Open Lance Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Brilliant Systems LLC, a limited liability company with its registered office at 1500 N Grant St Ste R, Denver, CO 80203, USA ("Open Lance", "we", "us", or "our"), and govern your access to and use of the Open Lance website, applications, and services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not use the Platform.

If you use the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

You must be at least 18 years old and able to form a legally binding contract to use the Platform.

You are responsible for the information you provide, for maintaining the confidentiality of your credentials, and for all activity that occurs under your account. Notify us immediately of any unauthorized use.

You agree to provide accurate, current, and complete information and to keep it updated. We may suspend or terminate accounts that contain false information or that violate these Terms.

Open Lance is a marketplace that connects clients seeking services with freelancers offering them, and provides supporting tools including messaging, contracts, milestone management, escrow, and dispute resolution.

Contracts for services are entered into directly between clients and freelancers. Open Lance is not a party to those contracts, is not an employer, agency, or staffing firm, and does not supervise, direct, or control the work performed. We provide the Platform and payment-handling tools only.

Freelancers are independent contractors and are solely responsible for their own taxes, licenses, and compliance with applicable laws.

Freelancer commission. Open Lance charges freelancers a commission on earnings released through the Platform. The rate depends on the type of engagement and, for fixed-price and hourly contracts, on the freelancer's membership.

Commission on fixed-price and hourly contracts. Freelancers with an active Open Lance Ultra subscription are charged a 0% commission. Freelancers without an active Ultra subscription (standard accounts) are charged a 5% commission.

Commission on Drop-Ins and Dedicated Hires. Drop-In sales are charged a 5% commission, and Dedicated Hire (monthly) engagements are charged a 5% commission. These rates apply to every freelancer, including Ultra subscribers: an Ultra subscription does not remove commission on Drop-Ins or Dedicated Hires. The rate is shown before you publish a Drop-In or accept a Dedicated Hire.

Rates and changes. The rates in force are published on our Pricing page and shown before earnings are released. Open Lance may change these commission rates in the future at its sole discretion. Any change will be published on the Platform and communicated in advance, and will apply only to work contracted after the change takes effect.

Bids. Submitting a proposal consumes bids from your balance. The number of bids is set by the type of job (fixed-price, hourly, or Dedicated Hire) and does not vary with the job's budget. Current bid costs are published on our Pricing page and shown before you submit. Bids may be obtained through the Open Lance Ultra subscription, purchased in bid packs, or granted by us (for example, starter bids for new freelancers). Amounts spent on bids and subscriptions are generally non-refundable except as required by law or as expressly stated at the point of purchase.

Client fees. When a client funds work, Open Lance charges an escrow handling fee, calculated as a percentage of the total charge plus a fixed amount, and a one-time contract initiation fee on each new contract. These fees are added to the amount funded rather than deducted from it, and every applicable fee is itemized before the client confirms payment. Current rates are published on our Pricing page.

Withdrawals. Withdrawing funds from your Open Lance wallet is subject to a flat withdrawal fee and a minimum withdrawal amount, both published on our Pricing page and shown before you confirm a withdrawal. Your payout provider may charge its own fee in addition. Released funds become available for withdrawal after the applicable clearance period.

Taxes. Fees are exclusive of taxes unless stated otherwise. You are responsible for any taxes applicable to your transactions.

Payment processing. Card payments are handled by our third-party payment processor (e.g., Stripe). By funding a milestone or purchasing on the Platform you agree to the processor's terms. We do not store full card numbers.

When a client funds a milestone, the funds are held in escrow before work begins. Funds are released to the freelancer on the client's approval of the milestone.

Release timing. On approval, the client chooses whether funds are released immediately or after a clearance period. Instant release may be unavailable until a milestone has been funded for a minimum period, in which case release follows the clearance route.

Once funds are released they are no longer held in escrow. A released milestone cannot be disputed through the Platform, so instant release ends the dispute window for that milestone.

To protect freelancers, an auto-release safeguard may release a funded, submitted milestone after a defined period of client inactivity, unless the milestone is under an open dispute.

Released funds are credited to the freelancer's wallet and may be withdrawn to a configured payout method after any applicable clearance period.

If a disagreement arises on a funded milestone, either party may open a dispute. Funds for a disputed milestone are frozen and will not auto-release while the dispute is open.

Open Lance provides structured mediation and may review submitted evidence to reach a fair outcome: full release to the freelancer, full refund to the client, or a partial split. Any partial settlement may be held in escrow for a short security period before release.

You agree to participate in the dispute process in good faith. Resolution outcomes determined through the Platform's mediation are final as between the parties for the purposes of releasing escrowed funds.

You agree not to:

• circumvent the Platform's payment system or take transactions off-platform to avoid fees or protections;
• post unlawful, fraudulent, infringing, harassing, or misleading content;
• misrepresent your identity, skills, or affiliations, or manipulate reviews, ratings, or bids;
• scrape, reverse-engineer, overload, or interfere with the Platform or its security;
• use the Platform to violate any applicable law, sanction, or third-party right.

We may remove content, restrict features, or suspend or terminate accounts that violate these rules.

Freelancers may invite and engage other users ("bidders") to act on their behalf in submitting proposals and pursuing work. The freelancer remains responsible for activity conducted by their team on their account and for any arrangements made with team members.

The Platform offers optional integrations with third-party services. If you connect your Google account to schedule Google Meet calls, you authorize Open Lance to create and manage calendar events on your behalf solely for meetings you schedule through the Platform. Your use of Google services is also governed by Google's own terms and privacy policy.

Connecting a Google account is entirely optional, and you may disconnect it at any time in Settings → Integrations (or at https://myaccount.google.com/permissions). How we access, use, store, and delete Google data is described in our Privacy Policy, and our use of Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements. We are not responsible for third-party services, and their availability may change.

The Platform, including its software, design, and trademarks, is owned by Brilliant Systems LLC and protected by law. We grant you a limited, non-exclusive, non-transferable licence to use the Platform in accordance with these Terms.

Ownership of work product created under a client–freelancer contract is governed by the agreement between those parties. You retain rights to content you submit but grant Open Lance a licence to host and display it as needed to operate the Platform.

You may stop using the Platform at any time. We may suspend or terminate your access if you breach these Terms, create risk or legal exposure, or for prolonged inactivity.

Provisions that by their nature should survive termination (including fees owed, dispute outcomes, intellectual property, disclaimers, and limitations of liability) will survive.

The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Open Lance does not guarantee the quality, safety, legality, or outcome of any job, proposal, or user, and does not guarantee uninterrupted or error-free operation of the Platform.

To the maximum extent permitted by law, Brilliant Systems LLC and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill.

To the maximum extent permitted by law, our total liability for any claim relating to the Platform will not exceed the greater of the fees we earned from you in the three months before the claim or one hundred US dollars (US$100).

You agree to indemnify and hold harmless Brilliant Systems LLC and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Platform, your content, or your breach of these Terms or of any law or third-party right.

These Terms are governed by the laws of the State of Colorado, USA, without regard to conflict-of-law rules, except where mandatory consumer-protection laws of your country of residence apply.

Disputes between you and Open Lance that are not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado, USA, unless applicable law provides otherwise.

We may update these Terms from time to time. Material changes will be posted on the Platform and, where appropriate, communicated to you. The "Last updated" date above reflects the latest revision. Your continued use after changes take effect constitutes acceptance.

Questions about these Terms can be sent to Brilliant Systems LLC, 1500 N Grant St Ste R, Denver, CO 80203, USA, at legal@openlance.io.