Escrow Instructions

 

Effective Date: August 5, 2017

Every time a Traveler and a Service Provider enter into a Contract on trapeer.com, these Escrow Instructions apply. These Escrow Instructions govern all contractual payments. If you wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate the Terms of Service. Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Contracts.

  1. Digital Signature

By clicking to fund Escrow (a “Funding Approval”) or to accept a Contract, Traveler and Service Provider are deemed to have executed these Escrow Instructions electronically, effective on the date Service Provider clicks to accept the engagement. Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Engagement.

  1. Release and Delivery of Amounts in Escrow

Traveler and Service Provider irrevocably authorize and instruct Trapeer.com release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Service Provider Escrow Account or Traveler Escrow Account, as applicable, via the Site, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Service Provider’s or Traveler’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 Release Conditions

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Traveler clicks to release funds to Service Provider.
  2. Service Provider cancels the contract before a milestone payment has been released.
  3. Traveler and Service Provider have submitted joint written instructions for a Release.
  4. Traveler and Service Provider agree to close the contract.
  5. Traveler or Service Provider has failed to make its Arbitration payment initiated by the other Party pursuant to the Dispute Assistance Policy in Section 5 of these instructions.
  6. Traveler and Service Provider have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Policy in Section 5 of these instructions.
  7. Traveler or Service Provider has failed timely to respond to an Trapeer Dispute Assistance notification as required by the Dispute Assistance Policy in Section 5 of these instructions.
  8. Traveler or Service Provider has failed timely to pay for its share of Arbitration costs as required by the Dispute Assistance Policy in Section 5 of these instructions.
  9. Traveler or Service Provider otherwise has failed to comply with the Dispute Assistance Policy in Section 5 of these instructions.
  10. Submittal of the final binding award of an arbitrator appointed pursuant to the Dispute Assistance Policy in Section 5 of these instructions.
  11. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken.
  12. We believe, in our sole discretion, that fraud, illicit acts, or a violation of Trapeer’s Terms of Service has been committed or is being committed or attempted, in which case Traveler and Service Provider irrevocably authorize and instruct trapeer.com to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including to return the proceeds of such acts to their source of payment.
  1. Dormant Engagements

To be fair to Travelers and Service Providers, Trapeer has a procedure for Fixed-Price Contracts that appear Dormant. For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Escrow Funding, Escrow Release, Escrow Refunds, Funding requests, Release requests, Engagement Cancellation requests, Status Report submittals, or actions under the Fixed Price Dispute Assistance Policy.

If a Fixed-Price Contract has a Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms, then the Engagement will be “Dormant.” Dormant Engagements are subject to the following rules:

  1. Trapeer will notify Traveler when the Engagement becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, Trapeer will notify the Service Provider that the Engagement is Dormant.
  3. If Service Provider and Traveler take no action for 7 days after the Dormant Date, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release escrow funds to Traveler.
  4. If Service Provider submits a Release request and Traveler does not take any action for 14 days from the date of the Release request, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release to Service Provider the amount related to the milestone with Release request.
  5. All funds released to Service Provider under this Section, Dormant Engagements, will be subject to the applicable Service Fees for Service Providers.
  1. Refunds and Cancellations

Traveler and Service Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Traveler or Service Provider can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Traveler or Service Provider by following the steps below.

4.1 Cancellation by Service Provider

If Service Provider wants to cancel a contract with funds held in escrow, Service Provider must click to close the contract. When Service Provider clicks to close the contract, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release to Traveler all Escrow funds associated with the contract.

4.2 Cancellation by Traveler

If Traveler wants to cancel a contract with funds held in escrow, Traveler must click to close the contract. Service Provider must either click to approve or dispute the Traveler’s cancellation within 7 days. If Service Provider approves the cancellation, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release to Traveler all escrow funds associated with the contract. If you are using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website, Service Provider must dispute the Traveler’s cancellation via support ticket within 7 days. If Service Provider takes no action within 7 days from the date Service Provider was notified of the cancellation, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release to Traveler all Escrow funds associated with the contract. If Service Provider disputes the cancellation, Service Provider and Traveler will be offered Trapeer Dispute Assistance.

  1. Dispute Assistance Program

If Traveler and Service Provider fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 4, Trapeer provides this Dispute Assistance Program as a mechanism to resolve the Dispute.

5.1 Definitions and Key Dates

    1. “Arbitration” means binding non-appearance based Arbitration by a neutral third party as described in Section 5.
    2. “Arbitration Payment” means Traveler’s or Service Provider’s applicable portion of the costs of Arbitration as more particularly described in Section 5 below.
    3. “Arbitration Limitations Date” means the date 30 days after the date a Dispute is filed via the Site or via support ticket with Trapeer.
    4. Dispute” means a dispute between a Traveler and Service Provider concerning a Fixed-Price Engagement and covered by this Dispute Assistance Program.
    5. “Dispute Assistance Deadline” means the date 30 days after the Traveler was billed for the last milestone.
    6. “Trapeer Dispute Assistance” means the Dispute assistance provided by Trapeer as set forth in this Section 5.

5.2 Availability of Trapeer Dispute Assistance

Dispute Assistance is only available (i) after initial funding of the Fixed Price Escrow Account associated with the Engagement, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Service Provider or the Traveler via the Site after the Dispute Assistance Deadline.

5.3 Non-Binding Assistance

Trapeer will first attempt to assist Traveler and Service Provider by reviewing the Dispute and proposing a mutual, non-binding resolution.

    • The Trapeer Disputes team will notify Traveler and Service Provider via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
    • If both Traveler and Service Provider respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
    • The proposed resolution is non-binding; Traveler and Service Provider can choose whether or not to agree to it. If Traveler and Service Provider agree in writing to the proposed resolution, Traveler and Service Provider agree that Trapeer is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the final resolution.
    • If Traveler or Service Provider disagrees with Trapeer’s proposed, non-binding resolution, they may proceed to Arbitration. If Traveler and Service Provider do not choose to arbitrate, Service Provider and Traveler agree that Trapeer is authorized and irrevocably instructed to immediately release to Traveler all funds held in Escrow.
    • If Traveler or Service Provider chooses to arbitrate by notifying Trapeer via support ticket of their intent to arbitrate, Trapeer will notify both Traveler and Service Provider via ticket that they must make the Arbitration Payment within 5 business days of the notice (the “First Arbitration Notice“). If both parties make the Arbitration Payment (including after initial notice of non-payment), then Trapeer will deliver instructions for initiating Arbitration.
    • If Traveler or Service Provider does not make the Arbitration Payment within 5 business days of the notice, Service Provider and Traveler will be deemed to have irrevocably authorized and instructed Trapeer to, and Trapeer will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, Trapeer will close the Dispute.
    • If Traveler and Service Provider both do not make the Arbitration Payment by the Arbitration Limitations Date, then Traveler and Service Provider will be deemed to have authorized and instructed Trapeer to, and Trapeer will, release the disputed funds to Traveler, to the extent that any disputed funds remain in the Escrow Account, if no funds remain Trapeer will close the Dispute.

    5.4 Arbitration for a Fixed-Price Engagement

    Service Provider and Traveler each has the right to demand Arbitration of a Fixed-Price Engagement before the Arbitration Limitations Date if the Escrow associated with the Engagement has been funded at least once. If either Traveler or Service Provider demands Arbitration in accordance with these Escrow Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

    Any such Arbitration will be conducted by a neutral third-party Arbitration services: the American Arbitration Association (“AAA”).The Arbitration rules and fees for each are set out in Appendix A (for the AAA) to these Escrow Instructions. By default, Arbitration will be conducted by AAA unless Trapeer chooses another Arbitration service.

    5.5 Filing the Case with the Arbitrator

    When a User demands Arbitration (the “Arbitration Plaintiff”), or when the circumstances dictate that Trapeer notify that Member of its right to file for Arbitration as described above, Trapeer will provide that Member with instructions on initiating the Arbitration. After the parties have initiated the Arbitration, Trapeer will provide the arbitrator with supporting documentation including but not limited to the documents submitted to Trapeer during the dispute resolution process, information available via the Site, and access to the Site.

    If the Arbitration Plaintiff makes the Arbitration Payment, Trapeer will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to make the Arbitration Payment and submit to such Arbitration within 5 business days after the First Arbitration Notice, Trapeer will suspend the Arbitration Respondent’s account, then both parties will be deemed to have irrevocably authorized and instructed Trapeer to, and Trapeer will, release the funds sought by the Arbitration Plaintiff in the demand for Arbitration to the Arbitration Plaintiff, to the extent such funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trapeer will close the Dispute.

    If both parties pay their portion of the Arbitration fees, Trapeer will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, Trapeer will provide the arbitrator with relevant documentation, including information collected in the informal dispute process and contents of the workroom.

    5.6 Authorization to Collect Arbitration Fees

    When you electronically authorize payment of the invoice for the Arbitration Payment as delivered to you by Trapeer by email, you irrevocably authorize and instruct (i) Trapeer or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) Trapeer, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Trapeer. If Trapeer or its Affiliates cannot collect sufficient funds to fulfill the Escrow for any reason, Trapeer has no obligation with respect to making the payment to Trapeer on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Section 5.

    5.7 Limitations Period for Arbitrations

    If both Service Provider and Traveler fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Traveler and Service Provider will be deemed to have irrevocably authorized and instructed Trapeer to, and Trapeer will, release all funds in the Escrow Account to Traveler.

    5.8 Arbitration Award

    You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to Trapeer, then Trapeer and Trapeer have the right to treat such notice as conclusive and act in reliance thereon.

    5.9 Service Fees for Escrow Funds Released Following Dispute Assistance

    All Escrow Funds released under this policy are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.

    1. Notices

    All notices to a User required by these Escrow Instructions will be made via email sent by Trapeer to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Trapeer, for checking their email and for responding to notices sent by Trapeer to the User’s registered email address.

    1. Cooperation with the Dispute Assistance Program

    All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, and Trapeer will have the right to take any other action, including suspension or termination of your Account, and any other legal action as Trapeer deems appropriate in its sole discretion.

    1. Abuse

    Trapeer, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if Trapeer believes you may be abusing this Dispute Assistance Program or as otherwise permitted by the other Terms of Service. However, any Disputes for any Engagements that existed prior to termination will be subject to the Terms of Service.