Terms of Service Agreement

Please review carefully the terms and conditions set forth below before using the GetaElance.com website.

Welcome to GetaElance.com

The following Terms of Service are contractual agreement between you and GetaElance. The Terms of Service together with the Site Policies are collectively referred to as the "Terms of Service". By visiting or using the services available from the domain and subdomains of www.getaelance.com ( the "Site"), you are agreeing to be legally bound by these Terms of Service. GetaElance.com may amend or modify these terms and conditions from time to time in our sole discretion by updating this posting. Unless otherwise provided in such revisions, the revised terms will take effect when they are posted.

SITE SERVICES

GetaElance makes the Site available as an online workplace where clients for professional services ("Clients") and providers of professional services ("Providers") identify each other and work together online ("Jobs"). The Site contains features that enable Clients and Providers to do, among other things, the following:

Clients: Post Jobs and Requests for Proposals, identify, interview, negotiate terms, hire, manage engagements, rate and pay Providers.

Providers: Create profiles, advertise capabilities, submit proposals, interview, negotiate terms, get hired, manage engagements, invoice, get rated and receive payments from Clients.

REMOVAL FROM NETWORK

GetaElance.com reserves the right to terminate the participation of any member or site without reason but expressly including any member site that GetaElance.com judges to be in violation of the Terms and Conditions.

Members in violation of GetaElance.com's Terms and Conditions will be immediately deactivated. GetaElance.com may deactivate members with no prior notification. Members found in violation of the Terms and Conditions will not receive any credit or payment from GetaElance.com. Members that are terminated by GetaElance.com on any basis other than violation of these Terms and Conditions will be entitled to receive any payment due from GetaElance.com.

RELATIONSHIP BETWEEN CLIENTS AND PROVIDERS

Member Contracts

The dealing, contracting and fulfillment of a Job is between a Client and a Provider. Upon acceptance of a proposal, the Client agrees to purchase, and the Provider agrees to deliver, the Provider Services in accordance with the following agreements: (1) the agreement between Client and Provider including the proposal and Terms as accepted on the Site, (2) these Terms of Service, and (3) any other contract uploaded to the Site by the parties (collectively, the “Member Contract”). You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Member Contract in conflict with these Terms of Service is void. Client is responsible for managing, inspecting, accepting and paying for satisfactory Provider Services in accordance with the Member Contract in a timely manner. Provider is responsible for the performance and quality of the Provider Services in accordance with the Member Contract in a timely manner. Client and Provider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

Independent Contractors

Client and Provider each acknowledges and agrees that their relationship is that of independent contractors. The Provider shall perform the Provider Services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between Provider and Client or between GetaElance and any Provider or Client.

RELATIONSHIP WITH ELANCE

GetaElance Not a Party to Jobs

GetaElance is not a party to the dealing, contracting and fulfillment of a Job between a Client and a Provider, including the Provider Services. GetaElance has no control over and does not guarantee the quality, safety or legality of Provider Services advertised, the truth or accuracy of Job listings, the qualifications, background, or abilities of Members, the ability of Providers to deliver Provider Services, the ability of Clients to pay for Provider Services, or that a Client or Provider can or will actually complete a transaction.

All rights and obligations for the purchase and sale of Provider Services are solely between Client and Provider. Client and Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Member Contracts and any other terms, conditions, representations, or warranties associated with such dealings.

Third-Party Beneficiary of Member Contract

Client and Provider each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Member Contract. Client and Provider therefore appoint GetaElance a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, GetaElance by these Terms of Service. Client and Provider further agree that GetaElance has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as GetaElance in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site.

No Agency

Terms of Service and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and GetaElance except and solely to the extent expressly stated.

GetaElance FEES

Service Fee and Payment Processing Fee. When Client pays a Provider or releases escrow funds to a Provider through the Site, GetaElance deducts the following amounts: (1) the “Service Fee” that GetaElance earns for creating, hosting, maintaining, and providing the Site, and for all services delivered by GetaElance that are accessible through the Site, and (2) the “Payment Processing Fee” to cover expenses and fees GetaElance incurs to banks, credit card companies, PayPal, and payment processors. After deducting such amounts, GetaElance transfers the remaining payment amount to the Provider. The total amount of the Service Fee plus the Payment Processing Fee deducted by GetaElance varies according to the Provider’s volume of Provider Services, as detailed on the Site.

Membership Fee. Providers can choose various membership programs to subscribe to different levels of participation on the Site, as detailed in Provider Membership and on the Site.

MEMBER ELIGIBILITY AND OBLIGATIONS

To access Site Services through our Site, you must be a legal entity, or an individual in business 18 years or older who can form legally binding contracts. To register for an Account with GetaElance and become a Member, you must accept all of the terms and conditions in, and linked to, these Terms of Service. By becoming a Member, you agree to: (a) abide by the GetaElance Terms of Service and the processes, procedures, and guidelines described throughout the Site; (b) be financially responsible for your use of the Site and the purchase or delivery of Provider Services; and (c) perform your obligations as specified by any Terms that you accept, unless such obligations are prohibited by law or by the GetaElance Terms of Service. GetaElance reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone.

TERM; TERMINATION AND SUSPENSION

These Terms of Service shall become effective as your contractual agreement upon your acceptance or your use of the Site, and shall continue until your Account is terminated by GetaElance or you as provided for under the terms of this Section.

Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and (i) GetaElance shall continue to perform those GetaElance Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to GetaElance for any Site Services and to any Providers for any Provider Services.

Any termination of an Account will automatically lead to the termination of all related Team Accounts and any termination of a Team Account gives GetaElance the right to terminate any or all related Accounts and Team Accounts.

Without limiting GetaElance's other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Job, and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for GetaElance or are contrary to the interests of the Site or the GetaElance user community. Once indefinitely suspended or terminated, you must not continue to use the Site under the same Account, a different Account, or reregister under a new Account.

In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

Without limiting GetaElance's other remedies, to the extent you engage in actions or activities which circumvent the GetaElance Site or otherwise reduce fees owed GetaElance under these Terms of Service, you must pay GetaElance for all fees owed to GetaElance and reimburse GetaElance for all losses and costs (including any and all GetaElance employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

GetaElance reserves the right to terminate any User access, Account or Job for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. We will notify you if we cancel your membership, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification.

When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and proposals. The sections entitled "RELATIONSHIP BETWEEN CLIENTS AND PROVIDERS," "RELATIONSHIP WITH GETAELANCE," "GETAELANCE FEES," "PERIOD OF EXCLUSIVITY," "THIRD-PARTY CONTENT," "LICENSES AND SITE ACCESS," "TERM; TERMINATION AND SUSPENSION" and "DISCLAIMERS, LIMITATIONS AND EXCLUSIONS," "NOTICES AND COMMUNICATIONS," "MISCELLANEOUS," "CERTAIN DEFINED TERMS," and the Site Policies entitled "Billing and Payment Service," "General Escrow Instructions," and will all survive termination of the contractual agreement between us.

Notification of GetaElance Members

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of Member Account status to all Members, including both yourself and other Members who are participating in Jobs with you. You therefore agree as follows: IF GETAELANCE SUSPENDS OR TERMINATES YOUR ACCOUNT OR JOB, GETAELANCE HAS THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER MEMBERS ENGAGED IN ACTIVE JOBS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT OR JOB STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

APPLICABLE LAW

Any dispute arising out of or in connection with these User Terms shall be governed by the laws of the Lucknow, India. You and GetAElance.com irrevocably submit to the non-exclusive jurisdiction of the courts of Lucknow, India. If any of the provisions of these terms and conditions of service are held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced.