 Employer / Client’s Payment Method(s), Employer / Client is solely responsible for paying such amounts by other means.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, WPgonow is not liable to any User if WPgonow does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. WPgonow 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

The Site and the Site 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 may display foreign currency conversion rates that WPgonow, WPgonow Escrow, or our 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 in U.S. Dollars and WPgonow or its Affiliates, WPgonow Escrow, 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, WPgonow 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. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. WPgonow, WPgonow Escrow, and our 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. WPgonow, WPgonow Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

  1. NON-CIRCUMVENTION

Section 7 discusses your agreement to make and receive payments only through WPgonow for two years from the date you first meet your Employer / Client or WordPress Expert / Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.

7.1 MAKING PAYMENTS THROUGH WPGONOW

You acknowledge and agree that a substantial portion of the compensation WPgonow receives for making the Site available to you is collected through the Service Fee described in Section 5.1. WPgonow only receives this Service Fee when an Employer / Client and a WordPress Expert / Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (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 party or arising out of your relationship with that party (the “WPgonow Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party 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. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.

Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:

  • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
  • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
  • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed 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 off the Site.

You agree to notify WPgonow immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to WPgonow by sending an email message to: support@wpgonow.com.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2 OPTING OUT

You may opt-out of the obligation in Section 7.1 with respect to each WPgonow Relationship only if the Employer / Client or prospective Employer / Client or WordPress Expert / Freelancer pays WPgonow an opt-out fee for each such relationship (the “Opt-Out Fee”).

The Opt-Out Fee is computed as follows

(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Employer / Client first makes payment to the subject WordPress Expert / Freelancer until the date the Opt-Out Fee is paid; and

(b) the greater of:

(i) $3,500; or

(ii) 25% of the anticipated annualized salary or wages for one year if the Employer / Client offers WordPress Expert / Freelancer employment directly; or

(iii) all Service Fees that would be earned by WPgonow from the WPgonow Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by WordPress Expert / Freelancer from Employer / Client during the most recent normalized 8-week period, or during such shorter period as data is available to WPgonow;

(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then WPgonow and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then WPgonow and you agree that amount shall be used if it is greater than $3,500.

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@wpgonow.com.

If WPgonow determines, in its sole discretion, that you have violated Section 7, WPgonow or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of WPgonow’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

  1. RECORDS OF COMPLIANCE

Section 8 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to WPgonow upon request. Nothing in this subsection requires or will be construed as requiring WPgonow to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on WPgonow’s part to store, backup, retain, or grant access to any information or data for any period.

  1. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WPGONOW MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WPGONOW DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST WPGONOW WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

  1. LIMITATION OF LIABILITY

Section 10 discusses your agreement that WPgonow usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.

WPgonow 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:

  • your use of or your inability to use our Site or Site Services;
  • delays or disruptions in our Site or Site Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
  • damage to your hardware device from the use of the Site or Site Services;
  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
  • a suspension or other action taken with respect to your Account;
  • 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
  • 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 WPGONOW, 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 WPGONOW, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY WPGONOW WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF 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.

  1. RELEASE

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that WPgonow is not a party to any contract between Users, you hereby release WPgonow, our 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 WordPress Expert / Freelancer Services provided to Employer / Client by a WordPress Expert / Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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

  1. INDEMNIFICATION

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless WPgonow, our 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) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Project / Job / Service Contract entered into by you or your agents, including, but not limited to, the classification of a WordPress Expert / Freelancer as an independent contractor; the classification of WPgonow as an employer or joint employer of WordPress Expert / Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes 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 reasonable attorneys’ fees and all related costs and expenses) 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.

  1. AGREEMENT TERM AND TERMINATION

Section 13 discusses your and WPgonow’s agreement about when and how long this Agreement will last, when and how either you or WPgonow can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

13.1 TERMINATION

Unless both you and WPgonow 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 herein. You may provide written notice to support@wpgonow.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. WPgonow is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project / Job entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects / Jobs, you agree (a) you hereby instruct WPgonow to close any open contracts / projects / jobs; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects / jobs have closed on the Site; (c) WPgonow will continue to perform those Site Services necessary to complete any open Project / job or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts / projects / jobs, whichever is later, to WPgonow for any Site Services or such other amounts owed under the Terms of Service and to any WordPress Experts / Freelancers for any WordPress Expert / Freelancer Services.

Without limiting WPgonow’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or WPgonow or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without WPgonow’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 User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts / Jobs / Projects with you. You therefore agree as follows: IF WPGONOW DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WPGONOW HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS / JOBS / PROJECTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WPGONOW WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY 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 for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which WPgonow will have no liability whatsoever. WPgonow, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

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 requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or WPgonow from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

  1. DISPUTES BETWEEN YOU AND WPGONOW

Section 14 discusses your agreement with WPgonow and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and WPgonow 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, WPgonow, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with WPgonow (including without limitation any claimed employment with WPgonow or one of our Affiliates or successors), the termination of your relationship with WPgonow, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract / Job / Project, escrow payments or agreements, any payments or monies you claim are due to you from WPgonow or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with WPgonow or the termination of that relationship.

Disputes between the parties 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) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

14.2 CHOICE OF LAW

These 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 Connecticut, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any WordPress Expert / Freelancer located within the United States will be governed by the law of the state in which such WordPress Expert / Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

14.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and WPgonow agree to first notify each other of the Claim. You agree to notify WPgonow of the Claim by emailing notice of it to support@wpgonow.com, and WPgonow agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and WPgonow then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or WPgonow, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and WPgonow will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

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 Provision applies to all Users except Users located outside of 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, WPgonow, and our Affiliates agree to resolve the Claim by final and binding 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

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with WPgonow ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement and the Terms of Service. This Arbitration Provision 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.

Except as otherwise provided herein, arbitration will be conducted in Fairfield County, Connecticut in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by WordPress Experts / Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where WordPress Expert / Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and WPgonow will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the WordPress Expert / Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with WPgonow to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with WPgonow to make up the difference, if any. The arbitrator must 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.

This Arbitration Provision does not apply to litigation between WPgonow 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 Provision 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 Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.

Nothing in this Arbitration Provision 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 Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision 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 Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. WPgonow 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 Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that 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.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and WPgonow agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

14.4.3. CLASS AND COLLECTIVE WAIVER

Private attorney general representative actions under the Connecticut Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and WPgonow 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, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and WPgonow agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, WPgonow may lawfully seek enforcement of this Arbitration Provision 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 Provision contained in this Section 14 by notifying WPgonow in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification via email to WPgonow at support@wpgonow.com 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 Provision. Opting out of this Arbitration Provision 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 WPgonow constitutes mutual acceptance of the terms of this Arbitration Provision by you and WPgonow. 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 Provision.

This Arbitration Provision 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 Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and WPgonow agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

  1. GENERAL

Section 15 discusses additional terms of the agreement between you and WPgonow, 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, as detailed below.

15.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and WPgonow relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though WPgonow drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or WPgonow because of the authorship of any provision of the Terms of Service.

15.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon WPgonow unless in a written instrument signed by a duly authorized representative of WPgonow or posted on the Site by WPgonow. 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

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without WPgonow’s prior written consent in the form of a written instrument signed by a duly authorized representative of WPgonow. WPgonow may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 SEVERABILITY

If and 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 that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

15.5 FORCE MAJEURE

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

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

WPgonow makes no representations that the Site is 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 foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the 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 Site or Site Services, you must and hereby represent that you are not: (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 Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site Terms of Use, you may be entitled to receive certain records from WPgonow or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

  1. DEFINITIONS

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but 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.

Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project / Job or the suitability of another User for the Project / Job, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of WordPress Experts / Freelancer or Employer / Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

Escrow Account” means Employer / Client Escrow Account, WordPress Expert / Freelancer Escrow Account, or Fixed-Price Escrow Account.

Escrow Instructions” means the Fixed-Price Escrow Instructions.

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

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

Freelancer Services” means all services performed for or delivered to Employers / Clients by WordPress Experts / Freelancers.

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

Hourly Invoice” means the report of hours invoiced for a stated period by a WordPress Expert / Freelancer for WordPress Expert / Freelancer Services performed for an Employer / Client.

The term “including” as used herein means including without limitation.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Payment Method” means a valid credit card issued by a bank acceptable to WPgonow, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as WPgonow may accept from time to time in our sole discretion.

Project / Job” means an engagement for WordPress Expert / Freelancer Services that a WordPress Expert / Freelancer provides to an Employer / Client under a Service Contract / Project / Job on the Site.

Service Contract” means, as applicable, (a) the contractual provisions between an Employer / Client and a WordPress Expert / Freelancer governing the WordPress Experts / Freelancer Services to be performed by a WordPress Expert / Freelancer for Employer / Client for a Project / Job.

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

WPgonow App” means the online platform accessed using WPgonow’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

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

Cookie Policy

Effective November 24, 2019

This policy describes how WPgonow uses cookies on https://wpgonow.com/ and https://app.wpgonow.com/ (the “Site” or “Sites”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Site. This policy is effective November 24, 2019. Your continued use of the Site after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

What are cookies?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

What are cookies used for?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

What types of cookies does WPgonow use?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, WPgonow uses all of these categories on the Site. You can find out more about each cookie category in the sections below.

Strictly Necessary Cookies

These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas.

Performance Cookies

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.

Functionality Cookies

These cookies allow the Site to remember choices you make (such as your user name, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

Flash Cookies

We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.

Tailored Content Cookies

Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.

Targeting Cookies

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

How long will cookies stay on my browsing device?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

First and third party cookies

First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.

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Contacting Us

If you have any questions about this Cookie Policy, please contact us via email at support@wpgonow.com.

Fixed-Price Escrow Instructions

Effective November 24, 2019

If an Employer / Client and a WordPress Expert / Freelancer enter into a Fixed-Price Contract / Job / Project, these Fixed-Price Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts.

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

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

  1. DIGITAL SIGNATURE

By funding a Project / Job / Service Contract (a “Funding Approval”) or to accept a Fixed-Price Contract / Job / Project, Employer / Client and WordPress Expert / Freelancer are deemed to have executed these Escrow Instructions electronically, effective on the date WordPress Expert / Freelancer submits a bid that is accepted by the Employer / Client, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the “E-Sign Act“). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Employer / Client and WordPress Expert / Freelancer irrevocably authorize and instruct WPgonow and WPgonow Escrow (powered by Stripe) (“WPgonow Escrow“) to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with WordPress Expert / Freelancer’s or Employer / Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 RELEASE CONDITIONS

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

  1. Employer / Client clicks to release funds to WordPress Expert / Freelancer.
  2. Employer / Client does not take any action for 14 days from the date of a WordPress Expert / Freelancer’s Release request, in which case WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized and irrevocably instructed to immediately release to WordPress Expert / Freelancer the amount associated with the applicable project / job / service contract with such Release request.
  3. WordPress Expert / Freelancer cancels or disputes the project / job / service contract before a payment has been released to WordPress Expert / Freelancer, in which case the funds will be held in WPgonow Escrow and WPgonow staff will determine who the funds should goto, which typically will be the Employer / Client if the project was never commenced or worked on by the WordPress Expert / Freelancer.
  4. Employer / Client and WordPress Expert / Freelancer have submitted joint written instructions for a Release to either WordPress Expert / Freelancer Escrow Account or Employer / Client Escrow Account, as applicable.
  5. Employer / Client and WordPress Expert / Freelancer agree to close the contract without release of funds, in which case the funds are to be returned to the Employer / Client.
  6. Employer / Client or WordPress Expert / Freelancer has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Assistance Program, in which case the funds are released to the Party that has made its Arbitration Payment.
  7. Both Employer / Client and WordPress Expert / Freelancer have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Program, in which case the funds are released to the Employer / Client.
  8. Employer / Client or WordPress Expert / Freelancer has failed timely to respond to an WPgonow Resolution Center Dispute Assistance notification as required by the Resolution Center, in which case the funds are released to the User that has participated.
  9. Employer / Client or WordPress Expert / Freelancer otherwise has failed to comply with the WPgonow Resolution Center Dispute Assistance Program, in which case the funds are to be released to the User that has complied with the WPgonow Resolution Center Dispute Assistance Program.
  10. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program, in which case the funds will be released in accordance with such award.
  11. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  12. We believe, in our sole discretion, that fraud, an illegal act, or a violation of WPgonow’s Terms of Service has been committed or is being committed or attempted, in which case Employer / Client and WordPress Expert / Freelancer irrevocably authorize and instruct WPgonow Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
  1. INSTRUCTIONS IRREVOCABLE

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

  1. DORMANT ENGAGEMENTS

To be fair to Employer / Clients and WordPress Expert / Freelancers, WPgonow has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, Status Report submittals, or actions under the WPgonow Resolution Center Fixed Price Dispute Assistance Program.

A “Dormant Engagement” is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

  1. WPgonow may notify Employer / Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, WPgonow may notify the WordPress Expert / Freelancer that the Fixed-Price Contract is Dormant.
  3. If neither WordPress Expert / Freelancer nor Employer / Client take any action for 7 days after the Dormant Date, WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized and irrevocably instructed to immediately release escrow funds to Employer / Client.
  4. If WordPress Expert / Freelancer submits a Release request and Employer / Client does not take any action for 14 days from the date of the Release request, WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized and irrevocably instructed to immediately release to WordPress Expert / Freelancer the amount related to project / job / service contract.
  5. All funds released to WordPress Expert / Freelancer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.
  1. REFUNDS AND CANCELLATIONS

Employer / Client and WordPress Expert / Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Employer / Client or WordPress Expert / Freelancer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Employer / Client or WordPress Expert / Freelancer by following the steps below.

5.1 CANCELLATION BY WORDPRESS EXPERT / FREELANCER

If WordPress Expert / Freelancer wants to cancel a project / job / service contract with funds held in escrow, WordPress Expert / Freelancer must click to report a dispute. When WordPress Expert / Freelancer clicks to report a dispute, WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized to review the request to decide if it is valid and to determine which party shall receive the Escrow funds associated with the contract.

5.2 CANCELLATION BY EMPLOYER / CLIENT

If Client wants to cancel a project / job / service contract with funds held in escrow, Employer / Client must click to file a dispute. A WPgonow representative will review the dispute submitted within 7 business days and will determine which party shall receive the funds. If WordPress Expert / Freelancer is using the Site on a mobile device and does not have the ability to approve or dispute the cancellation or dispute claim with a click on the mobile website or application, WordPress Expert / Freelancer must dispute the Employer / Client’s cancellation via the WPgonow Resolution Center within 7 days. If WordPress Expert / Freelancer takes no action within 7 days from the date notification of the dispute is sent to WordPress Expert / Freelancer, WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized and irrevocably instructed to immediately release to Employer / Client all Escrow funds associated with the job / project / service contract. If WordPress Expert / Freelancer disputes the cancellation, WordPress Expert / Freelancer and Employer / Client will be offered WPgonow Dispute Assistance (as defined in Section 6).

  1. DISPUTE ASSISTANCE PROGRAM

If Employer / Client and WordPress Expert / Freelancer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, WPgonow provides this Resolution Center / Dispute Assistance Program as a mechanism to resolve the Dispute.

6.1 DEFINITIONS AND KEY DATES

  1. “Arbitration” means binding non-appearance based Arbitration by a neutral third party as described in Section 6.
  2. “Arbitration Payment” means Employer / Client’s or WordPress Expert / Freelancer’s applicable portion of the costs of Arbitration as more particularly described in this Section 6.
  3. “Arbitration Limitations Date” means the date 30 days after the date a Dispute is filed via the Site or via email correspondence with WPgonow.
  4. Contract Room” means the contract room / workspace on the Site for the particular Fixed-Price Contract, including the contract terms, messages and files, and milestones and payments.
  5. Dispute” means a dispute between an Employer / Client and WordPress Expert / Freelancer concerning a Fixed-Price Contract and covered by this WPgonow Resolution Center Dispute Assistance Program.
  6. “Dispute Assistance Deadline” means the date 30 days after the Employer / Client was billed.
  7. Dispute Assistance Program” means the Dispute assistance program set forth in this Section 6.
  8. “WPgonow Dispute Assistance” means the Dispute assistance provided by WPgonow as set forth in this Section 6.

6.2 AVAILABILITY OF WPGONOW DISPUTE ASSISTANCE

Dispute Assistance is only available (i) after initial funding of the Fixed Price Escrow Account associated with the Fixed-Price Contract / Job / Project, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the WordPress Expert / Freelancer or the Employer / Client via the Site after the Resolution Center Dispute Assistance Deadline.

6.3 NON-BINDING ASSISTANCE

WPgonow will first attempt to assist Employer / Client and WordPress Expert / Freelancer by reviewing the Dispute and proposing a resolution.

  • The WPgonow Disputes team will notify Employer / Client and WordPress Expert / Freelancer Resolution Center by providing a notice of dispute along with a request for information and supporting documentation (if any).
  • If both Employer / Client and WordPress Expert / Freelancer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a resolution based on the results of the review.
  • If Employer / Client or WordPress Expert / Freelancer rejects WPgonow’s resolution, they may proceed to Arbitration. If Employer / Client and WordPress Expert / Freelancer do not choose to arbitrate, WordPress Expert / Freelancer and Employer / Client agree that WPgonow Escrow is authorized and irrevocably instructed to immediately release to Employer / Client all funds held in Escrow.
  • If Employer / Client or WordPress Expert / Freelancer chooses to arbitrate by notifying WPgonow via Resolution Center case of their intent to arbitrate, WPgonow will notify both Employer / Client and WordPress Expert / Freelancer via Resolution Center that they must make the Arbitration Payment within 5 business days of the notice (the “First Arbitration Notice“). If both parties make the Arbitration Payment (including after initial notice of non-payment), then WPgonow will deliver instructions for initiating Arbitration.
  • If Employer / Client or WordPress Expert / Freelancer does not make the Arbitration Payment within 5 business days of the First Arbitration Notice, WordPress Expert / Freelancer and Employer / Client will be deemed to have irrevocably authorized and instructed WPgonow Escrow to, and WPgonow Escrow will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, WPgonow will close the Dispute.
  • If Employer / Client and WordPress Expert / Freelancer both do not make the Arbitration Payment by the Arbitration Limitations Date, then Employer / Client and WordPress Expert / Freelancer will be deemed to have authorized and instructed WPgonow Escrow to, and WPgonow Escrow will, release the disputed funds to Employer / Client, to the extent that any disputed funds remain in the Escrow Account, if no funds remain WPgonow will close the Dispute.

6.4 ARBITRATION FOR A FIXED-PRICE CONTRACT

WordPress Expert / Freelancer and Employer / Client each has the right to demand Arbitration of a Fixed-Price Contract before the Arbitration Limitations Date if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. If either Employer / Client or WordPress Expert / Freelancer demands Arbitration in accordance with these Escrow Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any such Arbitration will be conducted by a neutral third-party Arbitration service: the American Arbitration Association (the “AAA”).The Arbitration rules and fees for each are set out in Appendix A to these Escrow Instructions. By default, Arbitration will be conducted by AAA unless WPgonow chooses another Arbitration service.

6.5 FILING THE CASE WITH THE ARBITRATOR

When a User demands Arbitration (the “Arbitration Plaintiff”), or when the circumstances dictate that WPgonow notify a User of its right to file for Arbitration as described above, WPgonow will provide the User with instructions on initiating the Arbitration. After the parties have initiated the Arbitration, WPgonow will provide the arbitrator with supporting documentation including but not limited to the documents submitted to WPgonow during the dispute resolution process, information available via the Site, and access to the Site.

If the Arbitration Plaintiff makes the Arbitration Payment, WPgonow will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to make the Arbitration Payment and submit to such Arbitration within 5 business days after the First Arbitration Notice, WPgonow will suspend the Arbitration Respondent’s account, and both parties will be deemed to have irrevocably authorized and instructed WPgonow Escrow to, and WPgonow Escrow will, release the funds sought by the Arbitration Plaintiff in the demand for Arbitration to the Arbitration Plaintiff, to the extent such funds remain in the Fixed-Price Escrow Account. If no funds remain in the Fixed-Price Escrow Account, WPgonow will close the Dispute.

If both parties pay their portion of the Arbitration fees, WPgonow will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, WPgonow will provide the arbitrator with relevant documentation, including information collected in the informal dispute process and contents of the Contract Room / Workspace.

6.6 AUTHORIZATION TO COLLECT ARBITRATION FEES

When you electronically authorize payment of the invoice for the Arbitration Payment as delivered to you by WPgonow by email, you irrevocably authorize and instruct (i) WPgonow Escrow or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) WPgonow Escrow, as escrow agent, to immediately release that amount from your Escrow Account and pay it to WPgonow. If WPgonow Escrow or its Affiliates cannot collect sufficient funds to fulfill the Escrow for any reason, WPgonow Escrow has no obligation with respect to making the payment to WPgonow on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Section 6.

6.7 LIMITATIONS PERIOD FOR ARBITRATIONS

If both WordPress Expert / Freelancer and Employer / Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Employer / Client and WordPress Expert / Freelancer will be deemed to have irrevocably authorized and instructed WPgonow Escrow to, and WPgonow Escrow will, release all funds in the Fixed-Price Escrow Account to Employer / Client.

6.8 ARBITRATION AWARD

You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to WPgonow, then WPgonow and WPgonow Escrow have the right to treat such notice as conclusive and act in reliance thereon.

6.9 SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.

  1. NOTICES

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

  1. COOPERATION WITH THE WPGONOW RESOLUTION CENTER DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the WPgonow Resolution Center Dispute Assistance Program must be resolved in accordance with the terms in the WPgonow Resolution Center Dispute Assistance Program. All claims filed or brought contrary to the WPgonow Resolution Center Dispute Assistance Program will be considered improperly filed, and WPgonow will have the right to take any other action, including suspension or termination of your Account, and any other legal action as WPgonow deems appropriate in its sole discretion.

  1. ABUSE

WPgonow, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if WPgonow believes you may be abusing the WPgonow Resolution Center Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION

This Appendix A summarizes certain pertinent contractual terms that American Arbitration Association (the “AAA”) has agreed to in providing arbitration services to Employers / Clients and WordPress Experts / Freelancers who choose the AAA as their arbitrator under the Fixed-Price Escrow Instructions. The AAA is solely a third-party arbitration service provider. WPgonow and our affiliates have no direct or indirect affiliate, partnership, joint venture, ownership or control relationship with or interest in the AAA. WPgonow and our Affiliates assume no responsibility or liability for the services of the AAA.

Appointment of the Arbitrator

All Arbitrations by the AAA are conducted by a single arbitrator.

The AAA will provide the parties the opportunity to participate in arbitrator selection through a strike-and-rank process of pre-qualified arbitrators.

  1. Each party will be provided with an identical list of five potential arbitrators and may have up to three calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within five calendar days, all persons named therein will be deemed acceptable.
  2. From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.
  3. Any arbitrator will be impartial and independent and will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.
  4. Neither WPgonow nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, WPgonow and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site, and the Contract Room / Workspace, and the information contained therein, associated with the Fixed-Price Contract in Dispute.

Rules of the Proceedings

  1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
  2. The Arbitration Plaintiff may submit a statement of the case (“Initial Statement”), not to exceed 1,500 words, within three business days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Contract Room.
  3. The Arbitration Respondent may submit a response (“Response Statement”), not to exceed 1,500 words, within three business days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Contract Room.
  4. Either party may elect to use their dispute notice form or dispute response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.
  5. All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Contract Room contents at the time the Dispute was submitted to the WPgonow Resolution Center Dispute resolution process. Any communication taking place outside the Contract Room / Workspace must have been posted to the Contract Room / Workspace within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Contract Room / Workspace contents and material submitted to initiate the Arbitration. The failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.
  6. The language of the Arbitration will be English.
  7. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.
  8. The Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.
  9. Communications by either party to the arbitrator will be shared with all parties.
  10. All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.
  11. Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.

The Award

The AAA will provide WPgonow and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide, but is not required to provide, written reasons for the Award to the parties.

Fees

The fee for Arbitrations by the AAA is $875, regardless of the amount at issue.

Each of the Dispute Parties and WPgonow will share the cost equally ($291 each).

Employer / Client and WordPress Expert / Freelancer will solely bear and pay any other costs it incurs related to the Arbitration.

Privacy Policy

Effective November 24, 2019

WPgonow, LLC. (“WPgonow”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through wpgonow.com and app.wpgonow.com (the “Site” or “Sites”), and any other websites, features, applications, widgets or online services that are owned or controlled by WPgonow and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information WPgonow collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.

Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at https://wpgonow.com/terms-and-conditions.

  1. INFORMATION COLLECTION

Users of the Service may be Clients/EmployersFreelancers, or Agencies (as each is defined in the User Agreement).

Information You Provide to Us

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

  • Personal Information: In the course of using the Service (whether as a Client/Employer or WordPress Expert/Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
  • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
  • Identity Verification: We or our payment processors (Stripe and PayPal) may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
  • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that WPgonow has collected Personal Information from your child, please contact us at: support@wpgonow.com.
  • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from WPgonow registered and non-registered users (“WPgonow Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other WPgonow Users.
  • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
  • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but WPgonow will treat the combined information as Personal Information.
  • Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.

You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.

Information Received from Third Parties

Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.

We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.

Information Collected Automatically

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

We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.

The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.

WPgonow and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from WPgonow Users may include the following:

  • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the WPgonow Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how WPgonow Users interact with the Service and to monitor aggregate usage by WPgonow Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy at https://wpgonow.com/cookie-policy.
  • Web Beacons/tracking pixels: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons”, “tracking pixels”, and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how WPgonow Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
  • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.

In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.

HOW WE RESPOND TO DO NOT TRACK SIGNALS

WPgonow does not respond to Do-Not-Track signals.

Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, WPgonow does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

User Profiles

WordPress Experts / Freelancers and Agencies may create a profile, with certain or all information publicly available. Clients / Employers may also create profiles for themselves.

You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all WPgonow Users and the general public subject to the privacy choices you make within your WPgonow Profile. You may edit certain information in your Profile via your account. Employers/Clients and Agencies of associated individual users or companies may also have the opportunity to create a Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://wpgonow.com/contact-us or support@wpgonow.com.

Messaging

WordPress Experts / Freelancers, Agencies, and Employers/Clients may communicate with each other through the Service. For example, WordPress Experts / Freelancers, Agencies, and Employers / Clients may wish to discuss Employer / Client needs and WordPress Expert / Freelancer work proposals. If you communicate with an Agency or Employer / Client, that Agency or Employer Client will also be a “data controller” with respect to such communications.

Community Forums

We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.

The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on WPgonow and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the WPgonow Forum Rules and our Terms of Service.

Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.

To request removal of your personal information from our blog or community forum, contact us at https://wpgonow.com/contact-us or support@wpgonow.com.. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.

Testimonials

We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://wpgonow.com/contact-us or support@wpgonow.com.

Work Listings Through the Service

If you choose to post a work / job listing via the Service as an Employer / Client, the contents of such listing will be viewable publicly. Job / Work listings include information such as budget, location, history of work listing(s) by the Employer / Client, the names of other WordPress Experts / Freelancers performing work for the Employer / Client, Employer / Client feedback, reviews, and rating information and timing of project / job performance.

Feedback

We collect feedback and reviews from WPgonow Users about their experience with other WPgonow Users of our Service. Please note that any feedback or review that you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.

Email to Friends and Referral Program

WPgonow lets you send project / job postings to friends via email. WPgonow also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. WPgonow stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.

Your friend may contact us at https://wpgonow.com/contact-us or support@wpgonow.com to request that we remove this information from our database.

Social Networking Services

You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.

You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Google, LinkedIn, and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and WPgonow is not responsible for it.

The WPgonow Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.

You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating WPgonow to pay any fees or making WPgonow subject to any usage limitations imposed by such SNS. You can disable the link between your WPgonow account and your SNS account by contacting us at support@wpgonow.com and submitting your request for account removal. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your WPgonow account and your SNS account will terminate as well.

  1. USE OF INFORMATION

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

WE USE INFORMATION WE COLLECT:

  • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
  • To contact you with administrative communications and WPgonow newsletters, marketing or promotional materials (on behalf of WPgonow or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
  • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
  • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
  • To assess your proposal to perform a freelance project / job for WPgonow and prepare related governmental and internal statistics reports.
  • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of WPgonow or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify WPgonow Users.
  • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.

We use your Personal Information for the purposes described above:

  • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our owners/investors, or to take steps at Users’ request in anticipation of entering into a contract / job with them.
  • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
    • Providing our Site and Service.
    • Analyzing and improving our business.
    • Communications, including marketing and responding to your inquiries about our services.
    • Addressing information security needs and protecting our Users, WPgonow, and others.
    • Managing legal issues.
  • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
  1. DATA RETENTION

Unless you request that we delete certain information (see Your Choices and Rights below), we delete the information you submit to verify your identity after 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.

  1. INFORMATION SHARING AND DISCLOSURE

We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.

We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:

  • Information about WordPress Experts / Freelancers Shared with Employers / Clients, Agencies, WPgonow Payment Processing Vendors, and Partners of WPgonow: We share information regarding WordPress Experts / Freelancers who have entered into a contract with an Employer / Client, including information in Messages and work history, with Employers / Clients, Agencies and WPgonow payment processing vendors. Note that if a WordPress Expert / Freelancer is suspended from the WPgonow Service, we may share that information with Employers / Clients for whom that WordPress Expert / Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom WordPress Experts / Freelancers are associated for a particular work project / job. If you choose to view a job post or submit a proposal for work as a WordPress Expert / Freelancer via the Service, we may share relevant information with the applicable Employer / Client(s), including, but not limited to, the information contained in your WordPress Expert / Freelancer Profile.
  • Information about Employers / Clients and Agencies Shared with WordPress Experts / Freelancers: If you have entered into a job / service contract with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
  • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of WPgonow’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
  • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
  • Legal and Investigative Purposes: WPgonow will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of WPgonow or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify WPgonow Users, and may do so in cooperation with third parties at our discretion.
  • Internal and Business Transfers: WPgonow may share information, including Personal Information, with its parent company WPgonow, LLC, and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
  • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
  1. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES

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

WPgonow works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, contact us with your request at support@wpgonow.com. If you choose to opt out, please note you will continue to receive generic ads.

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

  1. YOUR CHOICES AND RIGHTS

You have certain choices regarding how we may communicate with you.

Registered WPgonow Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered WPgonow Users who access the Service by using an WPgonow mobile application may, with permission, receive push notifications. Similarly, registered WPgonow Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.

All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.

Upon request WPgonow will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting WPgonow through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so by submitting your account closure request to support@wpgonow.com.

Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). For example, if you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. WPgonow uses automated means to calculate the Rating Score of WordPress Expert Freelancers and Agencies. If you believe that our services have miscalculated your Rating Score or you would like to exercise any other rights with regard to your Personal Information, please email us at support@wpgonow.com for assistance. We may be able to assist you by conducting a manual review of your Rating Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.

We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Workspaces and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor WPgonow can delete all copies of information that has been previously shared with others on the Service.

  1. SECURITY

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

WPgonow takes commercially reasonable steps to help protect and secure the information it collects and stores about WPgonow Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our WPgonow Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, WPgonow cannot ensure and does not warrant the security of any information you transmit to us.

  1. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION

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

WPgonow is a U.S. company. If you are located outside the United States and choose to provide information to us, WPgonow transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.

When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.

  1. PRIVACY SHIELD NOTICE

WPgonow and its parent company WPgonow, LLC have stated that their U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”).

  1. LINKS TO OTHER SITES

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

  1. PUBLIC PROFILE

The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change what you share on your profile by editing/updating your profile at any time.

  1. PHISHING

Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to WPgonow. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be WPgonow, please report it by emailing us at support@wpgonow.com.

  1. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS

We allow you to choose whether we share your personal information with third parties for their own marketing purposes.

Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as WPgonow does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, WPgonow provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time WPgonow offers that choice, WPgonow does not share your information with that identified third party for its direct marketing purposes.

If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.

You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.

  1. CHANGES TO THIS POLICY

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

WPgonow may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.

  1. CONTACTING US

If you have any questions about this Privacy Policy, please contact us at https://wpgonow.com/contact-us or support@wpgonow.com.

We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

This full Privacy Policy is also available at https://wpgonow.com/privacy-policy.

Fee Authorization Agreement

Effective November 24, 2019

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

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

  1. Parties

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

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

  1. Fees Charged to WordPress Experts / Freelancers

Pursuant to the User Agreement, we charge WordPress Experts / Freelancers a Service Fee for each payment their Employer / Client makes to the WordPress Expert / Freelancer on a Service Contract / Project / Job. The Service Fees will be charged as “straight” pricing, as discussed in further detail in this Section 2. Where applicable, WPgonow or WPgonow Escrow may also collect taxes (such as value added tax (VAT) in Europe) on Service Fees.

Pursuant to the WordPress Expert / Freelancer Membership Agreement, we may charge WordPress Experts / Freelancers a Membership Fee. These Membership Fees when applicable (if you opt in for a paid membership) automatically renew until they are cancelled as described on the Site.

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

2.1 Straight Pricing

We will charge you a flat / straight Service Fee of 10% of the total price of any job / project / service contract that you have with your Employer / Client (less any refunds or reversals) for the duration of your relationship with your Employer / Client (the “Engagement Relationship”). Unless different pricing described in Section 2.2 applies, there will be a 10% fee deducted from any project / job / service contract payout to WordPress Experts / Freelancers.

Example:

WORDPRESS EXPERT / FREELANCER FEES WPGONOW SERVICE FEE RATE WPGONOW SERVICE FEES
$1,000 10% $100 ($1,000 x 10%)
Total WordPress Expert / Freelancer Fees: $1,000 Total WPgonow Service Fees: $100

2.2 Other Fees

WordPress Experts / Freelancers may also choose a membership or an associated membership fee (the “WordPress Expert / Freelancer Membership Fee”) and choose to purchase “Bid Packs”, in each case as described in the WordPress Expert Freelancer Membership Agreement and on the Site.

  1. Employer / Client Membership Fees

WPgonow may offer several membership plans for Employers / Clients, and each may include access to certain features and services of the Site, as described on the Site (each plan an “Employer / Client Membership Plan”). Fees for Employer / Client Membership Plans, if any, automatically renew until they are cancelled as described on the Site and this Agreement. WPgonow also offers featured job listing packages (packs) to Employers / Clients which they can pay for to feature their jobs / projects for longer periods of time on WPgonow.

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

3.1 Taxes

Where applicable, WPgonow or WPgonow Escrow may also collect taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for premium services or features, as set forth in the User Agreement.

3.2 Automatic Membership Renewal

You must pay your WPgonow membership fees (if any) through your WPgonow Account. The membership billing period begins on the date that we receive payment. WPgonow membership fees are calculated from the beginning of that billing period. After any free membership period, we automatically renew your WPgonow monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to WPgonow on your behalf. Automatic renewal occurs on the first day after the expiration date.

If you have an WPgonow paid membership plan and your Account is suspended, then your Account will be downgraded to a free membership plan at the next membership renewal. If your Account is reinstated after the downgrade, we may resubscribe you to the WPgonow Paid plan at the time of reinstatement and charge you the applicable membership fee. You may change your Employer / Client Membership Plan at any time pursuant to Section 3.3.

3.3 Changes to Membership Plans

If you change your Employer / Client Membership Plan, the new program and new billing period will be based upon the date we receive payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period. WPgonow reserves the right to modify its Employer / Client Membership Plans at any time, upon reasonable notice posted in advance on the Site.

For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

  1. Payment Processing Fees Charged to Employer / Client

Regardless of the type of Payment Method used and Membership Plan selected, we may charge Clients a Payment Processing Fee (defined below) as described in this Section 4.

WPgonow may chargee Employers / Clients on WPgonow a payment processing and administration fee of 3% on each payment made by the Employer / Client through WPgonow (the “Payment Processing Fee”).

If payments made by an Employer / Client are released to the Employer / Client Escrow Account for any reason or refunded by a WordPress Experts / Freelancer, the Payment Processing Fee will not be refunded.

  1. Authorization for Automatic Payment of Recurring Client Fees

You must pay the Employer / Client Membership Plan fees, if any, through your WPgonow Account. Each Employer / Client Membership Plan fee, if any, and each Flat Payment Processing Fee, if applicable, covers a monthly billing period beginning on the date that you first make payment and ending one month later. You irrevocably authorize and instruct us to automatically charge the fees for the Employer / Client Membership Plan, if any, to your Employer / Client Escrow Account at the beginning of each billing period. This authorization will remain in full force and effect until you change your settings in your Profile to change your Employer / Client Membership Plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

You can switch between Employer / Client Membership Plans at any time, but you will not receive a refund or a credit for any of the Employer / Client Membership Plan fee for a given month if you downgrade your membership, including by switching to a free Employer / Client Membership Plan, before the end of a billing period. However, if you switch to a free Employer / Client Membership Plan, you will still have your paid Employer / Client Membership Plan until the end of the billing period.

  1. Authorization for ACH Debits and Credits

If and to the extent permitted by WPgonow in its sole discretion, Users may pay WordPress Experts / Freelancer Fees, Membership Fees, fees for Client Membership Plans, Payment Processing Fees, and other fees owed under the Terms of Service from their designated credit card, debit card, PayPal account or bank accounts. Subject to WPgonow’s eligibility requirements, if you elect to pay WordPress Experts / Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 5 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 6.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 6. However, we assume no responsibility for our failure to do so.

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

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Employer / Client Escrow Account, as applicable.

(e) the Employer / Client uses a U.S. bank account as a Payment Method for the payment.

If payments made by an Employer / Client are released to the Employer / Client Escrow Account for any reason or refunded by a WordPress Experts / Freelancer, the Payment Processing Fee will not be refunded.

  1. Authorization for Automatic Payment of Recurring Client Fees

You must pay the Employer / Client Membership Plan fees, if any, through your Employer / Client Escrow Account. Each Employer / Client Membership Plan fee, if any, and each Flat Payment Processing Fee, if applicable, covers a monthly billing period beginning on the date that you first make payment and ending one month later. You irrevocably authorize and instruct WPgonow Escrow to automatically charge the fees for the Employer / Client Membership Plan, if any, to your Employer / Client Escrow Account at the beginning of each billing period. This authorization will remain in full force and effect until you change your settings in your Profile to change your Employer / Client Membership Plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

You can switch between Employer / Client Membership Plans at any time, but you will not receive a refund or a credit for any of the Employer / Client Membership Plan fee for a given month if you downgrade your membership, including by switching to a free Employer / Client Membership Plan, before the end of a billing period. However, if you switch to a free Employer / Client Membership Plan, you will still have your paid Employer / Client Membership Plan until the end of the billing period.

  1. Authorization for ACH Debits and Credits

If and to the extent permitted by WPgonow in its sole discretion, Users may pay WordPress Expert / Freelancer Fees, Membership Fees, fees for Employer / Client Membership Plans, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to WPgonow’s eligibility requirements, if you elect to pay WordPress Experts / Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize WPgonow Escrow to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 5 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 5.

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

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

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Employer / Client Escrow Account, as applicable.

WordPress Expert / Freelancer Membership Agreement

Effective November 24, 2019

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

  1. PARTIES

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

If you reside in the United States, you are entering into this Agreement with WPgonow, LLC.

  1. WORDPRESS EXPERT / FREELANCER MEMBERSHIP PROGRAMS

WPgonow offers several membership programs for WordPress Expert / Freelancers and Agencies. For purposes of this Agreement, “Member” or “you” means a WordPress Expert / Freelancer or Agency participating in a membership program or that uses WPgonow’s Services.

Each membership program includes a certain number of “Bids” in “Bid Packs” which reserve monthly capacity for you to submit proposals for Employers’ / Clients’ posted Projects / Jobs, as described on the Site. If your membership program does not include Bids or your membership otherwise gives to the right to purchase additional Bids / Bid Packs, you may do so for the price advertised on the Site at the time of the purchase, subject to a cap determined by your membership program, if applicable. Bids / Bid Packs that you do not use will be rolled over to the next month as described on the Site. The conditions under which unused Bids or Bid Packs will rollover into the next month may vary from time to time and will depend on your membership program.

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

  1. TAXES

Where applicable, WPgonow, LLC, or WPgonow Escrow (powered by Stripe) may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Bids or Bid Packs.

  1. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your WPgonow membership fees and Bids and Bid Packs through your WPgonow Account. The membership billing period begins on the date that we receive payment. WPgonow membership fees are calculated from the beginning of that billing period. WPgonow may automatically renew your WPgonow membership, and you irrevocably authorize and instruct us to make the required payments to WPgonow on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

  1. CHANGES TO MEMBERSHIP PROGRAM

You can change your membership at any time, including by moving to an unpaid plan, by going to the Site. If you change your membership, the new program and new billing period will be based upon the date WPgonow receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership as described in this Agreement. WPgonow reserves the right to modify its memberships / membership programs at any time, upon reasonable notice posted in advance on the Site.

For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

Proprietary Rights Infringement Reporting Procedures

Effective November 24, 2019

WPgonow, LLC. (“WPgonow”, “our”, “us” or “we”) provides these Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at wpgonow.com and app.wpgonow.com. These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.

If you are a proprietary rights owner and you believe someone is using WPgonow to infringe your proprietary rights, you may provide WPgonow with the notice described below (the “Notice”) to WPgonow’s Legal Department by email to support@wpgonow.com. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3) (“DMCA“). The Legal Department is WPgonow’s designated agent under the DMCA.

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

Please include the following items in your Notice, and number them as follows:

  1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
  2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
  3. Identify yourself by name. Provide your address, telephone number, and email address.
  4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
  5. Include the following statement: “I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
  6. Include the following statement: “The information in this notice is accurate.”
  7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
  8. Sign and date the Notice.

The owner or administrator of the allegedly infringing material may provide WPgonow with a Counter Notice by email to support@wpgonow.com. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

In response to a Counter Notice, WPgonow may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.

Please include the following items in your Counter Notice, and number them as follows:

  1. Identify the website, webpage, posting, profile, feedback, or other material that WPgonow has removed or to which WPgonow has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
  2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
  3. Include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Danbury, Fairfield County, Connecticut, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign and date the Counter Notice.

Please bear in mind that WPgonow cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.

Site Terms of Use

Effective November 24, 2019
  1. INTRODUCTION

The WPgonow Site Terms of Use describe when and the conditions under which you are allowed to access or use the Site (defined in Section 5 below). Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site or use the Public Site Services (defined in Section 5 below) (“you” or “Site Visitors”). If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Service when prompted on the Site.

  1. LICENSES AND THIRD-PARTY CONTENT

2.1 WPGONOW’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

Section 2.1 discusses the rights we give to you to allow you to use the Site, as detailed below:

As we describe in this Section 2.1, WPgonow grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.

2.2 TERMINATION OF THE LIMITED SITE LICENSE

Section 2.2 explains that we can stop allowing you to use the Site, as detailed below:

WPgonow may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon WPgonow providing such notice.

2.3 WPGONOW’S INTELLECTUAL PROPERTY

Section 2.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:

WPgonow and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The WPgonow logos and names are trademarks of WPgonow and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any WPgonow Marks.

2.4 YOUR INTELLECTUAL PROPERTY

2.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF WPGONOW

Section 2.4.1 explains that you are solely responsible for your use of the Site and any content you post on the Site, and that if someone makes a claim against WPgonow because of your content that you will pay WPgonow for our fees and expenses, as detailed below:

When you post User Content on the Site or through the Site Services or provide WPgonow with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not WPgonow, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless WPgonow, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) 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 relating to or arising out of any User Content you post.

2.4.2 YOUR RIGHTS AND LICENSE TO WPGONOW AND OTHER SITE VISITORS

Section 2.4.2 explains that by posting content on the Site, you give others certain limited rights to that content, as detailed below:

You retain all ownership rights in any User Content you post on WPgonow. To the extent permitted by applicable law, you also grant to WPgonow and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and WPgonow’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

2.4.3 YOUR COMMENTS AND IDEAS

Section 2.4.3 explains when you can and what happens if you send your ideas to WPgonow, as detailed below:

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place WPgonow under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, WPgonow does not waive any rights to use similar or related ideas, including those known or developed by WPgonow or obtained from sources other than you.

2.5 THIRD-PARTY INTELLECTUAL PROPERTY

Section 2.5 explains that third parties, including other Users, are responsible for content posted or linked on the Site, as detailed below:

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of WPgonow. WPgonow neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than WPgonow’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

2.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Section 2.6 explains what to do if you think content on the Site infringes your rights, as detailed below:

WPgonow is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the “DMCA“) by complying with WPgonow’s Proprietary Rights Infringement Reporting Procedures.

  1. PERMITTED SITE USES

Section 3 explains how you are allowed to use the Site, as detailed below:

WPgonow offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. WPgonow makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through escrow, and receive and provide WordPress Expert / Freelancer Services. In addition, certain Visitor Site Services, such as the WPgonow Blog, provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

  1. PROHIBITED SITE USES

Section 4 explains uses of the Site that are not allowed, as detailed below:

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

4.1 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

  • Seeking, offering, promoting, or endorsing and services, content, or activities that:
    • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
    • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
    • would violate (a) WPgonow’s Terms of Service, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
    • regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead readers for financial or other gain;
    • regard or promote in any way any escort services, prostitution, or sexual acts; or
    • are harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
  • Fraudulent or misleading uses or content, including:
    • fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate records, (ii) reporting, recording, or otherwise charging or requesting payment from Employers / Clients for any work that was not actually worked, or (iii) reporting, recording, or otherwise billing work for any work that was worked by another person as hours worked by you in a way that is misleading or false;
    • misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
    • using a profile photo that misrepresents your identity or represents you as someone else;
    • impersonating any person or entity, including, but not limited to, an WPgonow representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
    • falsely stating or implying a relationship with another User, including an Agency continuing to use a Freelancer’s profile or information after the Freelancer no longer works with the Agency;
    • falsely attributing statements to any WPgonow representative, forum leader, guide or host;
    • Falsely stating or implying a relationship with WPgonow or with another company with whom you do not have a relationship;
    • allowing another person to use your account, which is misleading to other Users; or
    • falsely stating that one WordPress Expert / Freelancer will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a WordPress Expert / Freelancer that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  • Posting identifying information concerning another person;
  • Spamming other Users with proposals or invitations or posting the same job multiple times so that more than one version remains active at a given time;
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
  • Requesting or demanding free services, including requesting WordPress Experts / Freelancers to submit work as part of the proposal process for very little or no money or posting contests in which WordPress Experts / Freelancers submit work with no or very little pay, and only the winning submission is paid the full amount;
  • Requesting a fee before allowing a User to submit a proposal;
  • Attempting to or actually manipulating or misusing the feedback system, including by:
    • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
    • attempting to coerce another User by threatening to give negative feedback;
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system;
    • providing anything of value to any person (including to a third-party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
    • offering services for the sole purpose of obtaining positive feedback of any kind;
  • Duplicating or sharing accounts;
  • Selling, trading, or giving an account to another person without WPgonow’s consent;
  • Sharing or soliciting contact information, such as email, phone number, or Skype ID, in a profile or job post;
  • Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on WPgonow to recruit WordPress Experts / Freelancers and/or Employers / Clients to join an Agency or another website or company;
    • interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site;
    • bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
    • attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
    • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
    • attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
    • collecting or harvesting any personally identifiable information, including Account names, from the Site;
    • attempting to or imposing an unreasonable or disproportionately large load (as determined in WPgonow’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of WPgonow or any third party;
    • accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
    • framing or linking to the Site or Site Services except as permitted in writing by WPgonow
  • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or WPgonow’s proprietary information, including:
    • attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or WPgonow; or
    • accessing or using the Site or Site Services to build a similar service or application, identify or solicit WPgonow Users, or publish any performance or any benchmark test or analysis relating to the Site.

4.2 ENFORCEMENT

We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 4 or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. 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 these Terms of Use or the User Agreement.

4.3 REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

  1. DEFINITIONS

Section 5 gives you some definitions of capitalized terms that appear in the Site Terms of Use but other capitalized terms are defined above or in the User Agreement, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below have the meanings described in the Terms of Service.

Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with WPgonow.

Employer / Client” means any authorized User utilizing the Site to seek and/or obtain WordPress Expert / Freelancer Services from another User.

WordPress Expert / Freelancer” means any authorized User utilizing the Site to advertise and/or provide WordPress Expert / Freelancer Services to Employers / Clients, including WordPress Experts / Freelancer Accounts that are Agency Accounts or, if applicable, Agency Members. A WordPress Expert / Freelancer is a customer of WPgonow with respect to use of the Site and Site services.

“WordPress Expert / Freelancer Services” means any services provided by WordPress Experts / Freelancers.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become an User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

Site means, collectively, our website located at www.wpgonow.com, app.wpgonow.com, all affiliated websites and applications, including mobile websites and WPgonow Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).

Site Services” means, collectively, all services (except the Freelancer Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all WPgonow Mobile Applications.

WPgonow Mobile Applications” means all mobile applications published by WPgonow or our Affiliates for access to or use of the Site or any Site Services.

User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to WPgonow, including such information that is posted as a result of questions.

You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.

WPgonow Software License Agreement

Effective November 24, 2019

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and WPgonow, LLC and its affiliates (“WPgonow”, “we”, or “us”). This EULA governs your use of the WPgonow software and any third party software that may be distributed therewith (collectively the “Software”). WPgonow agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreements with us concerning your use of the WPgonow.com website (the “Site”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the WPgonow Terms of Service (the “Terms of Service”). Please also see the WPgonow Privacy Policy (the “Privacy Policy”) at https://wpgonow.com/privacy-policy. Capitalized terms not defined in this EULA are defined in the Terms of Service.

  1. CONDITIONAL LICENSE

1.1. License Grant:

Subject to your compliance with the terms and conditions of this EULA, WPgonow grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.

1.2. Restrictions on Use:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of WPgonow. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.

1.3. Intellectual Property Rights:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to WPgonow or its licensors or third party providers. You acknowledge that WPgonow or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by WPgonow, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

  1. DISCLAIMER OF WARRANTIES

2.1. “As Is”; No Warranty:

THE SOFTWARE IS PROVIDED BY WPGONOW AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. WPGONOW EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. WPGONOW DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

2.2. Privacy Disclaimer:

TO THE FULLEST EXTENT PERMITTED BY LAW, WPGONOW DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

2.3. Jurisdictional Limitations:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

2.4. Survival of Disclaimer:

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

  1. LIMITATION OF LIABILITY

3.1. Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL WPGONOW, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF WPGONOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3.2. Damages Cap:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, WPGONOW’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY WPGONOW.

  1. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless WPgonow and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. WPgonow reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

  1. PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to WPgonow. These Screenshots may be displayed in the WPgonow workspace when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to WPgonow, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to WPgonow, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that WPgonow is not liable to you for security breaches resulting from your use of the Software or otherwise.

  1. NO NOTICE OF UPDATES.

WPgonow reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. WPgonow also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

  1. EXPORT CONTROLS.

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

  1. TERM AND TERMINATION:

8.1. Termination:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by WPgonow or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from WPgonow if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to WPgonow that all copies have been destroyed.

8.2. Survival of Termination:

Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit WPgonow’s other rights it may have by law.

  1. MISCELLANEOUS PROVISIONS.

9.1. Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

9.2. Audit.

You agree that, on WPgonow’s request, you will certify in writing your compliance with the terms of this EULA.

9.3. Assignment.

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of WPgonow, at our sole discretion. Notwithstanding the foregoing, WPgonow may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

9.4. Entire Agreement.

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

WPgonow Mark Use Guidelines

Effective November 24, 2019

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

  1. WPGONOW MARKS

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

WPgonow

WPgonow App Logo

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

  1. USE OF WPGONOW LOGO MARKS

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

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

  1. USE OF OTHER WPGONOW MARKS

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

Descriptive use includes instances where you are referring to WPgonow or WPgonow services, such as “I registered on WPgonow’s website today”, or “WPgonow services have saved my company money.”

Keep these principles in mind as well:

  • Your use should never mislead anyone to believe WPgonow sponsorship, affiliation, or endorsement of your company, products, or services exists when it does not.
  • When referring to WPgonow, use the WPgonow name in a plain text font and format only.
  • WPgonow always appears as “WPgonow”. In legal references it may be referred to as “WPgonow” without the italics.
  1. PROHIBITED USE OF WPGONOW MARKS

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

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

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

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

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

Optional Project / Job / Service Contract Terms

Effective November 24, 2019

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

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

  1. PARTIES

Employer / Client and WordPress Expert / Freelancer identified on the Site under the Project / Job / Service Contract are the parties to the Project / Job / Services Contract. The address of each party is the address entered under the tax information on the Site. WPgonow is not a party to the Project / Job / Service Contract.

  1. SERVICES

Employer / Client and WordPress Expert / Freelancer agree that the WordPress Expert / Freelancer is performing services as an independent contractor and that WordPress Expert / Freelancer is not an employee or agent of Employer / Client. WordPress Expert / Freelancer will perform the WordPress Expert / Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the WordPress Expert / Freelancer Services will be determined and controlled solely by WordPress Expert / Freelancer, which is engaged by Employer / Client as an independent contractor.

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

  1. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform WordPress Expert / Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Project / Job / Services Contract remains responsible for the quality of the services.

  1. CLIENT PAYMENTS AND BILLING

WordPress Expert / Freelancer agrees to accurately report any work done under the Account of the User that worked, including, if applicable, Agencies billing their Employers / Clients for any work done by Agency Members.

  1. TERMINATION OF A PROJECT / JOB / SERVICE CONTRACT

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

  1. INTELLECTUAL PROPERTY RIGHTS

6.1 THIRD-PARTY RIGHTS

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

6.2 BACKGROUND TECHNOLOGY

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

6.3 EMPLOYER / CLIENT MATERIALS

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

6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

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

6.5 LICENSE TO BACKGROUND TECHNOLOGY

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

6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS

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

6.7 ASSISTANCE

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

  1. CONFIDENTIAL INFORMATION

7.1 CONFIDENTIALITY

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

7.2 RETURN

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

7.3 PUBLICATION

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

7.4 IMMUNITY

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

  1. DEFINITIONS

The following capitalized terms have the following meanings:

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

Employer / Client” means any person who entered into a Project / Job / Service Contract to obtain WordPress Expert / Freelancer Services from a WordPress Expert / Freelancer.

Employer / Client Deliverables” means requests, intellectual property, and any other information or materials that a WordPress Expert / Freelancer receives from an Employer / Client to perform WordPress Expert / Freelancer Services.

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

Confidential Information” means Employer / Client Deliverables, WordPress Expert / Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Project / Job / Service Contract or to perform or assist in performing WordPress Expert / Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of WordPress Expert / Freelancer or Employer / Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

Engagement” means an engagement for WordPress Expert / Freelancer Services that a WordPress Expert / Freelancer provides to an Employer / Client under a Project / Job / Service Contract on the Site.

Escrow Instructions” means the Fixed-Price Escrow Instructions.

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

WordPress Expert / Freelancer” means any person who entered into a Project / Job / Service Contract to perform WordPress Expert / Freelancer services for an Employer / Client.

WordPress Expert / Freelancer Deliverables” means requests, intellectual property, and any other information or materials that an Employer / Client receives from a WordPress Expert / Freelancer for a particular Project / Job / Service Contract.

WordPress Expert / Freelancer Fees” means: for a Fixed-Price Contract, the fixed fee agreed between an Employer / Client and a WordPress Expert / Freelancer; and (c) any other payments made by a Employer / Client.

WordPress Expert / Freelancer Services” means all services performed for or delivered to Employer / Clients by WordPress Expert / Freelancers.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

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

Project / Job / Service Contract” means, as applicable, (a) the contractual provisions between an Employer / Client and a WordPress Expert / Freelancer governing the WordPress Expert / Freelancer Services to be performed by a WordPress Expert / Freelancer for Employer / Client for an Engagement.

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