These Careerforge Direct Contracts Terms ("Direct Contracts Terms") set forth the agreement under which Careerforge provides you the Direct Contracts service, as elaborated within these terms ("Direct Contracts Services"), incorporating by reference Careerforge's User Agreement and other Terms of Service. These Direct Contracts Terms complement and, except as explicitly stated otherwise, do not override or limit the applicability of other terms within the Terms of Service. Terms not defined herein will have their definitions provided in the User Agreement or within the Terms of Service elsewhere.

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BY UTILIZING CAREERFORGE'S DIRECT CONTRACTS SERVICE, YOU CONSENT TO ABIDE BY THESE DIRECT CONTRACTS TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER SPECIFIED IN THE USER AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, PARTICULARLY THE ARBITRATION AND CLASS ACTION WAIVER, YOU ARE PROHIBITED FROM ACCESSING OR USING THE DIRECT CONTRACTS SERVICES.

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1. HOW IT OPERATES

The Direct Contracts Service enables Freelancers to create and dispatch fixed-price or hourly contract proposals to any qualified Client, or invite any eligible Client to formulate a fixed-price or hourly contract proposal. Upon one party creating a contract proposal and the other party accepting it through the Direct Contracts service, both Client and Freelancer enter into a direct agreement (the “Direct Contract”).

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1.1 Fixed Price Direct Contracts

As per the Fixed Price Direct Contract Escrow Instructions, following the Direct Contract's acceptance, the Client will deposit the project funds into escrow ("Direct Contract Funds"). Upon completion of work or a milestone, the Freelancer will request the release of the Direct Contract Funds or a portion thereof for the milestone from escrow. With the Client's approval of the work, Careerforge Escrow will disburse the Direct Contract Funds, concluding the Direct Contract.

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1.2 Hourly Direct Contracts

As stipulated in the Hourly Direct Contract Escrow Instructions, upon acceptance of the Direct Contract, the Client will make a deposit equating to the agreed hourly rate times the weekly hourly limit ("Direct Contract Deposit"). Both Freelancer and Client consent to Careerforge holding the Direct Contract Deposit in escrow for the duration of the Hourly Direct Contract. The Client agrees to fund payments to the Freelancer weekly based on the submission of weekly invoices ("Direct Contract Weekly Funds"). Approval of submitted hours by the Client results in Careerforge Escrow releasing the Direct Contract Weekly Funds to the Freelancer.

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2. ELIGIBILITY

All Freelancers eligible to use the Site can utilize the Direct Contract Services, given the Client's eligibility restrictions in Section 2. A Client is eligible to initiate or accept a Direct Contract only if they have never had an Account on Careerforge. Clients do not need an Account to accept a Direct Contract.

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3. FEES

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3.1 Freelancer Fees

Specifically for fees on Direct Contracts, these Direct Contract Terms override Sections 2 (Fees Charged to Freelancers), 3 (Client Membership Fees), and 4 (Payment Processing Fees Charged to Client) in the Fee and ACH Authorization Agreement. Except for the aforementioned sections, the Fee and ACH Authorization Agreement remains effective, including for any Service Contract involving a Freelancer or Client engaged in Direct Contracts.

For any Direct Contract, a 3.4% payment processing and administration fee ("Direct Contract Payment Fee") applies to the Freelancer. The Freelancer authorizes Careerforge to automatically collect the Direct Contract Payment Fee from the Direct Contract Funds or Direct Contract Hourly Funds.

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3.2 Client Fees

Clients incur a payment processing and administration fee for each Direct Contract payment, displayed on the Site before a Direct Contract is formed ("Payment Fee"). Absence of a fee statement at Direct Contract commencement implies no Payment Fee will be charged. Clients also agree to the Fee and ACH Authorization Agreement's Section 5 concerning ACH Debits and Credits for any Payment Fee, Direct Contract Funds, or Direct Contract Weekly Funds escrow deposits or payments.

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4. ESCROW SERVICES

Both Freelancer and Client acknowledge that the Fixed Price Direct Contract Escrow Instructions are applicable to Fixed Price Direct Contracts, and the Hourly Direct Contract Escrow Instructions are applicable to Hourly Direct Contracts.

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5. ROLE OF CAREERFORGE AND USER RESPONSIBILITIES

It is understood and agreed that Careerforge is neither a party to any Direct Contract nor involved in or responsible for the work performed under such contracts, the payments made, and does not control any Freelancer or Client. Careerforge does not set any eligibility standards for Direct Contracts, select Freelancers for services, dictate any Direct Contract terms, or influence the acceptance of any Direct Contract. While Careerforge Escrow provides escrow services, it does not ensure payment to Freelancers.

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6. OTHER TERMS

Alongside the Careerforge User Agreement and other Terms of Service, these Direct Contract Terms constitute the complete agreement with Careerforge regarding the covered subjects, superseding all previous agreements and understandings. Acceptance of the Direct Contract Terms is based solely on the contained provisions, without consideration of any other representations. Amendments or waivers to the Direct Contract Terms require written consent from both you and Careerforge. Notwithstanding, Careerforge may, where legally permissible, modify these Direct Contract Terms with prior notification. Posting amended Direct Contract Terms on Careerforge's Site serves as notice. Continued use of Direct Contract Services post-notification or effective date of revised Direct Contract Terms signifies acceptance. In cases of discrepancy between these Direct Contract Terms and applicable escrow instructions or other agreement sections within the Terms of Service, the specific documents will prevail as indicated.