GraphicLance.com Designer / Client Agreement

Please scroll down to read the Certified Client , Certified designer terms & conditions.
Which will be applicable to Certified Clients/Designers in addition to the normal Terms & conditions as listed below.

This document is a legal agreement between you, the “Designer” (as defined below) and GraphicLance.com. These Designer’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Designer may register and use the web-site for the purpose of responding to solicitations for the acquisition of graphic solutions, services, and products.

DEFINITIONS

Site (s): GraphicLance.com: (if applicable) is the parent company and owner of the site also hereinafter referred to as GraphicLance.com.

Bid Requests: Users of the site desiring to purchase customer graphic solutions via a reverse auction make bid requests on the site to solicit bids from software developers.

Bids: Anyone that places a bid on a project in an attempt to gain employment.

Client Individual (s) or a Company instigating a project in an effort to gain bids for same.

Designer: Individual (s) or a Company providing a service.

1. TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. GraphicLance.com reserves the right to immediately terminate any designer who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate.

Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.

2. SCOPE

Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Designer is authorized to respond to Bid Requests. Final content of all responses to Bid Request documents is at the complete and sole discretion of the Designer. GraphicLance.com reserves the editorial right to censor any responses that it feels are inappropriate. This is a master agreement between Designer and GraphicLance.com and shall apply to all transactions and business conducted between the parties.

3. DESIGNERS OBLIGATIONS

Designer will provide solutions and/or quotations via GraphicLance.com in response to Bid Requests posted on GraphicLance.com’s website by Client's. This Agreement shall govern the business relationship between GraphicLance.com and Designer despite any different or conflicting terms and conditions in Designer’s forms or other documents.

• Designer authorizes GraphicLance.com to treat any person using Designer’s password pair (username and password), and any resulting transactions, obligations and liabilities as if Designer used the website and/or services itself.
• Designer's information shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to Bid Request documents, information concerning intellectual property ownership and rights thereto. Designer shall determine how intellectual property rights shall be transferred, if any, to Client. Designer is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Clients.
• Designer agrees to post bids for the entire project. Hourly bids are not allowed. As this site is intended for commercial purposes only...offering free services, or redirecting a Client to a site other than GraphicLance.com to fulfill their needs is prohibited. Posting contact information including but not limited to phone #s, email addresses, Internet URL's, Yahoo Messenger Ids, ICQ ids, AIM Ids, IMVITE Ids, on bids or an author's profile is strictly prohibited. Violators of any of these terms can have all of their GraphicLance.com accounts terminated, at the discretion of GraphicLance.com.
• Advance Payments. Designer agrees not to ask for any 'Advance Payments' from Client. An advance payment is a risky transaction where the Client releases funds from his account prior to the delivery of the work (or percentage of work being accepted), is competed. Doing this completely circumvents and nullifies all the built-in Client protections of the GraphicLance.com payment system, and often results in the Client losing part or all of their advance payment. Designers who
• go against the wishes of GraphicLance.com and receive an advanced payment from the Client may have their credit account debited to facilitate a partial or complete refund of any advanced payment back to the Client. Additionally, Designers in violation of this rule may have their account suspended and revoked.
• Third Party Code. Designer is responsible for ensuring that all code, algorithms, ideas and/or any other item used to create their deliverables to the Client are completely of their own making. If the Designer wishes to use 3rd party items (including but not limited to 3rd party components, GNU licensed code, etc.), then the Designer agrees to first confer with the Client and:
• Explain which items in the bid request the Designer wishes to use 3rd party items for, and which 3rd party items would be involved. This must be documented on the site via the site bidding system.
• Explain to the Client the cost, copyright, distribution and licensing issues concerned with the use of such items. (For example, many Clients do not want GNU licensed code in their deliverables once they understand the licensing issues involved therefore it needs to be explained to them what they would be receiving). This must be documented on the site via the site bidding system.
• Have the Client confirm agreement, to the use of any 3rd party items which the two parties agree to. This must be documented on the site via the site bidding system.
• Should arbitration occur and the Designer not follow these rules, GraphicLance.com may immediately arbitrate in favor of the Client, as well as consider punitive actions against the Designer.
• As most Clients are not technologically savvy, the Designer is also responsible for creating an install package that will install the software, in 100% ready-to-run condition, on the platform (s) specified by the Client on the bid request. Note that this requirement can be waived by the Designer if documented via the bidding system or the bid request description.
• As GraphicLance.com provides its service in return for a Fee, the Designer agrees not to contact any Client outside of the site (by email, phone, etc.) before payment is made . Doing so can result in immediate account termination and expulsion, at the discretion of GraphicLance.com.
• The Designer shall not be responsible for GraphicLance.com’s transaction fees. However, in the event that GraphicLance.com procures, or is the procuring cause of, a solution for Client’s Bid Request, and Client and Designer do not use the GraphicLance.com website or services to transact their business and/or use other means to transact their business, Designer shall be considered guilty of 'fraud'. The Designer shall also be considered guilty of fraud should they find a Client in an 'open auction' and attempt to cheat GraphicLance.com out of the 'open auction' fee by redirecting the Client to repost the auction as a cheaper auction such a 'one-on-one', even though the Client made full use of the open auction. In either case the Designer shall pay GraphicLance.com a penalty fee in the amount of twenty-five percent (25%) of the amount paid to the Designer. Such fees may be deducted from the Designer's outstanding credits on the site, at GraphicLance.com's option.
• Graphiclance.com reserves the right to terminate any Designer who circumvents the site in this manner.
• The anonymous nature of the Internet makes it possible for a Designer who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on
• the site, against the will of GraphicLance.com. GraphicLance.com regularly monitors site profiles for this sort of action, and should the Designer be determined by GraphicLance.com to have done this, they will forfeit the balance of all of their accounts, and all funds will be returned back to the original Client.
• Designer understands and agrees that GraphicLance.com may be called upon by the Client, a third party, or a self-initiated investigation to audit the work that was performed. Designer agrees to make available to GraphicLance.com all source code related to the questioned bid requests. GraphicLance.com agrees not to copy, acquire, sell, barter, trade, or use this source code in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the Client to view the source code, GraphicLance.com and the Client will make all reasonable arrangements.
• Should a Client dispute delivery, Designer agrees to upload the entire and complete deliverables at the time of work (or each stage) completion. Should a coder choose not to do so (despite this agreement) and the Client disputes delivery, Designer agrees that they, not GraphicLance.com, will be liable for the entire amount. GraphicLance.com will deduct all such disputed monies from the coder's account. If the coder's account is insufficient to cover the funds the coder will be asked to cover the remainder from their personal funds. If coder cannot or will not cover the remainder from their private funds, GraphicLance.com may pursue all and any means at its disposal to collect the funds including prosecution.
• Designer has the right to rate Clients on completed transactions and transactions that are cancelled in Designer's favor. However should GraphicLance.com, at its sole discretion, determine that a Designer's rating is inaccurate or in any way retaliatory in nature, then GraphicLance.com may amend, replace or delete the Designer's rating, and a note about such may be placed as a public rating on the Designer's account. A Designer who practices retaliatory ratings may be found in default of this agreement and banned from the site.

4. GraphicLance.com RULES OF ARBITRATION

Rules of arbitration exist to ensure a fair and safe environment for the buying and selling of graphic design services and related systems. Should a dispute arise over the completion of a project, the allocation of funds, or any other issue, Client, Designer and GraphicLance.com agree to the following rules:

1) Should the Client and Designer not be able to come to agreement on acceptance, whether deliverables have been met, or any other matter, both sides agree to designate GraphicLance.com as mediator and arbitrator. GraphicLance.com agrees to mediate and arbitrate fairly and impartially according to the rules in this section, as they apply. Client and Designer agree that GraphicLance.com's decision is final and binding to them. On their own accord they may use an outside arbitrator as long as both parties agree and make it known to GraphicLance.com.

2) Arbitration of the bid request will be based solely on whether or not the Designer met the conditions specified in the Client's bid request. Only the contents of the bid request as posted on the site will be used in this determination. Since discussions outside of the site (including email, chat and oral conversations) are not legally binding, they will not be taken into account. If there is any ambiguity in the bid request, GraphicLance.com will be the final determiner of the meaning and will attempt to do so in the most impartial method possible.

3) Client agrees to be prompt in corresponding with Designer and GraphicLance.com, including final acceptance of 'Work complete'. Should a Client not respond to GraphicLance.com emails or requests for Work Complete within a timely basis (3 business days and 5 business days, respectively), GraphicLance.com may at its discretion award funds to the designer.

4) Designer agrees to be prompt in responses to Client and to GraphicLance.com. Should a Designer not complete status reports or respond to GraphicLance.com emails within a timely basis of 3 business days, GraphicLance.com may cancel the Designer's bid and/or assign the bid requests to another Designer. This may be done with or without notice to the original Designer.

5) If the Client charges that the Designer is not making sufficient progress on a bid request, the Designer must supply specific demonstrable proof to the contrary or GraphicLance.com may cancel the Designer's bid and/or assign the bid requests to another Designer. Examples of demonstrable proofs of progress are (depending on the level of progress expected) designs, prototype, code and/or test cases.

6) If either party threatens or harasses the other party or GraphicLance.com, attempts to manipulate or unduly influence the arbitration process, or breaks any rules in the Client or Designer agreement or in the site terms and conditions, then GraphicLance.com may choose to automatically rule in favor of the opposite party.

7) If the Designer is deemed as not having fulfilled the bid request according to the 'deliverables' specified by the Client, the Client may, at his/her/their option, apply the entire amount to a new Designer at no charge. GraphicLance.com will offer the Client options (if available) of switching to other Designers on the original bid, opening a new bid request to get new Designer bids, or otherwise offering to connect the Client with Designers for the purpose of completing the project. The Client also has the option to cancel the bid request and request a refund of funds. As GraphicLance.com incurs certain fixed financial institution costs with transferring and refunding funds, all refunds of this nature are subject to a 3.5% cancellation charge to offset these charges.

8) To prevent 'retaliatory ratings', the losing party in arbitration forfeits the right to rate the other party.

GraphicLance.com reserves the right to suspend rating rights on the bid request to either or both parties, and/or to remove ratings it judges to be retaliatory.

9) If a Designer does not upload completed design to the site by the delivery deadline posted by the Client, then Designer forfeits all rights to arbitration and GraphicLance.com may at its discretion award funds back to the Client immediately.

5. DESIGNERS REPRESENTATIONS

Designer represents that it has the full power and authority to execute this Agreement. Designer is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Designer makes available to GraphicLance.com.

6. ACCEPTANCE

Upon Client’s receipt and acceptance of Designer’s service or product, they will promptly indicate acceptance via the web site. Upon acceptance, GraphicLance.com shall credit the Designer's account with the final amount, minus the GraphicLance.com Fee. The Fee is calculated as a percentage of the amount of the funds and is based on the bidding type of the auction. If the GraphicLance.com Fee falls below the minimum fee of ($3), the minimum GraphicLance.com Fee will be charged. Should there be any dispute regarding acceptance, both Designer and Client designate GraphicLance.com as the final binding authority and arbiter of the dispute, and agree to abide by its decision.

7. Taxes

GraphicLance.com does not collect taxes, duties, fees or other governmentally imposed excises, so Designer and Client agree to assume their respective responsibilities under the law.

8. TRADEMARKS AND CONFIDENTIAL INFORMATION

Trademarks. GraphicLance.com may use Client’s Trademarks in Bid Requests, or related documentation. GraphicLance.com’s or Designer’s use of Trademarks shall be consistent with proper trademark usage. Neither party grants to the other any right, title, or interest in any Trademarks except as provided in this Section. Designer is responsible for appropriately attributing any of its Trademarks or the trademarks of third parties.

Access to and Use of Confidential Information. A party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.

Exclusions. A party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary, or if provided orally, not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving party at the time of disclosure, as evidenced by documentation in the receiving party's possession at the time of such disclosure, (iii) is independently developed by the receiving party (provided the receiving party can show that such development was accomplished by or for the receiving party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving party from another source without confidentiality restrictions, (v) is or becomes part of the public domain through no wrongful act of the receiving party, or

(vi) is furnished by the disclosing party to a third party without confidentiality restrictions. A receiving party may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the receiving party takes reasonable steps to give the disclosing party sufficient notice to contest such request, requirement or order and/or to seek a protective order.

Return of Confidential Information. In any event of termination or expiration of this Agreement, each party will, within five (5) business days return to the other party such party’s Confidential Information.

9. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

Infringement Claims. Designer will defend and hold GraphicLance.com harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark. Designer will pay all settlements or damages awarded against GraphicLance.com, provided that GraphicLance.com (i) informs Designer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides

Designer with all related information, (ii) grants Designer the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Designer.

10. LIMITATION OF LIABILITY; INDEMNITY

IN NO EVENT SHALL GraphicLance.com BE LIABLE TO Client's, Designer's, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT GraphicLance.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification by Designer. Designer shall indemnify, defend (with counsel approved in writing by GraphicLance.com) and hold GraphicLance.com, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Designer, its employees, representatives or agents.

11. DEFAULT AND TERMINATION

Default. Should the Designer default, their account may be terminated by GraphicLance.com. Designer shall be considered to have defaulted under the Agreement for any failure to perform its obligations to Client under any Bid request awarded to Designer and/or if GraphicLance.com discovers any material misrepresentation or omission that Designer has made in this Agreement or its Registration. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Designer may also be considered in default if they violate the site terms of service, or violate the Custom Software Client Agreement (if they are also a Client), or if their service to Clients is poor (defined as receiving 2 or more below average ratings and/or complaints).

Survival. The parties' obligations under Sections 6, 7 and 8 shall survive any termination and/or expiration of this Agreement.

13. GENERAL

Assignment. Designer shall not assign or transfer this Agreement without GraphicLance.com’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.

Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties.

Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that GraphicLance.com is the agent for Designer and Client in bringing the two, or more, parties together using the GraphicLance.com website. GraphicLance.com shall act as a fiduciary for Client and Designers for the limited purpose of collecting and disbursing funds. For all other purposes, the parties are independent contractors.

Excused Performance. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

No Waiver. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.

Unenforceable Provisions. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Modifications; Special Agreements; Entire Agreement. Note that GraphicLance.com reserves the right from time to time to amend, modify or change this agreement. When this happens, GraphicLance.com shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Should GraphicLance.com and the Designer come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Designer and GraphicLance.com with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.

GraphicLance.com Admin

Contact us for any queries or clarifications

Certified Member Terms and Conditions

This agreement sets out the terms and conditions ('Terms and Conditions') applicable to members of the service operated by GraphicLance.com who have applied to become recognized as Certified Members [Clients or Designers]

Applicants (referred to as 'Certified Members' or 'CM') must agree to the following Terms and Conditions. In the event a CM breaches or otherwise fails to comply with any provision of these Terms and Conditions then in addition to any other remedy available to GraphicLance, GraphicLance may terminate the participation of such member in the CM program and may withhold any paid fees.

ELIGIBILITY REQUIREMENTS

GraphicLance.com shall have absolute discretion as to whether or not it accepts a particular applicant for participation in the Certified Member program.

POSTING INFORMATION

Certified Members must always post accurate, detailed and professional information on GraphicLance, whether it be in a bid, in the project description, or on the message board. Unspecific and incomplete project descriptions or bid descriptions are unacceptable. Offensive and harassing comments will not be tolerated. CMs must always be polite and courteous to other members, as they represent the best GraphicLance has to offer. Certified Designers must never provide the URL to their own website portfolio. Portfolios can contain URLs to any files or graphics relevant to it.

COMMUNICATION

Certified Members must always communicate with the other parties involved in their project, often and throughout the duration of the project. Lack of communication is the cause of most disputes on GraphicLance, therefore, CMs must be dedicated to avoiding such problems. Too many e-mails are always better than too few, when it comes to updating or requesting updates from the other party. It is strongly recommended that Certified Members make use of instant messenging software (ICQ, MSN, AOL, etc), and phone support is a welcomed bonus. CMs who fail to reply to communications by parties involved in their project within 24 hours could have their CM membership revoked, unless a valid excuse is provided. When planned absences arise, Certified Members must notify the other party by e-mail in advance.


DISPUTE RESOLUTION

Certified Members must always conduct themselves professionally during any dispute with another party, whether they believe they are right or not. CMs will try their best to resolve problems without the help of GraphicLance staff, and without requesting a project cancellation. Third party dispute resolution methods are recommended, such as SquareTrade.com, which provide free tools to help you. If it becomes necessary, Certified Members will accept any decision GraphicLance staff makes regarding their dispute, including refunding or completing a payment.


PAYMENTS

Certified Clients must always use the GraphicLance escrow system to pay Designers, and it is highly recommended that your project description mentions the future use of escrow. Certified Designers must always suggest use of the escrow system to the other party, and cannot refuse the request to use escrow. Payments before the full completion of a project are highly discouraged. Payments for work finished according to the project description must always be completed. Payments for work NOT completed exactly according to the project description must be refunded upon request by the other party or GraphicLance staff.

Certified Members must never cancel a deposit made to GraphicLance for any reasons. This includes credit card reversals or cancellations of cashed checks. If such a cancellation of deposit happens accidently, the member must notify GraphicLance as soon as possible. In the case of a deposit cancellation, the member must make a new deposit to cover any lost funds and, if necessary, any penalty fees charged to GraphicLance during such a cancellation.

BIDS & BUDGETS

Certified Designers must never post unreasonable bids. You must do your best to be informed before deciding on an amount and placing the bid. Certified Clients must never post unreasonable budgets or request unreasonable maximum bid amounts from Designers. It is recommended that no maximum budget is posted.

CONDUCT

Certified Members must conduct themselves in the most professional way at all times, since they represent the best GraphicLance has to offer. Any CM who violates the (regular) GraphicLance Terms will immediately lose their Certified status, in addition to usual actions taken on a member for such violation.

AND FINALLY...

We thank you for applying to the GraphicLance Certified Member program and we look forward to a mutually successful business relationship.

Contact us for any queries or clarifications