These Meta PRN Direct Contracts Terms (“Direct Contracts Terms”) define the terms and conditions under which Meta PRN offers and you agree to use Meta PRN’s Direct Contracts service, as described in these terms (“Direct Contracts Services”), and are part of and incorporate by reference the Meta PRN User Agreement and other Terms of Service. The Direct Contracts Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.
IN ORDER TO USE META PRN’S DIRECT CONTRACTS SERVICE YOU AGREE TO BE BOUND BY THE DIRECT CONTRACT TERMS AND THE ARBITRATION AND CLASS ACTION WAIVER IN THE USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY DIRECT CONTRACTS SERVICES.
1. HOW IT WORKS
With the Direct Contracts Service, a Freelancer/Contractor can create and send fixed-price or hourly contract proposals to any eligible Client, or invite any eligible Client to create a fixed-price or hourly contract proposal. If either Client or Freelancer/Contractor creates the contract proposal and the other party accepts the proposal through the Direct Contracts service, the Client and Freelancer/Contractor will enter directly into a contract (the “Direct Contract”).
1.1 Fixed Price Direct Contracts
As described in the Fixed Price Direct Contract Instructions, once the Direct Contract has been accepted, a single Pay Log will be generated with the contractual fixed price amount.Freelancer/ Contractor is responsible for completing Pay Log after services are rendered. Employer is responsible for reviewing and approving the Pay Log. Upon approval, payments will be processed via our third-party processor, Stripe.
1.2 Hourly Direct Contracts
As described in the Hourly Direct Contract Instructions, once the Direct Contract has been accepted, the Contractor/Freelancer is responsible for completing their Pay Log with the days and hours worked for the previous 7 calendar days. Pay Logs are generated on a weekly basis based on the contract start and end date. Employers are responsible for reviewing and approving Pay Logs after submission by the Freelancer/Contractor. Upon approval, payments will be processed via our third-party processor, Stripe.
Any Freelancer/Contractor that is eligible to use the Site is eligible to use the Direct Contract Services, subject to the limitations on Client eligibility in this Section 2. A Client is eligible to create or accept a Direct Contract only if the Client does not and has not ever had an Account on Meta PRN. Clients do not need to register for an Account to accept a Direct Contract.
3.1 Freelancer/Contractor Fees
Solely with respect to fees charged on Direct Contracts, these Direct Contract Terms explicitly supersede and replace Section 2 (Fees Charged to Freelancer/Contractors), and Section 4 (Payment Processing Fees Charged to Client) in the Fee and ACH Authorization Agreement. The Fee and ACH Authorization Agreement otherwise remains in full force and effect, including, without limitation, on any Service Contract if a Freelancer/Contractor or Client, who uses Direct Contracts, has a Service Contract (as defined in the User Agreement).
For any Direct Contract, the following fees apply: Freelancer/Contractor could be responsible to pay the third-party payment processor a payment processing fee (“Third-Party Payment Processing Fee”). Meta PRN does not dictate, control nor receive any of the third-party payment processing fees. Freelancer/Contractor authorizes and instructs Meta PRN to automatically charge and deduct the Direct Contract Payment Fee from the Direct Contract Funds or Direct Contract Hourly Funds.
3.2 Client Fees
Clients are charged a payment processing and administration fee on each payment made on a Direct Contract at the rate clearly displayed on the Site before entering into a Direct Contract (“Payment Fee“). Clients also agree to Section 5 (Authorization for ACH Debits and Credits) of the Fee and ACH Authorization Agreement with respect to the payment due to the Freelancer/Contractor processed through a third-party payment processor.
5. ROLE OF META PRN AND USER RESPONSIBILITIES
You understand and agree that Meta PRN is not a party to any Direct Contract, is not involved in or responsible for any work performed by Freelancer/Contractors, is not involved in or responsible for any payment made under a Direct Contract, and has no control over any Freelancer/Contractor or Client. Meta PRN does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract, select or contract any Freelancer/Contractor to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Freelancer/Contractor or Client to accept any Direct Contract or perform any Freelancer/Contractor Services. Meta PRN is not responsible for payment to the Freelancer/Contractor. 6. OTHER TERMS
Together with the Meta PRN User Agreement and other Terms of Service, these Direct Contract Terms represent the entire agreement with Meta PRN and supersede all prior agreements and understandings with respect to the matters covered. You agree that you did not accept the Direct Contract Terms based on any representations, whether written or oral, other than those contained herein. No modification of or amendment to the Direct Contract Terms, nor any waiver of any rights, will be effective unless in writing signed by you and Meta PRN. Notwithstanding the foregoing, to the extent permitted by applicable law, Meta PRN may amend the Direct Contract Terms with prior notice at any time. The posting of the amended Direct Contract Terms on Meta PRN’s Site will constitute notice. Your continued use of the Direct Contract Services after the effective date of a revised version of the Direct Contract Terms or notice to you of updated Direct Contract Terms constitutes your acceptance of its terms and agreement to be bound by its terms. In the event of a conflict between these Direct Contract Terms and the applicable escrow instructions, the applicable escrow instructions shall govern; in the event of a conflict between these Direct Contract Terms and any other agreement in the Terms of Service, these Direct Contract Terms shall govern.
Fee and ACH Authorization Agreement,”
This agreement, known as the “Fee and ACH Authorization Agreement,” establishes the terms between you and Meta PRN Inc. regarding the fees charged for using the communication, invoicing, dispute resolution, and payment services provided by Meta PRN Inc. through the Site. It also includes the authorization for debits and credits from and to users’ designated bank accounts via the automated clearing house network (ACH).
This Agreement is a part of the Terms of Service. By accepting the Terms of Service on the Site or continuing to use the Site or its services on or after the specified effective date, you acknowledge and agree to be bound by this Agreement. We reserve the right to modify this Agreement in accordance with applicable law and the Terms of Service, without prior notice. Any revisions to the Agreement will become effective upon posting on the Site, unless otherwise stated. However, we will provide advance notice of any price or fee increases that may affect current users. We recommend regularly checking the Site for updates.
You are entering into this Agreement with Meta PRN, referred to as “we” and “us” throughout this document..
2. FEES CHARGED TO EMPLOYERS AND Contractors
2.1 EMPLOYER SERVICE FEE
We will apply a Service Fee to the total amount of Contractor fees invoiced by your Contractor to you (excluding any refunds or reversals) throughout your relationship. The Service Fee is a flat 5% of the total Contractor fees invoiced by your Contractor, which will be added to the gross invoice amount.
To provide clarity, here’s an example of how the Service Fee will be charged for Fixed-Price or Hourly engagements, as well as Bonus Payments:
|CONTRACT TYPE||SERVICE FEE||Contractor/FREELANCER FEES||SERVICE FEES|
|Hourly||5%||$50 per hour||$2.50 per hour|
Payment Processing Fee Clause
By using Meta PRN’s platform services, both the contractor and the employer agree to the payment processing fee imposed by Stripe, in addition to Meta PRN’s platform fee. The payment processing fee charged by Stripe amounts to 2.9% of the total transaction value plus an additional $0.30 USD per transaction. This fee will be split equally between the contractor and the employer, with each party responsible for covering 1.45% of the total transaction value and $0.15 USD per transaction.
The payment processing fee will be automatically deducted from the total transaction amount before disbursing the funds to the contractor. It is important to note that this fee is subject to change as per Stripe’s policies and may be adjusted accordingly based on any updates to their fee structure.
Both the contractor and the employer acknowledge and accept that the payment processing fee is necessary to facilitate secure and seamless financial transactions through the Meta PRN platform. This fee is vital in ensuring that both parties can benefit from the platform’s services efficiently and transparently.
By proceeding with a transaction on Meta PRN, the contractor and the employer affirm their understanding of the payment processing fee and consent to its application in accordance with this clause.
2.2 Contractor SERVICE FEE
We will impose a Service Fee on the cumulative amount of Contractor/Freelancer Fees billed by you to your Client (excluding any refunds or reversals) during your association with your Client. The Service Fee amounts to a fixed 5% of the total Contractor/Freelancer Fees invoiced to your Client throughout the entire engagement, which will be deducted from your overall payout.
To ensure transparency, here is an illustrative breakdown of how the Service Fee will be applied to Fixed-Price or Hourly engagements, as well as Bonus Payments:
|CONTRACT TYPE||SERVICE FEE||Contractor/ FEES||SERVICE FEES|
|Hourly||5%||$50 per hour||$2.50 per hour|
Meta PRN Inc. does not withhold taxes from Contractor payouts or impose any taxes on Employers for their Contracts. However, it is important to note that Meta PRN may collect taxes on applicable premium services or features, as specified in the User Agreement. Please be aware that Meta PRN does not generate tax forms such as 1099s for Employers.
4. PAYMENT PROCESSOR
In the event that you need to make changes to your designated bank account information, it is important to update your bank account details with the third-party payment processor through your Profile. Failure to update your bank account information with the payment processor may result in payment failures, and we will not be held responsible for any such failures.
You can access and review your Account transactions by logging in to the Site. It is your responsibility to promptly compare and reconcile your Account transaction history with your own bank account records. If you discover any errors or discrepancies (referred to as “Errors”) in your Account transaction history, you must notify us within 30 days of when the Error was visible on the Site. Failure to notify us within this timeframe may result in forfeiting your right to contest the Error, except where prohibited by applicable law or NACHA rules.
Subject to the notice requirement mentioned earlier, if an Error is determined to be caused by us, we will take responsibility for correcting it. However, if an Error is found to be caused by you or Stripe, we will provide the requested information to assist you or Stripe in their efforts to rectify the issue.
Meta PRN User Agreement
To use our Services, including registering an account or browsing our work marketplace, you must first agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you do not agree to all of the terms and conditions in this Agreement, do not use our Services. If you are using our Services on behalf of a business or legal entity, you must have the authority to agree to the Terms of Service on behalf of that business or legal entity.
We use certain capitalized terms throughout the Agreement, and they have special meanings, which are defined in Section 16 or other parts of the Terms of Service.
1. META PRN ACCOUNTS
How you can register for an Meta PRN account and the different types of accounts that you can have.
To access certain parts of our Services, you are required to register for an account (“Account”).
As a registered user of our Services, you are referred to as a “User”, while unregistered users are referred to as “Site Visitors”.
Please note that your registration for an Account is subject to approval by Meta PRN. We reserve the right to reject your registration request, for any lawful reason, such as supply and demand, data maintenance costs, or other business considerations.
1.2 ACCOUNT ELIGIBILITY
Our Services are intended solely for business purposes, and not for personal or consumer use. By registering for an Account or using our Services, you represent and warrant that: (a) you are conducting business either as a self-employed individual/sole proprietor or as an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) you will use our Services exclusively for business purposes; (c) you will comply with any licensing, registration, or other requirements related to your business or the business you represent, as well as any offering or provision of Freelancer Services; and (d) you are either a legal entity or an individual who is 18 years of age or older (or the age of majority in your country, if such age is over 18) and have the capacity to enter into a legally binding agreement.
1.3 ACCOUNT PROFILE
In order to use our Services, you must create a User profile (“Profile”), which may be visible to other Users and the public. When registering for an Account and completing any related forms, you must provide truthful and complete information and keep it up to date. You must not provide false or misleading information regarding your identity, business, skills, services, or location. If any of your information becomes inaccurate or incomplete, you must promptly correct it. If you provide false, outdated, or incomplete information, we may suspend or terminate your Account or access to our Services.
1.4 ACCOUNT TYPES
We offer two types of accounts: Client and Freelancer. Once you register for an Account, you can add other Account Types under the same username and password. For example, if you already have a Freelancer Account Type, you can add a Client Account Type to your Account without re-registering. You agree not to register for or maintain more than one Account and Profile without express written permission from us.
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. More than one person can create an Account as an employee or agent on behalf of the same company.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types have a feature that allows the account owner to give permissions to other Users (“Team Members”) to act on behalf of the Client Account. Each Team Member must have their own Account to be added as a Team Member on the Client Account.
1.3.2 FREELANCER ACCOUNT
You can register for an Account or add an Account Type to use the Services as a Freelancer (a “Freelancer Account”). Freelancer Account Types have a feature that allows you to create an Agency Account, which can also be added to your Account. Agency Account Types have a feature that allows the Agency owner to give permissions to other Users (“Agency Members”) to act on behalf of the Agency. Each Agency Member must have their own Account to be added as an Agency Member on the Agency Account.
You acknowledge and agree that the Agency Account owner is solely responsible, and assumes all liability, for: (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law or contract for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
1.5 ACCOUNT PERMISSIONS
You are solely responsible for any and all activity that occurs on your Account.
You may only grant other Users permission to act on your Account in accordance with Section 1.3, and you agree not to solicit or allow another person to create an Account for your use or benefit, except for authorized employees or agents creating an Account on behalf of your business. By granting permissions to other Users under your Account, such as Team Members or Agency Members, 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 actions and omissions of the User, including payment obligations and compliance with the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. Meta PRN may also close any related Accounts when an Account is closed.
1.6 IDENTITY AND LOCATION VERIFICATION
You will consent to the verification of your identity, location, and business associations as needed. When you sign up for an Account and at regular intervals thereafter, your Account will undergo verification procedures. This may involve cross-referencing against third-party databases or verifying official government or legal documents that confirm your identity, location, and authorization to represent your business on Meta PRN. By agreeing to this, you authorize Meta PRN, either directly or through third parties, to conduct any necessary inquiries to validate your identity, location, and ownership of your business, email address, or financial accounts, in accordance with applicable laws. If requested, you must promptly provide us with comprehensive details about yourself and your business, including official government or legal documents, and cooperate with reasonable requests we make to verify your identity. While undergoing verification, certain Account features may be temporarily restricted, but they will be reinstated once the verification process is successfully completed.
1.7 USERNAMES AND PASSWORDS
You are required to keep your username and password confidential, refrain from sharing them, and avoid using anyone else’s login credentials. Every individual using our Services must create their own Account, complete with a unique username and password. It is your responsibility to protect and maintain the secrecy of your username and password. You agree not to disclose them to others. Furthermore, you are accountable for the security of your username and password and any activity conducted on our Services using your login details. If you suspect or discover any unauthorized use of your Account or any unauthorized access to your password, you agree to promptly notify us. Additionally, you agree not to utilize another user’s username and password to access the Account. Please refer to Section 1.5 Account Permissions for information on granting authorization to another registered User to act on your behalf within your Account.
2. PURPOSE OF META PRN
The Meta PRN Site serves as a platform for connecting Clients and Freelancers/contractors, allowing them to discover and engage in the buying and selling of Freelancer/contractor Services. In accordance with the Terms of Service, Meta PRN offers its Services to Users, which include the maintenance and hosting of the Meta PRN Site, enabling the formation of Service Contracts and Direct Contracts, and aiding Users in resolving any disputes that may arise from these contracts. Upon entering into a Service Contract, the User commits to utilizing the Services solely for the purpose of invoicing, receiving, and making payments for the amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH META PRN
We provide an online work marketplace where Users can connect and interact with each other. We do not participate directly in your negotiations or the delivery of Freelancer Services, nor are we a party to any agreements you may enter into with other Users. It is your sole responsibility to manage your content published on Meta PRN and to handle your agreements with other Users, including conducting vetting processes and ensuring performance under the agreements.
Meta PRN offers a platform that facilitates Users in finding each other, establishing service relationships and agreements, engaging in Freelancer/contractor Services, and conducting payments through escrow. We do not engage in the actual performance of Freelancer Services or employ individuals to do so. You acknowledge and agree that Meta PRN does not oversee, direct, control, or monitor Users’ fulfillment of contractual obligations under a Service Contract or Direct Contract. Therefore: (a) Meta PRN is not responsible for verifying the accuracy or legality of any User Content, as Users bear full responsibility for their content; (b) Meta PRN is not responsible for the provision, execution, or procurement of Freelancer Services; (c) Meta PRN does not endorse or guarantee the services offered by any specific User; and (d) no employment, agency, or joint venture relationship is established between Meta PRN and any User providing services. While Meta PRN may provide certain badges on Freelancer or Client profiles, these badges do not serve as guarantees, including the quality, ability, or willingness of the badged Freelancer or Client to complete a Service Contract.
You also acknowledge and agree that Users, not Meta PRN, hold sole responsibility for: (a) evaluating and determining the suitability of Projects, Clients, or Freelancers; (b) assessing whether to enter into Service Contracts or Direct Contracts with other Users and verifying any information about them, including Composite Information; (c) deciding to engage in Service Contracts or Direct Contracts on Meta PRN, along with establishing contract terms; and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts, as well as performing and monitoring performance under them. All Service and Direct Contracts between Users are exclusively between the Users, and Meta PRN is not a party to such contracts.
If you are an Agency or Agency Member, you explicitly acknowledge and agree that, in addition to the aforementioned provisions, the Agency is solely responsible for compensating its Agency Members for work performed on behalf of the Agency.
Nothing in this Agreement is intended to prohibit or discourage Users from engaging in other business activities or providing services through other channels of their choice. Users are free to pursue such business activities and services at all times, and are encouraged to do so.
2.2 TAXES AND BENEFITS
Freelancers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.
Freelancer/Contractor acknowledges and agrees that they bear sole responsibility for the following:
(a) Assuming all tax liabilities associated with payments received from Clients and through Meta PRN. Meta PRN will not withhold any taxes from Freelancer/Contractor’s payments unless mandated by applicable law.
(b) Acquiring any necessary liability, health, workers’ compensation, disability, unemployment, or other required insurance as per the law. Freelancer/Contractor is not covered by or eligible for insurance provided by Meta PRN.
(c) Determining and fulfilling their obligations as a Freelancer/Contractor under applicable laws and regulations regarding invoicing, reporting, and the collection or remittance of any applicable taxes or charges.
(d) If operating outside of the United States, ascertaining whether Meta PRN is obligated by relevant laws to withhold any portion of the Freelancer Fees. Freelancer/Contractor must inform Meta PRN promptly if such requirement exists and indemnify Meta PRN for any obligation to remit withheld amounts to the appropriate authorities, including any penalties and interest.
In the event of an audit of Meta PRN, Freelancer/Contractor agrees to cooperate promptly with Meta PRN. They will provide copies of their tax returns and any other requested documents necessary for the audit, including records demonstrating that they operate as an independent business, as represented to Meta PRN.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users contribute and request Meta PRN to publish information and feedback on the Site. We are not liable for that content, and your decision to publish or use it is at your own risk.
You acknowledge and agree that Users voluntarily publish information on the Site, such as feedback, composite feedback, or geographical location, and request Meta PRN to publish it on their behalf. This information is based on data voluntarily submitted by Freelancers or Clients to Meta PRN. It does not constitute an introduction, endorsement, or recommendation by Meta PRN. You understand that Meta PRN is not responsible for verifying such information and provides it solely for the convenience of Users. However, providing false or misleading information violates this Agreement and may result in the revocation of your access to use the Site Services.
You acknowledge and agree that User feedback benefits the marketplace and its Users. You explicitly request and agree that Meta PRN may make individual and composite feedback about Users, including yourself, available to other Users. You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by Meta PRN on the Site or elsewhere (referred to as “Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback provided by other Users. Meta PRN is not responsible for monitoring, influencing, contributing to, or censoring these opinions. You agree to notify Meta PRN of any errors or inaccuracies in your feedback results, including the Composite Information. You also agree that Meta PRN may rely on the accuracy of such information in the absence of notification from you. Meta PRN provides its feedback system as a means for Users to publicly share their working experiences and opinions of other Users. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates solely to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit valuation, underwriting, or similar decisions about any other User.
When using the Services, you may come across content or information that may be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. Meta PRN generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not liable for any such misuse. Meta PRN reserves the right (but is not obligated) to remove posted feedback or information that violates the Terms of Service, negatively impacts our marketplace, undermines the integrity of the feedback system, or is contrary to the business interests of Meta PRN.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
This section discusses the relationships you may decide to enter into with another User, including contracts to buy or sell Freelancer Services with another User.
3.1 SERVICE CONTRACTS AND DIRECT CONTRACTS
Users, not Meta PRN, have the responsibility to determine whether they want to enter into agreements with other Users and to establish the terms of those agreements.
As mentioned in Section 2.1 above, if a Client and a Freelancer/Contractor decide to enter into a Service Contract, the contract forms a direct contractual relationship between the Client and the Freelancer. Meta PRN is not accountable for and is not a party to any Service Contract. Under no circumstances will such a contract create an employment or service relationship between Meta PRN and any User.
Regarding any Service Contract, Clients and Freelancers/Contractor have the freedom to enter into additional agreements they deem necessary (such as confidentiality agreements, invention assignment agreements, assignment of rights, etc.), as long as these agreements do not conflict with, restrict, or expand Meta PRN’s rights and obligations as defined in the Terms of Service, including this Agreement and the applicable Escrow Instructions.
If the parties to a Service Contract prefer, they can choose to adopt the Optional Service Contract Terms, either in whole or in part, in addition to or instead of other agreements. The parties to a Service Contract explicitly agree that the Optional Service Contract Terms will apply to their contract to the extent that they haven’t agreed to conflicting terms or agreements. Users are solely responsible for deciding whether to utilize the Optional Service Contract Terms, and Meta PRN assumes no responsibility for any consequences arising from their use. The Optional Service Contract Terms are provided as a sample only and may not be suitable for all jurisdictions or contracts. They are not intended to provide legal advice, establish an attorney-client relationship, or serve as advertising or solicitation. For specific legal needs, it is advisable to seek guidance from a licensed attorney.
3.2 DISPUTES AMONG USERS
In the event of disputes between Clients and Freelancers/Contractors, you agree to follow the dispute resolution process. If the process fails to resolve the dispute, you have the option to pursue independent resolution. However, you acknowledge and agree that Meta PRN is not obligated to provide any further assistance in resolving the dispute.
If a Freelancer/Contractor or Client seeks an order from an arbitrator or court that may impact Meta PRN, Meta PRN Escrow, or our Affiliates, the following conditions must be met: (a) providing us with a minimum of five (5) business days’ prior notice of the hearing on the order; (b) including a provision in the order that requires full payment to Meta PRN for any amounts owed; and (c) including a provision in the order that requires payment to Meta PRN for the reasonable value of the services that the order obligates us to undertake, as a precondition to any obligation affecting Meta PRN or Meta PRN Escrow.
3.3 CONFIDENTIAL INFORMATION
Users have the option to establish their own confidentiality terms, which may be agreed upon separately. If Users do not establish their own terms, the following confidentiality provisions apply. Users agree to maintain the confidentiality of any sensitive information belonging to other Users.
Users are permitted to establish their own confidentiality terms as they see fit, including those outlined in the Optional Service Contract Terms. In the event that Users do not establish their own confidentiality terms, the provisions in this Section 3.3 (Confidential Information) will be applicable.
If one User discloses Confidential Information to another User, the recipient will take reasonable measures to ensure the confidentiality of that information. Upon written request by a User, the receiving party will promptly destroy or return any Confidential Information and its copies that were provided by the disclosing party and are present in or on its premises, systems, or any other equipment under its control. Users acknowledge that this Section 3.3 applies to information exchanged during the evaluation process for entering into a Service Contract, even if such contract is not ultimately agreed upon.
4. WORKER CLASSIFICATION AND META PRN PAYROLL
Users have the authority to determine the employment status of a Freelancer/Contractor, whether as an employee or an independent contractor. If Users establish an employment relationship, they may choose to utilize Meta PRN Payroll services.
4.1 WORKER CLASSIFICATION
The responsibility for determining whether to engage Freelancers as employees or independent contractors lies with the Clients, not Meta PRN. Clients assume full responsibility and liability for making these decisions and engaging Freelancers accordingly. Clients warrant that their classification decisions are accurate and compliant with relevant laws, regulations, and rules. Meta PRN does not assume any responsibility for worker classification between Clients and Freelancers/Contractors, and this Agreement does not create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Meta PRN and Users.
5. META PRN FEES
Users agree to pay Meta PRN certain fees in exchange for Meta PRN providing the Services.
5.1 FEES FOR FREELANCERS
Service Fees: Freelancers/Contractors agree to pay Meta PRN a fee for utilizing the Services, which includes marketing, invoicing, reporting, payment, and dispute resolution services. The specific Service Fees are outlined in the Fee and ACH Authorization Agreement and the Direct Contract Terms. It is the responsibility of the Freelancer/Contractor to pay these Service Fees. When a Client makes a payment for a Project through the Meta PRN platform, the funds are deposited into the Freelancer/Contractor’s account during normal banking deposit hours. Subsequently, Meta PRN will deduct and disburse the Service Fee from the Freelancer/Contractor account. By accepting these terms, the Freelancer/Contractor authorizes and instructs Meta PRN to deduct the Service Fee from their account on their behalf. In the event that the Freelancer/Contractor chooses to withdraw funds in a currency other than U.S. dollars, Meta PRN (or an affiliate) may apply a foreign currency conversion charge, and the conversion rate may differ from the rates in effect at the time of the payment. It is possible to obtain a better rate from a personal bank or financial institution.
Disbursement Fees: Freelancers/Contractors are required to pay Meta PRN a fee for remitting payments to their preferred payment method. This fee compensates Meta PRN for administrative costs and expenses incurred during the disbursement process and may vary depending on the chosen disbursement method. The specific fee for each disbursement method is provided on the Site and is subject to change.
Client Fees: Clients are responsible for paying Meta PRN a Marketplace Fee, which grants them access to the Services and covers the administration and facilitation of payments related to the Freelancer/Contractor Fees they pay to the Freelancers/Contractors engaged through the Site. Detailed information regarding the Client Fees can be found in the Fee and ACH Authorization Agreement.
VAT and Other Taxes: Meta PRN Fees do not include taxes. Meta PRN does not collect taxes unless required to do so.
No Fee for Introductions or Project Finding: Meta PRN does not serve as an intermediary for introducing Clients to Freelancers/Contractors. Instead, Meta PRN provides a platform that enables Freelancers/Contractors to showcase their services, and occasionally highlights Projects or Freelancers/Contractors that may be of interest. Therefore, Meta PRN does not charge a fee when a Freelancer/Contractor finds a suitable Client or discovers a Project. Furthermore, Meta PRN does not impose any fee or dues for posting or viewing feedback, including Composite Information.
6. PAYMENT TERMS
6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
This section describes when and how Client payments are made on their contracts with Freelancers.
Hourly Contracts: Freelancers/Contractors will submit invoices to the Client on a weekly basis through Meta PRN, and the Client will make payments in accordance with the Hourly, Bonus, and Expense Payment Agreement. By approving an Hourly Invoice for an Hourly Contract, the Client provides automatic and irrevocable authorization to Meta PRN to charge the Client’s designated Payment Method for the Freelancer/Contractor Fees.
Fixed-Price Contracts: Once the Client authorizes payment for the Freelancer Fees associated with a Fixed-Price Contract, as outlined in the Fixed Price Service Contract, the Client assumes the obligation to pay the specified amounts. This authorization empowers Meta PRN or its affiliates to charge the Client’s designated Payment Method for the Freelancer Fees.
Please note that if the Client does not decline or dispute an Hourly Invoice or request for payment, it will be considered as authorization and instruction to release the payment. It is essential to review and address any concerns within the given time frame, as detailed in the applicable Escrow Instructions.
6.3 DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS OR DIRECT CONTRACTS
This section describes when Freelancers receive their funds that we were holding for the Freelancers in escrow.
Hourly Contracts: Freelancers/Contractors will submit invoices to the Client on a weekly basis through Meta PRN, and the Client will make payments in accordance with the Hourly, Bonus, and Expense Payment Agreement. By approving an Hourly Invoice for an Hourly Contract, the Client provides automatic and irrevocable authorization to Meta PRN to charge the Client’s designated Payment Method for the Freelancer/Contractor Fees.
Fixed-Price Contracts: Once the Client authorizes payment for the Freelancer Fees associated with a Fixed-Price Contract, as outlined in the Fixed Price Service Contract, the Client assumes the obligation to pay the specified amounts. This authorization empowers Meta PRN or its affiliates to charge the Client’s designated Payment Method for the Freelancer Fees.
Please note that if the Client does not decline or dispute an Hourly Invoice or request for payment, it will be considered as authorization and instruction to proceed with the payment. It is important to review and address any concerns within the provided time frame to ensure a smooth payment process.
6.4 NON-PAYMENT OR DEFAULT
This section outlines the actions that may be taken by Meta PRN in the event of a Client’s failure to pay fees on time. It is important to note that Meta PRN is not responsible for a Client’s non-payment of fees.
In the event that the Client is in “default,” which refers to the Client’s failure to pay the Freelancer Fees or any other amounts as required by the Terms of Service or a written agreement incorporating the Terms of Service (signed by an authorized representative of Meta PRN), Meta PRN may exercise the remedies described in this Section 6.4, along with any other remedies available under applicable law or in the written agreement. To clarify, the Client will be considered in default upon the earliest occurrence of any of the following: (a) failure to pay the Freelancer Fees on time, (b) failure to settle a due balance within a reasonable period of time, not exceeding 30 days, after a credit or debit card decline or expiration, (c) failure to pay an invoice issued by Meta PRN within the agreed-upon time period or, if no period is specified, within 30 days, (d) initiation of a chargeback resulting in a reversal of a charge made by Meta PRN for Freelancer Fees or other outstanding amounts, or (e) taking actions or failing to take necessary actions resulting in a negative or past-due balance on the Client’s account.
If the Client is in default, we reserve the right to temporarily or permanently close the Client’s Account and revoke access to the Services, including the ability to process additional payments, enter into Service Contracts or Direct Contracts, or obtain additional Freelancer Services from other Users through the Site, without prior notice. However, the Client will remain responsible for any amounts that accrue on any ongoing Projects at the time the Account limitation is imposed due to default. In addition to other available remedies, the Client must promptly settle any amounts owed to Meta PRN upon demand. If the outstanding amount is not paid, the Client may be subject to interest charges at the lesser of one and one-half percent (1.5%) per month or the maximum interest rate permitted by applicable law, as well as attorneys’ fees and other collection costs to the extent allowed by applicable law.
At our discretion and within the limits of applicable law, Meta PRN, Meta PRN Escrow, Elance Ltd., or its other Affiliates may charge all or a portion of any outstanding amount to any Payment Method associated with the Client’s Account, offset amounts due against other funds received from the Client or held on behalf of the Client by Meta PRN, Meta PRN Escrow, or another Affiliate, report the default to credit reporting agencies and law enforcement authorities, and cooperate with such entities in investigations or prosecutions.
Please note that Meta PRN does not guarantee the Client’s ability to pay or willingness to pay Freelancer Fees, and Meta PRN will not be held liable for and may reverse Freelancer Fees if the Client is in default or initiates a chargeback with their financial institution. In the event of default, Freelancers may utilize the dispute process outlined in the relevant Escrow Instructions to seek recovery of funds from the Client or pursue other remedies of their choosing. Should Meta PRN recover funds from a Client who initiated a chargeback or is in default as described in this Section 6.4, any portion attributable to Freelancer Fees, not already paid by the Client or credited by Meta PRN through any Payment Protection program, will be disbursed to the respective Freelancer.
6.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Clients acknowledge and agree that once Meta PRN charges their designated Payment Methods, the charges are non-refundable unless otherwise specified. Clients also agree not to initiate any chargebacks with their credit card companies, banks, or similar entities.
Client acknowledges and agrees that Meta PRN, its affiliates or their authorized representatives may charge or debit the Client’s designated Payment Method for the fees incurred by Freelancers/Contractors as outlined in the applicable agreement. Once the fees have been charged or debited, the payment is non-refundable, except as provided in the specific agreement or as required by applicable law. Additionally, the Terms of Service offer a dispute resolution process for Clients to address any concerns. Therefore, to the extent permitted by applicable law, Clients agree not to initiate chargebacks with their credit card company, bank, or other Payment Method provider for fees incurred by Freelancers/Contractors. Initiating a chargeback in violation of this obligation constitutes a material breach of the Terms of Service. If a Client initiates a chargeback in contravention of this Agreement, the Client acknowledges that Meta PRN, its affiliates, or their authorized representatives may dispute or appeal the chargeback, pursue collection actions against the Client, close the Client’s account, and take any other appropriate actions as deemed necessary.
6.6 PAYMENT METHODS
Clients are required to designate a Payment Method and provide authorization for Meta PRN to charge that Payment Method accordingly.
To access specific Site Services, Clients must provide valid account information for at least one Payment Method.
When providing Payment Method information through the Site or authorizing payments, Clients confirm that: (a) they are legally authorized to provide such information; (b) they are legally authorized to make payments using the designated Payment Method(s); (c) if Clients are employees or agents acting on behalf of a company or individual that owns the Payment Method, they have the necessary authorization to use the Payment Method for Meta PRN payments; and (d) such actions comply with the terms and conditions governing the use of the Payment Method(s) and applicable laws.
By authorizing a payment through the Site using a Payment Method, Clients assert that sufficient funds or credit are available to complete the transaction. If any amounts owed under this Agreement or other Terms of Service cannot be collected from the designated Payment Method(s), Clients are solely responsible for settling those amounts through alternative means.
Meta PRN bears no liability to any User if a transaction cannot be completed due to limitations imposed by applicable law or financial institutions, or if a financial institution fails to honor any credit or debit to an account associated with the Payment Method. Meta PRN will make commercially reasonable efforts to resolve any payment-related issues promptly.
reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
You are required to use the Site as the sole platform for communication and payment transactions with your Clients or Freelancers for a period of two years from the initial identification or meeting on the Site. Should you choose to bypass this requirement, a Conversion Fee will be applicable. Any violations of this section will be considered a significant breach and may lead to permanent suspension of your Account.
7.1 MAKING PAYMENTS THROUGH META PRN
You are obligated to use Meta PRN exclusively for making payments related to work arising from a relationship established through Meta PRN for a period of two years from the date the relationship was initiated. You acknowledge that a significant portion of Meta PRN’s compensation is derived from the Service Fee and that the value you gain from the platform lies in the relationships you develop with other users. Meta PRN only receives the Service Fee when transactions occur on the Site between Clients and Freelancers. Therefore, unless specified in Section 7.2, during the Non-Circumvention Period of 24 months from the start of the Meta PRN Relationship, you agree to use the Site as the sole method for requesting, making, and receiving payments associated with work involving that person or relationship, and not to bypass the Payment Methods offered on the Site unless you pay a fee to transition the relationship off the Site (the “Conversion Fee”). If you use the Site as an employee, agent, or representative of a business, the Non-Circumvention Period also applies to you and other individuals acting in that capacity with respect to the other user. However, if you and another user collaborated before meeting on the Site, the Non-Circumvention Period does not apply. As an illustration, during the Non-Circumvention Period, you agree not to:
Offer, solicit, or accept contracting, hiring, invoicing, payment, or receipt of payment from parties identified through the Site in any manner other than through the Site.
Invoice or report on the Site, or in a Conversion Fee request, an amount lower than the agreed-upon, actual payment made or received between users.
Refer a user identified on the Site to a non-user third party for the purpose of making or receiving payments outside of the Site.
You are required to promptly notify Meta PRN if someone suggests making or receiving payments outside of the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you become aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Meta PRN. You acknowledge that violating this Section 7.1 is a significant breach of the Terms of Service, which may result in permanent suspension of your Account and the imposition of the Conversion Fee. This Section remains applicable even if you choose to discontinue using the Site, and you must pay the Conversion Fee for each user you wish to continue working with after ceasing to use the Site.
7.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
Prior to entering into a Service Contract, you are required to communicate exclusively through Meta PRN with other users. The provisions outlined in this Section 7.2 apply to interactions between users where the Client has a Basic, Plus, or Marketplace Account, and do not apply to interactions between users where the Client is an Enterprise Client. An “Enterprise Client” refers to a Client, including an Enterprise client or an Meta PRN Business Client, displaying the “Enterprise” badge on their job post or search tile.
For users subject to this Section 7.2, you agree to utilize the communication services provided on the Site to communicate with other users prior to entering into a Service Contract. You agree that, before entering into a Service Contract, you will (a) exclusively use Meta PRN as the method of communication with other users, (b) refrain from sharing your Means of Direct Contact (defined below) with any other user or individual you identified or were identified by through the Site, (c) abstain from using another user’s Means of Direct Contact to attempt communication or solicit contact information outside of Meta PRN, (d) refrain from seeking, providing, or attempting to discover another user’s contact information through public means, and (e) avoid including any Means of Direct Contact or means through which your contact information could be obtained in any profile, proposal, job posting, invitation, or pre-hire communication using the Site’s communication services (including any attached file), unless otherwise stated on the Site.
For the purposes of the Terms of Service, “Means of Direct Contact” refers to any information that enables direct contact with you, such as a phone number, email address, physical address, links to contact forms or other contact information request forms, links to applicant management systems or external proposal/application submission methods, or any information that would allow a user to contact you through social media platforms or other websites or applications with communication tools (e.g., Skype, Slack, Wechat, Facebook). Information is considered a Means of Direct Contact if it enables another user to identify any of the aforementioned information through alternative sources, such as visiting a website containing an email address or locating you via social media.
You acknowledge and agree that a violation of this Section 7.2 constitutes a significant breach of the Terms of Service, which may result in the permanent suspension of your Account.
7.3 OPTING OUT
You have the option to opt out of the non-circumvention agreement by paying a fee.
To be exempt from the obligations stated in Section 7.1 regarding each Meta PRN Relationship, you may choose to pay Meta PRN a Conversion Fee. The Conversion Fee ranges from a minimum of $1,000 USD to a maximum of $50,000 USD for each Meta PRN Relationship, unless the Client and Freelancer have maintained the Meta PRN Relationship for a minimum of two (2) years.
For Meta PRN Relationships involving Enterprise Clients, the calculation and terms of the Conversion Fee may vary if specified in the Enterprise Client contract with Meta PRN.
It is important to understand that if Meta PRN determines that you have violated Section 7, the following actions may be taken: (a) charging your Payment Method the Conversion Fee, including any applicable interest if permitted by law, or sending you an invoice for the Conversion Fee (including interest) which must be paid within 30 days; (b) closing your Account and revoking your authorization to use the Services; and (c) holding you responsible for all losses, costs (including the time of Meta PRN’s internal workforce), and reasonable expenses (including attorneys’ fees) incurred in investigating the breach and collecting the fees.
The Conversion Fee is calculated as 13.5% of the estimated earnings over a twelve (12) month period. This calculation is based on the Hourly Rate, which is determined by multiplying the highest hourly rate charged by the Freelancer on any Service Contract with the Client by 2,080. If no hourly rate is specified in the Service Contract, the Hourly Rate is derived from the Freelancer’s profile at the time the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to the Marketplace Fee. However, if the Client and Freelancer have maintained an Meta PRN Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes. Please note that the Conversion Fee is non-refundable.
Meta PRN offers a discount on the Conversion Fee equal to the total amount of Marketplace Fees paid by the Client to Meta PRN in the preceding twelve (12) months for each marketplace Service Contract between the Client and the Freelancer. Nevertheless, the Conversion Fee will not be discounted below the minimum amount of $1,000 USD under any circumstances.
8. RECORDS OF COMPLIANCE
You agree to fulfill the obligation of creating and maintaining all necessary records.
It is your sole responsibility to create, store, and back up your business records. You acknowledge that Meta PRN is not obligated to store, maintain, or provide you with a copy of any content or information you provide, except as required by applicable law.
9. WARRANTY DISCLAIMER
We do not assume responsibility for the quality, safety, or reliability of our Services.
Meta PRN and its affiliates do not make any representations or warranties regarding the Services. This includes any guarantees of uninterrupted or error-free service. We provide the Services, including all content and information, on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Meta PRN and its affiliates disclaim any implied or statutory warranties, including but not limited to warranties of title, accuracy of data, non-infringement, merchantability, or fitness for a particular purpose.
10. LIMITATION OF LIABILITY
We have limited liability towards you.
Meta PRN shall not be held liable for any damages or losses arising from or related to the Terms of Service. This includes, but is not limited to:
(i) Your use of, or inability to use, our Site or Site Services.
(ii) Delays or disruptions in our Site or Site Services.
(iii) Viruses or malicious software obtained from our Site or Site Services.
(iv) Glitches, bugs, errors, or inaccuracies on our Site or Site Services.
(v) Damage to your hardware device resulting from the use of our Site or Site Services.
(vi) Actions or inactions of third parties using our Site or Site Services.
(vii) Suspension or other actions taken with respect to your Account.
(viii) Reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, feedback, or metrics found on our Site.
(ix) Changes to the Terms of Service requiring modifications to your practices, content, or behavior or resulting in the loss of business opportunities.
Furthermore, Meta PRN, our affiliates, licensors, and third-party service providers shall not be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages. This includes litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.
The liability of Meta PRN, our affiliates, licensors, and third-party service providers to any User for any claim arising from this Agreement or the other Terms of Service is limited to the lesser of: (a) $2,500 or (b) any fees retained by Meta PRN for service contracts involving the User as a Client or Freelancer within the six-month period preceding the claim.
These limitations apply to any liability arising from any cause of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Meta PRN has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail in their essential purpose. Some states and jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations and exclusions may not apply to you in their entirety.
You agree not to hold Meta PRN responsible for any disputes you may have with other Users.
As Meta PRN is not a party to any contract between Users, you release Meta PRN, our affiliates, officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from any claims, demands, and damages (actual and consequential) arising from or connected with any dispute you have with another User. This release applies to disputes in both legal and equitable contexts that exist at the time you enter into the Agreement. It includes disputes related to the performance, functions, and quality of Freelancer Services provided by a Freelancer to a Client, as well as refund requests arising from such disputes. Procedures for handling certain disputes between Users are outlined in the Escrow Instructions.
You also waive the protections of California Civil Code § 1542 (or any similar law in another applicable jurisdiction), which states that a general release does not extend to claims that the releasing party is unaware of or does not suspect to exist, and that, if known, would materially affect their settlement with the released party.
Please note that this release does not apply to claims related to Meta PRN’s failure to meet our obligations under the Terms of Service.
If you do something using our Services that results in us being sued or fined, you agree to cover our costs or losses as described below.
You agree to indemnify, defend, and hold harmless Meta PRN, our affiliates, and our respective directors, officers, employees, representatives, and agents (referred to as “Indemnified Party”) from any claims (referred to as “Indemnified Claims”), damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising out of or related to:
(a) Your use of the Services, including any payment obligations or defaults incurred through the use of the Services;
(b) Any Work Product or User Content related to your use of the Services;
(c) Any Service Contract entered into by you or your agents, including issues related to the classification of a Freelancer/Contractor as an independent contractor and any employment-related claims;
(d) Your or your agents’ failure to comply with the Terms of Service;
(e) Your or your agents’ failure to comply with applicable law;
(f) Negligence, willful misconduct, or fraud by you or your agents;
(g) Your or your agents’ violation of any third-party right, including but not limited to privacy rights, publicity rights, or intellectual property rights.
For the purposes of this section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
“Indemnified Claim” refers to any claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) brought by you, a third party, or another User against an Indemnified Party.
“Indemnified Liability” refers to any claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) brought by an Indemnified Party against you, a third party, or another User.
13. AGREEMENT TERM AND TERMINATION
This section outlines the duration of this Agreement, the conditions for termination by either party, and the consequences of termination.
Duration: This Agreement will remain in effect as long as you continue to use the Services provided by Meta PRN.
Termination by You: You have the right to terminate this Agreement at any time by closing your Meta PRN account and ceasing to use the Services. You can close your account by following the instructions provided on the Meta PRN website or by contacting Meta PRN’s customer support.
Termination by Meta PRN: Meta PRN reserves the right to terminate this Agreement or suspend your access to the Services at any time for any reason, including, but not limited to, the following:
a. Breach: If you violate the Terms of Service or any other agreements between you and Meta PRN, Meta PRN may terminate this Agreement immediately without prior notice.
b. Legal Requirements: If Meta PRN is required to terminate the Agreement due to legal or regulatory requirements, it may do so without prior notice.
c. Business Decision: Meta PRN may decide to discontinue the Services or any part thereof, in which case it may terminate this Agreement by providing reasonable notice.
Consequences of Termination:
a. Account Closure: If either party terminates this Agreement, your right to access and use the Services will immediately cease, and your Meta PRN account will be closed.
b. Obligations and Rights: Termination does not relieve you of any obligations or liabilities incurred prior to termination. Additionally, any rights or licenses granted to Meta PRN under this Agreement will survive the termination to the extent necessary for Meta PRN to exercise its rights and fulfill its obligations.
c. Disputes and Indemnification: The provisions of the Agreement relating to disputes, indemnification, limitations of liability, and other applicable sections will survive termination.
d. Effect on Service Contracts: Termination of this Agreement does not automatically terminate any Service Contracts you have entered into with other Users on the Meta PRN platform. The terms and conditions of those Service Contracts will govern their termination.
e. Data Retention: Meta PRN may retain your data and information for a reasonable period as necessary for legal, regulatory, or business purposes, even after termination.
It is important to review the Terms of Service for specific details and additional provisions regarding the termination of this Agreement.
Both you and Meta PRN have the right to terminate this Agreement, and certain rights and obligations will continue even after termination.
Termination by Either Party: Either you or Meta PRN can terminate this Agreement at any time, for any reason, by providing written notice to the other party. Upon termination, all other Terms of Service will also be terminated, unless expressly agreed otherwise in writing.
Termination by You: If you decide to terminate this Agreement, you must provide written notice to legalnotices@MetaPRN.com. Your access to the Services will be revoked, and your account will be closed.
Impact on Service Contracts: You acknowledge that Meta PRN is not a party to any Service Contracts between Users. Therefore, terminating this Agreement does not automatically terminate or affect any ongoing Service Contracts or Projects. If you attempt to terminate this Agreement while having open Projects:
a. You instruct Meta PRN to close any open contracts.
b. You remain bound by this Agreement and the other Terms of Service until all Projects have closed, and your access to the Site has been terminated.
c. Meta PRN will continue to provide necessary Services to complete open transactions.
d. You are still obligated to pay any outstanding amounts accrued as of the termination date or the closure of open Service Contracts, whichever is later, to Meta PRN for Services or to Freelancers for Freelancer Services.
Termination by Meta PRN: Meta PRN reserves the right to revoke or limit access to the Services, deny registration, or terminate your account under certain circumstances, including:
a. Breach of Terms: If you violate any terms and conditions of this Agreement or the Terms of Service.
b. False Information: If Meta PRN reasonably believes that you provided false or misleading information.
c. Legal Liability: If your actions may cause legal liability for yourself or others or be contrary to the interests of the Site or User community.
d. Legal Requirement: If Meta PRN is required to do so by law, legal process, or law enforcement.
If your account is closed, you are prohibited from using the Site under the same or a different account without prior written consent from Meta PRN. Meta PRN may reclaim funds in the closed account and use available payment methods to cover any outstanding amounts owed, as permitted by applicable law.
Account Closure Notification: Meta PRN may notify other Users who have entered into Service Contracts with you about the closure of your account and provide a summary of the reasons for the closure, where allowed by law. Meta PRN is not liable for any consequences arising from such notifications.
Survival of Terms: Certain provisions of this Agreement and the other Terms of Service will survive termination. These provisions include those related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability. Termination does not release you or Meta PRN from obligations incurred prior to termination.
Please note that the complete Terms of Service should be referred to for specific details and additional provisions regarding termination and the post-termination period.
or omission prior to such termination.
14. DISPUTES BETWEEN YOU AND META PRN
Section 14 of the agreement discusses the process for resolving disputes between you and Meta PRN. It states that the goal is to resolve disputes quickly and cost-effectively. Unless you opt out, both parties agree to resolve any claims, disputes, or controversies through binding arbitration on an individual basis. This means that both parties give up the right to a jury trial or court trial before a judge.
The choice of law governing the agreement, including the arbitration provision, is the State of California, except for claims made by freelancers located within the United States, which will be governed by the law of the state in which the freelancer resided when the dispute arose. The Federal Arbitration Act governs the arbitration provision itself.
Before initiating arbitration, you and Meta PRN agree to notify each other of the claim and seek informal resolution. The notice should include relevant account information, a brief description of the claim, and contact information. Both parties have 60 days from the receipt of the notice to informally resolve the claim.
If the parties are unable to resolve the claim within 60 days, the agreement requires final and binding individual arbitration before an arbitrator from JAMS (Judicial Arbitration and Mediation Services). The arbitration will take place in Santa Clara County, California, or in the same state and within 25 miles of where the user is located, depending on the nature of the claim. The JAMS Comprehensive Arbitration Rules and Procedures will apply, and the arbitrator’s decision will be final and binding, subject to review under the Federal Arbitration Act.
The arbitration provision does not apply to litigation or claims for workers’ compensation, state disability insurance, or unemployment insurance benefits. It also does not prevent you from reporting or filing claims with government agencies.
The interpretation and enforcement of the arbitration provision will be decided by the arbitrator, except for disputes regarding the enforceability, revocability, scope, validity, or breach of the class action waiver, which may be resolved by a civil court.
The arbitration provision includes a class action waiver, meaning disputes must be brought on an individual basis and not as a class or collective action. However, disputes related to private attorney general representative actions under the California Labor Code may be maintained in court.
You have the right to opt out of the arbitration provision by notifying Meta PRN in writing within 30 days of your initial registration for the site. If you don’t opt out, your continued relationship with Meta PRN constitutes acceptance of the terms.
Section 15.1 states that the agreement between you and Meta PRN, including the Terms of Service, represents the entire agreement between both parties regarding the Services. It supersedes any prior agreements and applies to actions taken after the effective date of this Agreement. The only exception is if there is a Premium Agreement, such as an Enterprise Agreement for premium services, which would supersede these Terms of Service to the extent specified in that agreement. Written email or letter communications, as well as verbal agreements, cannot replace or constitute a Premium Agreement.
15.2 MODIFICATIONS; WAIVER
According to Section 15.2 of the agreement, Meta PRN has the right to modify the Terms of Service and other agreements at any time. They will provide reasonable advance notice of any substantial changes, known as “Substantial Changes,” by posting the updated terms on the Site and notifying users either on the Site or by email. If the Substantial Change involves an increase in fees, Meta PRN will give at least 30 days’ notice, but they may not provide advance notice for fee reductions, temporary or promotional fee changes, or changes that are not considered Substantial Changes.
Revisions to the Terms of Service will become effective on the specified effective date. However, no modification or amendment to the Terms of Service will be binding on Meta PRN unless it is agreed upon in a written instrument signed by an authorized representative or posted on the Site by Meta PRN. Email communication will not qualify as a written instrument for the purpose of this section.
It’s important to note that Meta PRN’s failure to take action against a breach of the agreement by you or others does not waive their right to take action in response to subsequent or similar breaches. They do not guarantee that they will take action against all breaches of the User Agreement.
According to the terms stated in the agreement, you are generally not allowed to transfer or assign the Terms of Service or any rights or obligations under it without obtaining approval from Meta PRN. However, there are specific provisions outlined in the agreement for the assignment of the Terms of Service or your account to a successor in certain circumstances.
If there is an acquisition of your company or a significant portion of your assets, a merger, or a change in majority ownership of your company, you are required to provide written notice to Meta PRN, either by mail to the specified address or by email to Legal@MetaPRN.com. The notice should include various details such as your Account username, name, address, telephone number, email address, information about the acquisition or change in ownership, and the effective date of such change.
Meta PRN will review the notice and has a specific timeframe to object to the assignment. If no objection is received within the specified timeframe (5 business days for email or 7 business days for written notice) and the notice is properly addressed, the assignment will be considered permissible.
It’s important to note that these provisions do not apply to Enterprise Clients. For any other assignments, you must obtain Meta PRN’s prior written consent, which can be requested via email or letter using the provided addresses. Any other attempted transfer or assignment without consent will be considered null and void.
15.4 SEVERABILITY; INTERPRETATION
According to the agreement, if any provision of the Agreement (including the Terms of Service) is deemed invalid or unenforceable under applicable law, the provision will be modified and interpreted to the extent necessary to achieve the objectives of that provision to the greatest extent possible under the law. The remaining provisions of the Agreement will continue to be valid and enforceable.
If a provision is found to be illegal, invalid, or unenforceable in whole or in part under applicable law, it will be ineffective only in the jurisdiction where it is deemed so, to the extent of its illegality, invalidity, or unenforceability. The provision will be modified to comply with the applicable law while preserving the intent of the parties to the maximum extent possible.
Importantly, the illegality, invalidity, or unenforceability of a provision in one jurisdiction will not affect the legality, validity, or enforceability of that provision or any other provision in any other jurisdiction. Each provision will be assessed independently based on the applicable law of the relevant jurisdiction.
15.5 FORCE MAJEURE
According to the terms of the agreement, both parties will be temporarily relieved from their obligations under the Agreement if certain circumstances beyond their control arise. These circumstances include, but are not limited to:
Telecommunications or Internet failures
Acts of government
Governmental requirements and regulations
Restrictions imposed by law
Any other similar event beyond the parties’ reasonable control
In such cases, the parties will not be held responsible for any delay or failure to perform their obligations under the Agreement for a reasonable period of time. This provision allows for flexibility and acknowledges that unforeseen events may occur that are beyond the parties’ control, affecting their ability to fulfill their obligations.
15.6 PREVAILING LANGUAGE AND LOCATION
According to the terms of the agreement, the English language version of the Terms of Service will be the controlling and prevailing version in case of any inconsistencies with translated versions, if any. This means that if there are any discrepancies or conflicts between the English version and translated versions of the Terms of Service, the English version will take precedence.
Additionally, the agreement states that the Site is controlled and operated from facilities located in the United States. This implies that the operations and management of the Site are based in the United States.
15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
According to the terms of the agreement, Meta PRN does not make any representations that the Site or Services are appropriate or available for use outside of the United States. If individuals access or use the Site from other jurisdictions, they do so at their own risk and are responsible for complying with all applicable laws and regulations, both in the United States and abroad, including export and import regulations.
Users are prohibited from selling, exporting, re-exporting, transferring, diverting, or disposing of any software or service without obtaining the necessary authorizations from the appropriate government authorities. Users must also ensure that they are not prohibited from receiving U.S. origin products, including services or software.
To access or use the Services, users must represent that they, the company they represent, and any beneficial owner are not:
(a) citizens or residents of a geographic area where access to or use of the Site or Services is prohibited by applicable law;
(b) citizens or residents of, or located in, a geographic area subject to U.S. or other sovereign country sanctions or embargoes; or
(c) individuals or entities identified on certain restricted lists maintained by U.S. government departments, such as the Department of Commerce Denied Persons or Entity List, the Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the Department of State Debarred Parties List, or are otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
Users are required to immediately cease using the Services and their license to use the Services will be revoked if their country of residence or other circumstances change such that the above representations are no longer accurate.
15.8 CONSENT TO USE ELECTRONIC RECORDS
According to the agreement, Meta PRN and its affiliates may need to provide certain communications, notices, agreements, statements, or disclosures in writing regarding the Services. You, as the user, consent to receiving these records electronically from Meta PRN and its affiliates instead of receiving them in paper form.
Here are the definitions of the capitalized terms mentioned in the agreement:
“Client”: Refers to any authorized user of the Site or Site Services, including Direct Contract Services, who seeks or obtains Freelancer Services from another user.
“Confidential Information”: Refers to any material or information provided to or created by a user to evaluate a project or the suitability of another user, or provided in connection with a project. It does not include information that is generally known, lawfully received without restriction, already known by the user prior to receiving it, or independently developed by the user.
“Direct Contract”: Refers to a contract entered into on Meta PRN between a Freelancer on Meta PRN and a client of the Freelancer who does not have an Meta PRN Account.
“Fixed-Price Contract”: Refers to a service contract for which the client is charged a fixed fee agreed upon between the client and the Freelancer before the commencement of the contract.
“Freelancer”: Refers to any authorized user of the Site or Site Services, including Direct Contract Services or Any Hire Services, who utilizes the Site to advertise, provide, or receive payment for Freelancer Services to clients.
“Freelancer Fees”: Refers to the fees charged by Freelancers, which may vary depending on the type of contract (Hourly Contract or Fixed-Price Contract) and any additional bonuses or payments made by clients.
“Freelancer Services”: Refers to all services performed for or delivered to clients by Freelancers.
“Hourly Contract”: Refers to a service contract for which the client is charged based on the hourly rate charged by the Freelancer.
“Hourly Invoice”: Refers to the report of hours invoiced by a Freelancer for a stated period of Freelancer Services performed for a client.
“Including”: Indicates that the list provided is not exhaustive and other items may be included.
“Intellectual Property Rights”: Refers to various rights related to intellectual property, such as patent rights, copyright rights, trademark rights, trade secret rights, etc.
“Payment Method”: Refers to the acceptable methods of payment, including credit cards, bank accounts, PayPal, or other methods accepted by Meta PRN.
“Project”: Refers to an engagement for Freelancer Services that a Freelancer provides to a client under a Service Contract on the Site.
“Staffing Employee”: Refers to a Freelancer enrolled in Meta PRN Payroll, accepted for employment by a Staffing Provider, and assigned to provide Freelancer Services to one or more clients.
“Service Contract”: Refers to the contractual provisions between a client and a Freelancer governing the Freelancer Services to be performed for a project. It includes Direct Contracts, Any Hire Contracts, or contracts related to Meta PRN Payroll.
“Substantial Change”: Refers to a change in the terms of the Terms of Service that materially reduces the user’s rights or increases their responsibilities.
“Meta PRN App”: Refers to the online platform accessed using Meta PRN’s downloaded application or other software, which enables time tracking, invoicing, chat, and screenshot sharing with other users.
“User Content”: Refers to any content or information posted by users on the Site, including comments, remarks, data, feedback, photographs, videos, etc.
“Work Product”: Refers to the tangible or intangible results or deliverables that a Freelancer agrees to create for or deliver to a client as a result of performing the Freelancer Services.
Please note that the definitions provided here are based on the information provided in the agreement and may be subject to the specific context and interpretation within the agreement
Proprietary Rights Infringement Reporting Procedures
Meta PRN Inc. (“Meta PRN,” “our,” “us,” or “we”) is committed to upholding the intellectual property rights of others and ensuring that our platform contains no infringing content. To facilitate this, we have established a procedure for addressing complaints related to user-posted content. Please review the following policy and procedures:
Claims of Copyright Infringement:
In accordance with the Digital Millennium Copyright Act (DMCA), Meta PRN has implemented procedures for receiving notifications of alleged copyright infringement. We have designated our Legal Department as the agent to receive such notices. If you genuinely believe that your copyright has been infringed, you must submit a written communication that includes the following:
An electronic or physical signature of the authorized person acting on behalf of the copyright owner.
A description of the copyrighted work that has been allegedly infringed, including a URL or link to the material, if possible.
Specific details about the location on our website(s) where the infringing material can be found, including a URL or link to the material, enabling us to locate it.
Your email address, mailing address, and/or telephone number for contact purposes.
A statement, made under penalty of perjury, that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
To submit a notice of copyright infringement, please send your communication to Meta PRN’s Legal Department via email at firstname.lastname@example.org.
Upon receiving a notice, Meta PRN may take appropriate action, including removing or disabling access to the allegedly infringing material, as deemed necessary in our sole discretion. Please be aware that if you misrepresent information in your notice, you may be liable for damages, including costs and attorneys’ fees. In the event of material removal or access disablement, we will make reasonable efforts to contact the poster of the allegedly infringing material, allowing them to submit a counter-notification as described below.
If you believe that a notice of copyright infringement has been mistakenly filed against you, you have the right to submit a counter-notification in accordance with Sections 512(g)(2) and (g)(3) of the DMCA. To do so, you must provide a written communication that includes the following:
Your physical or electronic signature.
Identification of the material that was removed or disabled, including the specific URL or link.
A statement, made under penalty of perjury, that you have a good-faith belief that the removal or disablement was a mistake or that the material was misidentified.
Your full name, email address, mailing address, and a statement consenting to the jurisdiction of the Federal District Court:
If your address is in the United States, you consent to the jurisdiction of the judicial district where your address is located.
If your address is outside the United States, you consent to the jurisdiction of the ???? District of Maryland (Baltimore County).
You further agree to accept service of process from the complainant who submitted the notice or their authorized agent.
To submit a counter-notification, please send your communication to Meta PRN’s Copyright Agent via email at email@example.com.
Trademark and Other Intellectual Property Right Infringement Notices:
For claims of trademark infringement or other intellectual property infringement, you must provide us with clear information regarding the location of the alleged infringing work, including the URL or link where it can be found. Additionally, please include complete details about your trademark or intellectual property
SUPPLEMENTAL PRIVACY NOTICE FOR CALIFORNIA RESIDENTS
Please rewrite to avoid copyright infringement:
Summary of Information We Collect:
We or our service providers may collect the following categories of information for the purposes listed below, as defined in applicable laws:
Providing the Service: Account management, freelancer-client matching, customer service, advertising, marketing, analytics, and communication regarding the Service.
Operational Purposes: Activities related to our or our service providers’ operations.
Auditing: Measuring ad impressions and consumer interactions on our site.
Privacy and Security: Detecting, protecting against, and prosecuting privacy and security incidents, as well as fraudulent or illegal activities.
Bug Detection and Service Maintenance: Identifying and resolving technical issues, reporting errors, and ensuring Service quality and safety.
Law Compliance: Investigating compliance with and enforcing legal requirements.
Short-term Use: Customizing content displayed on the Service by us or our service providers.
Service Improvement and Development: Conducting research for enhancing existing services or creating new ones.
Commercial or Economic Interests: Third-party advertising, communicating relevant offers from us or our partners.
Other Uses: Any additional purposes for which we provide notice to you.
Examples illustrating these uses are provided below. Additionally, we may use the listed categories of personal information to comply with applicable laws and regulations. We may aggregate or de-identify the information we collect to prevent identification of individual users or devices.
Categories of Personal Information We Collect:
Identifiers: Name, Email Address, Phone Number, Social Media Account Information, Profile Data, IP Address.
Commercial Information: Transaction-associated data.
Financial Data: Bank Account, Credit Card or other financial account information, and billing address.
Internet or Other Network or Device Activities: Unique device and app identifiers, browsing history, usage data, browser and operating system information, referring URLs or advertisements, search engine terms, visited areas within the Service, clicked links, viewed content, response times, download errors, length of page visits, and similar statistics.
Geolocation Information: General location data.
Sensory Information: Audio recordings (e.g., customer service calls) and video recordings (with permission).
Other Information: User-generated content (e.g., community posts, feedback, job postings), photographs, work examples, previous work information (both within and outside the Service), skills, tests taken, test scores, hourly pay rates, and earnings information.
“Sale” or “Sharing” of Personal Information:
We do not engage in the traditional sale of your personal information. However, we may utilize third-party cookies on our site for advertising or marketing purposes, which may involve the “sharing” or “sale” of Identifiers and Internet or Other Network or Device Activities categories.
To opt out of the “sale” and “sharing” of your personal information, you can use the “Do not sell or share my personal info” banner on our website or click the corresponding footer link. Please note that this opt-out applies to the specific browser and device, and you will need to repeat the process if you clear your cookies or use a different browser or device.
We will retain your personal information for as long as necessary to fulfill the purposes for which it was collected, including compliance with legal, regulatory, accounting, or reporting requirements.
Hourly, Bonus, and Expense Payment Agreement with Instructions
If the Client and Contractor/Freelancer enter into an agreement for fixed-price or hourly work, or if the Client makes a bonus or expense payment to the Contractor/Freelancer, the following Payment Agreement applies.
We reserve the right to modify this Agreement and its Payment Instructions without prior notice, and any revisions will be effective upon posting on the Site, unless stated otherwise. Please check the Site regularly for updates.
This Agreement incorporates the Terms of Service by reference. Terms not defined here are defined in the User Agreement, elsewhere in the Terms of Service, or on the Site.
By accepting a fixed-price or hourly contract, or making a bonus payment, the Client and Freelancer are considered to have electronically executed this Agreement. This electronic execution is in accordance with applicable laws, including the Maryland Civil Code and the federal Electronic Signatures in Global and National Commerce Act (E-Sign Act). By accepting, both parties acknowledge their ability to conduct the transaction electronically and to receive, download, and print this Agreement and its Payment Instructions.
2.1 Weekly Hourly Invoices
For hourly contracts, Pay Logs are generated upon contract acceptance. The Pay Log shows weekly pay periods starting on Monday at 00:00 midnight UTC and ending on Sunday at 23:59 UTC. Contractors/Freelancers can record their hours and start/end times for each day worked during the pay period. Overtime hours can also be recorded. Invoices are generated based on the Pay Log inputs. By recording time and creating an hourly invoice, the Freelancer/Contractor represents that the services have been completed satisfactorily and that the reported hours are true, accurate, and complete.
2.2 Pay Log Review
Clients must review and approve the Pay Log to initiate payments to Freelancers/Contractors. After approval, payments are automatically sent through our third-party processor, Stripe. If a Client wishes to dispute the submitted hours, they…
Bonus or Expense Payments
Clients can make bonus, tip, expense, or other miscellaneous payments to Freelancers through the Site. To make such payments, the Client must follow the instructions on the Site and provide the requested information. Once a payment is initiated, it will be processed through our third-party payment processor, Stripe.
Irrevocable Payment Instructions
The Client’s instruction to pay the Freelancer is irrevocable. This instruction authorizes the transfer of funds from the Client’s account or charges the Client’s Payment Method. It also represents the Client’s acceptance of the work or expense. Once the payment instruction is received, funds will be transferred to the Freelancer, and there will be no responsibility to recover such funds. Therefore, the charge is non-refundable.
Meta PRN provides limited payment protection to Users through Hourly Payment Protection.
6.1 Freelancer Protection
In the event of non-payment by a Client, Meta PRN offers Hourly Payment Protection to Freelancers. Eligibility is determined by various criteria set by Meta PRN. The protection covers specific situations and limits the amount of coverage based on certain factors.
6.2 Client Protection
For Clients, Meta PRN allows adjustments to the Hourly Invoice for hours that are not clearly related to the contract requirements or agreed work. The eligibility criteria for protection are outlined, and adjustments are made based on the terms set by both the Client and Freelancer.
7.1 Disputes Initiated via the Platform
Clients may dispute Freelancer’s hours within a specific timeframe. It is the Client’s responsibility to review and file any disputes during this period. Meta PRN investigates and determines whether adjustments are appropriate based on the instructions provided by the parties.
REFUNDS AND CANCELLATIONS
Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If a Client believes that a refund or cancellation is warranted, they should contact Freelancer directly to discuss the issue. If an agreement cannot be reached, both Client and Freelancer may request assistance from Meta PRN’s support team.
Meta PRN reserves the right to review refund or cancellation requests and make a determination based on the specific circumstances of the case. If Meta PRN determines that a refund or cancellation is appropriate, it will facilitate the process and ensure that funds are returned to the Client or adjusted accordingly.
It is important to note that any refunds or cancellations are subject to the policies outlined in the Terms of Service and any additional agreements between the Client and Freelancer.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the User Agreement. Any disputes arising out of or in connection with this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the User Agreement.
This Agreement, along with the Terms of Service and any additional agreements referenced herein, constitutes the entire agreement between Client and Freelancer regarding the payment instructions and terms. Any modifications or amendments to this Agreement must be made in writing and agreed upon by both parties.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to replace any invalid provision with a valid provision that achieves the original intent and economic effect of the Agreement to the greatest extent possible.
If you have any questions or need assistance regarding this Agreement or the payment instructions, please contact Meta PRN’s customer support team through the Site.
By accepting this Agreement, both Client and Freelancer acknowledge that they have read, understood, and agreed to the terms and conditions set forth herein.