Terms of Billing & Payments

Updated: July 2012.

This Billing and Payment Service Policy hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the XPlace Terms of Service ("Terms of Service").

Capitalized terms not defined in these Terms of Service for XPlace Billing & Payments are defined here or elsewhere in the Terms of Service.

This Billing and Payment Service Policy is effective as of January 1, 2012. Your continued use of the Site after such time will signify your acceptance of this Billing and Payment Service Policy. We reserve the right to modify the provisions in this Billing and Payment Service Policy without prior notice to you, so please check back often for updates.

INTRODUCTION

The XPlace Billing and Payment Service ("Payment Service") enables Experts to issue escrow deposit and payment requests and enables Clients to make payments for services. When Client makes a payment through the Payment Service, XPlace adds the appropriate Service Fee and Payment Processing Fee due XPlace as described on the Site. The Payment Service is intended for business use, so you agree to use the Payment Service primarily for business, and not primarily for personal, family, or household purposes.

MANDATORY USE OF BILLING AND PAYMENT SERVICE

As a Client, and for all Experts you identify via the Site on or after January 1, 2012, you agree to use the Payment Service to make all payments to an Expert, for a period of 24 months after you identify the Expert through the Site, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the XPlace Service Fee. You may opt out of the foregoing obligation for any Expert you identify, if you pay XPlace an Opt-Out Fee for such Expert as provided below.

As an Expert, and for all Clients you identify via the Site on or after January 1, 2012, you agree to use the Payment Service to receive all payments from a Client for a period of 24 months after you identify the Client through the Site, whether first-time, repeat, or follow-on ("24 Month Payments"). If XPlace notifies you that your Client has paid XPlace an Opt-Out Fee, the foregoing obligations will not apply for your work with that Client.

OPT-OUT FEE

A Client and Expert are not required to use the Payment Service only if the Client pays XPlace a fee in the amount of 5,000.00 ILS (New Israeli Shekels) ("Opt-Out Fee") for identifying the Expert through the Site. The Client may elect to pay the Opt-Out Fee at any time. Once the Client pays the Opt-Out Fee, the Client and the Expert may request, make, and accept payments outside the Site for any work they do together thereafter. You must contact XPlace by sending an email to us at the following email address: support (at) XPlace.com for instructions on how to pay an Opt-Out Fee.

If a Client does not use the Payment Service to make all 24 Month Payments to an Expert as agreed above, and fails to pay the Opt-Out Fee, then the Client agrees that it is liable and will pay to XPlace the greater of: (a) 5,000.00 ILS, or (b) the amount of all Service Fees that XPlace would earn or would have earned on all 24 Month Payments, and in either case plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date the Client first makes payment to the Expert identified through the Site.

NON-CIRCUMVENTION OF PAYMENT SERVICE

You agree not to circumvent the Payment Service. Prohibited acts include (but are not limited to) the following:

• Submitting proposals or soliciting Clients identified on the Site to contact, hire, manage or pay outside the Site.
• Accepting proposals from or soliciting Experts identified on the Site to contact, deliver Expert Services, or receive payment outside the Site.
• Invoicing or reporting on the Site an invoice or payment amount different than that agreed between Client and Expert.

As a Client, you agree to notify XPlace immediately if your Expert solicits payment from you outside the Site. As an Expert, you agree to notify XPlace immediately if your Client seeks to pay you outside the Site. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Payment Service, please submit a confidential report to XPlace by sending an email to us at the following email address: admin (at) XPlace.com.

LEGAL NATURE OF PAYMENT SERVICE

When you use the Payment Service to request payment or pay service fees, XPlace acts as your agent based upon your direction and your requirements to perform tasks on your behalf. XPlace holds your Account funds separate from its corporate operating accounts, and will not voluntarily make your funds available to its creditors in the event of a bankruptcy or for any other purpose. As provided in United States Bankruptcy Code, Section 541(d) and the Israeli Bankruptcy Code, XPlace shall hold only legal title to, and not have any equitable interest in, the Account and any funds in it.

XPLACE IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. You will not receive interest or other earnings on the funds in your Account. XPlace may earn and retain interest on those funds, may charge or deduct fees, may receive a reduction in fees or expenses charged, or may receive other compensation for banking, payment or other financial services related to the Account.

By requesting and sending payments through the Payment Service or adding funds to your Account, you appoint XPlace as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate, subject to the terms and conditions of this Billing and Payment Service Policy and the XPlace Terms of Service. Each Expert must and hereby does discharge and credit Clients for all payments that XPlace receives through the Payment Service from such Clients.

No Responsibility for Expert Services or Client Payments

XPlace acts as a payment provider by creating, hosting, maintaining, and providing the Payment Service to you via the Internet. XPlace does not have any control over the Expert Services paid for with the Payment Service, nor whether a Client or Expert you are dealing with will actually complete the transaction. Nothing in the Payment Service will be deemed to constitute XPlace as your agent with respect to any Expert Services purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms of Service.

Disputes Between Clients and Experts

Any disputes in connection with services provided by Experts or payments made by Clients remain between such Clients and Experts. By using any Payment Service, you agree to follow the XPlace Dispute Resolution Policy. You further acknowledge that XPlace will not be a party to any such dispute. XPlace will attempt to take the actions set forth in the XPlace Dispute Resolution Policy, but XPlace will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute. XPlace may, at its sole discretion, and in the case of Escrow Payments may be required to, withhold or delay payment or continue to hold amounts in Escrow or make payment or release funds in Escrow, in the event of dispute between a Client and an Expert.

REQUESTING PAYMENT, ESCROW DEPOSIT, OR PAYMENT RELEASE USING THE SITE

To request payment, escrow deposit, or payment release from a Client, Expert must follow the instructions and links on the Site and provide the information requested. By requesting payment, escrow deposit, or a payment release, Expert authorizes XPlace to receive payments from the Client on Expert's behalf in the amounts stated on the applicable Web page.

When Expert requests payment, escrow deposit, or payment release from a Client, such request is Expert's irrevocable instruction to XPlace to accept payment from the Client on Expert's behalf. For all Payment Services, once XPlace has charged the Client, if the Client's credit card company, bank, or PayPal charges back any amount to XPlace for any reason, Expert hereby agrees to repay XPlace for such amounts, plus reasonable attorney fees and costs of collection.

HOW TO PAY FOR SERVICES USING THE SITE

To pay an Expert using the Payment Service, Client must follow the instructions and links on the Site and provide the information requested. XPlace will charge the Client's credit card, bank account, XPlace Wallet, or PayPal for the necessary amount. By providing XPlace with credit card or bank account information, Client authorizes XPlace to charge such credit card or bank account for the amounts stated on the applicable Payment Service Web page.

Payment - Release from Project Escrow

When Client release funds from a project's escrow account or instructs XPlace to release funds from a project's escrow account, such action is: (1) Client's representation that it has inspected the work and the Expert has completed the applicable Expert Services fully and satisfactorily; (2) Client's final acceptance of the Expert Services; and (3) Client's irrevocable instruction to XPlace to pay the Expert.

Payment - Direct or Bonus Payment

When Client sends a direct payment or bonus payment or instructs XPlace to send a direct payment or bonus payment to an Expert using the Payment Service, such instruction is: (1) Client's representation that it has inspected the work and the Expert has completed the applicable Expert Services fully and satisfactorily; (2) Client's final acceptance of the Expert Services; and (3) Client's irrevocable instruction to XPlace to pay the Expert.

Once XPlace has charged the payment method, such charge is non-refundable except pursuant to the Terms of Escrow. Client agrees not to ask its credit card company or bank to charge back any amount to XPlace for any reason. If Client does so, Client hereby agrees to repay XPlace for such amounts, plus reasonable attorney fees and costs of collection.

AUTOMATIC RELEASE OF ESCROW FUNDS

For Escrow Payments, Client has up to net twenty (20) days from the Release request from Expert to review the work and approve a milestone for payment or dispute payment. If Client does not review the work and does not dispute payment within twenty (20) days, the escrow funds shall be automatically released to the Expert. This Section, "Automatic Release of Escrow Funds," shall be effective on January 1, 2012, for Projects awarded on or after that date.

PER-HOUR REPORTING

For Per-Hour Jobs, Expert is required to submit weekly Timesheets by 11:59 PM Israel Time (GMT+2), each Thursday. Client is required to review and approve weekly Timesheets and make payment within seven (7) calendar days of the week following the submission of the Timesheet. A week begins on Sunday at 00:00 AM midnight Israel Time (GMT + 2), and ends Saturday at 11:59 PM Israel Time (GMT + 2).

MISCELLANEOUS PAYMENT SERVICE TERMS

Authorized Payments are Final

Your use of the Payment Service constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, XPlace Wallet, bank account, or PayPal. Such payments, once authorized, are final.

Erroneous or Duplicate Transactions; Charge Backs

XPlace reserves the right to seek reimbursement from you, and you will reimburse XPlace, if XPlace discovers erroneous or duplicate transactions, or XPlace receives a charge back from any Client's credit card company, bank, or PayPal for any reason. You agree that XPlace has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, charging your XPlace Wallet, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account. This section, "Erroneous or Duplicate Transactions; Charge Backs," applies to both Clients and Experts.

Refunds or Cancellations

You may request a refund or to cancel a Project via the Site as described in the XPlace Dispute Resolution Policy.

Currency

The Payment Service operates in New Israeli Shekels (ILS) and therefore XPlace is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than ILS, nor is XPlace responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to XPlace in currency other than ILS may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed.

Withdrawal of Funds

To withdraw funds from your Account, you must request such funds using any of the withdrawal methods available on the Site. Any such requests shall be subject to the fees, commissions, conditions and restrictions contained on the Site and in these Terms of Service. Notwithstanding any other provision of these Terms of Service, if XPlace determines in its sole discretion that a Member has violated the conditions and restrictions of the Site or Terms of Service, XPlace has the right to refuse to process the withdrawal. XPlace charges a 20.00 ILS Withdrawal Fee to cover costs associated with its Withdrawal activity. The Withdrawal Fee shall be deducted from the Withdrawal Amount requested by you. You may be subject to additional third-party fees resulting from the withdrawal transaction such as Bank or PayPal fees, which you agree to pay and for which XPlace shall bear no liability. XPlace reserves the right to modify Withdrawal fees as it sees fit without notice to you, except as detailed on the respective Withdrawal pages of the Site.

Hold on Account Funds

XPlace will make funds deposited in your Account available for you to use or withdraw only after clearing a 3-day clearance period. XPlace reserves the right, at its sole discretion, to place a hold on funds for Client payments to clear, or if XPlace suspects monies may be subject to dispute or charge back or if fraud is suspected. XPlace will release a hold as soon as practical.

Agreement to Pay

If, for any reason, XPlace does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other XPlace Services, you agree to pay such amount immediately upon demand by XPlace. You also agree to pay any interest charges, attorneys' fees and other costs of collection incurred by XPlace in collecting from you the authorized but unpaid amount. In such case, XPlace may, at its option, stop processing any further payments made by you and apply any amounts then held by XPlace on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Payment Service or other XPlace Service. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Inactive Accounts; Abandoned Accounts

For purposes of determining Inactive Account status and Abandoned Account status, "activity" means payment of subscription fees, payment or receipt of Project fees, or actions under the XPlace Dispute Resolution Policy.

Inactive Accounts. If your Account has a balance, but has had no activity for at least six (6) consecutive months, your Account will be placed on "Inactive" status. XPlace will notify you that your Account is Inactive by sending an email to your registered email address and give you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your account has no activity, XPlace will automatically deduct an Inactive Account Fee of 30.00 ILS, or the entire balance of your Account if such balance is less than 30.00 ILS, per month thereafter, to recover administrative costs of holding funds. XPlace will cease such deductions if subsequently (i) your Account has activity or (ii) your Account no longer has a balance.

Abandoned Accounts. If your Account has a balance, but it has had no activity for at least 12 consecutive months or has been on Inactive status for at least 6 consecutive months, XPlace will automatically close your Account and attempt to either (a) wire transfer the entire Account balance to your registered bank account, or (b) mail a check in the amount of your entire Account balance to your registered mailing address. If those attempts fail, the Account balance may escheat to a higher estate or authority.