Terms of Service

These Terms of Service (this "Agreement") form a legally binding agreement between SoloNerds.com, operated by SoloNerds LLC ("SoloNerds," "Platform," "we," "us," or "our") and you or your organization as a user of our services and sites ("you," "your," or "User"). This Agreement is effective on the date you click "Accept," "Agree," create an account, or otherwise access or use our Platform (the "Effective Date").

Subject to this Agreement, SoloNerds provides a marketplace platform connecting independent freelance developers ("Nerds" or "Service Providers") with individuals or entities seeking technical services ("Clients"). Nerds and Clients are collectively referred to as "Users."

1. Agreement Modifications and Updates

SoloNerds may revise and update this Agreement from time to time in its sole discretion. To the extent permitted by law, all changes are effective immediately when posted on the Platform or transmitted via email; provided, however, that any changes to the dispute resolution provisions in Section 11 will not apply to any disputes for which the parties have actual notice on or before the date the change is posted or transmitted.

Your continued use of the Platform following revisions to this Agreement means that you accept and agree to the changes. To the extent required by law, we may provide you with prominent notice (such as a pop-up or email) and require your affirmative acceptance of revised terms before you may continue to use the Platform.

If you do not accept revised terms, you may terminate your account without penalty within thirty (30) days of notice. You are responsible for ensuring that SoloNerds has an up-to-date, active, and deliverable email address for you.

2. Platform Description and Role

SoloNerds.com is a marketplace platform that facilitates connections between independent freelance developers and entities seeking software development, code cleanup, refactoring, auditing, security reviews, or related technical services.

For the avoidance of doubt, the Platform does not include the provision of legal, financial, tax, or any other professional advice, representation, or services. SoloNerds does not and shall not provide legal advice, opinions, or recommendations about your legal rights, remedies, defenses, options, or strategies.

3. Independent Contractor Relationship; No Employment

All Nerds using the Platform are independent contractors and not employees, agents, joint venturers, or partners of SoloNerds or any Client. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, agency, or franchisor-franchisee relationship between SoloNerds and any User, or between any Users.

The parties and their personnel are not and shall not be deemed for any purpose to be employees or agents of the other, nor shall either party or any of its employees, subcontractors, or agents be entitled to any benefits offered to the other party's employees, including but not limited to retirement, insurance, or other similar benefits.

Nerds are solely responsible for: determining how, when, and where they perform services; their own taxes, insurance, and business expenses; compliance with all applicable laws, including tax and labor laws; and obtaining any necessary licenses or permits.

4. Account Registration and Security

4.1 Account Credentials

You shall regularly review and monitor access security codes, account numbers, and access credentials (collectively, "Security Information") and will advise SoloNerds immediately of any suspected or actual breach relating to Security Information or Platform usage. Security credentials cannot be shared with other parties and in no event can such access credentials or other Security Information be made available to anyone who is not authorized to use your account.

You shall use unique passwords to access the Platform, which passwords are not used for any other accounts or devices, personal or business. Any use of your Security Information to access the Platform will be deemed use by you, and you are liable for any violation of this Agreement whether by an authorized user or a person using such credentials.

4.2 Account Suspension

If SoloNerds encounters evidence of suspicious activity in connection with your account (including, but not limited to, evidence that your account or Security Information is being used by someone who is not authorized to do so) or that you have violated this Agreement, you acknowledge and agree that SoloNerds, in its sole discretion, may temporarily or permanently disable your account immediately and without notice. Reinstatement of access, if any, shall be at SoloNerds' sole discretion and subject to any conditions or assurances it may require.

In the event that SoloNerds disables or suspends your account, you expressly acknowledge and agree that SoloNerds shall be held harmless and bear no liability whatsoever for any delays, losses, damages, expenses, or consequences of any kind resulting from such action, whether temporary or permanent. You further waive all claims against SoloNerds related to such actions, regardless of cause or circumstance.

5. User Obligations

5.1 General Obligations

All Users agree to: provide accurate, current, and complete information; maintain the security of their account credentials; comply with all applicable laws and regulations; not use the Platform for any unlawful, fraudulent, or harmful purpose; not infringe any third-party intellectual property or other rights; not upload malicious code, viruses, or harmful content; not re-engineer, reverse engineer, reverse translate, decompile, reverse assemble, disassemble or in any manner decode or attempt to derive source code from the Platform; and treat other Users with respect and professionalism.

You shall not copy, distribute, resell, or redistribute the reports, forms, and/or outputs derived and/or generated from the Platform without authorization. You shall monitor compliance with your obligations under this Agreement and shall immediately notify SoloNerds if there is suspicion of any unauthorized access or attempt to access the Platform.

5.2 Client Obligations

Clients agree to: provide clear, accurate descriptions of projects and requirements; pay agreed-upon fees promptly and in accordance with any agreements; not solicit Nerds to work outside the Platform to circumvent fees; respect Nerds' time and professional boundaries; and ensure they have the right to share any code, materials, or data provided to Nerds.

5.3 Nerd Obligations

Nerds agree to: accurately represent their skills, qualifications, and availability; deliver services with professional care and skill; communicate clearly and promptly with Clients; not accept projects beyond their capabilities; and deliver work that is original or properly licensed and free from plagiarism.

5.4 Third-Party Services and APIs

If you use a third-party service provider or application program interface ("API") to establish access to the Platform and/or to link the Platform to your own environment or resources, you are solely responsible for the service provider's and/or API's security and any compromise of the Platform or your data is at your sole risk and responsibility. SoloNerds shall bear no liability for any breach, data compromise, or unauthorized access resulting from the actions, omissions, or security vulnerabilities of your chosen service provider or API. You further indemnify and hold harmless SoloNerds from any and all claims, damages, losses, or liabilities arising out of or related to the use of any such third-party provider or API in connection with the Platform.

6. No Verification, Endorsement, or Guarantee

While we may describe certain Nerds as "vetted," "elite," or "curated," this reflects our internal selection process and does not constitute a warranty, guarantee, certification, or endorsement of any kind.

We do not verify, warrant, or guarantee:

• The identity, qualifications, skills, experience, or background of any User
• The accuracy, completeness, or truthfulness of any profile, portfolio, review, rating, or User-provided content
• The quality, safety, legality, timeliness, or fitness for purpose of any services or deliverables
• That any User will perform their obligations or that any project will be completed successfully
• The security, functionality, or freedom from defects of any code or work product
• That information obtained through the Platform is correct, current, and/or complete

You acknowledge that you use the Platform and engage with other Users entirely at your own risk. You are solely responsible for conducting your own due diligence before engaging any User. You are solely and fully responsible for your access, use, and decisions made in reliance on the Platform and its features.

7. Confidentiality and Non-Disclosure

7.1 Definition of Confidential Information

"Confidential Information" means all information provided by a party that is marked or identified in writing as confidential, all oral information that is either at the time of disclosure or promptly thereafter identified in writing as confidential, or any information that by its nature should be considered confidential by the receiving party. This includes but is not limited to: source code, algorithms, and technical specifications; business plans, strategies, and financial information; customer data, user data, and databases; trade secrets and proprietary methodologies; project requirements and deliverables; pricing, rates, and commercial terms; and the terms of this Agreement and any pricing contained herein.

7.2 Confidentiality Obligations

Each party agrees not to use the other party's Confidential Information for any purpose at any time, other than as permitted by this Agreement. Each party shall hold in confidence and not disclose or reveal to any person or entity the other party's Confidential Information without the clear and express prior written consent of the other party. Each party warrants that it has reasonable security measures in place to protect Confidential Information from unauthorized access, use, and disclosure. Each party shall protect the confidentiality of Confidential Information using at least such care as it uses to protect its own confidential and proprietary information, but in no event less than reasonable care.

7.3 Protection of Nerd Methodologies

Clients acknowledge that Nerds may use proprietary tools, scripts, methodologies, techniques, and know-how in performing services. Unless explicitly agreed otherwise in writing, Nerds retain all rights to their proprietary methods, and Clients shall not: reverse engineer, decompile, or attempt to derive such methods from any deliverables; disclose such methods to third parties; or use knowledge of such methods to compete with or disparage the Nerd.

7.4 Protection of Client Code and Data

Nerds acknowledge that Client code, repositories, databases, and business information are Confidential Information. Nerds shall not: retain copies of Client code or data after project completion unless required for warranty support; use Client code or data for any purpose other than performing the engaged services; share Client code, data, or project details in portfolios, case studies, or public forums without explicit written consent; or disclose the existence of the engagement or Client identity without consent.

7.5 Legal Process

In the event a party receives a subpoena, discovery request, or other legal process purporting to require the disclosure of any Confidential Information, such party shall, unless prohibited by law or court order, provide the other party with prompt written notice, so that the other party may seek a protective order or other appropriate remedy. In the event such protective order or other remedy is not obtained, a party shall furnish only that portion of Confidential Information which is legally required to disclose.

7.6 Duration and Survival

Confidentiality obligations survive termination of this Agreement and any User engagement for a period of three (3) years, or indefinitely for trade secrets (as long as they remain trade secrets under applicable law).

7.7 Equitable Relief

The parties acknowledge that the confidentiality provisions are necessary and reasonable, and that the loss or disclosure of Confidential Information will cause irreparable harm for which there will be no adequate remedy at law. Therefore, in addition to any other rights and remedies, the disclosing party shall be entitled to obtain, without posting any bond or proving actual damages, injunctive and other equitable relief to prevent a breach or potential breach of confidentiality obligations.

8. Intellectual Property

8.1 Work Product Ownership

Ownership of code, deliverables, and intellectual property created through services arranged on the Platform is governed solely by the agreement between the Client and Nerd. SoloNerds makes no claim to ownership of, and has no rights in, any work product created by Nerds for Clients.

We strongly recommend that Clients and Nerds establish clear written agreements regarding: ownership and assignment of intellectual property; licensing rights and restrictions; rights to use work in portfolios or case studies; treatment of pre-existing IP and third-party components; and warranties regarding originality and non-infringement.

8.2 Platform Intellectual Property

You acknowledge that all right, title, and interest in and to the Platform, including all software, design, trademarks, logos, documentation, and content created by us, and all derivatives and modifications thereto, are owned by SoloNerds and that no right, title, or interest thereto is granted under this Agreement. Nothing in this Agreement will be deemed or construed to create any right, title, or interest in the Platform other than the limited right of use expressly set forth herein. SoloNerds' trademarks and trade names may not be used without express written permission.

8.3 Aggregated Statistics

Notwithstanding the foregoing, you agree that SoloNerds may use data and information related to your use of the Platform in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform ("Aggregated Statistics"). You hereby grant to SoloNerds a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use such Aggregated Statistics.

8.4 Feedback

If you provide SoloNerds with any ideas or suggestions that may enhance or otherwise improve the Platform ("Feedback"), SoloNerds may, in its sole discretion, decide to incorporate some or all of such Feedback. SoloNerds shall own all right, title, and interest in any such Feedback as incorporated into the Platform. The submission or acceptance of such Feedback shall not be interpreted as a commitment by SoloNerds to incorporate the idea into the Platform or any future functionality.

9. Payments and Fees

9.1 Payment Processing

SoloNerds uses third-party payment processors, including Stripe, to process payments. SoloNerds has entered into agreements with such third-party processors which restrict the use of your payment information solely to process payments for SoloNerds. Payment processors used by SoloNerds have represented to SoloNerds that they are PCI-DSS compliant.

When you enter the payment portal, you will see the name of the payment processor and may review such processor's privacy policies. Payment processing is subject to the terms and policies of the applicable payment processor.

9.2 Platform Fees

SoloNerds may charge platform fees, listing fees, membership fees, or other fees as disclosed on the Platform. Payments not paid when due shall accrue interest at the lower of (a) the maximum amount permitted by law, and (b) 1.5% per month, until all monies due, plus all accrued interest, are paid in full. This late charge shall be in addition to, and not in lieu of, SoloNerds' other rights and remedies.

If you fail to remit payments as and when due, SoloNerds has the right to suspend your access to the Platform until the account is paid current, including all accrued and due late charges. All fees are non-refundable unless otherwise stated.

9.3 Taxes

You agree to pay all taxes arising out of or relating to this Agreement and/or your use of the Platform, exclusive, however, of taxes based on SoloNerds' income. If any tax for which you are responsible is paid by SoloNerds, you will promptly reimburse SoloNerds upon receipt of proof of payment.

9.4 Payment Disputes

We are not responsible for payment disputes between Users, chargebacks, fraud, or any issues arising from third-party payment processor services. Users agree to resolve payment disputes directly with each other and/or the payment processor.

10. Disclaimers and Limitation of Liability

10.1 "As Is" Disclaimer

10.2 Security Disclaimer

While SoloNerds uses reasonable measures to prevent viruses and other malware from impacting the Platform, SoloNerds cannot and does not guarantee or warrant that the Platform or the Internet will be free of viruses or other destructive code. You expressly acknowledge that SoloNerds makes no representations or guarantees regarding avoiding, thwarting, or otherwise eliminating such threats.

You assume all risk associated with accessing and utilizing the Platform, and SoloNerds shall not be liable for any damages, losses, or interruptions caused by malware, viruses, or other destructive elements, regardless of preventive measures taken. You shall be solely and fully responsible for implementing sufficient procedures and checkpoints to ensure the security, confidentiality, integrity, availability, and accuracy of all data input and output in connection with the Platform.

10.3 Release of Claims

You hereby release SoloNerds and its licensors, officers, agents, employees, and independent contractors from and against any and all liability for and/or in connection with your reliance on the information provided by and generated from the Platform; and you hereby covenant not to sue or maintain any claim, cause of action, demand, cross-action, counterclaim, third-party action or other form of pleading against SoloNerds and its officers, agents, employees, and independent contractors arising out of or relating in any way to the accuracy or inaccuracy, validity or non-validity, of any information provided to or accessed by you through the Platform.

10.4 Limitation of Liability

10.5 Risk Allocation

THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH SOLONERDS' OBLIGATIONS UNDER THIS AGREEMENT. THE FEES PAYABLE TO SOLONERDS HEREUNDER REFLECT, AND ARE SET IN RELIANCE UPON, THE ALLOCATION OF RISK SET FORTH HEREIN AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN.

10.6 Third-Party Services

The Platform integrates or connects with third-party services, including payment processors (Stripe), authentication providers (AWS Cognito), cloud infrastructure, and others. We do not control these services and disclaim all liability for their performance, security, availability, data practices, or any resulting losses. Your use of third-party services is subject to their respective terms and policies.

11. Dispute Resolution and Governing Law

11.1 Disputes Between Users

SoloNerds is not a party to agreements between Users and has no obligation to mediate or resolve disputes. Users agree to resolve disputes directly with each other. While we may, at our discretion, provide informal dispute assistance, we are not obligated to do so and any assistance does not create liability or obligation on our part.

11.2 Binding Arbitration

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

12. Indemnification

You agree to defend, indemnify, and hold SoloNerds, its affiliates, and its and their directors, officers, and employees harmless from and against any and all damages awarded, and settlements agreed to by you from any third-party claim arising from or related to:

• Your use of the Platform
• Your violation of this Agreement
• Your violation of any applicable law or regulation
• Your content, including profiles, listings, reviews, or communications
• Your interactions with other Users, including any disputes
• Any services you provide or receive through the Platform
• Any claim that your content or services infringe third-party rights, including intellectual property, proprietary rights, or privacy rights
• Your breach of confidentiality or non-disclosure obligations
• Your failure to comply with account security requirements
• Your use of any third-party service provider or API in connection with the Platform

The obligation to indemnify is subject to SoloNerds providing you with prompt written notice of such claim and you controlling the defense and settlement of any such claim or action. SoloNerds may participate in such defense, subject to its retention of and payment for its own counsel. You shall not settle any such claim without the full release of SoloNerds from such claim or the written consent of SoloNerds.

13. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any reason beyond its reasonable control and mitigation, including but not limited to, elements of nature or acts of God, acts of war, terrorism, civil disorders, quarantines, disease, embargoes, and other similar governmental action ("Force Majeure Event"). Any party so delayed in its performance will promptly notify the other and describe in detail the circumstances causing such delay.

A Force Majeure Event does not, however, excuse your obligation to remit fees as and when due hereunder.

14. Export Compliance

You hereby give written assurance that you will: (a) only export or re-export the Platform and any other information supplied to you by SoloNerds in compliance with the laws of the United States, including without limitation all Export Administration Regulations ("EAR") and OFAC restrictions; and (b) bear sole responsibility for any violation of such laws and regulations.

You further represent and warrant that neither you, nor any affiliate, is now, or will become in the future, a "Denied" or "Sanctioned" or "Specially Designated" Person within the meaning of the EAR and/or OFAC. If you access the Platform from outside the United States, you are solely and fully responsible for compliance with local laws, rules, regulations, directives, and legal obligations relating thereto.

15. Non-Solicitation

To the fullest extent allowed by law, and except as otherwise agreed by the parties in writing, during the term of this Agreement and for a period of one (1) year after expiration or earlier termination of this Agreement, you will not knowingly solicit, hire, or otherwise retain as an employee or independent contractor, directly or indirectly, any employee or independent contractor, present or former, of SoloNerds.

16. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause, with or without notice. You may terminate your account at any time by contacting us.

SoloNerds may terminate this Agreement and cancel or withdraw all or any part of the Platform at any time upon written notice to you (a) for which SoloNerds has reasonably determined that the provision of the Platform has become unlawful; (b) that the Platform has become subject to a claim that it infringes the rights of any third party; or (c) in the event SoloNerds discontinues the Platform for all similarly situated users.

Upon termination, your right to use the Platform ceases immediately and you shall have no further ability to access the Platform. Sections that by their nature should survive (including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) shall survive termination.

17. General Provisions

Entire Agreement: This Agreement, together with our Privacy Policy, constitute the entire agreement between you and SoloNerds regarding your use of the Platform and supersede any and all other agreements or other terms and conditions purporting to govern the subject matter hereof.

Severability: If any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the court shall revise the provision so that it is valid and enforceable reflecting as closely as possible the intent of the original provisions, and if the provision cannot be so made valid and enforceable, it is to that extent deemed omitted, and all other remaining provisions shall remain in full force and effect.

No Waiver: The failure of either party to require or enforce the strict performance by the other party of any provision of this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision. No waiver of any provision will be effective unless it is in writing and signed by the party against which it is sought to be enforced.

Assignment: You may not assign or transfer your rights or obligations under this Agreement without our prior written consent, except in connection with a merger, acquisition, or sale of substantially all of your assets. We may assign our rights and obligations without restriction. Any assignment or transfer in violation of this Section is null and void.

Neutral Construction: The parties agree that each party has had the opportunity to consult its own counsel regarding this Agreement, and that the principle of contract construction ("ambiguities are to be construed against the drafting party") shall not apply to any ambiguities in this Agreement.

No Third-Party Beneficiaries: Nothing in this Agreement will confer upon any person, other than the parties to this Agreement, any rights, remedies, obligations, or liabilities whatsoever, and no third party shall be deemed a third-party beneficiary of this Agreement.

Notices: Any notices required by this Agreement shall be given by email to the applicable address associated with your account, and shall be effective upon receipt. You are responsible for ensuring SoloNerds has an up-to-date, active, and deliverable email address for you.