Terms of Service

1. Introduction and Acceptance

Welcome to Corelance. These Terms of Service ("Terms") govern your access to and use of the Corelance platform, website, and services (collectively, the "Platform"). By creating an account or using the Platform, you agree to be bound by these Terms.

Corelance offers two distinct products under one account. The Marketplaceconnects companies ("Clients") seeking project-based work with independent contractors ("Freelancers") who provide professional services, with payments held in escrow. The Coreworkhuman resources information system (the "HRIS") is a software-as-a-service application that Clients use to recruit, hire, onboard, and manage their own W-2 employees. The Marketplace and the HRIS are legally distinct: the Marketplace concerns independent contractors coordinated by Corelance, while the HRIS is a tool a Client uses to manage the Client's own employees, as to whom the Client (not Corelance) is the sole employer.

Corelance is not an employment agency, does not employ Freelancers, and is not the employer, co-employer, joint employer, staffing agency, or professional employer organization (PEO) of any Client's employees. See Section 3 (Marketplace) and Section 4 (HRIS) for the precise role Corelance plays in each product.

If you do not agree to these Terms, do not use the Platform. We may modify these Terms in accordance with Section 18 (Amendments), and your continued use after the effective date of an update constitutes acceptance of the modified Terms.

2. Defined Terms

Capitalized terms used in these Terms have the meanings set out below. Other terms are defined where they first appear. Definitions apply equally to the singular and plural forms.

• Platform: the Marketplace and the HRIS, together with Corelance's related websites, applications, APIs, and services.
• Marketplace: the Corelance freelance marketplace through which Clients engage independent Freelancers coordinated by Corelance, with payments held in escrow.
• HRIS / Corework: the Corework human resources information system, the software-as-a-service application Corelance makes available for a Client's internal recruiting, hiring, onboarding, and human-resources management of the Client's own W-2 personnel and applicants.
• Client: a company or individual that uses the Platform to engage Freelancers, to manage employees in the HRIS, or both.
• Freelancer: an independent contractor engaged by Corelance to perform project-based professional services for a Client through the Marketplace.
• Employee: an individual whom a Client hires, employs, or manages as the Client's own W-2 employee using the HRIS. An Employee is not a Freelancer, and a Freelancer is not an Employee.
• Applicant: an individual who applies for, is considered for, or is recruited for employment by a Client using the HRIS.
• Employer of Record: the legal employer responsible for hiring, payroll, tax withholding and remittance, benefits, and employment decisions for an Employee. For all Employees managed in the HRIS, the Client is the sole Employer of Record.
• HR Data: all data, records, and content that a Client (or its Employees, Applicants, or authorized users) submits to or generates within the HRIS, including employee and applicant records, job postings, application materials, onboarding documents, and related personnel data.
• Personal Data: any information relating to an identified or identifiable natural person, as defined under applicable data protection laws (including the GDPR, the CCPA/CPRA, and comparable laws).
• Controller / Processor: the Controller determines the purposes and means of Processing Personal Data; the Processor Processes Personal Data on the Controller's documented instructions. With respect to HR Data Processed through the HRIS, the Client is the Controller and Corelance is the Processor.
• DPA: the Data Processing Addendum incorporated by reference into the Master Agreement, which governs Corelance's Processing of HR Data and other Client Personal Data as Processor.
• Master Agreement: the Corelance Master Platform Services Agreement that a Client executes during onboarding, which (together with its Statements of Work, Work Orders, and the DPA) governs the Client's commercial relationship with Corelance.

3. Marketplace: Platform Role and Relationship

3.1 Marketplace Only

Corelance provides a platform for Clients and Freelancers to connect, negotiate, and execute project-based engagements. Corelance is not a party to any service agreement between Clients and Freelancers. We do not control, and are not responsible for, the quality, timing, legality, or any other aspect of services provided by Freelancers.

3.2 Independent Contractor Status

Freelancers on the Marketplace are independent contractors, not employees of Corelance or any Client. Freelancers operate their own independent businesses, control their own schedules and methods, and may provide services to multiple clients simultaneously. Nothing in these Terms or on the Platform creates an employment, agency, joint venture, or partnership relationship.

3.3 Anti-Misclassification

The independent-contractor structure of the Marketplace is intentional and material. Clients must not treat Freelancers as employees. Without limitation, a Client shall not: set a Freelancer's fixed working hours; require attendance at internal meetings, training, or company events; include Freelancers in employee performance, disciplinary, or HR processes; issue employee badges, titles, or org-chart placement; require adherence to an employee handbook (except security and confidentiality policies necessary for the work); or otherwise hold a Freelancer out as the Client's employee. A Client may specify deliverables and outcomes, but not the manner, method, or timing by which a Freelancer performs. Violations may result in termination and the indemnification obligations in Section 14.

3.4 No Guarantees

Corelance does not guarantee the availability of projects, the quality of Freelancer work, the ability of Clients to pay, or any particular outcome from using the Marketplace. Users are responsible for their own due diligence.

4. Corework HRIS: Software Only, Client Is the Employer

4.1 Software-as-a-Service Only

The Corework HRIS is a software tool that helps a Client run its own recruiting, hiring, onboarding, and human-resources workflows for the Client's own W-2 personnel and applicants. Corelance provides the software and hosting only. Corelance is not the employer, co-employer, joint employer, staffing agency, or professional employer organization of any Employee or Applicant, and Corelance does not run payroll, withhold or remit taxes, administer benefits, or make any employment decision for any Client.

4.2 Client Is the Sole Employer of Record

For every Employee and Applicant managed in the HRIS, the Client is the sole Employer of Record. The Client alone is responsible for hiring, payroll, tax withholding and remittance, benefits, compensation, scheduling, supervision, discipline, promotion, and termination. Corelance has no authority over, and accepts no responsibility for, any of these matters.

4.3 Client Owns All Employment Decisions and Compliance

The Client is solely responsible for compliance with all employment, labor, wage-and-hour, anti-discrimination, immigration (including Form I-9 / E-Verify obligations), leave, workplace-safety, and recordkeeping laws applicable to its workforce, and for all employment decisions it makes using the HRIS. The HRIS does not make, recommend, or score employment decisions on the Client's behalf; any data, templates, or workflow the HRIS surfaces are tools the Client applies at its own discretion and under its own legal judgment.

4.4 Background Checks and FCRA

If a Client conducts background checks, screenings, or consumer reports on Applicants or Employees, the Client does so as the user of those reports and is solely responsible for compliance with the Fair Credit Reporting Act (FCRA), the federal Equal Employment Opportunity laws, "ban-the-box" and fair-chance laws, and all comparable state and local laws — including providing required disclosures and authorizations and following adverse-action procedures. Corelance is not a consumer reporting agency and does not procure, furnish, or evaluate consumer reports. The Client must use a compliant third-party screening provider of its choosing.

4.5 Accuracy of HR Data

The Client is responsible for the accuracy, legality, and lawful collection of all HR Data it enters into the HRIS, for obtaining any consents or notices required to Process Employee and Applicant Personal Data, and for the acts and omissions of its authorized HRIS users.

5. Account Registration

5.1 Eligibility

You must be at least 18 years old and legally able to enter into binding contracts to use the Platform. By registering, you represent that you meet these requirements.

5.2 Account Types

• Client Accounts: For companies or individuals posting projects, hiring Freelancers, and/or managing their own W-2 employees in the HRIS.
• Freelancer Accounts: For independent contractors applying for and performing project work.

5.3 Verification

All users must complete our verification process. Freelancers must verify their identity and sign a Business Partner Agreement confirming their independent contractor status. Clients must verify their company information and sign the Master Agreement before using the Marketplace or the HRIS.

5.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use.

6. How the Marketplace Works

6.1 Project Posting

Clients post projects with descriptions, requirements, budgets, and timelines. All project postings are subject to our approval and content guidelines.

6.2 Applications

Freelancers submit applications proposing their timelines and qualifications. Applications are reviewed by Clients, who may accept or decline.

6.3 Engagement

When a Client accepts an application, a Statement of Work (SOW) is generated. The SOW, combined with applicable Master Agreements, forms the contract between Client and Freelancer.

6.4 Work and Delivery

Freelancers perform work according to the SOW. Clients review deliverables and may request revisions within scope. All work product and intellectual property transfers per the applicable agreements.

7. Payments and Fees

This Section governs Marketplace payments. The Corework HRIS is provided at no charge; Corelance does not process payroll or employee compensation, which the Client pays directly through its own payroll provider.

7.1 Client Payments

Clients pay for services through the Platform. A platform fee of 10% is added to all invoice payments. Card payments incur an additional 3% processing fee. Payments are held in escrow until work is approved.

7.2 Freelancer Payments

Freelancers receive payment after Client approval. A 3% platform fee applies when transferring funds from your Corelance balance. Minimum withdrawal amount is $50.

7.3 Escrow

All project payments are held in escrow by our payment processor. Funds are released to Freelancers only after Client approval of deliverables or completion of any dispute resolution process.

7.4 Taxes

Users are responsible for their own taxes. Freelancers are responsible for reporting income and paying applicable taxes. We provide 1099 forms to US-based Freelancers as required by law. For HRIS Employees, the Client is solely responsible for all payroll-tax withholding, remittance, and employee tax reporting (including Forms W-2).

8. Intellectual Property

8.1 Work Product

Unless otherwise specified in the SOW, all work product created by Freelancers becomes the exclusive property of the Client upon full payment. Freelancers warrant they have rights to all materials used.

8.2 Platform Content

The Corelance and Corework platform, including its design, software, features, and content, is owned by Corelance and protected by intellectual property laws. You may not copy, modify, reverse-engineer, or distribute Platform content without permission.

8.3 User Content

You retain rights to content you submit (profiles, portfolios, HR Data, etc.) but grant Corelance a limited license to host, display, and process such content as necessary to operate the Platform and provide the services to you.

9. Data Protection and Privacy

9.1 Privacy Policy and DPA

Our handling of Personal Data is described in our Privacy Policy. For Clients, Corelance's Processing of HR Data and other Client Personal Data is further governed by the Data Processing Addendum (the "DPA") incorporated by reference into the Master Agreement, which controls over these Terms for that subject matter.

9.2 Controller / Processor Roles

With respect to HR Data Processed through the HRIS on a Client's behalf, the Client is the Controller and Corelance is the Processor (a "service provider" under the CCPA/CPRA). Corelance Processes HR Data only on the Client's documented instructions and as permitted by the DPA. Corelance acts as an independent Controller for limited operational data it determines itself (such as account, billing, and security telemetry), as described in the Privacy Policy.

9.3 Compliance

Each party will comply with the data protection laws applicable to it. The Client is responsible for establishing a lawful basis for the HR Data it Processes, for providing required notices to and obtaining required consents from its Employees and Applicants, and for honoring data-subject requests, with Corelance's assistance as set out in the DPA.

10. Security and Breach Notification

Corelance maintains administrative, technical, and physical safeguards designed to protect the Platform and the data it holds, including encryption of data in transit and at rest, access controls, least-privilege authorization, and ongoing monitoring. Further detail is provided in the Privacy Policy and, for Clients, the DPA.

If Corelance becomes aware of a security incident affecting your Personal Data or HR Data, Corelance will notify you without undue delay and in accordance with the DPA and applicable law, and will provide information reasonably necessary for you to meet your own notification obligations. As the Controller of HR Data, the Client is responsible for any notification to its Employees, Applicants, or regulators that the law requires of the Client.

11. Confidentiality

Each party (the "Receiving Party") may receive non-public information of the other party (the "Disclosing Party") that is marked or reasonably understood to be confidential ("Confidential Information"). The Receiving Party will: (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it except to personnel and contractors who need to know it and are bound by confidentiality obligations no less protective.

Confidential Information does not include information that is or becomes public without breach, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed. The Receiving Party may disclose Confidential Information if required by law, provided it gives reasonable prior notice (where lawful) and cooperates in seeking protective treatment. These obligations survive termination for so long as the information remains confidential.

12. Prohibited Conduct

You agree not to:

• Circumvent the Platform for payments or communications to avoid fees
• Provide false information or misrepresent qualifications
• Violate any applicable laws or regulations
• Harass, abuse, or harm other users
• Use the Platform for any illegal or unauthorized purpose
• Interfere with Platform operations or security
• Scrape, collect, or harvest user data
• Create multiple accounts without authorization
• Submit fake reviews or manipulate ratings
• Use the HRIS to Process Personal Data without a lawful basis or required consents

Violation of these rules may result in immediate account termination and forfeiture of funds.

13. Dispute Resolution

13.1 Between Users

Disputes between Clients and Freelancers should first be resolved directly. If unable to resolve, either party may request Corelance mediation. Corelance's mediation decisions regarding escrowed funds are final.

13.2 With Corelance

Disputes with Corelance shall be resolved through binding arbitration in accordance with the American Arbitration Association rules. You waive your right to participate in class action lawsuits against Corelance.

13.3 Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles.

14. Indemnification

14.1 By You

You agree to indemnify and hold harmless Corelance and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the Platform, violation of these Terms, or infringement of any third-party rights. Without limitation, a Client will indemnify Corelance against claims arising from the Client's employment decisions, payroll and tax obligations, background-check and FCRA compliance, misclassification of any worker, or its collection or use of HR Data.

14.2 By Corelance (IP Infringement)

Corelance will defend you against any third-party claim alleging that the Platform, when used as authorized, infringes that third party's patent, copyright, trademark, or trade secret, and will pay damages and costs finally awarded (or agreed in settlement) for such a claim. This obligation does not apply to claims arising from your content, HR Data, combinations with non-Corelance products, or use of the Platform in violation of these Terms. If the Platform is or may become subject to an infringement claim, Corelance may, at its option, procure the right to continue use, modify the Platform to be non-infringing, or terminate the affected feature and refund any prepaid, unused fees. This Section states Corelance's entire liability and your exclusive remedy for intellectual-property infringement.

14.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORELANCE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.

CORELANCE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO CORELANCE IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) $100.

THE LIMITATIONS AND EXCLUSIONS ABOVE DO NOT APPLY TO: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11; (C) A CLIENT'S PAYMENT OBLIGATIONS; (D) EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CORELANCE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE HRIS IS A SOFTWARE TOOL AND DOES NOT CONSTITUTE LEGAL, TAX, EMPLOYMENT, OR HR ADVICE; YOU ARE RESPONSIBLE FOR OBTAINING YOUR OWN PROFESSIONAL ADVICE.

17. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, failures of the internet or third-party hosting, telecommunications, or utility providers, and denial-of-service or other malicious attacks. The affected party will use reasonable efforts to mitigate and resume performance promptly.

18. Amendments and E-SIGN Consent

18.1 Amendments with Notice

We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (for example, by email to the address on your account or by an in-Platform notice) before the changes take effect. The "Last updated" date above reflects the most recent revision. Your continued use of the Platform after the effective date constitutes acceptance; if you do not agree, you must stop using the Platform before that date.

18.2 Electronic Records and Signatures (E-SIGN / UETA)

You consent to transact electronically and to receive these Terms, the Master Agreement, the Privacy Policy, notices, and other records electronically. You agree that your electronic acceptance (including clicking "I agree," signing electronically, or continued use) constitutes your signature and is enforceable to the fullest extent permitted by the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and comparable laws. You may withdraw consent to electronic records by closing your account; doing so ends your ability to use the Platform.

19. Notices

Legal notices to Corelance must be sent to legal@corelance.com and to the mailing address in Section 22, and are effective on receipt. Notices to you may be sent to the email address or other contact information on your account, or posted within the Platform, and are deemed received when sent or posted. You are responsible for keeping your account contact information current.

20. Termination

20.1 By You

You may close your account at any time. Outstanding obligations and any pending payments must be resolved before account closure.

20.2 By Corelance

We may suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or for any other reason in our sole discretion. We will attempt to provide notice when possible.

20.3 Effect of Termination

Upon termination, your right to use the Platform ceases. Provisions that by their nature should survive termination (including payment obligations, intellectual property, confidentiality, data protection, indemnification, limitations of liability, and dispute resolution) shall survive. Following termination, Corelance will make HR Data available for export and then delete it as set out in the DPA.

21. Order of Precedence and Miscellaneous

21.1 Order of Precedence

If there is a conflict among the agreements governing your use of the Platform, the following order of precedence controls, from highest to lowest: (1) the Master Agreement (including the DPA and any executed SOW or Work Order) for Clients; (2) these Terms; and (3) any other Platform policies or guidelines. For matters expressly addressed in the Master Agreement or the DPA, those documents control over these Terms.

21.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Master Agreements, constitute the entire agreement between you and Corelance.

21.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in effect.

21.4 Waiver

Failure to enforce any right or provision of these Terms shall not constitute a waiver.

21.5 Assignment

You may not assign these Terms without our consent. Corelance may assign these Terms in connection with a merger, acquisition, or sale of assets.