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 Skovkrogen 13 tv, 2990 Charlottenlund, 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 tasks. Clients post jobs and invite contractors to apply. Contractors post profiles and apply on 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 afterwards 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. 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 party 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 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 modelling or acting are prohibited. Applying to 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 to 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 tasks specified in the job description.

Billing and Payments

Clients have complete and sole discretion to determine whether a Contractor has completed a Contract and whether Codeable should initiate payment to the Contractor.

Payment accounts

When a Client posts a job at the Site, the Client pays Codeable the task fee. Codeable holds the fee until a Contractor has completed the task 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 charge back 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 can 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 optional 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 prove, to Codeable’s satisfaction, that the Contractor has breached a 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 reregister 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, nor 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. To the extent that under applicable law, Proprietary Rights cannot be assigned, Contractor hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also the Contractor), 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.

To ensure that the Client will be able to acquire, perfect and use such Proprietary Rights, Contractor will:

transfer ownership, possession, and title to media, models, and other tangible objects containing Work Product to Client; sign any documents at Client’s request to assist Client in the documentation, perfection and enforcement of its rights; and provide the Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. 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. If the Contractor retains any rights of paternity, integrity, disclosure, withdrawal or other inalienable rights to Work Product or Confidential Information under this Agreement, Contractor irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Contractor cannot waive such rights, Contractor agrees not to exercise such rights, until Contractor has provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting its rights. Contractor agrees to assist Client in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work Product in any country. Contractor will sign all documents that the Client may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any assignment deed which the Client may select at its sole discretion. These obligations will continue even after Contractor deregisters from or ceases use of the Codeable Platform.

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. This applies whether such pre-existing intellectual property is owned by Contractor or a third party including, without limitation, code written by proprietary software companies or developers in the open source community without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the work product. Contractor acknowledges that, without limiting any other remedies, 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 be the Client in accordance with this section.

Worker classification

This Agreement does not create a partnership or agency relationship between Client and Contractor. Contractor does not have the authority to enter into written or oral contracts on behalf of Client. Contractor and Client acknowledges 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, labour 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.

Abandoned Task

A task will be marked as an Abandoned Task when the following conditions are met:

  1. After ninety (90) days has passed from the Client’s last message to the Codeable contractor working on the Client’s task and the task is not marked as complete, a Codeable contractor can post a message to the Client in the Codeable workroom for the Client’s task. If the Client has not responded in three (3) business days to the Codeable contractor’s message, Codeable Admin or Support will attempt to email the Client. If the Client does not respond within three (3) business days to the Codeable Admin or Support email, Codeable will mark the task as Abandoned.

  2. If a task is marked Abandoned by Codeable, this is indicating the Client has stopped responding and communicating with their chosen Codeable contractor, regardless of task being completed in full, by the Codeable contractor. Codeable will mark task as Abandoned and will release the funds from the Client’s escrow account into the Codeable account. The Codeable contractor may or may not receive any part of the Client’s funds from the Client’s escrow account, to be determined by Codeable and based on factors such as evidenced work completed. Final decision will be made by Codeable as to whether the Codeable contractor will receive any of the Client’s funds being released from the Client’s escrow account, and based on available chat logs, emails, and other forms of electronic communications provided by the Codeable contractor and relating to the specific task.

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 provides 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 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 a job is posted.

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 we need time to do the deposit and to document it. Withdrawal fee is charged $10 per requested withdrawal.

Payment Guarantee

Codeable will guarantee 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.

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 form 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 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 writhing (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 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.

Dispute Resolution

Codeable and user hereby agree that any Claims shall first be settled through the Codeable dispute resolution program. In case of any disputes please contact us at support@codeable.io or legal@codeable.io to initiate the dispute resolution program.

It is the user’s responsibility to notify Codeable Support or Legal indicating there is a deficiency with the work performed by the Codeable contractor.

Codeable Support will then acknowledge the Dispute with a confirmation email, indicating the user’s message has been received and Codeable will begin investigating the Disputed work arrangement between the user and the Codeable contractor.

Codeable may request chat logs and any emails or other electronic communications from both the user and the Codeable contractor, in order to complete the investigation.

Codeable will make a final determination on the Dispute within 72 hours of receiving all applicable chat logs, emails, and other electronic communications from both parties.

If either party fails to provide requested chat logs, emails, and other electronic communications within 3 business days of being requested, Codeable may still render a final determination without the requested information.

The final determination will be decided upon by a three (3) member committee of Codeable Admin, Support, or Officers.

Possible Outcomes of Codeable Dispute Determination:

  1. If the Codeable contractor approves of the user’s request for a full or partial refund of the funds, Codeable will issue the appropriate refund back to the user from the user’s escrow account, minus applicable Codeable fees.

  2. If the Codeable contractor does not agree to the user’s requested refund, then Codeable will decide the outcome based on the above 3 member committee comprised of Codeable Admin, Support, or Officers and the final determination will be based on all of the data presented and obtained by Codeable, including all chat logs, emails, and other means of electronic communication.

If Codeable agrees to a full or partial refund on behalf of the user:

  1. A partial refund (with the amount to be determined by Codeable) will be released from the user’s escrow account if some work was completed and delivered, but with the agreed upon task not reaching full completion as defined by the task description.

  2. A full refund will be released from the user’s escrow account if no work has yet begun by the Codeable Expert in regards to the agreed upon task, minus any applicable Codeable fees.

If a deadline is missed by the Codeable contractor, and the user is requesting a refund (full or partial), it is the user’s responsibility to notify Codeable Support to begin the Dispute process.

If the user is claiming the quality of work performed by the Codeable contractor is not sufficient to meet the needs of the user, and the user is requesting a refund (full or partial), it is the user’s responsibility to notify Codeable Support to begin the Dispute process.

Codeable retains the right to offer the user the option of assistance in locating a new Codeable Expert to complete the task for the user in lieu of making a refund (full or partial), as part of the Dispute Determination.

If the Codeable Dispute Determination results in a full refund being awarded to the user, the refund will be excluding any Codeable fees charged in accordance with the Codeable credit card processor.

If a task has been marked complete by the user for a period of twenty-eight (28) days, no refund (full or partial) is possible. Any Dispute filed on behalf of the user that arises after the 28 day period following a task completion will not be executed or acted upon by Codeable.

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, graphic, verbal, visual or other form. 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 tasks 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 use of the Codeable Team software. “Codeable Team” means the online platform accessed using Codeable’s downloaded Team software that enables chat and screen shot 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.