If a Client and a Freelancer (defined below) enter into a Service Contract on the Roster site, these Service Contract Escrow Instructions (“Escrow Instructions”) apply.

‍

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. The version of these Escrow Instructions in effect on the date any Service Contract is entered into apply to that contract. Please check the Site often for updates.

‍

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement or elsewhere in the Terms of Service, or have the meanings given such terms on the Site. For purposes of these Escrow Instructions, the term “Freelancer” means a User with a Freelancer account.

‍

1. ACCEPTANCE OF ESCROW INSTRUCTIONS

Once a Client and Freelancer have agreed to a Service Contract, and the Client and Freelancer have selected “Agree” on the send offer, accept offer, or pages relating to the Service Contract to accept the Terms of Service (including these Escrow Instructions), these Escrow Instructions constitute a binding agreement between Client, Freelancer, and Roster (collectively, the “Parties”).

‍

2. DEPOSIT OF FUNDS INTO ESCROW

By sending a contract offer to Freelancer or accepting a contract offer from Freelancer, Client agrees to deposit funds for the amount of the first Milestone (as defined on the Site), or, if there are no Milestones, the full amount of the Service Contract. Funds deposited by Client remain in escrow until they are released to the Freelancer. Roster will release funds held in escrow pursuant to Section 3 of these Escrow Instructions (Release and Delivery of Amounts in Escrow).

‍

3. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Freelancer irrevocably authorize and instruct Roster to release applicable portions of the escrow (each portion, a “Release”) to the Freelancer or Client, as applicable, based on the instructions described in this Section 3 (each such instruction, a “Release Condition”), or as otherwise required by applicable law or expressly permitted by the Terms of Service.

‍

3.1 RELEASE OF FUNDS TO FREELANCER

Freelancer and Client authorize and instruct Roster to immediately release funds to the Freelancer on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

• Client affirmatively confirms satisfactory recipient of deliverables to Roster and/or selects the option to release funds for a Milestone or Service Contract to Freelancer.

• Client does not take any action for 14 calendar days from the date of Freelancer’s Release request, in which case Freelancer and Client agree that Roster is authorized and instructed to immediately release to Freelancer the amount associated with the applicable Milestone in connection with such Release request.

• Issuance of an order by a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Freelancer, in whole or in part, to the extent required by the order.

• A condition to release funds to Freelancer described elsewhere in these Escrow Instructions applies.

‍

3.2 RELEASE OF FUNDS TO CLIENT

Freelancer and Client authorize and instruct Roster to immediately release funds to the Client Escrow Account on the occurrence of any of the following Release Conditions, such authorization and instruction to be irrevocable except as expressly provided in these Escrow Instructions:

• Freelancer cancels the Service Contract or accepts Client’s request to cancel the Service Contract (as described in Section 3.4).

• Client and Freelancer agree to close the Service Contract without release of funds to the Freelancer Escrow Account.

• Issuance of an order of a court, arbitrator, or other judicial body of apparent competent jurisdiction in favor of Client, in whole or in part, to the extent required by the order.

• A condition to release funds to Client described elsewhere in these Escrow Instructions applies.

‍

3.3 DORMANT ENGAGEMENTS

To be fair to Clients and Freelancers, Roster has a procedure for Service Contracts that appear to be Dormant Engagements (as defined below). For purposes of determining dormant status, “activity” means a change to the Service Contract, including Milestone updates or requests, escrow release, refunds, funding requests, release requests, or requests to close the Service Contract.

‍

A “Dormant Engagement” is a Service Contract that has an escrow amount with a balance but has had no activity for 90 consecutive calendar days after the last Milestone date contained in the Service Contract terms (“Dormant Date”). Dormant Engagements are subject to the following rules:

1) Roster will notify Client when the Service Contract becomes Dormant.

2) If the Client does not take any action within 7 calendar days after the Dormant Date and notification, Roster will notify Freelancer that the Service Contract is Dormant (“Freelancer Notice of Dormant Engagement”).

3) If Freelancer submits a Release request to support@joinroster.co within 7 calendar days after the Freelancer Notice of Dormant Engagement and Client does not take any action for 14 calendar days from the date of the Release request, Freelancer and Client authorize and irrevocably instruct Roster to immediately release to Freelancer the amount related to the Milestone with the Release request.

4) If neither Freelancer nor Client take any action for 7 calendar days after the Freelancer Notice of Dormant Engagement, Freelancer and Client authorize and irrevocably instruct Roster to immediately release escrow funds to the Client.

‍

3.4 REFUNDS AND CANCELLATIONS

Client and Freelancer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in Escrow, Client and Freelancer have the ability to cancel the Service Contract by emailing support@joinroster.co. If funds are held in Escrow, refunds and cancellations must be initiated by Client or Freelancer by following the steps in this Section.

‍

3.4.1 REFUNDS AND CANCELLATIONS BY FREELANCER

If Freelancer wants to cancel a Service Contract with funds held in Escrow, Freelancer must email support@joinroster.co

‍

When Freelancer ends the Service Contract on the Roster platform, Freelancer and Client agree that Roster is authorized and irrevocably instructed to immediately release to the Client all funds held in Escrow on the Service Contract at that time.

‍

3.4.2 CANCELLATIONS BY CLIENT

If Client wants to cancel a Service Contract with funds held in Escrow, Client must email support@joinroster.co

‍

Freelancer must select the option to either approve or dispute Client’s cancellation within 7 calendar days. If Freelancer approves the cancellation, Freelancer and Client agree that Roster is authorized and irrevocably instructed to immediately release to the Client Account all funds held in Escrow on the Service Contract at that time.

‍

4. INSTRUCTIONS IRREVOCABLE

Client and Freelancer are deemed to and hereby agree that the instruction to Roster and its wholly owned subsidiaries to release funds is irrevocable, except as explicitly provided in these Escrow Instructions. Without limiting the foregoing, Client’s instruction to Roster and its wholly owned subsidiaries to release payment to Freelancer is irrevocable. Such instruction is Client’s authorization to transfer funds to the Freelancer from the Client or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to release payment to the Freelancer, Roster will transfer funds to the Freelancer and that Roster and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of the services described in these Escrow Instructions and the Terms of Service, Client agrees that once Roster or its subsidiaries or Affiliates have charged Client’s Payment Method, the charge is non-refundable.