Glancers User Agreement
Effective Date: [Date]
1. Introduction
Welcome to Glancers. Please read this User Agreement and all other agreements and policies referenced herein (collectively defined as 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 Glancers Inc. ("Glancers," "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 www.glancers.co or mobile application (the "Site") or any part of the rest of the Site or the Site Services (defined below). Glancers is committed to ensuring continuity of service, barring exceptional circumstances beyond our reasonable control.
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 Disbursement Schedule; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Client Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Glancers App Software License Agreement; API Terms of Use; the Payment Processing Instructions applicable to any Service Contract you enter into with another User; and the Annex on Payment Methods, Fees, and Disbursement of Funds. These agreements are collectively called the "Terms of Service." In the event of a data breach affecting your personal information, Glancers will notify you via email or through the Site within 72 hours of becoming aware of the breach, as outlined in our Privacy Policy.
Glancers may share user data with trusted third parties, including payment processors, marketing partners, and service providers, for the purposes of improving our services, processing payments, and complying with legal requirements. Any such sharing will be conducted in accordance with our Privacy Policy, which provides detailed information on the types of data shared and the purposes for sharing. The types of user data we collect include, but are not limited to, personal information (such as name, email address, and phone number), professional information (such as skills, work history, and portfolio), and usage data (such as log data, device information, and cookies).
2. Modification of Terms
Subject to the conditions set forth herein, Glancers 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. Glancers will provide reasonable advance notice of any amendment that includes a Substantial Change 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 Glancers, Glancers will provide at least 15 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"). For changes to the Privacy Policy, users will be notified via email and/or through a prominent notice on our website at least 30 days before the changes take effect.
In the event of termination, refunds may be available for unused prepaid services on a pro-rata basis, subject to the terms outlined in our Refund Policy. A pro-rata refund for any unused portion of paid services. In the event of such substantial changes, users will be given at least 30 days' notice and the opportunity to export their data before the changes take effect.
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 8 OF THIS AGREEMENT. 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. BOTH GLANCERS AND USERS HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS OUTLINED IN SECTION [X] OF THIS AGREEMENT.
ANY DISPUTES ARISING AFTER TERMINATION OF THIS AGREEMENT SHALL BE RESOLVED THROUGH THE SAME ARBITRATION PROCESS OUTLINED IN SECTION 8, WHICH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. WILL REMAIN IN EFFECT.
EITHER PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE IF THE OTHER PARTY MATERIALLY BREACHES ANY TERM OF THIS AGREEMENT AND FAILS TO CURE SUCH BREACH WITHIN 15 DAYS AFTER RECEIVING WRITTEN NOTICE OF THE BREACH. MATERIAL BREACHES INCLUDE, BUT ARE NOT LIMITED TO, VIOLATIONS OF THE TERMS OF SERVICE, FAILURE TO PAY FEES, OR UNAUTHORIZED USE OF THE SITE OR SITE SERVICES.
UPON TERMINATION OF THIS AGREEMENT, BOTH PARTIES SHALL CEASE USING THE SITE AND SITE SERVICES. HOWEVER, CERTAIN OBLIGATIONS SHALL SURVIVE TERMINATION, INCLUDING BUT NOT LIMITED TO: CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY RIGHTS, AND ANY OUTSTANDING PAYMENT OBLIGATIONS.
3. Glancers Accounts
3.1 Registration and Acceptance
By either registering for an account to use the Site or Site Services (an "Account"), using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other terms as set forth in the Terms of Service. You also consent to the collection, use, and processing of your personal data as outlined in our Privacy Policy. This includes, but is not limited to, your name, email address, and contact information for the purpose of creating and managing your account, providing our services, and communicating with you. If you do not agree to the collection of your personal data as described in the Privacy Policy, you should not use the Site or Site Services.
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. Glancers may offer the option to register using third-party authentication services (such as social media logins), but this is not required for account creation. Glancers reserves the right to decline a registration to join Glancers or to add an Account of any type (i.e., as a Client or Freelancer), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
To cancel your Account, you may follow these steps: (1) Log into your Account, (2) Navigate to the Account Settings page, (3) Click on the "Cancel Account" button, and (4) Follow the prompts to confirm cancellation. Upon cancellation, your Account will be deactivated, and you will no longer have access to the Site Services. Any ongoing contracts or transactions will be handled according to their respective terms. Glancers reserves the right to retain certain information as required by law or as necessary for legitimate business purposes.
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. Your privacy is important to Glancers and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.
3.2 Account Eligibility
Glancers offers the Site and Site Services for both business and personal purposes. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an individual who is 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, or (b) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (c) will use the Site and Site Services for business or personal purposes; (d) 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 Freelancer Services; and (e) are responsible for maintaining the security of your account, including keeping your login credentials confidential and taking all reasonable steps to prevent unauthorized access to your account.
3.3 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 to be shown to 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. Providing false or misleading information may result in immediate termination of your Account and may lead to legal action against you.
3.4 Account Types
There are a number of different Account types. Once you register for one Account type, you cannot add the other Account types under the same username and password. For example, if you already have a Freelancer Account, you cannot add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. 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.
3.5 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. Users are not permitted to transfer their Account to another person. 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; and (b) you are fully responsible and liable for the User's acts and omissions, including for obligations and liabilities relating to 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 and Site Services. Upon closure of an Account due to a violation of the Terms of Service or as required by law, Glancers may close any or all related Accounts.
3.6 Identity and Location Verification
When you register for an Account and at regular intervals as specified in our company policy, 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 Glancers. You authorize Glancers, 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. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
3.7 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 acknowledge that Glancers will consider any person using the Site with your username and password as you or as someone authorized by you to act on your behalf, and Glancers will not be held responsible for any actions taken by such persons. 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 both or (b) the use would violate the Terms of Service.
3.8 Invitations and Proposals
Clients may browse freelancer profiles and send invitations to those matching the desired skill set. Upon receiving an invitation, freelancers may accept and submit a proposal, or decline if uninterested. Clients cannot re-invite a freelancer after an invitation is declined. Invitation statuses include:
Pending: The freelancer has not yet responded.
Accepted: The freelancer has accepted and submitted a proposal.
Declined: The freelancer has declined.
Expired: The freelancer did not respond in time or the job was filled.
Withdrawn: The client withdrew the invitation before the freelancer responded.
Proposal Management
Notifications are sent to both parties when proposals are submitted. Freelancers may edit or withdraw their proposal before client acceptance, and clients may shortlist or archive a proposal. Proposals cannot be modified once a freelancer is hired.
4.0 Relationship with Glancers
4.1 Relationship with Glancers
Glancers merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Glancers does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client, or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users, and Glancers is not a party to that Service Contract or therefore liable to any part of the contract.
You agree to indemnify and hold Glancers harmless from any claims, damages, or losses arising from your use of third-party services or connections with the Site or Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). You acknowledge, agree, and understand that Glancers does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Glancers makes no representations about and does not guarantee, and you agree not to hold Glancers responsible for, the quality, safety, or legality of Freelancer services. If you believe that any content on the Site infringes upon your rights or is unauthorized, you may report such content by contacting designated agent at [insert contact information]. Please provide detailed information about the alleged infringement to help address your concerns promptly. Ability or willingness of a Client or 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 Projects to accept; the time, place, manner, and means of providing any 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 Glancers, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Glancers will not have any liability or obligations, including under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Glancers does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Glancers does not set or have any control over Freelancer's pricing, work hours, work schedules, or work location, nor is Glancers involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Glancers does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Glancers does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; (vii) Glancers does not provide the premises at which Freelancers will perform the work. Freelancers are allowed to use subcontractors or employees to perform Freelancer Services, except under conditions explicitly agreed upon in the Service Contract between the Freelancer and Client. They may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer's subcontractor(s) or employee(s); and (viii) Glancers does not provide shipping services for any physical Work Product. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to Glancers' relationship, if any, with Freelancer's subcontractors and employees as well and Freelancer is solely responsible for Freelancer's subcontractors and employees.
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.
4.2 Job Completion and Feedback
Both client and freelancer can mutually mark a job as completed. Upon completion, feedback requests are sent to both parties. Clients and freelancers may rate and review each other's work post-completion or cancellation, even in dispute cases. Upon finalizing feedback, the contract is marked as completed, and a confirmation notification is sent to both parties.
5. Fees
5.1 Fees for Freelancers
Freelancers will pay Glancers a service fee equal to 10% of the overall price of the services income for the use of the Site Services as set forth in the Fees and Payments Schedule and the Direct Contract Terms, for using the Site Services, including the communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Payment Processing Instructions. The Service Fees (to use the Site Services) are paid by the Freelancer as set forth in this agreement, unless otherwise agreed upon with the Client. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Payment Processing Instructions, Glancers will credit the Freelancer Payment Record for the full amount paid or released by the Client, and then subtract and disburse to Glancers the Service Fee. Freelancer hereby irrevocably authorizes and instructs Glancers to deduct the Service Fee from the Freelancer Payment Record and pay Glancers on Freelancer's behalf. In the event the Freelancer chooses to withdraw funds in a currency other than Egyptian Pounds, there may also be a foreign currency conversion charge imposed by Glancers or an affiliate and 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.
Freelancers may subscribe to different levels of participation and privileges on the Site to access additional features and Site Service, by payment of subscription membership fees and by purchasing "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
Freelancers will pay Glancers a disbursement fee for remitting payments to their preferred payment method ("Disbursement Fee"). The Disbursement Fee is paid to Glancers in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Schedules on the Site as revised from time to time. In addition to fees charged by Glancers, your disbursement method may also charge activation, maintenance, or other account fees.
5.2 Client Fees
Clients pay Glancers a fee of 10% for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fees and Payments Schedule. Clients may also choose to pay for a premium membership plan to access additional features and Site Services, as described in the Fees and Payments Schedule.
5.3 VAT and Other Taxes
Glancers 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 Glancers is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Glancers under the Terms of Service. Freelancers are responsible for understanding and paying any applicable taxes in their jurisdiction.
5.4 No Fee for Introducing or Finding Projects
Glancers does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Glancers merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Glancers does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Glancers does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
6. Payment Terms and Processing Services
The App provides payment processing services to Users to deliver, process, and/or receive payment for a Project, and to pay fees to the App ("Payment Processing Services"). The Payment Processing Services are intended for business use, and you agree to use the Payment Processing Services only for business purposes and not for consumer, personal, family, or household purposes.
6.1 Payment Processing Instructions
The App will process and release funds submitted by a User only in accordance with this Agreement and the applicable Payment Processing Instructions. You acknowledge and agree that the App acts merely as a facilitator. The App is only obligated to perform those duties expressly described in this Agreement and any applicable Payment Processing Instructions.
Fixed-Price Projects: If Users choose fixed-price compensation, then the Users agree that they will be bound by, and the App will follow, the Fixed-Price Payment Processing Instructions.
Installment Payment Plan: Clients and freelancers may alternatively elect to compensate via an installment payment plan. For instance, within a given project, a Client and Freelancer may mutually agree that the Client will disburse payments in specified installments of 30%, 50%, and the remaining 20%. The Users hereby agree to be bound by, and the App shall adhere to, the Installment Payment Plan Agreement with Payment Processing Instructions.
Hourly Projects, Bonus Payments, or Expense Payments: If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and the App will follow, the Hourly, Bonus and Expense Payment Agreement with Payment Processing Instructions.
Direct Contracts: If Users enter into a Direct Contract, then the Users agree that they will be bound by, and the App will follow, the Direct Contract Payment Processing Instructions.
Payment Holds for Offers and Milestones
Funds for offers or milestones are authorized on the Client's payment method as "AUTH" and captured as "CAP" upon freelancer acceptance. Milestone funds remain held until the client releases them upon milestone completion. Clients may set limits on the number of offer re-issues in cases where freelancers reject initial offers. If no action is taken within [X] days, the system will auto-release funds to the Client's account.
6.2 Payment Records
The App will process and release funds submitted by a User only in accordance with the terms stipulated in this Agreement and the applicable Payment Processing Instructions as provided by Glancers Inc. Any breach of these terms may result in penalties as outlined in Section [X]. Depending on your needs and the applicable Payment Processing Instructions, the App will establish and maintain one of three different types of Payment Records:
(a) Client Payment Record: After entering into a Service Contract, the first time a Client makes a payment for a Project, the App will establish and maintain a "Client Payment Record" reflecting funds submitted by the Client to make payments for Projects, to receive refunds in connection with Projects, and to make payments to the App.
(b) Freelancer Payment Record: After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, the App will establish and maintain a "Freelancer Payment Record" for the Freelancer to receive payments for Projects, withdraw payments, make payments to the App, and issue refunds to Clients.
(c) Fixed-Price Payment Record: When you enter into a Fixed-Price Contract, the App will establish and maintain a "Fixed-Price Payment Record" to receive, process, and release payments pursuant to the Fixed-Price Payment Processing Instructions for the Project that is the subject of that Fixed-Price Contract.
(d) Direct Contract Payment Record: When you enter into a Direct Contract, the App will establish and maintain a "Direct Contract Payment Record" to receive, process, and release payments pursuant to the Direct Contract Payment Processing Instructions for the Project that is the subject of that Direct Contract.
Fixed-Price Milestone Management
Milestones can only be created by the client but can be negotiated and modified by mutual agreement between the client and the freelancer, even after being funded. Freelancers may request new milestones upon completing the previous one. If the client does not respond to milestone submissions within [X] days, the system will automatically approve and release funds to the Freelancer's account. Clients can either approve the submission or request changes, prompting freelancers to revise work before resubmission.
You hereby authorize and instruct the App to act as a facilitator in connection with the Payment Records and the payment, processing, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Payment Processing Instructions. Client and Freelancer may access current information regarding the status of a Payment Record on the Site.
6.3 Freelancer Appointment of the App and Subsidiaries as Agent
If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Payment Record, you hereby appoint the App and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Payment Record as applicable. Because the App is the Freelancer's agent, the Freelancer must, and hereby does, fully discharge and credit the Freelancer's Client for all payments and releases that the App receives on the Freelancer's behalf from or on behalf of such Client.
6.4 Title to Funds
The App and our Affiliates are not banks. The App deposits and maintains all Payment Record funds in a trust account at a bank and approved to receive, hold, and deliver funds under applicable laws and regulations. The trust account is separate from the operating accounts of the App and each of our Affiliates. The App will not voluntarily or involuntarily make funds deposited in the trust account available to its creditors, or the creditors of its Affiliates, in the event of bankruptcy, or for any other purpose, unless required by a court order or applicable law. As provided in Egyptian Laws, the App holds only legal title to, and not any equitable interest in, the trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in Egyptian Laws.
6.5 No Interest
You agree that you will not receive interest or other earnings on the funds reflected in your Payment Record. The App, 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 as provided in Section 5 and the Fee Schedule.
6.6 App Duties
We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Payment Processing 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 Payment Processing Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and 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 Client or Freelancer in accordance with this Agreement or the applicable Payment Processing 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 Payment Record. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Payment Processing 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 shall have no liability and for any third-party services provided through our platform. Users agree to look solely to such third parties for any claims arising from their services. Anything done, suffered, or omitted in good faith by us in accordance with the competent and professional advice or opinion of any such counsel, accountants, or other skilled persons will not result in liability for Glancers Inc. 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 Payment Processing Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property reflected in the Payment Record until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
6.7 App Rights
In the event of a dispute between Client and Freelancer related to the Payment Record, we may, at our discretion, institute arbitration or other legal proceedings, including depositing funds reflected in the Payment Record with a court of competent jurisdiction. However, this does not constitute an obligation on our part, and any such action taken does not deprive us of our rights under this Agreement. Any provision of this Agreement and the applicable Payment Processing Instructions to the contrary notwithstanding and regardless of 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 reflected in the Payment Record with a court of competent jurisdiction. Any corporation or association into which the App may be merged or converted or with which the App may be consolidated, or any corporation or association to which all or substantially all the payment processing business of the App may be transferred, will succeed to all the rights and obligations of the App under this Agreement and the applicable Payment Processing Instructions without further act to the extent permitted by applicable law.
6.8 Client Payments on Service Contracts
Hourly Contracts: Freelancer will invoice Client for Freelancer Fees on a daily basis through the App, and Client will pay invoices consistent with the Hourly Payment Processing Instructions. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs the App or its Affiliate to deduct from the Client's Payment Record at the App and/or to charge Client's Payment Method for the Freelancer Fees.
Fixed-Price Contracts: Client becomes obligated to pay applicable amounts into the Payment Record immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs the App or its Affiliates to deduct from the Client's Payment Record at the App and/or charge Client's Payment Method for the Freelancer Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Invoice or request for payment within 14 days of receipt is an authorization and instruction to release payment, as described more fully in the applicable Payment Processing Instructions.
Hourly Job Weekly Structure
Weekly billing begins upon freelancer acceptance. Clients are billed weekly with funds authorized on the Client's payment method as "AUTH" until weekly hours are reviewed. If the client does not review within [X] days, the hours are automatically approved, and funds are released. Freelancers may request weekly funds in advance, but may not exceed agreed weekly hours. Any approved extra hours will carry over into the next funded week.
Task Tracking and To-Dos
Clients can create specific to-dos or tasks within a project, assigning estimated hours for each task. Freelancers submit hours worked per task, and clients can review, approve, or request adjustments. If the client does not respond within [X] days, hours are auto-approved. If a task's actual hours exceed initial estimates, clients are prompted to approve additional hours or revert to initial hours.
6.9 Disbursements to Freelancers on Service Contracts
Under the relevant Payment Processing Instructions, the App disburses funds that are available in the applicable Freelancer Payment Record and payable to a Freelancer upon Freelancer's request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, the App will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Payment Record.
Hourly Contracts: Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period.
Fixed-Price Contracts: Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released as provided in the applicable Payment Processing Instructions. The security period begins after Client accepts and approves work submitted by Freelancer.
7. Non-Circumvention
7.1 Making Payments Through Glancers
You agree to make all payments relating to, or in any way connected with, a Service Contract through the Site. This includes payments to Freelancers introduced or identified through the Site. You also agree not to take any action directly or indirectly to circumvent the payment methods described herein or any associated fees. Any attempt to circumvent these payment methods may result in termination of your account.
7.2 Opting Out
If you receive a payment request outside of Glancers, you agree to notify Glancers Inc. immediately.
8. Dispute Resolution
8.1 Dispute Process, Arbitration, and Scope
For any dispute arising between Clients and Freelancers, you agree to follow the dispute process that is explained in the applicable Payment Processing Instructions. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Glancers will not and is not obligated to provide any dispute assistance beyond what is provided in the Payment Processing Instructions.
8.2 Choice of Law
This Agreement and any claim, cause of action or dispute ("Claim") arising out of or related to this Agreement shall be governed by the laws of Egypt, regardless of your country of origin or where you access Glancers, and notwithstanding any conflicts of law principles.
8.3 Job Cancellations and Settlements
Client-Initiated Cancellations: Clients may request cancellations with a settled amount (full or partial) or no settlement. The freelancer must accept or dispute. Upon acceptance, the job status is "Cancelled or Settled," and any remaining funds are refunded to the client, minus the settlement amount. Upon dispute, Glancers' team will mediate as outlined in Dispute Resolution.
Freelancer-Initiated Cancellations: Freelancers may also cancel, with reserved funds refunded to the client and any approved hours disbursed.
9. General
9.1 Entire Agreement
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Glancers relating to the subject matter hereof and supersedes any prior or contemporaneous discussions, proposals, understandings, or agreements, written or oral, between them regarding such subject matter.
9.2 Modifications; Waiver
No modification or amendment to this Agreement shall be binding upon Glancers Inc. unless in a written instrument signed by a duly authorized representative of Glancers Inc. For the purposes of this provision, a written instrument shall include electronic communications such as email, electronic notices, and facsimiles, provided that such electronic communications are accompanied by a valid electronic signature of a duly authorized representative of Glancers Inc.
9.3 Severability
If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In such event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
9.4 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God, government, war, riots, terrorism, labor disputes, and/or strikes, provided that the party suffering such delay provides the other party with prompt notice of such force majeure event.
10. Annex on Payment Methods, Fees, and Disbursement of Funds
10.1 Payment Methods and Fees
For detailed information regarding the available payment methods, associated fees, and procedures for processing payments, please refer to the Annex on Payment Methods and Fees ("Annex"). This Annex is an integral part of the Terms of Service and provides comprehensive guidelines on the following:
• Accepted payment methods for both Clients and Freelancers.
• Detailed fee structures for different services provided through the Site.
• Procedures for payment processing, including timelines and requirements.
10.2 Disbursement of Funds
The Annex also outlines the processes for the disbursement of funds to Freelancer accounts, including:
• Methods available for withdrawing funds.
• Any applicable disbursement fees and how they are calculated.
• Expected timelines for funds to be transferred to Freelancer accounts.
• Instructions for setting up automatic disbursement schedules or making one-time withdrawal requests.
10.3 Accessing the Annex
The Annex is accessible to all registered users and can be found on the Site under the "Legal" or "Help" sections. Users are encouraged to review the Annex thoroughly to understand all financial aspects related to their use of the Site and Site Services.
By agreeing to the Terms of Service, which incorporates the Annex by reference, you acknowledge that you have read and understood the Annex and agree to its terms as part of your contractual agreement with Glancers.
