Far Reach Member Agreement

1. Who we are and what Far Reach is

Far Reach (far-reach.com) is operated by ChapAI Systems Inc ("Far Reach", "we", "us"). It is an online marketplace where clients, companies and job agencies find independent freelancers and arrange work with them.

Far Reach is a venue. We are not a party to any contract between a client and a freelancer, we are not the employer, agent or representative of any member, and we do not direct, supervise or guarantee anyone's work.

2. How payments work

Payment services. Far Reach uses third-party payment service providers, which may include Stripe and its affiliates, to process payments, maintain payment-related accounts or balances where applicable, verify users, facilitate transfers, issue refunds, process chargebacks and make payouts. By using payment features, you authorise Far Reach and its designated payment service providers to perform these functions as necessary to carry out transactions initiated through Far Reach.

Funded milestones. A client may fund a milestone through Far Reach's designated payment provider. A milestone shown as "funded" means the payment has been successfully processed or otherwise designated for that contract through the payment-provider arrangement. It does not mean that ChapAI Systems Inc has received those funds into its ordinary operating bank account.

Conditional release. Far Reach keeps the marketplace records and instructions that decide whether a funded milestone is pending, accepted, disputed, cancelled, refundable or eligible for release. Subject to the law and to the payment provider's terms and capabilities, Far Reach may instruct the payment provider to release funds to the freelancer, return them to the client, or otherwise process the transaction according to the contract and these rules.

No representation of licensed escrow. Unless Far Reach expressly identifies a particular transaction as being provided through a duly authorised escrow service, neither Far Reach nor ChapAI Systems Inc represents that it provides licensed escrow services, or that a funded milestone is money held by ChapAI in an escrow account.

Limited payment collection agent. Each freelancer appoints Far Reach, ChapAI Systems Inc and their designated payment service providers, as applicable, as the freelancer's limited payment collection agents solely to accept and facilitate payments arising from contracts made through Far Reach. Subject to the law, payment by a client through the payment method Far Reach designates satisfies the client's payment obligation to the freelancer, to the extent of the amount successfully received for that obligation through that arrangement.

Relationship between the marketplace and the payment provider. Far Reach provides marketplace technology, contract workflow, milestone administration, messaging, dispute-management tools and payment instructions. Payment services are provided by one or more designated third-party payment providers, and the availability and operation of those services are subject to their agreements, capabilities, compliance requirements and the law.

Payouts. A freelancer may be required to set up a connected payment account with Stripe or another designated provider, and to complete the identity, business, tax, sanctions or bank-account checks that provider or the law requires. When a payout is made by bank transfer or a money transfer service instead, that service's own fees and exchange rates apply. Payout timing depends on milestone eligibility, the provider's processing, any reserve or restriction, chargebacks, disputes, the law and the state of the payment account. Far Reach is not a bank; money is not a deposit and earns no interest.

Chargebacks and payment reversals. If a client disputes a payment with their card issuer, bank or payment provider, that provider may reverse or restrict the transaction while it is investigated. You agree to give Far Reach or the payment provider the information they reasonably ask for about the transaction. A freelancer may be responsible for chargebacks, refunds, penalties or other transaction liabilities to the extent disclosed in the payment terms and permitted by law. Far Reach does not control the outcome of a card-network or bank chargeback.

Payment reserve. Where the law allows and the payment provider supports it, Far Reach or its payment provider may hold a reasonable reserve against amounts otherwise payable to a freelancer, to meet anticipated refunds, payment reversals, chargebacks, disputes, fraud or other payment liabilities arising from that freelancer's transactions. The amount, the duration, the conditions for release and how the provider treats it are shown to the freelancer concerned. A reserve is not our revenue, and we do not treat it as ours merely because its release is restricted for a time.

Refunds and cancellations. If a funded milestone is cancelled before qualifying work has been accepted, Far Reach may instruct its payment provider to return the refundable amount to the client, subject to the contract, the provider's rules, any non-refundable charge disclosed beforehand, and the law. A milestone that has been accepted and released is final unless both sides agree otherwise, Far Reach settles a dispute differently, a payment reversal or chargeback occurs, or the law requires a refund. A refund normally returns through the original payment method.

Payment outside Far Reach. Money paid outside the site is not covered by any of this, and moving a transaction off the site to avoid our fees is not allowed.

3. Platform fees

Far Reach may charge clients, freelancers, or both, platform fees disclosed before the transaction they apply to. Current fees may include a platform commission and a contract initiation fee. The amount, and which side pays it, is shown before you commit to a paid transaction. We will not impose an undisclosed mandatory fee.

A contract records the fees that applied on the day it started, so a change to our fees cannot reach back into work already agreed.

4. Important disclaimers

No guarantee of work or results. We do not promise that a freelancer will be hired, that a client will find a suitable freelancer, or that any work will be completed, delivered on time, fit for purpose or lawful.

No guarantee about members. Profiles, skills, resumes, reviews, company details and contact information are provided by members. We may check some of them, but we do not guarantee that anything a member says about themselves is true.

Service provided "as is". Far Reach is provided as it is and as available, without warranties of any kind, to the extent the law allows. We do not promise uninterrupted or error-free service.

Your own obligations. Each member is responsible for their own taxes, licences, permits, employment and immigration obligations (including for permanent or on-site hires), and for obeying the law where they are.

5. Taxes and reporting

You are responsible for working out and meeting your own tax obligations arising from what you do on Far Reach.

Far Reach and its payment providers may collect taxpayer information, report payments or transactions, withhold amounts, and issue tax forms or other reports where the law requires it. Nothing in this agreement guarantees that any particular tax form will or will not be issued to you. We do not give tax advice.

You can see and print your own payments, contracts, fees and payouts from your account at any time.

6. Independent contractor relationship

Freelancers are independent businesses. They are not employees, agents, partners or joint venturers of Far Reach or ChapAI Systems Inc, and we do not control the manner or means by which a freelancer performs the work.

Clients and freelancers decide scope, deliverables, price, working methods and schedule between themselves, subject to these rules and to the law.

7. Limitation of liability

To the extent the law allows, Far Reach is not liable for the acts, omissions, work, content or conduct of any member, nor for any indirect, incidental, special or consequential loss, lost profit or lost data.

Our total liability to you for any claim is limited to the greater of USD 100 or the commission we charged you in the twelve months before the claim arose.

This limit does not apply to money we hold or owe you for completed work, or to a reserve held from your earnings, which we will always pay or return as this agreement and any court decision require.

Nothing in this agreement excludes a liability that the law does not allow to be excluded.

8. Disputes with us go to arbitration, not to court

This section is about a claim between you and Far Reach, ChapAI Systems Inc or their people. A claim against the member you contracted with is not affected: that goes to the courts named in section 10.

Talk to us first. Email [email protected] a written notice saying what the claim is and what you want, and give us 30 days to put it right. We will do the same before making a claim against you. Most matters are settled faster by raising a dispute on the site, which costs nothing.

Individual arbitration. A claim that is not settled that way is resolved by final and binding individual arbitration, administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator. The United States Federal Arbitration Act governs this section. The arbitrator applies the law named in section 10 and may award anything an individual court could award that person, and no more.

How it runs. It is held on documents or remotely unless you ask for a hearing in person, in which case it takes place where you live - you never have to travel to us. Far Reach pays the filing and arbitrator's fees above what it would have cost you to file in court, unless the arbitrator finds the claim frivolous. Each side pays its own lawyers unless the law or the arbitrator says otherwise. The award can be entered as a judgment in any court with jurisdiction.

One person at a time, and no jury. Neither of us may bring a claim as a class, collective, consolidated or representative action, or take part in one, or act as a private attorney general, and there is no jury. Claims of different people cannot be joined. If this paragraph cannot be enforced for a particular claim, that claim alone leaves arbitration and goes to the courts named in section 10; the rest of this section still applies to every other claim.

Small claims. Either of us may instead bring an individual claim in a small-claims court that has jurisdiction, and either of us may ask a court to stop the misuse of intellectual property.

You can opt out. Email [email protected] within 30 days of first accepting this agreement, with your name, your account email address and the words "arbitration opt-out". That is all it takes. Opting out changes nothing else in this agreement, we will not close or penalise your account for it, and your claims against us then go to the courts named in section 10.

Who decides what. The arbitrator decides any question about what this section covers, except that a court decides whether the paragraph above about class actions can be enforced.

Nothing here takes away a protection that the law where you live does not allow you to give up. If this whole section cannot be enforced where you live, claims against us go to the courts named in section 10.

9. Indemnity

You agree to cover Far Reach, ChapAI Systems Inc and their staff against claims, losses and reasonable legal costs that arise from your work, your content, your dealings with other members, or your breach of this agreement or of the law.

10. Where disputes are resolved

Any dispute arising out of or relating to work arranged through Far Reach - between a client, company or job agency and a freelancer, or involving Far Reach in connection with that work - is governed by the laws of, and is to be resolved in the courts of, the country (and, where it applies, the state or province) where the freelancer lives, as recorded in the freelancer's Far Reach account when the work was agreed.

Any other dispute between you and Far Reach about your use of the site is resolved in the courts of the country where the freelancer concerned lives or, where no freelancer is concerned, where you live - subject to section 8, which sends claims against us to arbitration unless you opted out or the law says otherwise.

You agree to that choice of law and of courts to the extent the law allows. It does not take away any protection that the law where you live does not allow you to give up.

11. Far Reach will obey court decisions

When a court with jurisdiction makes a final decision on a dispute, Far Reach will comply with it. That includes instructing our payment provider to release, hold or return money for the work as the decision directs, and providing records we are lawfully ordered to provide.

Before any court decision, we may look at what was agreed and delivered and decide where the money for that work goes. That decision only settles the money in question; either side remains free to go to court.

A project dispute and a payment dispute are different things. A disagreement about the work goes through Far Reach; a card or bank chargeback is decided by the card network or bank under their own rules, and we do not control it.

12. Dispute deadlines

A dispute about a milestone must be raised on Far Reach within 5 calendar days of that milestone's delivery, and a dispute about the final delivery within 7 calendar days of it. Delivery means the moment the freelancer submits the work on the contract. A dispute that work was not delivered can be raised while the money for it is still held. After these deadlines, the delivery is treated as accepted for the purposes of Far Reach, and we will not hold or return money for it.

While a dispute is open, release of the money for that milestone is restricted, to the extent the payment arrangement supports it, until our team settles it or a court decides.

A reserve held from a freelancer's earnings (section 2) may be used to settle a dispute on the work it was held from, as our team or a court decides.

13. Your account

You must be at least 18 years old and able to make a binding contract. If you sign up for a company or agency, you confirm you have authority to bind it.

One person or organisation, one account. Job agencies must not open individual or company accounts. We may lock or close an account for fraud, abuse, false information, fee avoidance or a breach of this agreement.

14. Other terms

The Terms of Service and the Privacy Notice also apply and form part of this agreement.

You accept this agreement electronically, and we keep a record of when and from where you accepted it.

15. These terms will evolve

Far Reach, the law and the way people work all change, so this agreement, the Terms of Service and our other policies will be updated from time to time. Each version is dated and published on this site, and we will tell members about material changes.

Members must abide by the most recent version. When a new version is published you will be asked to accept it. Until you do, your account is barred from new contracts and from hiring: you cannot post jobs, send proposals, hire, invite freelancers or order services. Work already under way - funding, delivering and releasing existing contracts, messages and payouts - continues as before.

If you do not accept a new version, you may close your account; contracts already funded run to completion or refund first.

16. Severability

If any part of this agreement cannot be enforced, the rest still applies.