Fixed Price Escrow Instructions

If Client and Tutor enter into an Independent Contractor Services Agreement for a Fixed Price Assignment, these Fixed Price Escrow Instructions (these “Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts.

Your use of the Site after the effective date will signify your acceptance of and agreement to these 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 in the revised Escrow Instructions. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Assignments or ClassGod Payroll Services.

1. Digital Signature

By electronically authorizing the funding of the Escrow on the Site (a “Funding Approval”) or electronically accepting a Fixed Price Assignment on the Site, Client and Tutor are deemed to have executed these Escrow Instructions electronically, effective on the date Tutor electronically accepts the Assignment via the Site, pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §§ 7001 et seq.). Authorizing a Funding Approval or accepting a Fixed Price Assignment electronically on the Site constitutes your 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 Assignment.

2. Release and Delivery of Amounts in Escrow

Client and Tutor irrevocably authorize and instruct CEC to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to the Tutor Escrow Account or Client Escrow Account, as applicable, via the Site 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 Tutor’s or Client’s instructions, as applicable, these Escrow Instructions, the Account Agreement, and the other Terms of Service.

Release Conditions

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

  1. Tutor has requested that a refund be provided to Client.
  2. Tutor has approved Client’s refund or Assignment cancellation request pursuant to the Refund and Cancellation Policy.
  3. Tutor has failed timely to respond to Client’s refund or Assignment cancellation request pursuant to the Refund and Cancellation Policy.
  4. Client and Tutor have submitted joint written instructions for a Release.
  5. Client or Tutor has approved the other Member’s Release request.
  6. Client has not filed a Dispute Notice Form in response to a Tutor’s Release request within 30 days of the date of the Release request.
  7. Client or Tutor has failed timely to submit to binding Arbitration initiated by the other Party pursuant to the Fixed Price Dispute Resolution Policy.
  8. Client and Tutor have failed to initiate binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date as such term is defined in the Fixed Price Dispute Resolution Policy.
  9. Client or Tutor has failed timely to respond to a ClassGod Dispute Assistance notification as required by the Fixed Price Dispute Resolution Policy.
  10. Client or Tutor has failed timely to pay an invoice for its share of Arbitration costs as required by the Fixed Price Dispute Resolution Policy.
  11. Client or Tutor has failed timely to respond to a First Arbitration Notice as required by the Fixed Price Dispute Resolution Policy.
  12. Client or Tutor otherwise has failed to comply with the Fixed Price Dispute Resolution Policy.
  13. The final binding award of an arbitrator appointed pursuant to the Fixed Price Dispute Resolution Policy.
  14. The final order of a court of competent jurisdiction from which appeal is not taken.
  15. We believe, in our discretion, that one Member has committed or is attempting to commit fraud or other illicit acts related to the Site Services, in which case CEC may take such actions as we deem appropriate in our sole discretion and in accordance with applicable law.

Notwithstanding any of the foregoing occurrences and to the extent permitted by applicable law, in the case of a Fixed Price Assignment involving a Private Talent Cloud Client and a Tutor, no Release Condition will occur solely due to any action or failure to act pursuant to the Refund and Cancellation Policy and the Fixed Price Dispute Resolution Policy if the Private Talent Cloud Client and Tutor have submitted a Supplemental Escrow Instruction evidencing their agreement not to use those policies for Disputes over a Fixed Price Escrow Account.

3. Dormant Assignments

ClassGod has a procedure for speeding up Fixed Price Assignments that appear Dormant. For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed Price Escrow Funding, Fixed Price Escrow Release, Fixed Price Escrow Refunds, Funding requests, Release requests, Assignment Cancellation requests, Status Report submittals, or actions under the Fixed Price Dispute Resolution Policy.

If a Fixed Price Assignment has a Fixed Price Escrow Account with a balance but has had no activity for 60 consecutive days after the last milestone date contained in the business terms, then the Assignment will be “Dormant.” Dormant Assignments are subject to the following rules:

  1. CEC will notify Client when the Assignment becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, CEC will notify Tutor that the Assignment is Dormant.
  3. If no activity other than Release requests has occurred within an additional 7 days (14 days from the Dormant Date), Tutor and Client agree that CEC is authorized and irrevocably instructed to (i) immediately release to Tutor amounts related to milestones with Release requests that are 30 days or older; (ii) release to Tutor in 30 days from the date of the applicable Release request any amounts related to milestones with Release requests younger than 30 days; and (iii) immediately release to Client any amounts remaining in the Escrow Account for the Dormant Assignment thereafter, or any amount not subject to a prior Release request.

All funds released to Tutor under this Section will be subject to the applicable Service Fees for Tutors. All funds released to Client are subject to a fee of 10% of the released funds, and Client irrevocably authorizes and instructs CEC to deduct the fee amount from the Client Escrow Account and pay the fee to ClassGod.

4. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact Customer Support as follows:

Support: support@classgod.com