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 operates as a marketplace that connects companies ("Clients") seeking project-based work with independent contractors ("Freelancers") who provide professional services. Corelance is not an employment agency and does not employ Freelancers.

If you do not agree to these Terms, do not use the Platform. We may modify these Terms at any time, and your continued use constitutes acceptance of modified Terms.

2. Platform Role and Relationship

2.1 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.

2.2 Independent Contractor Status

Freelancers on Corelance 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.

2.3 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 Platform. Users are responsible for their own due diligence.

3. Account Registration

3.1 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.

3.2 Account Types

• Client Accounts: For companies or individuals posting projects and hiring Freelancers.
• Freelancer Accounts: For independent contractors applying for and performing project work.

3.3 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 a Master Services Agreement.

3.4 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.

4. How the Platform Works

4.1 Project Posting

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

4.2 Applications

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

4.3 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.

4.4 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.

5. Payments and Fees

5.1 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.

5.2 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.

5.3 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.

5.4 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.

6. Intellectual Property

6.1 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.

6.2 Platform Content

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

6.3 User Content

You retain rights to content you submit (profiles, portfolios, etc.) but grant Corelance a license to display and use such content for Platform operations.

7. 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

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

8. Dispute Resolution

8.1 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.

8.2 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.

8.3 Governing Law

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

9. 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.

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

10. 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.

11. Indemnification

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 attorneys' fees) arising from your use of the Platform, violation of these Terms, or infringement of any third-party rights.

12. Termination

12.1 By You

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

12.2 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.

12.3 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, limitations of liability, and dispute resolution) shall survive.

13. Miscellaneous

13.1 Entire Agreement

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

13.2 Severability

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

13.3 Waiver

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

13.4 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.