Terms of Service

Welcome to PayHeld, a freelance marketplace platform that connects clients with talented freelancers worldwide. By accessing or using PayHeld's services, you agree to be bound by these Terms of Service.

1.1 Platform Role: PayHeld provides a technology platform that facilitates connections between clients seeking services and freelancers offering those services. PayHeld is NOT a party to the work agreements between clients and freelancers, and is NOT responsible for the quality, timeliness, or legality of work performed.

1.2 Eligibility: You must be at least 18 years old and have the legal capacity to enter into binding contracts in your jurisdiction. By using PayHeld, you represent that you meet these requirements.

1.3 Account Registration: You must provide accurate, current, and complete information during registration. You are responsible for maintaining the security of your account credentials and for all activities under your account.

1.4 Acceptance: By creating an account, posting projects, submitting proposals, or using any PayHeld services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2.1 Payment Services: PayHeld provides secure payment services for freelance projects and business transactions.

2.2 Payment Processing: We use Stripe as our payment processor. By using our Services, you also agree to Stripe's Terms of Service.

2.3 Service Fees: PayHeld charges tiered platform fees based on your subscription: - FREE tier: 5.0% per transaction - PRO tier ($29/month): 2.3% per transaction (after first $2,000/month) - BUSINESS tier ($99/month): 1.4% per transaction (after first $10,000/month)

Plus applicable payment processing fees (Stripe charges 2.9% + $0.30 per transaction).

2.4 Currency Support: We currently support USD, EUR, and GBP. Exchange rates are determined by our payment processor.

2.5 Transaction Limits: - Minimum transaction: $10.00 - No maximum transaction limit - process projects of any size - For enterprise-level projects over $100,000, dedicated support is available

3.1 Payment Hold Period: Funds are held securely for the duration of the project or as agreed upon by both parties.

3.2 Release Conditions: Funds are released when: - The client approves the completed work - The agreed-upon milestone is reached - The automatic release period expires (14 days after project completion)

3.3 Fund Security: All held funds are held in segregated accounts with our banking partners.

3.4 Interest: PayHeld retains any interest earned on held funds.

3.5 Abandoned Funds: Funds unclaimed after 180 days may be subject to escheatment laws.

4.1 Accurate Information: You must provide truthful, accurate, and complete information in your profile, project postings, proposals, and all communications on the platform.

4.2 Lawful Use: You may only use PayHeld for lawful purposes and legitimate business transactions. You must comply with all applicable local, state, national, and international laws.

4.3 Tax Compliance: You are solely responsible for determining and paying all applicable taxes related to your use of PayHeld, including income taxes, self-employment taxes, and VAT/GST where applicable.

4.4 Independent Contractor Status: Freelancers and clients are independent contractors to each other. PayHeld does not employ any users. You are responsible for your own business expenses, insurance, and liability coverage.

4.5 Prohibited Activities - Users Must NOT: - Engage in money laundering, terrorist financing, or other illegal financial activities - Submit fraudulent invoices, fake reviews, or deceptive content - Circumvent PayHeld's payment system or attempt off-platform transactions - Harass, threaten, discriminate against, or harm other users - Infringe on intellectual property rights of others - Upload malware, viruses, or harmful code - Create multiple accounts to manipulate ratings or bypass suspensions - Spam, solicit, or engage in unsolicited marketing - Share confidential information without authorization - Misrepresent credentials, work quality, or experience

5.1 Authorization: By initiating a payment, you authorize PayHeld to: - Charge your payment method for the specified amount plus fees - Hold funds securely as per the agreement - Release funds to the designated recipient upon fulfillment

5.2 Payment Methods: We accept credit cards, debit cards, and ACH transfers where available.

5.3 Recurring Payments: For subscription services, you authorize automatic recurring charges.

5.4 Pre-Authorization: We may pre-authorize your payment method to verify validity.

6.1 Platform Fee (Tiered): - FREE tier: 5.0% of transaction amount - PRO tier: 2.3% of transaction amount (applies after $2,000 monthly volume) - BUSINESS tier: 1.4% of transaction amount (applies after $10,000 monthly volume)

Platform fees are calculated on the gross transaction amount and are non-refundable once work has commenced.

6.2 Payment Processing Fees: - Credit/Debit Cards: 2.9% + $0.30 per transaction - ACH Transfers: 0.8% (capped at $5.00) - International Cards: Additional 1% fee

6.3 Additional Fees: - Chargeback Fee: $15.00 per disputed transaction - Wire Transfer Fee: $25.00 for expedited disbursements - Currency Conversion: 2% above the wholesale exchange rate

6.4 Fee Changes: We reserve the right to modify fees with 30 days' notice.

7.1 Cancellation Rights: Projects may be cancelled before work begins for a full refund minus processing fees.

7.2 Refund Eligibility: Refunds are issued when: - Both parties agree to cancel - Work has not been delivered as specified - A dispute is resolved in favor of refund

7.3 Processing Time: Refunds are processed within 5-10 business days.

7.4 Non-Refundable Fees: Platform fees and processing fees are non-refundable once work has commenced.

8.1 Direct Resolution: Parties are encouraged to resolve disputes directly through our messaging system.

8.2 Mediation: PayHeld offers mediation services for disputes exceeding $500.

8.3 Arbitration: Unresolved disputes shall be settled by binding arbitration under AAA rules.

8.4 Class Action Waiver: You waive the right to participate in class action lawsuits.

8.5 Time Limit: Disputes must be raised within 60 days of the transaction.

9.1 Data Collection: We collect and process personal data as described in our Privacy Policy.

9.2 Data Security: We implement industry-standard security measures to protect your data.

9.3 Third-Party Sharing: We share data with payment processors and as required by law.

9.4 Data Rights: You have rights to access, correct, and delete your personal data.

9.5 Cookies: We use cookies to improve user experience and security.

10.1 Platform Rights: PayHeld retains all intellectual property rights to the platform, including our software, trademarks, logos, design, and code. You receive a limited, non-exclusive license to use the platform as intended.

10.2 User Profile Content: You retain ownership of content you upload to your profile (portfolio, descriptions, images). By posting content, you grant PayHeld a perpetual, royalty-free license to display, promote, and use this content for platform operations and marketing.

10.3 Work Product Ownership (Freelancer-Client Projects): - Default Rule: Intellectual property rights transfer to the client upon full payment completion and acceptance of deliverables - Work-for-Hire: If specified in the project contract, work may be classified as "work-for-hire" with exclusive rights transferring to client - Pre-Existing Materials: Freelancers retain ownership of pre-existing tools, templates, and code libraries; clients receive a non-exclusive license to use these materials in deliverables - Portfolio Rights: Freelancers may use completed work as portfolio examples with client permission, unless confidentiality agreements specify otherwise

10.4 Payment Contingency: Transfer of intellectual property rights is contingent upon full payment by the client. Until payment is complete, freelancer retains all rights.

10.5 Third-Party Infringement: You represent that your work does not infringe on any third-party intellectual property rights. You are solely responsible for any infringement claims.

10.6 DMCA Compliance: PayHeld responds to valid Digital Millennium Copyright Act (DMCA) takedown notices. Copyright holders may report infringement to legal@payheld.com.

11.1 "AS IS" SERVICE DISCLAIMER: THE PAYHELD PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PAYHELD DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT (b) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, OR LINKS (c) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS (d) WARRANTIES REGARDING UPTIME, AVAILABILITY, OR SERVICE LEVEL GUARANTEES

11.2 No Guarantee of Availability: PayHeld makes no guarantee that the platform will be available at any particular time or that access will be uninterrupted. Scheduled maintenance, unexpected outages, and third-party service disruptions may occur without prior notice.

11.3 User-Generated Content Disclaimer: PayHeld does not control, verify, or endorse user-generated content, including freelancer profiles, client reviews, project descriptions, work samples, or communications between users. You acknowledge that: (a) PayHeld does not guarantee the accuracy, quality, or legality of user content (b) Freelancers may misrepresent their skills, experience, or work quality (c) Clients may provide inaccurate project descriptions or unfair reviews (d) Work relationships between users are independent contracts to which PayHeld is not a party (e) You bear all risks associated with relying on user-generated content

11.4 Payment Processing Disclaimer: Payment processing services are provided through Stripe, Inc., a third-party payment processor. PayHeld disclaims all liability for payment processing failures, errors, delays, or security breaches that result from Stripe's systems, policies, or actions. You acknowledge that Stripe's terms of service govern payment processing and that any payment disputes involving Stripe systems are subject to Stripe's dispute resolution procedures.

11.5 LIMITATION OF LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYHELD'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES YOU PAID TO PAYHELD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (b) FIVE HUNDRED DOLLARS ($500.00 USD)

11.6 EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL PAYHELD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: (a) LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES (b) LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES (c) COST OF PROCUREMENT OF SUBSTITUTE SERVICES (d) DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM (f) PROJECT DELAYS, CANCELLATIONS, OR FAILURES TO PERFORM BY OTHER USERS (g) TAX LIABILITIES, PENALTIES, OR EMPLOYMENT MISCLASSIFICATION CLAIMS (h) DAMAGE TO PROFESSIONAL REPUTATION OR CLIENT RELATIONSHIPS

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF PAYHELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.7 Force Majeure: PayHeld shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to: (a) Natural disasters (earthquakes, floods, hurricanes, fires, pandemics) (b) Acts of war, terrorism, civil unrest, or government action (c) Labor disputes, strikes, or lockouts (d) Cyberattacks, distributed denial-of-service (DDoS) attacks, or hacking attempts (e) Third-party service failures (including Stripe, AWS, Vercel, or other critical infrastructure providers) (f) Internet or telecommunications failures (g) Power outages or hardware failures (h) Changes in laws, regulations, or payment network rules

11.8 Allocation of Risk: You acknowledge and agree that the fees charged by PayHeld reflect the allocation of risk set forth in these Terms and that PayHeld would not enter into these Terms without these limitations on liability. These limitations are an essential basis of the bargain between you and PayHeld.

11.9 Jurisdictional Variations: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the exclusions and limitations in this Section 11 shall apply to the greatest extent permitted by applicable law. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

11A.1 No Service Level Agreement (SLA): PayHeld does not guarantee any specific uptime percentage or service availability level. While we strive to maintain reliable service, you acknowledge that the platform may experience interruptions, slowdowns, or complete outages at any time.

11A.2 Scheduled Maintenance: PayHeld will make reasonable efforts to perform scheduled maintenance during low-traffic periods and provide at least forty-eight (48) hours advance notice via email, platform banner, or status page (status.payheld.com). Scheduled maintenance may result in temporary unavailability of some or all platform features.

11A.3 Unscheduled Outages: Unscheduled outages may occur due to technical issues, security incidents, third-party service failures, or other unforeseen circumstances. During unscheduled outages, PayHeld will: (a) Post status updates on status.payheld.com (b) Provide estimated resolution times when possible (c) Communicate via social media (@PayHeld on Twitter/X) (d) Send email notifications for extended outages (exceeding 4 hours)

11A.4 No Refunds or Credits for Downtime: You acknowledge and agree that PayHeld is not obligated to provide refunds, credits, service extensions, or any other compensation for platform downtime, whether scheduled or unscheduled. This includes situations where downtime prevents you from accessing funds, communicating with other users, completing projects, or conducting business activities.

11A.5 Data Backup and Recovery: PayHeld maintains regular backups of platform data to protect against data loss. However: (a) We do not guarantee 100% recovery of all data in the event of catastrophic failure (b) You are responsible for maintaining your own backups of critical project files and communications (c) Recovery point objectives (RPO) and recovery time objectives (RTO) are not guaranteed (d) We reserve the right to prioritize recovery of payment transaction data over other content

11A.6 Third-Party Dependencies: The PayHeld platform relies on third-party infrastructure and services, including but not limited to: (a) Stripe for payment processing (b) Amazon Web Services (AWS) for hosting and data storage (c) Vercel for application deployment (d) Email service providers for communications (e) Content delivery networks (CDNs) for static assets

You acknowledge that disruptions to these third-party services may affect platform availability and that PayHeld is not liable for third-party service failures, even if they result in complete platform unavailability.

12.1 General Indemnification Obligation: You agree to indemnify, defend, and hold harmless PayHeld, Inc., its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the "PayHeld Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your use or misuse of the PayHeld platform and services (b) Your violation of these Terms of Service or any applicable law or regulation (c) Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights (d) Any content you submit, post, or transmit through the platform, including your profile, portfolio, project descriptions, proposals, messages, and work deliverables (e) Any disputes, conflicts, or legal actions between you and other users of the platform (f) Any work you perform or services you provide through the platform, including claims of defective work, missed deadlines, or professional negligence (g) Your tax obligations and any claims related to employment classification, worker misclassification, or failure to pay required taxes (h) Any false, inaccurate, misleading, or fraudulent information you provide to PayHeld or other users

12.2 Defense and Settlement Control: PayHeld reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with PayHeld in the defense of any such claim. You shall not settle any claim that affects PayHeld without PayHeld's prior written consent.

12.3 Notice Requirement: You must promptly notify PayHeld in writing of any claim for which you believe PayHeld may be entitled to indemnification. Failure to provide prompt notice may limit or bar your indemnification obligations only to the extent PayHeld is prejudiced by such delay.

12.4 Freelancer-Specific Indemnification: If you are a freelancer, you additionally agree to indemnify the PayHeld Parties from claims arising from:

(a) Intellectual property infringement in your work deliverables, including copyright infringement, trademark infringement, patent infringement, or trade secret misappropriation (b) Breach of confidentiality or non-disclosure obligations to clients or third parties (c) Defective work, professional errors, or failure to meet industry standards (d) Misrepresentation of your skills, qualifications, credentials, or work history (e) Use of unlicensed software, stock images, fonts, or other third-party materials in client deliverables (f) Claims by tax authorities or governmental agencies related to your classification as an independent contractor rather than an employee (g) Violations of export control laws, sanctions, or trade restrictions in your work

12.5 Client-Specific Indemnification: If you are a client, you additionally agree to indemnify the PayHeld Parties from claims arising from:

(a) Materials, content, or information you provide to freelancers, including claims that such materials infringe third-party intellectual property rights or violate confidentiality obligations (b) Your unauthorized use of work deliverables beyond the scope granted by the freelancer (c) Your failure to pay agreed-upon compensation for completed work (d) Disputes with freelancers over project scope, payment, or work quality (e) Your violation of employment laws, independent contractor regulations, or tax withholding requirements (f) False or defamatory reviews, ratings, or feedback you post about freelancers

12.6 PayHeld's Limited Indemnity: PayHeld agrees to indemnify you from third-party claims that the PayHeld platform itself (excluding user-generated content) infringes a valid U.S. patent, copyright, or trademark, provided that:

(a) You promptly notify PayHeld in writing of the claim (b) You grant PayHeld sole control over the defense and settlement (c) You provide reasonable cooperation in the defense (d) PayHeld's total liability under this indemnity shall not exceed the limitation in Section 11.5

PayHeld shall have no indemnification obligation for claims arising from your modification of the platform, use of the platform in combination with third-party services, or your violation of these Terms.

12.7 Exclusive Remedy: This Section 12 states your sole and exclusive remedy, and PayHeld's entire liability, for any third-party claims covered by the indemnification obligations herein.

13.1 User-Initiated Termination: You may close your PayHeld account at any time by accessing your account settings and selecting the "Close Account" option, or by contacting support@payheld.com. Before closing your account, you must:

(a) Complete or cancel all active projects (b) Resolve any pending disputes (c) Withdraw or forfeit any remaining account balance (d) Fulfill any outstanding payment obligations

You acknowledge that closing your account does not automatically cancel active projects or release you from contractual obligations to other users.

13.2 PayHeld-Initiated Termination: PayHeld reserves the right to suspend or terminate your account, with or without notice, for violations of these Terms or applicable laws. Termination decisions are made at PayHeld's sole discretion and may be immediate or following progressive discipline, depending on the severity of the violation.

13.2.1 Immediate Termination: PayHeld may immediately suspend or terminate your account without prior warning for serious violations, including but not limited to:

(a) Fraud, money laundering, or financial crimes (b) Violations of anti-money laundering (AML) or counter-terrorist financing (CTF) laws (c) Identity theft, impersonation, or provision of false identity documents (d) Harassment, threats, hate speech, or violent conduct toward other users (e) Intellectual property infringement or DMCA violations (f) Repeated chargebacks or payment disputes identified as fraudulent (g) Circumventing platform fees or conducting off-platform transactions (h) Creating multiple accounts to manipulate ratings, evade bans, or commit fraud (i) Severe violations of third-party terms of service (e.g., Stripe's acceptable use policy)

13.2.2 Progressive Discipline: For less severe or first-time violations, PayHeld may apply progressive discipline:

(a) First Violation: Written warning via email with explanation of violation and required corrective action (b) Second Violation: Temporary account suspension (7-30 days) with reinstatement contingent on corrective measures (c) Third Violation: Permanent account termination

PayHeld reserves the right to skip progressive discipline steps for violations that, while not meeting the immediate termination threshold, pose significant risk to the platform or other users.

13.3 Effect of Termination: Upon account termination (whether user-initiated or PayHeld-initiated), the following provisions apply:

13.3.1 Outstanding Transactions: PayHeld will evaluate active projects and held funds on a case-by-case basis:

(a) Projects near completion may be allowed to finish with payment hold protection (b) Projects in early stages may be cancelled with funds returned to the client (minus any work completed) (c) Disputed projects will be subject to PayHeld's standard dispute resolution process (Section 8) (d) PayHeld reserves the right to hold funds pending investigation of Terms violations or legal requirements

13.3.2 Access to Funds: After account termination, you will have ninety (90) days to withdraw any available account balance. To withdraw funds:

(a) Log in to your account (if accessible) and initiate withdrawal through account settings (b) If your account is locked, contact support@payheld.com with identity verification (c) Funds subject to disputes, chargebacks, or legal holds cannot be withdrawn until resolved (d) After 90 days, unclaimed funds may be subject to escheatment laws in your jurisdiction

13.3.3 Data Export Rights: You have thirty (30) days from the date of termination to request an export of your account data, including:

(a) Transaction history and invoices (b) Project communications and files (subject to storage limitations) (c) Profile information and portfolio content (d) Performance metrics and reviews

To request data export, email support@payheld.com with your account email and government-issued ID for verification. Data will be provided in standard formats (CSV, PDF, JSON) within 14 business days of verification.

13.3.4 Account Recreation Prohibited: If your account was terminated by PayHeld for Terms violations, you are permanently prohibited from:

(a) Creating a new PayHeld account under any name or identity (b) Using another person's account to access the platform (c) Accessing the platform through any means, including as a guest or through API integrations

Attempts to circumvent a ban will result in immediate re-termination and may result in legal action.

13.4 Appeal Process: If you believe your account was terminated in error or wish to appeal the decision, you may submit an appeal within fourteen (14) days of termination:

(a) Send a written appeal to appeals@payheld.com with the subject line "Account Termination Appeal - [Your Username]" (b) Include your account email, username, and a detailed explanation of why you believe the termination was erroneous (c) Provide any supporting documentation, evidence, or context relevant to your appeal (d) PayHeld will review your appeal and respond within seven (7) business days

Appeals are reviewed by a team separate from the initial termination decision. PayHeld's decision on appeals is final and binding. No further appeals or reconsideration will be entertained.

13.5 Survival of Terms: Sections of these Terms that by their nature should survive termination will remain in effect, including but not limited to: intellectual property provisions (Section 10), limitation of liability (Section 11), indemnification (Section 12), dispute resolution (Section 8), and governing law (Section 16).

14.1 Right to Modify: PayHeld reserves the right to modify, amend, or update these Terms of Service at any time, at its sole discretion. Modifications may be necessary to reflect changes in our services, legal requirements, business practices, or for other operational reasons.

14.2 Material Changes Definition: For purposes of these Terms, "material changes" include, but are not limited to, modifications that:

(a) Increase platform fees, payment processing fees, or introduce new charges (b) Modify dispute resolution procedures, arbitration provisions, or class action waiver (c) Alter liability limitations, warranty disclaimers, or indemnification obligations (d) Change payment hold periods, fund release conditions, or payment processing procedures (e) Modify intellectual property ownership or licensing terms (f) Restrict or eliminate previously available features or user rights (g) Change governing law, jurisdiction, or legal venue

14.3 Notice Method: PayHeld will provide notice of Terms modifications through one or more of the following methods:

(a) Email notification to the email address associated with your account (b) Prominent banner or notification on the PayHeld platform homepage and user dashboard (c) In-app notification requiring acknowledgment before continued use (d) Posting of updated Terms with a revised "Last Updated" date at the top of this document

You are responsible for maintaining a current email address and regularly checking your account for notifications.

14.4 Notice Period: The advance notice period for Terms modifications depends on whether changes are material:

(a) Material Changes: PayHeld will provide at least thirty (30) days' advance notice before material changes take effect. The notice will include a summary of material changes and the effective date.

(b) Non-Material Changes: Non-material changes (such as clarifications, formatting updates, corrections of typographical errors, or additions that do not reduce user rights) may take effect immediately upon posting without advance notice.

(c) Legal or Regulatory Changes: Changes required by law, court order, or regulatory mandate may take effect immediately, even if material, with notice provided as soon as reasonably practicable.

14.5 Acceptance and Opt-Out: Your acceptance of modified Terms is governed by the following:

14.5.1 Acceptance by Continued Use: Continued use of the PayHeld platform after the effective date of modified Terms constitutes your binding acceptance of the new Terms. If you do not agree to the modified Terms, you must discontinue use of the platform.

14.5.2 Opt-Out by Account Closure: If you do not agree to material changes, you may opt out by closing your account before the effective date of the changes (see Section 13.1). By closing your account before the effective date, you will remain subject to the previous version of the Terms for purposes of completing existing transactions.

14.5.3 Active Projects Under Prior Terms: If you have active projects at the time of a material Terms change, you may elect to complete those specific projects under the previous Terms version, provided:

(a) The projects were initiated before the notice of Terms modification was sent (b) You notify PayHeld within 14 days of the modification notice that you wish to complete existing projects under prior Terms (c) This exception applies only to the specific projects active at the time of modification, not to new projects initiated after the effective date

14.6 Exception for Fee Increases: Notwithstanding Section 14.5.3, if a Terms modification increases platform fees or payment processing fees, you may complete all projects active at the time of the fee increase under the previous fee structure, even if the projects extend beyond the effective date of the fee increase.

14.7 No Retroactive Application: Modified Terms apply prospectively from the effective date and do not retroactively affect rights, obligations, or disputes arising before the effective date. Disputes arising from events occurring before a Terms modification will be governed by the version of the Terms in effect at the time of the event.

14.8 Version History: Previous versions of these Terms of Service are available upon request. To request prior versions, contact legal@payheld.com with the specific version number or effective date range.

15.1 Program Overview: PayHeld operates a referral program that allows users to earn credits by referring new clients and freelancers to our platform. Complete details about the referral program are available at payheld.com/referrals.

15.2 Separate Program Terms: The PayHeld Referral Program is governed by its own comprehensive Terms and Conditions, which are incorporated into these Terms of Service by reference. By participating in the referral program, you agree to comply with both these Terms of Service and the separate Referral Program Terms and Conditions.

15.3 Cross-Reference to Referral Program Terms: For complete information about the referral program, including eligibility requirements, reward structures, payment conditions, usage restrictions, and program limitations, please refer to the Referral Program Terms and Conditions document available at payheld.com/referrals. Key topics covered in the Referral Program Terms include:

(a) Referral eligibility and qualification criteria (b) Referral credit amounts and reward tiers (c) Conditions for earning and redeeming referral credits (d) Restrictions on referral methods and promotional activities (e) Fraud prevention and program abuse policies (f) Referral credit expiration and forfeiture conditions (g) Program modification and termination rights

15.4 Prohibition on Referral Fraud: You are strictly prohibited from engaging in fraudulent, deceptive, or manipulative practices to earn referral credits, including but not limited to:

(a) Creating fake accounts or referring yourself under different identities (b) Using bots, scripts, or automated tools to generate referrals (c) Providing false or misleading information about PayHeld's services (d) Spamming or engaging in unsolicited bulk messaging to generate referrals (e) Offering unauthorized incentives or payments to encourage sign-ups (f) Referring users who have no genuine intent to use the platform

Violation of referral program rules may result in forfeiture of all referral credits, account suspension or termination, and potential legal action.

15.5 Right to Modify or Discontinue: PayHeld reserves the right to modify, suspend, or discontinue the referral program at any time, with or without notice. Modifications to the referral program will be governed by the Referral Program Terms and Conditions, which may have different modification procedures than these Terms of Service.

16.1 Governing Law: These Terms of Service and any dispute arising from or relating to your use of PayHeld shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. Delaware law governs all matters relating to these Terms, including but not limited to contract formation, interpretation, performance, and enforcement.

16.2 Corporate Domicile: PayHeld, Inc. is incorporated and maintains its principal place of business in Delaware. The choice of Delaware law reflects our corporate domicile and provides consistency and predictability in legal interpretation.

16.3 Jurisdiction and Venue: Subject to the arbitration provisions in Section 8, you agree that any legal action or proceeding arising from or relating to these Terms or your use of PayHeld shall be brought exclusively in the state or federal courts located in Wilmington, Delaware. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

16.4 Arbitration Exception: Notwithstanding the jurisdiction provisions above, disputes subject to binding arbitration under Section 8 shall be resolved through arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration may be conducted remotely or in a location mutually agreed upon by the parties.

16.5 Small Claims Court Exception: Either party may bring an individual action in small claims court in the jurisdiction where you reside or where the claim arose, provided the claim qualifies for small claims court jurisdiction and remains in that court.

16.6 International Users: If you are accessing PayHeld from outside the United States, you acknowledge that you are transferring personal information to the United States and you consent to that transfer. While Delaware law governs these Terms, certain mandatory consumer protection laws in your country of residence may also apply and provide you with additional rights that cannot be waived by contract.

16.7 European Union and United Kingdom: For users located in the European Union or United Kingdom, mandatory consumer protection laws of your country of residence apply where they provide greater protection than these Terms. Nothing in these Terms affects your statutory rights as a consumer that cannot be waived or limited by contract under EU law or UK law.

16.8 Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent.

16.9 Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, Referral Program Terms, and any other policies referenced herein, constitute the entire agreement between you and PayHeld regarding your use of the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

16.10 No Waiver: PayHeld's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by PayHeld. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of that provision or any other provision.

16.11 Assignment: You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without PayHeld's prior written consent. PayHeld may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of PayHeld's assets. Any attempted assignment in violation of this section shall be void.

16.12 Survival: Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, dispute resolution provisions, and governing law provisions.

17.1 Professional Representation: Freelancers represent that they possess the skills, qualifications, and experience described in their profiles and proposals.

17.2 Work Quality Standards: Freelancers must deliver professional-quality work that meets the specifications agreed upon in the project contract. Work must be original and not infringe on third-party rights.

17.3 Communication Requirements: Freelancers must maintain regular communication with clients, respond to messages within reasonable timeframes, and promptly notify clients of any delays or issues.

17.4 Deadline Compliance: Freelancers must meet agreed-upon deadlines or negotiate extensions with clients in advance. Abandoned projects without notice may result in account suspension.

17.5 Final Deliverables: Freelancers must provide final work files in the agreed formats and ensure clients have all necessary assets to use the completed work.

17.6 Income Reporting: Freelancers are independent contractors responsible for all tax obligations, including self-employment taxes. PayHeld will issue 1099 tax forms to US-based freelancers earning over $600 annually.

17.7 Revisions: Unless otherwise specified in the project contract, freelancers typically provide 1-2 rounds of reasonable revisions. Major scope changes require additional compensation.

17.8 Confidentiality: Freelancers must keep client information, project details, and proprietary materials confidential unless disclosure is legally required or client explicitly authorizes it.

18.1 Clear Project Scope: Clients must provide clear, detailed project requirements, specifications, and expectations when posting projects or hiring freelancers.

18.2 Timely Feedback: Clients must provide feedback, approvals, and revisions requests in a timely manner to allow freelancers to complete work efficiently.

18.3 Payment Responsibility: Clients must fund payments before freelancers begin work. Clients cannot dispute payments for completed work that meets agreed-upon specifications.

18.4 Material Provision: Clients must provide all necessary materials, access, and information required for freelancers to complete the work.

18.5 Scope Changes: Changes to the original project scope require mutual agreement and may result in additional fees. Clients cannot demand work outside the original scope without additional payment.

18.6 Ownership Verification: Clients represent that they have the legal right to commission the work and own or have licensed all materials provided to freelancers.

18.7 Professional Conduct: Clients must treat freelancers professionally and respectfully. Harassment, unreasonable demands, or abusive behavior may result in account termination.

18.8 Payment Release: Clients must accept and release payment for completed work that meets specifications. Unreasonable delays in payment release may result in automatic release after the 14-day review period.

For questions about these Terms, please contact us at:

Legal Department: legal@payheld.com General Support: support@payheld.com

For GDPR inquiries (EU users): privacy@payheld.com For CCPA requests (California users): privacy@payheld.com