General Escrow Instructions

These General Escrow Instructions hereby incorporate by reference all terms, conditions rules, policies and
guidelines on the Site, including the Elance Terms of Service (“Terms of Service”). Capitalized terms not
defined in these General Escrow Instructions are defined in the Terms of Service.
These General Escrow Instructions are effective as of October 29, 2010. Your continued use of the Site after
such time will signify your acceptance of these General Escrow Instructions. We reserve the right to modify
the provisions in these General Escrow Instructions without prior notice to you, so please check back often
for updates.

These General Escrow Instructions govern an Escrow established by Client and Provider pursuant to the
Member Contract they have jointly agreed to on the Site. The “Escrow Instructions” are comprised of these
General Escrow Instructions, the Elance Terms of Service, and the Member Contract. Client and Provider
are deemed to have executed the Escrow Instructions pursuant to the federal Electronic Signatures in
Global and National Commerce Act (the E-Sign Act) (15 U.S.C. Sec. 7001, et seq.), by clicking to accept the
Member Contract or clicking to fund Escrow at the Site, and doing so constitutes an acknowledgement that
you are able to electronically receive, download, and print the Escrow Instructions. By clicking to accept an
Escrow Job, Client has agreed automatically to the Escrow Instructions effective when Provider clicks to
Accept the Job. By clicking to Accept an Escrow Job, Provider has agreed automatically to the Escrow
Instructions. All references to the Escrow in these General Escrow Instructions will include the initial Funding
Approval and any additional Funding Approval for the Job.
The direct provider of the escrow services pursuant to the Escrow Instructions is Elance Escrow Corporation,
a Delaware corporation (“EEC”). EEC is a wholly-owned corporate subsidiary of Elance. EEC is licensed as
an Escrow Agent by the Department of Corporations, State of California, License No. 963 5086. Client and
Provider hereby employ, authorize, and instruct EEC to act as Escrow Holder and Escrow Agent in
connection with the applicable Job to provide for the retention, administration, and controlled release of the
escrowed funds in accordance with the Member Contract and subject to and conditioned on the Escrow
Instructions. You authorize EEC to disburse to Elance amounts released from Escrow pursuant to the
Escrow Instructions in payment of Service Fees payable to Elance pursuant to the Elance Terms of Service
or other deductions provided in these General Escrow Instructions.
Throughout these General Escrow Instructions, the terms “Elance,” “us,” and “we” are intended to mean
both EEC and Elance unless the context otherwise requires.

FUNDING ESCROW
When Client Submits a Funding Approval on the Site, Client irrevocably authorizes Elance to use the
Payment Service to charge Client's Account and, as appropriate, Client's credit card, bank, or PayPal in the
amount of the applicable Funding Approval, and deposit any amounts collected thereby into an Escrow
Account for the Job. Once Elance has charged the payment method, such charge is non-refundable except
pursuant to these General Escrow Instructions and the Dispute Resolution Process. Client agrees not to
ask its credit card company or payment method or bank to charge back any amount to Elance for any
reason. If Elance cannot collect such amount for any reason, Elance has no obligation with respect to the
creation or funding of the Escrow or any addition to such Escrow. Unless and until Client submits the initial
Funding Approval with Elance, Elance has no obligation with respect to the Escrow. OTHER THAN
CHARGING CLIENT'S ACCOUNT AND, AS APPROPRIATE, CLIENT'S CREDIT CARD, BANK, OR
PAYPAL, ELANCE HAS NO OBLIGATION WITH RESPECT TO THE CREATION OR FUNDING OF THE
ESCROW OR ANY ADDITION TO SUCH ESCROW.
Client's Submission of Funding Approval for an Escrow constitutes Client's agreement to pay the
amounts that Client authorizes Elance to charge against Client's Account and, as appropriate,
Client's credit card, bank, or PayPal. Such payments, once authorized, are final, and Elance will
release amounts in the Escrow only pursuant to the Escrow Instructions.

USE OF FUNDS IN ESCROW ACCOUNT

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Elance uses funds deposited in the Escrow Account only in accordance with the Escrow Instructions. Elance
will not voluntarily make funds deposited in the Escrow account available to its creditors in the event of a
bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d), Elance
shall hold only legal title to, and not have any equitable interest in, the Escrow Account and any funds in it.
These General Escrow Instructions are supplementary to the Member Contract, the Elance Terms of
Service, and to any other agreement between Client and Provider concerning the Job, as provided in 11
United States Bankruptcy Code, Section 365(n).

ESCROW ACCOUNT DEPOSIT

Elance deposits and maintains all funds in the Escrow Account in a bank insured by the Federal Deposit
Insurance Corporation and approved to receive escrow funds under applicable laws and regulations. You
agree that you will not receive interest or other earnings on the funds in the Escrow Account. Elance may
earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking
services or other compensation in respect of any balances in Escrow Accounts.

ESCROW STATUS
Client and Provider may access current information regarding the status of the Escrow on the Site.

RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Elance is authorized to and will release applicable portions of the Escrow Account (each portion a "Release")
to Provider or Client only pursuant to one or more Release Conditions provided below. Provider and Client
authorize Elance to use the Payment Service to deliver the amount of any Release, and to withhold from
Provider those amounts Elance is entitled to withhold pursuant to the Payment Service.

Release Conditions
As used in these General Escrow Instructions, "Release Conditions" means any of the following:

1. Client or Provider has approved the other party’s Release request on the Site

2. Client or Provider has failed to timely submit Contrary Instructions to the other party’s Release
request pursuant to the Dispute Resolution Process

3. Client has failed to timely approve or dispute payment for a Release request under an Escrow
Fixed Price Job pursuant to the Billing and Payment Service Policy

4. Client and Provider have delivered joint written instructions to Elance authorizing a Release

5. Client or Provider has failed timely to submit to binding arbitration requested by the other pursuant
to the Dispute Resolution Process

6. Client and Provider have failed to initiate arbitration for an unresolved dispute by the Limitations
Date in accordance with the Dispute Resolution Process

7. An Escrow Account becomes Dormant as described in these General Escrow Instructions

8. The final binding award of a duly appointed arbitrator from which appeal is not taken

9. The final binding order of a court of competent jurisdiction from which appeal is not taken

10. Client or Provider has failed to timely respond to an Elance Dispute Assistance notification,
Arbitration initiation notification, or otherwise failed to comply with the Dispute Resolution Process

Service Fees; Payment Processing Fees

When Client pays or releases escrow funds to a Provider through the Site, Elance deducts certain Service
Fee and Payment Processing Fees.

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ESCROW DISPUTES
For any dispute arising between Client and Provider regarding an Escrow (excluding disputes involving
claims for injunctive or other equitable relief), the Client and Provider will pursue resolution of the dispute in
accordance with the Dispute Resolution Process.

Escrow During Dispute Resolution Process

During the Dispute Resolution Process, Elance will continue to hold the Escrow pending a Release
Condition.

RELEASE OF ESCROW ACCOUNT

Upon any Release, the Escrow will terminate as it relates to the portion of the Escrow Account so released.
Upon Release of Escrow funds for the final milestone the entire Escrow Account will terminate.

Releases are Final

Your approval of a Release of any amount in the Escrow Account constitutes your agreement to
release such amounts from the Escrow. Any such release is final (except when subject to a good
faith dispute in accordance with the procedures described in the Dispute Resolution Process).

ESCROW AGENT DUTIES

Elance undertakes to perform only such duties as are expressly set forth in the Escrow Instructions and no
other or further duties will be implied. Elance has no liability under and no duty to inquire as to the provisions
of any agreement other than the Terms and the Escrow Instructions. Elance will be under no duty to inquire
into or investigate any agreement or communication between Client and Provider, even if uploaded to the
Site. Elance has the right to rely upon, and will not be liable for acting or refraining from acting upon, any
written notice, instruction, or request furnished to it in accordance with these General Escrow Instructions, if
Elance reasonably believes that such notice, instruction, or request is genuine and that it is signed or
presented by the proper party or parties. Elance has no duty to inquire into or investigate the validity,
accuracy or content of any such document. Elance has no duty to solicit any payments or Releases which
may be due to or from any Escrow Account. Elance may execute any of its powers and perform any of its
duties under the 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 it. Elance will not be liable for anything done, suffered or omitted in
good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled
persons. If Elance is uncertain as to its duties or rights hereunder or receives instructions, claims or
demands from any party hereto which, in its opinion, conflict with any of the provisions of the Escrow
Instructions, Elance will be entitled to refrain from taking any action and its sole obligation will be to keep
safely all property held in Escrow until it is directed otherwise in writing by Client and Provider or by a final
order or judgment of an arbitrator or court of competent jurisdiction.

ESCROW AGENT RIGHTS

Elance has the right in its sole discretion but not the obligation to institute Arbitration in accordance with the
foregoing, or to institute any other legal proceedings including depositing funds held in Escrow with a court
of competent jurisdiction, to resolve any dispute between Client and Provider related to an Escrow. Any
provision of these General Escrow Instructions to the contrary notwithstanding, and regardless whether
Elance is identified as a party in interest in any dispute, arbitration or other legal proceeding, nothing herein
will be construed to limit Elance’s legal and equitable rights, including but not limited to depositing funds held
in Escrow with a court of competent jurisdiction. In case of fraud, Elance has the right to Release funds held
in Escrow to the defrauded party. Any corporation or association into which Elance may be merged or
converted or with which it may be consolidated, or any corporation or association to which all or substantially
all the escrow business of Elance may be transferred, will succeed to all the rights and obligations of Elance
as escrow agent under these General Escrow Instructions without further act.

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TERM AND TERMINATION OF ESCROW
The Escrow will terminate automatically upon Release of all funds in the Escrow Account. Elance reserves
the right to terminate the Escrow, for any reason, by providing Client and Provider 20 days written notice.

Survival of Terms Following Termination

Upon termination of the Escrow, the remaining provisions of the Elance Terms of Service will survive,
including, without limitation, obligations to pay Elance any amounts, provisions concerning dispute resolution,
limitation of liability, and indemnification obligations.

MISCELLANEOUS ESCROW TERMS AND CONDITIONS

Notice of Requested Order
If Provider or Client intends to obtain an order from any arbitrator or any court, which order might direct
Elance to take, or refrain from taking any action with respect to the Escrow, that party will: (1) give Elance at
least five business days prior notice of the hearing; (2) include in any such order a provision that, as a
precondition to Elance's obligation, Elance be paid in full for any amounts to which Elance would otherwise
be entitled; and (3) be paid for the reasonable value of the services to be rendered pursuant to such order.

No Third-Party Rights
The Escrow Instructions are intended solely for the benefit of Client, Provider, Elance, and their respective
permitted successors and assigns, and no other person or entity has or acquires any right by virtue of the
Escrow Instructions unless otherwise expressly agreed to in writing by Client, Provider, and Elance.

Dormant Escrow Accounts

For purposes of determining Dormant status, “activity” means business term or milestone updates or
requests, Escrow Funding, Escrow Release, Escrow Refunds, Funding requests, Release requests, Job
Cancellation requests, Timesheet submittals, Status Report submittals, or actions under the Dispute
Resolution Process.
Effective February 20, 2010, if an Escrow Account has a balance but has had no activity for sixty (60)
consecutive days after the last milestone date contained in the business terms, then such Escrow Account
will be placed on “Dormant” status. Balances in Dormant Escrow Accounts shall be subject to the following
rules:
Elance will notify Client by their registered email address when Escrow Accounts become Dormant
(“Dormant Date”).
If no activity, other than Release requests, has occurred within seven (7) days after the Dormant
Date, Elance will notify the Provider by their registered email address that the Escrow Account is
Dormant.
If no activity, other than Release requests, has occurred within a further seven (7) days (fourteen
(14) days from the Dormant Date), (i) milestones with Release requests that are thirty (30) days or
older shall be immediately released to Provider; (ii) milestones with Release requests younger than
thirty (30) days shall be released to the Provider in thirty (30) days from the date of the applicable
Release request; (iii) milestones with no prior Release requests will be immediately released to the
Client.
All payments under this Section, Dormant Escrow Accounts, shall be subject to the applicable Elance
Service Fee and Payment Processing Fee described in the User Agreement for Providers or a fee of 2.75%
of the payment for Clients.

Successors and Assigns

These General Escrow Instructions are binding upon and inure to the benefit of the successors and assigns
of Client, Provider, and Elance. However, Elance has no obligation in performing the Escrow Instructions, to
recognize any successor or assign of Client or Provider unless Elance receives clear, authoritative, and
conclusive written evidence of the change of such parties.

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CONTACTING US
If you wish to report a violation of the Terms of Service, have any questions or need assistance, please
contact Elance Customer Support as follows:
Web Support: http://www.elance.com/service
Email: [email protected]
Phone: (Mon-Fri, 8 a.m. - 5 p.m. Pacific Time): 1-877-4-ELANCE (1-877-435-2623)
Online Help Topics: http://www.elance.com/help

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