Codeable User Agreement and Terms of Service

Codeable Aps provide this User Agreement (the “Agreement”) which is a contract between you (the “User”) and Codeable ApS, a Danish corporation with its place of business at Strandvejen 292, 2930 Klampenborg, Denmark. You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at codeable.io (the “Site”) and related services (collectively, the “Codeable Platform”). BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CODEABLE PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

THE CODEABLE PLATFORM

Purpose of the Codeable Platform

The Codeable Platform enables Users to buy and sell services online including but not limited to coding projects. Clients post jobs and invite contractors to apply. Contractors post profiles and apply for jobs. If a Client accepts a contractor’s application for a job, a service Contract is formed directly between such Client and Contractor. Codeable collects payment from the Client on behalf of the Contractor. The Client pays Codeable in advance, and Codeable afterward pays the Contractor for the job when the Client determines that the job is done.

Eligibility

The Codeable Platform is available only to legal entities and persons who are at least eighteen years old and are otherwise capable of forming legally binding contracts under applicable law.

Compliance

User shall not violate any laws or third party rights on or related to the Codeable Platform. User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

ACKNOWLEDGMENTS BY USER OF CODEABLE’S ROLE

Service Contracts

User expressly acknowledges, agrees and understands that: the Codeable Platform is a venue where Users may act as Clients or Contractors; Codeable is not a party to any Service Contracts between Clients and Contractors; User recognizes, acknowledges and agrees that User is not an employee of Codeable and that Codeable does not, in any way, supervise, direct, or control User’s work or Services; Codeable shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by any Users; Codeable has no control over Contractors or over the Services promised or rendered by Contractors; and, Codeable makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security or legality of any Services, and Codeable disclaims any and all liability relating thereto. Proprietary Rights Codeable and its licensors reserve all Proprietary Rights in and to the Codeable Platform. The User may only use the Codeable Platform for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Codeable reserves the right to change the Codeable Platform at any time in Codeable’s sole discretion. User shall not be entitled to create any “links” to the Codeable Platform, or “frame” or “mirror” any content contained on the Codeable Platform, on any other server or internet-based device.

Non-refundable

All Codeable Fees are non-refundable. This applies whether or not Service Contracts were satisfactorily completed.

CODEABLE POLICIES

General User Obligations

Codeable has created a platform to connect Clients and Contractors using the Codeable Platform. Codeable is not part of a contract between Clients and Contractors. Codeable is not a service company and does not provide Services or manage individual Contractors or their work, in any manner. A consistent and high level of courtesy, respect, and professionalism toward each other is expected of all Users of the Site. Users agree to use good judgment when posting information, comments, feedback or other content regarding other Users, Codeable or any third party anywhere within the Codeable Platform. Users may be held legally responsible for damages suffered by other Users, Codeable or any third party as a result of legally actionable or defamatory comments, remarks, or other content posted to the Codeable Platform. All Clients and Contractors are to comply with all laws applicable to them or to their activities, and with all posted Codeable Policies. These policies may be modified from time to time at Codeable’s discretion, and the currently effective policies will be deemed to be part of this Agreement. Users may not access or attempt to access the Site by any means other than the interface provided. Also, Users may not use information from the Site for any other purpose than the purpose for which it was made available and not engage in any activity that interferes with or disrupts the functioning of the Site. This includes not uploading or attaching an invalid or malicious or unknown file or inserting any external links that may be malicious or unknown to you. Codeable is not legally responsible for any remarks, information or other content posted or made available on the Codeable Platform by any User or third party. Codeable is not responsible for and does not monitor or censor content for accuracy or reliability. However, Codeable reserves the right to remove or restrict access to any information or content posted or made available on the Codeable Platform if Codeable considers such information or content to be in violation of this Agreement or if ordered to do so by a government authority.

Identity and Account Security

User information. Identity information related to a Codeable User account must be real and verifiable. Each Codeable User account must be used by only one person, and each person is allowed to use only one User account. Validate User information. Codeable reserves the right to validate User information at any time. You authorize Codeable (in some cases through third parties) to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement. Password. Codeable is not responsible for ensuring and maintaining the secrecy and security of the User’s Codeable account password. The User is solely responsible for this. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action that is taken through the use of such password on Codeable. You must notify Codeable Support immediately if you suspect that your password has been lost or stolen.

Job Postings and Applications

Posting a Job. All jobs posted to Codeable must be in English. The jobs may not contain any information enabling or requesting contact or payment outside of the Codeable Platform. Job postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. Job postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website. Job postings related to the creation of adult or explicit content or those that involve modeling or acting are prohibited. Applying for a job. All information provided in a job application must be true, accurate and complete. Codeable reserves the right to verify any information provided on a User’s profile or job application. By applying for a job, the User is attesting to have the skills and ability to perform the requested Services by the deadline stated in the job posting. The Contractor is only obligated to do the projects specified in the job description.

Contractor Responsibilities

The Contractor understands that there will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. The Contractor is expected to be responsive, keep the client informed about the proceeding of the work and any problems arising, and keep the client informed about availability, working hours and holiday plans for the duration of the project. The Contractor may not request to exchange money outside of the Codeable platform as a means of circumventing fees. Any such request is to be reported immediately and confidentially to support@codeable.io

Client Responsibilities

The Client understands that there will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Client understands that Contractor is a business with other clients to serve, and requires fair, realistic notice to attend to requests. Codeable will not tolerate abusive behavior such as requests to do out of scope work for free under threat of leaving a negative review or as a condition to mark a project as complete. Codeable reserves the right to suspend the Client’s account if the Client is caught more than once on such behavior and to delete his reviews because not genuine. The Client may not request to exchange money outside of the Codeable platform as a means of circumventing fees. Any such request is to be reported immediately and confidentially to support@codeable.io

Working on a project

Once a project has been paid for the client must provide the access credentials requested by the Contractor, and software and media files needed as indicated by the Contractor. Failing to do so may cause a delay in the work, and the Contractor will not be held responsible for missing the agreed upon deadline due to such delays.

It is the duty of the Contractor to inform the Client immediately of any unexpected problems that do not depend on him and cannot be resolved by him.

Scoping the project

Writing down the scope of a project is helpful to clarify what exactly needs to be done. Client and Contractor must agree on the scope of work before the Contractor is hired. While we do not require that in this phase either party writes a structured document; an itemized list of deliverables should be made immediately before or immediately after the project is paid into Escrow by the client but before the Contractor starts doing any work, to ensure that both Client and Contractor are in agreement. It is mandatory to prepare a written scope of work (SOW) for projects estimated greater than USD 1,000.

A written SOW is an accurate description of the work that sums up the discussion and it can be in the form of:

  1. A list of deliverables written in a single message in the workroom
  2. One or more documents attached to the workroom

The Contractor must perform the work written in the SOW document. Failing to fully meet the requirements written in the SOW may lead to a full or partial refund; to be determined by Codeable. Any work that is not expressly written in the SOW will be considered out of scope. Requests to complete out of scope work may be met by paying for the new work requested.

Marking the project as complete

Once a project is complete, the Contractor may ask the client to review the work and mark the project as complete to release the funds and pay the Contractor. The Client has seven days to respond to the Contractor and ask for modifications or ask for more time to review the work. Codeable reserves the right to mark a project as complete and release the funds to the Contractor on behalf of the Client if the conditions listed in the section Resolution of Controversies and Disputes are met.

 

Payment accounts

When a Client posts a job at the Site, the Client pays Codeable the project fee. Codeable holds the fee until a Contractor has completed the project after which Codeable pays the Contractor. You agree that you will not receive interest or other earnings on the funds that Codeable handles as your agent.

Hold on funds

Codeable reserves the right, in its sole discretion, to place a hold on funds for Client payments to clear or if Codeable suspects monies may be subject to chargeback or if fraud is suspected. Codeable will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Codeable payment guarantee shall be revoked and all monies in a Codeable account may be held and/or reclaimed.

Codeable Fee

Codeable charges Clients and Contractors a fee for the services and technology including but not limited to facilitating the jobs between Clients and Contractors. This fee is equal to 15% of Client’s payments and 10% of Contractor’s earnings. Codeable may change the fee at any time with future effect without having to explain it.

Ratings and Feedback

Codeable provides its feedback and rating system where Users may express their opinions publicly. Codeable does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability. You acknowledge and agree that the Codeable Platform will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that Codeable may calculate a composite feedback number based on these individual ratings. You may be held legally responsible for damages suffered by other Codeable Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Codeable is not responsible for any feedback or comments posted on the Codeable Platform, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback or manipulate another User by threatening negative feedback is in violation of this Agreement. Codeable reserves the right to delete ratings and feedback as it considers appropriate.

Codeable Skill Tests

Codeable may provide skills tests through its own means or third parties, and are required for the Contractors. They are meant as a data point in evaluating Contractors and are in no way a certification by Codeable of the User’s ability to perform Services associated with a test. Manipulating test scores by providing or receiving answers to the test, allowing others to take the tests or any other attempt at falsifying credentials is a violation of this Agreement.

Agencies and Agency Contractors

Agency: An “Agency” is an organization seeking to make money on Codeable by selling the Services of Agency Contractors. Agency Contractor: An “Agency Contractor” is a Contractor under contract to do work on Codeable on behalf of an Agency.

An Agency has; a manager which is responsible for the actions of all its members, including its Agency Contractors; administrators in charge of maintaining the Agency’s finances, roster, and profile; and staffing managers in charge of finding and supervising Contracts. One User may serve in all or multiple roles. Every person who will do work for an Agency must have an individual User account and Contractor profile associated with that person’s Agency on Codeable. Agencies must comply with Section “Identity and Account Security” above. If an Agency Contractor is no longer working for an Agency, the Agency may not use the Contractor’s profile in any way. Contractors leaving an Agency must contact the Agency manager to remove their association. Agencies may not refuse to release an Agency Contractor. When leaving the Agency, Agency Contractors keep their profiles, including their work and feedback histories. Their histories are meant to reflect work done by them. The Agency’s work and feedback history will retain the Contracts of Contractors who have since left the Agency. An Agency that requests the immediate suspension of a Contractor must provide the documents and supporting legal authority that proves, to Codeable’s satisfaction, that the Contractor has breached an agreement or a Codeable policy.

Enforcement of User Agreement and Policies

Codeable has the right, but not the obligation, to suspend or cancel your access to the Codeable Platform if it believes that you have violated or acted inconsistently with this Agreement or violated our rights or those of another party. Without limiting Codeable’s other remedies, we may suspend or terminate your account and refuse to provide any further access to the Codeable Platform to you if: you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; we are unable to verify or authenticate any information you provide to us; or we believe that your actions may cause legal liability for you, our Users or for Codeable. Once suspended or terminated, you MAY NOT continue to use the Codeable Platform under a different account or re-register under a new account. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. All intellectual property provided by Clients for the purposes of completing Contracts will be returned by Contractors immediately upon termination.

TERMS BETWEEN CLIENT AND CONTRACTOR – SERVICE CONTRACT

User agrees that all Service Contracts between any Client or Contractor shall name Codeable as an express third party beneficiary under the Service Contract and make no representations or warranties or enter into any contracts on behalf of Codeable, except as may be otherwise provided for herein.

Services

Contractor shall perform Services in a professional and workmanlike manner. Contractor shall deliver the agreed-upon Work Product.

Agency

Contractor and Agency agree and acknowledge that Agency’s employees or contract personnel are not employees of Codeable or Client. Agency is solely responsible for all wages, costs, and expenses of Agency’s employees or contract personnel and has the sole and exclusive right to supervise and control them. Neither Client or Codeable will require Agency’s contract personnel to devote full time to performing the Contracts entered into by Agency as required by this Agreement.

Fees

Client shall pay Contractor the agreed upon. All amounts paid by Client shall be paid through the Codeable Platform to Codeable as the Contractor’s agent, and Client’s obligation of payment to Contractor is met when payment is made to Codeable.

Termination of a Service Contract

The Client may terminate at any time but may not recover any payments made to the Contractor unless mutually agreed upon. The Contractor may terminate a Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Contractor may terminate only after the payment has been refunded or with written agreement from the Client.

Client Deliverables

A Client may grant Contractor a right to use the Client Deliverables as necessary for the performance of the Services. The Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon written request by the Client or completion or termination of the Service Contract, the Contractor shall immediately return all Client Deliverables to the Client and further agree to purge all copies of Client Deliverables and Work Product contained in or on Contractor’s premises, systems, or any other equipment otherwise under Contractor’s control. Contractor agrees to provide written certification to the Client certifying the return or purging of Client Deliverables within ten days after the receipt of the Client’s written request to certify.

Work Product

Any copyrightable works prepared by Contractor in connection with a Fixed-Price Contract for Client shall be owned by the Contractor until payment has been made by the Client and accepted by the Contractor. If the Client pays an amount less than the amount agreed to in the Service Contract, the Contractor may refund the amount paid within two weeks of the payment date and retain ownership of the Work Product.

Proprietary Rights

  1. To the extent that, under applicable law, Proprietary Rights cannot be assigned, the Contractor hereby irrevocably agrees to grant, and hereby grants, to Client a, perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize the work product in any manner now known or in the future discovered. If such license grant is not fully valid, effective or enforceable under applicable law, Contractor hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership over the finished Work Product.
  2. Individual parts or “snippets” produced may be reused by the contractor in future projects as long as the sum of the individual parts does not reproduce the original (website, app, etc…) full implementation that the Client hired the Expert to produce.
  3. To ensure that the Client will be able to acquire, perfect and use the Proprietary Rights the Contractor will transfer ownership, possession, and title to media, models, and other tangible objects containing Work Product to Client; provide the Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. The Contractor also irrevocably authorizes the Client to act and sign on Contractor’s behalf and take any necessary steps in order to perfect the Client’s rights under this Agreement. These obligations will continue even after Contractor de-registers from or ceases use of the Codeable Platform.
  4. Should the Client get a full refund for the Work Product the proprietary rights and intellectual property will be automatically transferred back to the Contractor that performed the work. The Client will have seven (7) days to remove the Work Product from their platform(s) and computer and agrees not to use any portion of work performed. If the client fails to remove the Work Product from their platforms(s) and computer, Codeable reserves the right to send DMCA takedown letters and report the copyright violation to the hosting company and the major search engines.
  5. Should the Client get a partial refund, the Client will be allowed to use part of the work as agreed with the Contractor and according to the section Money Back Guarantee and Refunds

Chargebacks and Fraud Prevention

Once the Client has made a payment for a project or an additional task, the Client expressly agrees to use the dispute resolution process in this agreement, expressly agree to be bound by its ruling and expressly agree not to initiate any chargeback request with the card issuer.

Should the Client issue any chargeback request, he expressly agrees and consents to share any and all information about his agreement of these terms and conditions, to defeat any such chargeback request.

By initiating a chargeback, the Client is automatically opening a dispute and electing the credit card issuer as judge of the dispute. Winning the chargeback means winning the dispute, and the Client will be subject to the rules outlined in the sections ‘Proprietary Rights’ and ‘Money Back Guarantee and Refunds: 2. Full refunds’. Losing the chargeback means losing the dispute. The Client, therefore, may take possession and ownership of the work but Codeable will not accept opening any other disputes for the same work.

Codeable reserves the right to suspend a Client’s account if the client is discovered to be using stolen cards or any fraudulent means to pay for the project. If any work was done before Codable discovers the fraudulent payment, the Client loses automatically all proprietary rights over the work and Codeable will use the means described under the section Proprietary Rights to prevent any use of that work.

Contractor’s Protection

In case a chargeback is issued and won by a Client or Codeable is forced in any way to refund the money to the Client for a finished work, Codeable will cover 50% of the project price and pay the Contractor directly.

Pre-existing Intellectual Property in Work Product

The Contractor shall ensure that no work product created or delivered by the Contractor includes any pre-existing software, technology or other intellectual property that the contractor has not the right to use. The Contractor must check the license of any third party product that is used in the Work Product and make sure that using it doesn’t violate the license. It is not the duty of the Contractor to check the license and the IP of the material provided by the Client. The Contractor will not be held responsible for the violation of IP over material provided by the Client. Any use of non-free Preexisting IP in the work product must be approved by the client. Contractor acknowledges that, without limiting any other remedies, the Contractor shall not be entitled to payment for, and shall refund any payments to Contractor for, any Services performed on a Contract if the work product contains any Preexisting IP that was not approved by the Client in accordance with this section.

The project estimate doesn’t include the price of any software or paid pre-existing IP needed to perform the work unless this has been expressly agreed in writing in the project chat room. Where no written agreement is present in the project chat room it is up to the client to buy everything needed to perform the work and provide it to the contractor.

Retainer project

  1. Services. A retainer project is a project where the Contractor provides a service to the Client on a monthly ongoing basis for a pre-determined price that Client and Contractor agreed upon. The service that the Contractor will provide can be in the form of either a number of monthly hours that the Contractor will work for the Client or a pre-determined work that the contractor will perform every month.
  2. Billing period. The retainer project is paid on a monthly basis. One period corresponds to the duration of one month. The Client will deposit the monthly amount at the beginning of the retainer period. A retainer contract can start on any day of the month. The Client will be automatically billed for each period at the same day each subsequent month until canceled.
  3. Payment. The money will be automatically released to the Contractor at the end of each period without the need for the Client to mark the project complete. Released payments are considered fully earned and non-refundable. Unused hours are not carried over; it is incumbent upon Client to utilize their retained hours each month.
  4. Additional Work. Any work that is beyond the scope of the retainer service must be paid separately through an additional project or a new project.
  5. Client responsibilities. Client understands that the Contractor is not an employee and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Client understands that Contractor is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects.
  6. End of retainer contract. Retainers may be terminated by the client or by Codeable ApS for any reason. The Client may cancel the retainer project, and the next period will not be billed. The contractor must perform his work for the current period as per agreement unless otherwise requested by Client. If there’s no agreement between Client and Contractor about payment or refund of the last period a dispute will be initiated and Codeable will make the determination.

Worker classification

This Agreement does not create a partnership or agency relationship between Client and Contractor. The Contractor does not have the authority to enter into written or oral contracts on behalf of Client. Contractor and Client acknowledge that Codeable does not supervise, direct, or control Contractor’s work or Services performed in any manner. Codeable does not set Contractor’s work hours and location of work. Codeable will not provide Contractor with training or any equipment, labor or materials needed for a particular Contract. Client and Contractor will be solely responsible for all tax payments required under applicable law. For Contracts classified as independent contractor relationships, the Contractor is free at all times to provide Services to persons or businesses other than the Client, including any competitor of the Client. Contractor and Client agree to indemnify, hold harmless and defend Codeable from any and all claims arising out of or related to their Service Contract, including but not limited to claims that Contractor was misclassified as an independent contractor.

Entire Agreement

The terms and conditions of the Agreement shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

Confidential information

Confidentiality. If a Client or Contractor provide Confidential Information to the other and/or to Codeable, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event do the following: disclose Confidential Information to anyone except to any Client or Contractor engaged in a Contract; and use the Confidential Information, except as necessary for the performance of Services for the relevant Contract (including, without limitation, the storage or transmission of Confidential Information on or through Codeable Platform for use by Contractor).

Return of confidential information. When Confidential Information is no longer needed for the performance of Services for the relevant Contract, or upon the Client’s or Contractor’s written request Client or Contractor shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. A written request may be made at any time at Client’s or Contractor’s sole discretion.

Publications. Client, Contractor and Codeable shall not publish any Confidential Information or Work Product, except as may be necessary for the performance of Services for a relevant Contract.

FEES AND PAYMENTS

Formal Invoices and Taxes

Codeable has no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Contractor Fees.

Contractor shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Contractor Fees and for issuing any invoices if required. Determining whether Contractor or Codeable is required by applicable law to remit to the appropriate authorities any taxes or similar charges applicable to the Contractor Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Codeable; and determining whether Codeable is required by applicable law to withhold any amount of the Contractor Fees, notifying Codeable of any such requirement and indemnifying Codeable for any requirement to pay any withholding amount to the appropriate authorities. Codeable has the right, but not the obligation, to audit and monitor Contractor’s compliance with applicable tax laws as required by this section. Further, in the event of an audit of Codeable, Contractor agrees to promptly cooperate with Codeable and provide copies of Contractor’s tax returns, and other documents for the purposes of such audit.

Billing Client

All jobs are based on fixed price payments. Clients are billed immediately when they hire a Contractor.

Payment

Client hereby authorizes Codeable to store credit card details and to charge Client’s credit card (or any other form of payment authorized by Codeable or mutually agreed to between Client and Codeable).

Withdrawal

Once a withdrawal is initiated it may take up to fourteen days before the Contractor actually gets the payment. This is due to the money being deposited via Paypal where it may take up to ten days before we get the money and due to the time needed to do the deposit and documenting it. Withdrawal fee is charged $10 per requested withdrawal.

Payment Guarantee

Codeable will guarantee the performance of the Client’s payment to you. The Payment Guarantee will not apply to Contractors or Contracts in violation of this Agreement, where the Contractor is aware of or complicit in another User’s violation of this Agreement, or where there is any other involvement in fraudulent activities or abuse of this Payment Guarantee.

INDEMNIFICATION

Proprietary Rights

Each User shall indemnify, hold harmless and defend Codeable and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this section) from any and all claims, damages, liabilities, costs, and expenses arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

Indemnification by Client and Contractor

Each Client and Contractor shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: such Client’s use of Services, including without limitation claims by or on behalf of any Contractor for Worker’s Compensation or unemployment benefits, or any Service Contract entered into between such Client and a Contractor.

TERM AND TERMINATION

Term

The term of this Agreement commences on the Effective Date and continues in effect until terminated.

Termination

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

Circumvention of Codeable platform

Codeable will not tolerate any requests by either party (Contractor or Client) to agree to exchange money outside of the Codeable platform. This is known as circumventing fees and commonly referred to as poaching. Anyone caught in engaging in such behavior will be subject to immediate deactivation of their Codeable account. Any such request by either party is to be reported immediately and confidentially to info@codeable.io

Consequences of Termination

Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Client following termination, and charged to Client’s credit card or other forms of payment. Codeable shall pay Contractor, in accordance with this Agreement. Termination will not relieve the Client or the Contractor from the obligations under this Agreement.

Termination of Contractor Status

Codeable reserves the right to terminate a contractor’s status at Codeable’s discretion.

When a contractor account has been terminated or deactivated, either at the option of the contractor voluntarily or by Codeable, all remaining funds in the contractor’s account are withheld until a complete investigation has been performed related to all open projects, paid projects, completed projects, and partially refunded projects.

If all projects are in good standing order, meaning the client has not notified Codeable or the contractor of any questions or issues, the funds will be released to the contractor within 60 days.

If it is determined that the work was not delivered satisfactorily, or to the client’s specifications, or damage was done to a client’s site and was a result of the contractor’s work, funds from the Contractor’s balance will be withheld from the contractor’s balance. The amount to be kept will be determined by Codeable and based on the extent of the issue.

If there is an active project that is not completed at the time of the contractor’s termination or deactivation, Codeable will decide whether to allow the contractor to complete the project and receive the client’s funding either in full or partial at the completion of the project, or Codeable will remove the contractor and locate an alternate contractor to complete the project.

If the contractor is removed from the project, no money will be released to the expert. If the expert is allowed to continue working with the client, the funds will be held in the contractor’s balance for a period of 60 days after the project is marked as complete, before being released to the contractor.

Codeable will make the final determination in regards to remaining funds left in contractor’s balance at the time of termination or deactivation.

WARRANTY DISCLAIMER

CODEABLE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, CODEABLE PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODEABLE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL CODEABLE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR LITIGATION COSTS, DAMAGES, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF CODEABLE TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED U.S. $2,500. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

GENERAL

Entire Agreement This Agreement supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. Side Agreements. Clients and Contractors may enter into any supplemental or other written agreement that they find appropriate. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Codeable’s obligations or restrict Codeable’s rights under this Agreement. Notices: Consent to Electronic Notice

You consent to the use of:

electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and electronic records to store information related to this Agreement or your use of the Codeable Platform. Notices hereunder shall be invalid unless made in writing and given: by Codeable via email (in each case to the address that you provide), a posting on the Codeable Site or by you via email to legal@Codeable.io or to such other addresses as Codeable may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted. Changes and modifications Codeable ApS may at any time and without notice make changes to its Privacy Policy with future effect. Your continued use of the Codeable Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. No modification or amendment to this Agreement shall be binding upon Codeable unless an authorized representative of Codeable consents this in writing (written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

No Waiver of rights

The failure or delay of either party to exercise or enforce any right or claim in this Agreement does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

Assignability

User may not assign this Agreement, or any of its rights or obligations hereunder, without Codeable’s prior written consent in the form of a written instrument signed by a duly authorized representative of Codeable (in this case a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Codeable may freely assign this Agreement without the consent of User. Any attempted assignment or transfer in violation of this Section will be null and void.

Severability

If any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in other jurisdictions or of any other provision in any jurisdiction.

Choice of Law

Any disputes involving Codeable arising out of or relating to this Agreement are subject to Danish law and the Copenhagen City Court has exclusive jurisdiction to determine any such dispute.

Money Back Guarantee and Refunds

Codeable agrees to refund the Client partially or fully if the work delivered by the Contractor does not meet what was agreed in the SOW. The determination of the amount to refund must be made either via an agreement between Client and Contractor or by Codeable via a dispute. By marking the project as complete, the client releases the funds to the Contractor and agrees that the work was delivered in full accordance with the SOW. The money back guarantee therefore ends when the client marks the project as complete and no refund will be possible anymore.

The money back guarantee will not be applicable if any of the following items apply:

  • The Client decides that they no longer want/need the work done and the work has already been initiated by the expert
    • If this case appears then the % of the SOW that has been completed will be what the client is held monetarily responsible for
  • Or if the SOW has deviated from the original agreed SOW and the client refuses to pay for the additional work via one of Codeable’s in platform mechanisms
    • Additional task
    • New project

If the Client wishes to request a refund for any reasons, a dispute must be opened with Codeable. Once the dispute is officially open, Codeable will follow the rules of the Dispute Resolution Process to determine the amount of the refund (if any) that is due to the Client.

The Client may receive two types of refunds:

  1. Partial Refund: if the work is partially done or meets the SOW only partially Codeable may provide a partial refund to the client as a result of the dispute. The Client and the Contractor may arrive at a mutual agreement during a controversy to receive a partial refund for the work done. In that case, the Client and the Contractor may also reach a mutual agreement on what part of the work the Client will be able to use as a result of the partial refund. This type of agreement must be written inside of the individual project workroom and both parties must agree in writing in the workroom; the client will have to remove the part of the work that was the object of the partial refund and the proprietary right over that work will remain with the Contractor as stated in the section Proprietary Rights.
  2. Full Refund: when a full refund is granted to the Client for the Work Product, either as part of the agreement of a controversy or as a result of a dispute, the proprietary rights will be automatically transferred back to the Contractor who made the work. The Client will have seven (7) days to remove the Work Product from his platform(s). If the Client fails to remove the Work Product from his platforms(s) Codeable reserves the right to send DMCA takedown letters and report the copyright violation to the hosting company and the major search engines, and take any legal action it may deem necessary The client will relinquish the right to take any legal  action against Codeable or the Contractor where it pertains to the “Work product”

28 Days Guarantee

Codeable provides an industry leading 28 days guarantee that covers any bugs in the work delivered by the Contractor. The Contractor agrees to fix for free any bugs in his code that the client may find within 28 days after the project was marked as complete. The guarantee does not cover conflicts, incompatibilities or bugs caused by any updates, software installed, misusage or modifications to the Work Product made by the Client or any third parties after the SOW has been delivered to the Client and the project or additional task has been marked as complete either by the Client or Codeable. In case there is a disagreement on whether the Contractor should be responsible for fixing the problem within this guarantee Client and Contractor may open a dispute and ask Codeable to make the determination.
The Contractor must keep a copy of the Work Product on his server for the duration of the guarantee. In case of disagreement on whether an issue is covered by the guarantee, the Contractor must give access to Codeable to his copy of the Work Product. Failing to do so will lead to a dispute loss, and the contractor will be asked to the problems reported by the client.

Resolution of Controversies and Disputes

Dealing with a controversy:

When a controversy arises between Client and Contractor the first step to take is to try and talk together in order to find a compromise and resolve it. If Client and Contractor are not able to reach an agreement by talking through the workroom these are the next steps:

  1. Client and Contractor will meet in a live call (Skype, Zoom or other electronic means). With disclosure, either party will have the right to record the call.
  2. If the previous step was taken and was unsuccessful Client and Contractor may involve Codeable and ask that a Codeable representative assist them in resolving the controversy.
    • The two parties will meet again in a live call online at the presence of the Codeable representative. The Codeable representative will be a neutral third in the controversy, he/she will attempt to assist them by asking questions and proposing solutions.
    • The Codeable representative may not force a solution between the two parties at this stage but is allowed to forbid a solution proposed by either party if that violates the present Terms of Service
  3. If no agreement is found after step #2 either party must write to Codeable and ask to open a dispute.

 

Dealing with a dispute

A dispute may be opened by Client and/or Contractor by contacting Codeable via email at support@codeable.io or by contacting the customer service through the live chat.

A dispute may be opened for any of these cases:

  • Client and Contractor were not able to resolve a controversy (generic dispute)
  • The Client is not satisfied with the work completed so far and wants to replace the Contractor
  • The Contractor is no longer comfortable working with the Client
  • The Contractor is unresponsive; length of time to be determined by Codeable
  • The Client is unresponsive and does not mark the project as complete after the Contractor has completed the work
  • The Client has become unresponsive and the work is not finished
  • Client and Contractor disagree about whether a problem is caused by a bug in the Contractor’s code and is covered by the 28 days guarantee

Any dispute case that is not listed here will be treated as a generic dispute

When a dispute has been opened the Codeable Expert is required to stop any work and the Client may not hire anyone on Codeable to do the same work unless Codeable gives explicit permission to do so. If the expert is working on the Client’s server, a copy of the website must be immediately made on a staging server. In case the Client works on the website and makes modifications (either by him/herself or with another developer) before the current status is placed on a new staging server, the dispute may be invalidated since the responsibilities are no longer clear as to who performed what actions on the website.

For the cases of unresponsiveness of either party or urgency Codeable will determine on a case by case basis what urgency and unresponsiveness is unless otherwise specified in the case description.

Steps to resolve the dispute:

  • Codeable confirms via email to both parties that the dispute is now opened, and communicates the dispute number. The email sent to the parties will also contain a link to a form that both parties must fill in. The form allows up to ten documents to be uploaded. If the person needs to attach more than ten document we suggest to create a zip archive.
  • The parties have fourteen (14) days to complete in the form and provide any information needed to prove their case.
  • If both parties fail to submit the form within fourteen days the parties will have the option to continue and finish the work. If they don’t want to continue the work the task will be marked as abandoned and neither party will receive any funds. Codeable will not accept to re-open the dispute.
  • After the fourteen days have passed Codeable will not accept any further documentation or information unless they have been warned in advance that the document or information cannot be provided earlier for external causes. Codeable reserves the right to extend the window for providing documents if one of the parties can prove that the documentation cannot be provided earlier. The extension, in this case, will be valid for both parties.
  • After the window to submit information has been closed Codeable will have seven days to make its determination and communicate it to both parties.
  • Codeable will base its decision solely on the information and documents provided through the form. Codeable will not consult the chatroom or any document attached to the Workroom. It is the responsibility of the two parties to provide all the relevant information through documents and screenshots.
  • Both parties agree that when a dispute has been officially opened by either or both parties the decision taken by Codeable is binding to both and cannot be appealed. By accepting these ToS both parties relinquish any right to pursue any legal action in any jurisdiction against Codeable for any decision made regarding the dispute, and the client may not issue any chargebacks with the company the used to pay their Codeable project.
  • Once payment for a project or additional task has been made, Client and Contractor expressly agree to use the dispute resolution process in this ToS, expressly agree to be bound by its ruling and the Client expressly agrees to not initiate any chargeback requests with the card issuer.

 

Here is how Codeable will deal specifically with each dispute case

 

Client and Contractor were not able to resolve a controversy (generic dispute)

When Client and Contractor cannot find a compromise or agreement in a general controversy, they may ask Codeable to officially open a dispute. Codeable will follow the procedure outlined under Steps to resolve the dispute.

 

The Client is not satisfied with the work completed so far and wants to replace the Contractor

These are the case-specific rules:

  • It is the Client’s right to decide to stop working with a Contractor. However, the Client will have to pay for the work completed at the time request is made to Codeable to finish the working relationship.
  • Codeable will ask both parties to provide the documentation to prove how much work has been completed. After Codeable has determined how much to refund to the Client for the work done by the Contractor, the Client may open a new project and hire a new contractor to complete the work.
  • The Client is not allowed to hire another Contractor for the same work until the dispute with the current Contractor is resolved and Codeable has taken its decision and closed the case.
  • Codeable may decide to make an exception to the above rule for extremely urgent cases demonstrated by the Client.
  • The client can ask Codeable to assess the Contractor’s work if he thinks it’s of low quality. Codeable can decide to refund the client and not pay the Contractor if the work is deemed poor and of low quality.
  • Codeable can decide to partially or fully refund the client if the contractor is slow and there’s a reasonable fear that the deadline can be missed. Codeable will assist the client in finding a new contractor that can meet the deadline

 

The Contractor is no longer comfortable working with the Client

These are the case-specific rules:

  • It is in the contractor’s right to decide to stop working with a Client. When this occurs, it is in the Client’s right not to keep any of the work done by the Contractor and expressly agrees to start over with a new project.
  • If the client wishes to keep any of the work delivered, Codeable will ask both parties to provide the documentation to prove how much work has been completed and delivered. After Codeable has decided how much to refund to the Client for the work done by the Contractor, the Client may open a new project and hire a new contractor to complete the work.
  • The Client may not hire another Contractor for the same work until the dispute with the current Contractor is resolved, and Codeable has made the determination and closed the case.
  • Codeable may decide to make an exception to the above rule for extremely urgent works as demonstrated by the Client.

 

The Contractor is unresponsive

These are the case-specific rules:

  • The Contractor is expected to be responsive and keep the Client informed about his availability.
  • Codeable reserves the right to replace urgently the unresponsive Contractor inside the same project if any of these cases happen
    • The server has crashed and must be restored
    • The website has been hacked and needs to be cleaned
    • A bug in the Contractor’s work is making the website inaccessible
  • Codeable reserves the right to ask for an additional payment to the Client afterward in case the events that led to the Contractor’s replacement were not a result of the Contractor’s fault or were not their responsibility to fix.
  • The contractor must inform the Client in the workroom if he is going to be unavailable and if the Client did not object or raise concern, Codeable would not treat this as a case of Contractor unresponsiveness.
  • If the case is not urgent, Codeable will attempt to contact the Contractor for three working days before making any determination
  • If the contractor is unreachable Codeable may decide to:
    • Replace the contractor in the same project
    • Ask the Client to open a new project and hire another contractor to finish the work
  • Codeable will decide how much the original Contractor should be paid for the work already completed and delivered.

 

The Client is unresponsive

These are the case-specific rules:

  • Project fully completed:
    • The expert will comment in the workroom that the project is finished and ask the client to review. The client has seven (7) days to review the project and get back to the contractor. After seven days that the client hasn’t replied to the Contractor’s request, the Contractor can ask Codeable’s assistance to mark the project as complete
    • Codeable will send weekly messages to the client via email and any other means it deems necessary for a time of 21 days to reach the client
    • After 21 days that the client has failed to respond Codeable will proceed in the following way:
      • For projects below $1,000: Codeable will mark the project as complete and inform the parties with a message in workroom
      • For projects equal or above $1,000: A formal dispute will be opened, and Codeable will ask the Contractor to provide SOW and all the necessary documents and screenshots to prove that the work was completed. Codeable will then decide whether to mark the project as complete or partially refunded the client if the work is not completed
  • Project partially completed
    • After 14 days that the Client has failed to respond to the Contractor without any apparent reason, the Contractor may contact Codeable
    • Codeable will attempt to contact the Client through any known means for another 14 days
    • After 14 days that the client failed to respond Codeable will proceed in the following way:
      • For projects below $1,000: Codeable will refund the Client partially and pay the Contractor for the work done based on the what the Contractor states.
      • For projects equal or above $1,000: A formal dispute will be opened, and Codeable will ask the Contractor to provide SOW and all the necessary documents and screenshots to show how much work was completed. Codeable will then partially refund the client based on its findings

 

Client and Contractor disagree about whether a problem is caused by a bug in the Contractor’s code and is covered by the 28 days guarantee

These are the case-specific rules:

  • Once the dispute is officially opened Codeable reserves the right depending on the circumstances to ask urgently for the relevant documentation and reduce the normal 14 days deadline
  • Once Codeable has received all the information needed one or more senior in-house developers will look into the SOW and the Contractor’s work and decide whether the contractor should fix the problem under the guarantee clause, or if the fix falls outside the guarantee and must be paid for.
  • In case the fix is extremely urgent and the client cannot wait for the determination Codeable may ask to open a subtask and that the client deposits the amount necessary to fix the bug. If Codeable will determine that the problem fix was within the terms of the guarantee the client will be fully refunded for the subtask, back to their funding method used.

Prevailing Language

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions if any.

DEFINITIONS

  • Client” means any User utilizing the Codeable Platform to request Services to be performed by a Contractor. From time to time, Codeable may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Codeable when acting in this way.
  • Client Deliverables” means instructions, requests, intellectual property and any other information or materials that a Contractor receives from a Client for a particular Contract.
  • Confidential Information” means Client or Contractor Deliverables, Work Product, and any other information provided to, or created by, a User for a Contract, regardless of whether in tangible, electronic, graphics, verbal, visual or other forms. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Contractor or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information. “Contract” means a particular project or set of ongoing projects for which a Client has requested Services to be performed by a Contractor and the Contractor has agreed on the Codeable Platform.
  • Contractor” means any company or individual User utilizing the Codeable Platform to offer Services to Clients.
  • Contractor Deliverables” means instructions, requests, intellectual property and any other information or materials that a Client receives from a Contractor for a particular Contract.
  • Effective Date” means the date of acceptance of this Agreement.
  • License Agreement” means the license agreement between User and Codeable relating to the use of the Codeable Team software.
  • Codeable Team” means the online platform accessed using Codeable’s downloaded Team software that enables chat and screenshot sharing with other team members.
  • Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
  • Services” means web development, software development, writing, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.
  • Work Product” means any tangible or intangible results or deliverables that Contractor agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Contract, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.
  • Controversy” means when client and expert disagree on anything. In this phase, we are made aware of a problem and try to help the two parties to come to an agreement or compromise
  • Dispute” a controversy becomes a dispute when the two parties cannot reach an agreement and ask Codeable to step in and decide how to proceed on their behalf
  • “Scope of Work” (SOW): The division of work to be performed under a project or additional project in the completion of a project