Limitation on allowed contract terms. Both Buyer and Seller agree that any terms negotiated with another party that violates any of the following rules
are NOT legal binding and are COMPLETELY NULL and VOID without the express prior written consent of Exhedra.
- Any terms in which a party forfeits any of their rights in arbitration. This includes sellers stipulating that the deliverables must be accepted "As is" or "Site unseen", or Buyers stipulating that their final approval of the work will override what the arbitrator determines in testing.
- Any terms which bind a party to work in perpetuity or forfeit their right to consent to a contract amendment. (Example: "Seller agrees to accept all additions to the scope of work that the buyer desires, until they are satisfied.")
Exhedra may consider attempting to negotiate such terms grounds for account censure or termination under "fraud".
Parties explicitly not permitted to participate on the site. While Exhedra reserves the right to restrict membership and use of the site to anyone for any reason
it deems appropriate, the following parties are never allowed to participate on the site.
- Parties living in countries with which the United States has an economic embargo prohibiting economic activity with.
- Parties whose participation on the site causes them a conflict of interest...including owners, partial owners, employees or contractors who are working or have worked for a competitor to any Exhedra service.
If a party is discovered to fall into one of the above categories, their accounts will be closed. If they are a Seller, all funds in their
account will be returned to the Buyer, minus the Rent a Coder fee (at the discretion of Exhedra).
Fraudulent transactions. Buyer agrees not to post any projects or bonuses to themselves (or to other accounts which they own), as doing this would unfairly inflate the receiver's ratings, and could also be related to unethical or illegal monetary activities
(such as money laundering or embezzlement). Buyer understands that Exhedra regularly monitors transactions for this type of behavior and agrees that if Exhedra determines this has occurred, then Exhedra can take the following action to ensure that the transactions do not continue.
Buyer agrees that Exhedra may hold all funds on all accounts that are involved as a deposit for a period of one year. At the end of a year the Buyer will receive the deposit back (not the Coder), but only if no additional fraudulent transactions have occurred on any of the accounts involved, and
none of the accounts violate their contract in any additional way. If any of the accounts violates one or more of these conditions then all funds are forfeited to Exhedra.
2b. EXHEDRA’S ESCROW OBLIGATIONS (Added 12/15/2002)
Exhedra warrants that all escrowed funds will be used solely for the purpose of escrow transactions and not allocated to any other
use, whatsoever, with no exceptions. Furthermore, all funds escrowed by the Buyer will be held in a dedicated
separate account, maintained solely and exclusively for Rent a Coder escrow accounts.
This restriction will exist until funds are either awarded to the Coder or are physically
refunded back to the Buyer.
To further protect the Buyer in the unlikely event that Exhedra declares bankruptcy, Exhedra hereby
grants the Buyer the right to be refunded escrow funds, BEFORE any other
outstanding creditors are paid. Any bankruptcy reorganization filed by Exhedra that does not follow this
grant's priority, will not be allowed.
3.
BUYER’S REPRESENTATIONS
Buyer represents that it has the full power and
authority to execute this Agreement. Buyer
is the owner of, and/or has received all appropriate consent from the owners of,
any and all material, information, intellectual property in any form, or other
data that Buyer makes available to Exhedra Solutions, Inc. and to Bidders.
3b. NDA and/or Additional Agreements not covered by Site Escrowing Agreement
Some Buyers and Coders may enter into additional agreements not covered by the site escrowing agreement. These include (but are not limited to) penalty clauses
(ex: "Coder must deliver by x/xx/200x or they will owe Buyer $1 for every day late"), any agreements extending past the time of 100% work acceptance by the Buyer
(ex. "Coder warranties work for a year and will fix any bugs in that time"),
or a Non Disclosure Agreement (NDA). Both Buyer and Coder understand and acknowledge that
these agreements are made directly between the Buyer and the Coder and do not involve Exhedra, Rent a Coder or any of its subsidiaries or other legal entities.
As such, Rent a Coder and Exhedra are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.
(This paragraph applies to "pay for deliverables" projects only) Should the Buyer wish to create an agreement that extends past the time of 100% work acceptance, but still receive protection via the site...Exhedra recommends the following: creating a brand new and
separate bid request (apart from the initial bid request) to allow the work to fall under a new escrowing agreement. This allows funds to be released only when the bid request (or milestone phase) is completed, and affords the Buyer protection via the site
escrowing agreement.
Should the Buyer utilize the NDA feature of the site and then subsequently wish to take
action against the Coder, Rent a Coder will provide all correspondence that it has in
its possession that occurred between the Buyer and Coder on the site, for use by the buyer in such action.
4.
ACCEPTANCE OF DELIVERABLES (applies to "pay for deliverables" projects only)
After coding is
completed, the deliverables will be sent from the Seller to a location on the
site where the Buyer may download them.
If the deliverables are 100% satisfactory to the buyer, then Buyer agrees to indicate 100% acceptance of the deliverables via the web site (or a partial acceptance if the deliverables are only partially complete and satisfactory based on pre-agreed upon milestones).
Should the Buyer not
be 100% satisfied, then Buyer agrees to not accept the work and instead notify
the Seller as well as Rent a Coder of the problem in a timely basis so that it
can be resolved. Should there be any dispute by either Buyer and Seller
regarding acceptance, both Seller and Buyer agree to abide by the Rent a Coder
rules of arbitration in section 4b.
Realizing that the Seller will not be credited until
work is fully or partially accepted, the Buyer agrees to do all testing in as timely a basis as possible. Buyer also agrees not
to withhold acceptance unreasonably.
Buyer assumes complete and sole responsibility for testing the deliverables and determining if they are 100% satisfactory or not (or partially satisfactory if pre-agreed upon partial milestones have been created). Buyer agrees to never accept any work before deliverables have been 100% tested and they are 100% satisfied. If against the wishes of Exhedra, Buyer accepts work without the above two items being true, Buyer agrees that the acceptance and payment fall under the risky category of "advance payments" as detailed elsewhere in this contract, and
are completely and forever non-refundable. Exhedra cannot discourage this kind of high risk activity enough.
During work acceptance it is occassionally possible for a Buyer to accidentally accept a different
amount of work than they intended to (i.e. by hitting the accept button twice on 50%, or making a typo, etc.).
If Exhedra (in its sole discretion) determines that enough proof exists to demonstrate that this occurred, then Buyer and Seller agree that Exhedra may
correct it to reflect the original intention.
5. Pay for Time projects (does not apply to "pay for deliverables" projects)
The Seller agrees...
- That before placing a bid, they will download the Seller Time Card application, and install it on the machine(s) they will do work on. They will
also have a working webcam on that/those machine(s) and verify that all software and hardware is kept in working condition.
- That the application may take periodic images of the webcam (to prove that they are present) and their entire desktop (to prove they are working on the buyer's
project).
- To conduct themselves ethically and profesionally by logging into the application when beginning work and logging out immediately upon ending. The Seller also agrees to logout for all breaks, no matter how small. Seller agrees that logging incorrect information
may be considered fraud by Exhedra and if so will result in forfeiture of some or all funds in their account and/or result in their account being permanently closed.
- That if they forget to log in or out of the application, they may make manual adjustments to their timecard via the site. However, since there is no way to truly proove that they worked such hours, the buyer may accept or reject them
at their discretion, and without invoking Exhedra's arbitration process.
The Buyer agrees...
- To pay the Seller for the time they spend working on the project, rather than for a specific deliverable.
- That the only type of arbitration available to them is the "Pay for Time" arbitration (detailed elsewhere in this contract). They may contest the presence of the Seller (via proof in the Seller's webcam image), or
that the Seller was not working on their project (via proof in the Seller's desktop screenshot). These are the Buyer's only options on this type of project.
Proof of fraud must be 100% definitive, and anything else will be deemed insufficient evidence of fraud. Examples of 100% definitive proof are:
- Abscence of seller in the camera image
- Screenshot showing the seller using an application that is definitively not related to the project (for example, Minesweeper is active on a project unrelated to gaming).
Examples of insufficent evidence are:
- A screenshot that doesn't change from the previous capture, or that has no active applications showing (the seller could be thinking)
If the Buyer does not wish to be limited in arbitration in this way, they agreee to post the project as "pay for deliverables" rather than "pay for time".
- To approve or contest the Seller's timecard in a timely manner. If they exceed the following timeframe for any reason, the
Buyer agrees that the time card is approved by them ("auto-approval").
| A week |
3 business days (see definition of a "business day" earlier in this contract) |
Exhedra agrees...
- To use reasonable efforts to keep it's systems running so as to record the Seller's time.
- Should a failure occur despite this, both parties agree to hold Exhedra harmless for the outage or failure.
Should this occur, Exhedra will attempt to rectify the situation in the fairest way that it (in its sole discretion) determines is possible and both
parties agree to be bound by Exhedra's determination.
Both buyer and seller agree...
- To hold Exhedra harmless of any legal claim (copyright, trademark, privacy and otherwise) regarding anything captured from the Seller's webcam or desktop, while logged into the Seller Time Card application.
- That when Buyer releases funds to the Seller, Exhedra will be given a 9% commission fee, from the total amount (with a minimum of $3).
5b. RENT A CODER RULES OF ARBITRATION
These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of
computer software and related systems. Should a dispute arise over the completion of a project, the allocation of
escrowed funds, or any other issue, both Buyer, Seller and Exhedra agree to the following rules. Additionally,
Buyer and Seller agree that Exhedra may place any project into arbitration that it deems necessary. This includes (but is not limited to)
obtaining information (and documenting) why escrow is being reduced,
as well as investigating potential fraud issues such as illegal projects, multiple accounts, etc..
1) About Mediation / Arbitration:
Should the Buyer and Seller not be able to come to agreement on
acceptance, (including but not limited to copyright to deliverables, whether deliverables meet requirements and whether work acceptance should occur), both
parties agree to designate Exhedra as sole mediator and arbitrator (two distinct roles).
Exhedra agrees to mediate and arbitrate fairly and impartially according to
the rules in this section. Where no rules yet apply it will use its best judgement (in Exhedra's sole opinion). Buyer and Seller agree that Exhedra's
decision is final and binding to them and hereby waive any other further legal challenges or remedies including but not limited to civil or criminal litigation against the other party or Exhedra.
2) Mediation:
Before arbitrating, Exhedra may attempt to first mediate a mutually acceptable compromise solution between
both parties if it determines the option is a viable one. A mediated compromise can provide a
quick and easy way for both parties to obtain a successful outcome, without the time and energy required
by a full-blown arbitration. Both Buyer and Seller understand and
acknowledge that they are NOT required to accept any mediation proposals.
Exhedra acknowledges that the refusal of any party to accept a mediation proposal will
not affect its standing in the subsequent arbitration.
If a mediation succesfully occurs in which the original contract is either reduced or cancelled, Exhedra
will document what occured by placing a rating on one or both parties' records, as detailed below under "Exhedra Ratings".
Should either party not agree to a mediation compromise, or should Exhedra
(at it's sole discretion) determine that the option is not a viable one, the
process moves on to arbitration.
3) Arbitration:
Whereas mediation is like a diplomatic negotiation between two countries,
arbitration is like a court trial. Much like a trial case, each party's side
is weighed and often evidence needs to be gathered to determine the prevailing party.
3a) "Pay for Deliverables" Arbitrations:
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Arbitration of the bid request is based solely on whether or not the
Seller met the conditions specified in the Buyer's 'Entire Bid Request' (unless
either Buyer or Seller prematurely forfeits by the other rules of arbitration
detailed below). The 'Entire Bid Request' is defined as:
- The original bid request posting on the site (which includes but is not
limited to the description, attachment and deliverables)
- The subsequent clarifications and/or changes made in bids/comments from
both sides in the site bidding/comment system.
Both Buyer and Seller agree that any discussions
conducted outside of the site (including email, off-site chat and oral
conversations over the phone) are NOT considered part of the 'Entire Bid
Request' and WILL NOT be taken into account. In addition, some methods of onsite communication
(such as the onsite chat and optional Assembla chat/IM) are ambiguos
In addition, onsite chat and Assembla chat/IM often result in ambiguous situations and as such WILL NOT be taken into account. As an example, a seller may type: "I will do it for $100" and a buyer responds with "Okay, that works for me.". However, because they are a slower typer, the seller may have already typed "But actually I would prefer $200" before the buyer hits "send", resulting in the following (misleading) log:
- Seller: "I will do it for $100"
- Seller: "But actually I would prefer $200"
- Buyer: "Okay, that works for me"
Exhedra has found that due to poor wording or lack of
attention to detail, that sometimes portions of the 'Entire Bid Request'
contradict other portions or are unclear. In the event that either Buyer
or Seller disputes with the other party any portion of the 'Entire Bid Request'
(including but not limited to disputes over an alleged contradiction,
interpretation, or applicability) Exhedra will be the final determiner of the
best method of resolving the issue. It will make this determination using
the most impartial method that it can, in good faith, formulate.
Despite repeated warnings to both Buyer and Seller
to the contrary, occasionally Exhedra finds that both parties have neglected to
use the site to detail key items of the 'Entire Bid Request', withholding the
information necessary to make what Exhedra feels is a "just" arbitration
decision. This can happen due to a deliberate manipulation by one party
and/or due to genuine ignorance of the consequences of such behavior by one or both parties.
Should Exhedra determine this to be the case, it may extend the definition of
the 'Entire Bid Request' to include items not normally covered (such as 3rd
party chat logs). However, neither Buyer nor Seller may demand such an
extension nor possess the "right" to such an extension.
Instead Buyers and Sellers agree to properly document the 'Entire Bid Request' on the
site as Exhedra warns, and not expect, or count on an extension to occur in any arbitration. Site users
who repeatedly do not use the site to document the 'Entire Bid Request' may be
ejected from the site.
3a1) 'Quick Resolution' Arbitrations
- If a Seller does not upload completed deliverables to the site by the delivery deadline posted by the buyer, then the Seller
will be found in forfeit of the arbitration. The Seller agrees to allow enough time before the deadline to doublecheck that what they uploaded to the site is actually what they intended to upload and is
in the proper format and is 100% of the deliverables...and to reupload it before the deadline if it should not be. Should the site be down, the Seller may alternately confirm delivery by emailing the deliverables along with the bid request
URL to facilitator@rentacoder.com. The date/time stamp of the email will then be used to determine if delivery was made on time or not.
However, to prevent an unscrupulous Buyer from unfarily manipulating a Coder to obtain free work...should Exhedra discover evidence that it feels indicates that the
Buyer continued to work with the Seller after the deadline, and the Seller did so in a fully competent manner, then the deadline may be deemed "Implictly Extended" by the Buyer's actions..nullifying the previous deadline and the above mentioned forfeiture.
If the timezone for a deadline is ambiguous, then Buyer and Seller authorize Exhedra to determine the time zone to be enforced,
using whatever method it deems (in its sole opinion) to be appropriate.
- If the Seller has already agreed to provide status reports prior to the arbitration and did not fulfill that agreement, then they also be found in forfeit of the
arbitration. However, to prevent an unscrupulous Buyer from unfarily manipulating a Coder to obtain free work...should Exhedra discover evidence that it feels indicates that the
Buyer continued to work with the Seller after the status report requirement was not met, then the Buyer will be considered to have waived their rights to cancel on that particular missed stats report..nullifying the previous deadline and the above mentioned forfeiture.
Note: status reports are NEVER required of the Seller while arbitration is in process.
- If either party closes their account, then they agree that they will forfeit any ongoing and/or future arbitrations.
3a2) 'Insufficient Progress' Arbitration
If the Buyer charges that the Seller is not making sufficient progress on a bid request, the Seller must supply specific demonstrable proof to the contrary.
Examples of demonstrable proofs of progress are (depending on the level of progress expected) programming requirements, designs, prototype, code and/or test cases.
If Exhedra determines that demonstratable proof of progress has not been supplied, the Seller will be found in forfeiture of arbitration.
Exhedra may not only cancel the Seller's bid but also assign the Seller's other open bid requests to another, more responsible Seller.
3a3) 'Deliverable Dispute' Arbitration
The typical arbitration case involves a disagreement on what was delivered. The
Buyer typically claims that they did not receive 100% of the 'Entire Bid
Request' and the Seller typically claims that they did provide this to the
Buyer.The only way to determine who is being truthful
and who isn't, is to test the deliverables. When this occurs, an
Exhedra tester will perform "flaw list verification" where they compare the
Buyer's list of problems (the "flaw list") to the actual
application/deliverables. Should one or more flaw list items be verified,
then the Buyer wins arbitration. Should no items be verified then the
coder wins arbitration. The process works as follows:
1) "The Flaw List": First Exhedra will request a detailed flaw list
from the Buyer detailing exactly what the Buyer contends was not delivered, and (if
appropriate) instructions on how to duplicate the alleged behavior. Buyer
agrees to provide the above when requested by Exhedra, so that Exhedra can confirm or deny whether the
original bid request requirements were met or not. Should the Buyer not
provide the flaw list then they will be found in default of arbitration.
Note that all flaw list items will be screened per the "Flaw List Exceptions"
rule below.
An unscrupulous Buyer who knows that they will lose arbitration, might be tempted to
unfairly delay the inevitable payment to the Seller, by delivering flaw lists in 'piece-meal' fashion.
To prevent this, the Buyer agrees that any flaw list they present is the full, complete and
final flaw list.
Occasionally, the arbitrator may add items to the initial flaw list that they
feel are pertinent, and these may even be items suggested by one of the involved parties.
However, both Buyer and Seller agree that only the arbitrator may do this, and that no other party may.
2) "Testing Venue:" Since the deliverables must function in the Buyer's environment for acceptance,
and the Buyer is the party creating the "flaw list", the Buyer will be responsible for hosting the testing venue. However, if the coder is determined
to have not released the deliverables in question to the Buyer, the Coder will
be responsible for hosting the testing venue. Exhedra does reserves the right
to move responsibility for the testing venue to another party if it (in its
sole opinion) believes a fairer result may be achieved. Additionally,
Exhedra may choose to host the testing venue itself, if it (in its sole
opinion) determines:
a)...that the arbitration venue responsibility
would not be better served by either the Buyer or the Seller
b)...that significant setup assistance will not be required from the Seller (since
a Seller can take advantage of such a situation to do configuration tweaks that were not done
on the buyer's system)
c)...that it has an existing environment adequate to testing the deliverables
Both Buyer and Seller agree that if required to provide the testing venue,
they will provide Exhedra with access to all aspects of their environment that
are necessary for Exhedra to:
a) Verify or deny the Buyer's claims in the flaw list
b) Verify or deny that deliverables have been modified to cheat the testing
process
Note that these aspects may include (but are not limited to)
software, hardware, documentation, remote access to systems etc..
Should the
party responsible for hosting the testing venue refuse to provide all aspects of
the testing venue when required to, they will default on the arbitration and
forfeit it.
Exhedra may use file comparisons (and/or other means)
to ensure that modification of deliverables does not occur by the testing venue
host. If Exhedra (in its sole judgment) determines that the host has modified
deliverables to influence an arbitration unfairly in their favor, the host will
forfeit arbitration, be found in default of their contract under the terms of
'fraud', and will have their account involuntarily closed.
3) "Flaw List Exceptions": Certain types of flaw list items will not be tested
and must be removed from the flaw list. They include:
a) Subjective Items:
Items that cannot be objectively stated cannot be objectively tested.
The Buyer will be given the chance to restate them objectively, but if they
do not, then they will be removed from the flaw list.
b) Cosmetic Flaws:
The Seller acknowledges and understands that they are expected to follow
established software development standards (or graphics, writing, etc....whichever field applies).
Such standards dictate doing adequate testing to
ensure that the deliverables received by the buyer meet the specification and are
in stable working condition. However, the Buyer also acknowledges and understands that
(for example) the complexity of
modern software makes it impossible to create software that is 100% bug free
(Windows is an excellent example). In a graphics design project (as another example),
minor issues (such as not liking a particular color) need to be addressed with the seller so they can be fixed...and otherwise
cannot be expected to fix themselves. To ensure a fair test, certain
items called "Cosmetic Flaws" will not be considered full-fledged flaws against the Seller.
"Cosmetic flaws" are defined
as flaw list items that are infrequent, do not affect the major functionality
of the deliverables, can be corrected very easily and do not reflect incompetence on the part of the
Seller. Some examples are a
web page with the wrong background color or "typos" in a few data entry
fields. Should items be found to be "cosmetic flaws" and the Seller
actually wins arbitration, then they will be required to fully correct them
before receiving payment.
Note that should the tester determine that the
frequency of cosmetic items shows a lack of adequate testing by
the Seller, then the presence of too many cosmetic flaws WILL be considered a full-fledged flaw.
c) Setup program bug items:
The flaw list may contain reference to items caused by a faulty setup
program. Due to the exponential number of different computer
configurations in the world, setup programs sometimes do not run perfectly
on every machine. More importantly, sometimes these issues cannot be
identified until they are run on a particular "problem configuration"
machine. If the tester determines that one or more setup program related
flaw items fall in this category and could not have been prevented by the
Seller using adequate testing using their own equipment and proper testing
measures commensurate with the bid request, then these flaw items will not be
considered.
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3b) "Pay for Time" Arbitration:
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-
This is the only type of arbitration available on a "pay for time" project. In this arbitration, the Buyer alleges that the Seller has not worked some or all of the time logged on their timecard. The Buyer contests one or more of the entries and then must prove (via the webcam and screenshots in the coder's time card) that the Seller was either not present, or not working on the buyer's project. If the buyer's proof is ruled 100% conclusive by Exhedra (in its sole determination), then the Seller will not be paid for that time period. If it is ruled inconclusive or invalid by Exhedra (in its sole determination) then the Seller will be paid. If Exhedra determines that the Seller has committed intentional fraud some or all of their funds may be withheld from them and their account may be permanently closed.
- If the Seller has made any manual adjustments to their timecard, these can not truly be verified, so the Buyer is under no obligation to accept them. The buyer may accept or reject these without going into arbitration.
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4) Forfeiting Arbitration by not responding
Buyer agrees to be prompt in corresponding with Seller and Exhedra, including final
acceptance of 'Work Complete'. Should a Buyer not fully comply with Exhedra requests to either
certify 'Work Complete' or produce a flaw list within 5 business days, Buyer will
forfeit the arbitration (at Exhedra's sole discretion). For situations other than work complete/flaw list requests...should a Buyer not respond to Exhedra
arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's
sole discretion). Should a Buyer respond in 3 days but (in Exhedra's sole
determination) attempt to stall the arbitration by inadequately addressing one
or more issues, then they may also be ruled in forfeit of the arbitration
(at Exhedra's sole discretion).
If a Buyer forfeit occurrs then Buyer forfeits the arbitration as well as the entire amount of the
escrowed funds. Exhedra may (at its sole discretion) either award those funds to the Seller without
further investigation, or choose to investigate if the Seller accomplished the contracted work
corresponding to the escrowed funds. If Exhedra chooses to investigate, they will award the
Seller the perentage that Exhedra deterimines that they have completed and return all additional escrowed funds to the Buyer.
Seller agrees to be prompt in corresponding with Buyer and Exhedra.
Should a Seller not respond to Exhedra
arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's
sole discretion). Should a Seller respond in 3 days but (in Exhedra's sole
determination) attempt to stall the arbitration by inadequately addressing one
or more issues, then they may also be ruled in forfeit of the arbitration
(at Exhedra's sole discretion).
Should a Seller not complete status reports prior to the beginning of the current arbitration
then they will forfeit arbitration at Exhedra's discretion.
If Exhedra determines a forfeit has occured, then in addition to the Seller's bid being cancelled, all of the Seller's other bids which have been selected by Buyers may be assigned to another (presumably more responsible) Seller. This may be done
with or without notice to the original Seller.
5) Excused absences:
Under certain circumstances, either buyer and coder may be granted an extension by Exhedra to the normal response times they have agreed to elsewhere in this contract. This will occur if they have an "excused absence" (such as a vacation) that meets all of the following:
- The party requesting the absence notifies Exhedra and the other party in advance of both the date and length of the absence. This notification will occur on the arbitration itself and will be done in advance of the absence start date by a minimum of 3 business days, and if the abscense is longer than a week, than a minimum of 2 business days in advance for each week of the absence.
In order to expedite the arbitration, Exhedra may amend the timeframes of this requirement during the arbitration. If Exhedra does this, it agrees to post the new timeframes to the arbitration, to inform both parties of the change. Once this is done, both buyer and coder agree to be bound by these new timeframes.
- The party requesting the absence will provide any and all proof that Exhedra might require to verify that the alleged event occurred, including plane stubs, medical records, etc. (Each party agress that if they do not, that the reason will not be considered valid).
- The reason must be determined by Exhedra (at its sole discretion) to be legitimate. For example "I notify you both 4 days in advance that I am taking a break from this arbitration for 2 weeks because I'm tired of participating" would not be considered legitimate.
Both parties agree that ALL of the above requirements must be met to be considered an excused absence. If any one is not met, then the absence is not excused and the party agrees that they are not entitled to an exception, and will be bound by the normal response times and penalties that they have agreed to elsewhere in this contract.
The advance notification requirement may be reduced, if the party can provide proof (per the other requirements) that an unforseen emergency beyond their control was the cause and the sudden nature made it impossible to provide the normal amount of advance notice (for example, a medical emergency). If such notice occurs only AFTER the response period has elapsed, it may not be possible for Exhedra to partially or completely reverse the previously made decision. To prevent this from occurring, both parties agree to instead setup a 3rd party in advance (a friend, business partner, family member) as a proxy, who will notify Exhedra of their inability to respond. This will enable Exhedra to act on the information. If either party neglects to do this, or the proxy does not notify Exhedra in advance of that party's response time expiration, that party agrees that their right to an excused absence will be waived. In such a case, Exhedra may still amend what it can (for example, the rating may be changed to indicate a medical emergency occurred). However issues such as the escrowed funds cannot be "undone".
There are a few other extremely rare situations, in which an excused absence is justified, but does not meet all of the above requirements. For example, a competent Seller may deliver 100% of a project (including all tweaks, etc.) by the final deadline and then go on vacation afterwards. An unethical buyer could put the project into arbitration while they were away, knowing that the vacation would not be considered excused per the above requirements. For this reason, both parties agree that Exhedra may waive any of the above requirements if it determines it would be more legitimate (at its sole discretion). Further, both parties agree that they do not have the right to demand or request such a waiver...and that it is purely at the discretion of Exhedra.
6) When the Buyer Wins Arbitration:
If the Buyer wins arbitration, they may, at their option, apply the entire
escrowed amount to a new Seller at no charge. Rent a Coder will offer
the Buyer options (if available) of switching to other Sellers on the original bid,
opening a new bid request to get new Seller bids, or otherwise
offering to connect the Buyer with Sellers for the purpose of completing the
project.
The buyer also has the option to cancel the bid request and
request a refund of escrow funds. To compensate Exhedra for the
costs in this process, all refunds of this nature are subject to a cancellation fee for the Buyer, as detailed under "Cancellation fee" elsewhere in this contract.
However, to compensate the Buyer when cancellation is not their fault...should the Seller be determined by Exhedra to be "at fault" for the cancellation, then funds in the Seller's
account (if available) or an Expert Guarantee (if available) will be used by Exhedra to lessen or completely eliminate this charge.
If the Buyer is awarded back 100% of their escrowed funds on a project,
then they agree that the deliverables created by the coder may NOT be kept by the Buyer.
Buyer agrees to relinquish possession by promptly and completely destroying all deliverables and copies of deliverables in their possession.
7) One Party Rating the Other Party:
To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. Exhedra reserves the right
to suspend rating rights on either party and/or to remove/edit ratings that it judges to be either retalitory in nature or involving
a "trade" of favorable ratings to avoid a deserved bad rating.
8) Exhedra Ratings:
Exhedra reserves the
right to rate any party at any time, as detailed previously.
However mediations and arbitration situations receive
special scrutiny from Exhedra because they often tempt one party to "trade" a
deserved bad rating in return for performing a concession for the other party.
This practice is unfair to future buyers and sellers who rely on the ratings to
make decisions and taints the overall integrity of the rating system.
To prevent this, both
parties agree to cooperate fully and completely with Exhedra's investigations as to why a
cancellation or reduction in payment has occurred. Exhedra (at its sole
discretion) will determine who is "at fault" and will then apply its own rating as
follows:
- When one party is found at fault
The at fault party receives a negative rating (3 or less) with a comment
detailing what occurred and the arbitration is recorded as a 'lost'
arbitration on their record.
- When two parties are found at fault.
Both parties will receive a negative rating (3 or less) with an comment
detailing what occurred and the arbitration is recorded as a 'lost'
arbitration on their record.
- When Exhedra can't determine who is at fault
There are times when it is not possible (or economically practical) to
determine conclusively which party is at fault and which isn't. In these
cases, both parties will receive a neutral rating with a comment detailing
each party's unverifiable position. The arbitration is recorded as
'neutral' arbitration on both party's records.
- When Exhedra determines that neither party is at
fault
Both parties will receive a neutral rating with a comment detailing why the
result was neither party "at fault". The arbitration is recorded as
'neutral' arbitration on both party's records.
9) Seller cancellation grace period:
A Seller may, in good faith, place a bid and then later discover at the time of escrowing that they cannot take on the project. Some examples include winning more projects than anticipated, or taking on additional responsibilities while waiting for the Buyer to escrow funds.
If a Seller notifies the Buyer (onsite) or Exhedra, within 24 hours after the Buyer fully completes the escrow payment, with a reason that will prevent them from completing the bid request,
Exhedra will grant them a neutral rating, rather than a poor/bad rating. A comment indicating that the cancellation grace period was exercised by the Seller will be documented by Exhedra
on both the Seller and Buyer's profiles. Should Exhedra (at its sole discretion) determine that the reason does not appear to be legitimate (including but not limited to 'I just don't feel like doing the work'), it can revoke this privilege.
If Exhedra determines that the Seller is misusing the coder cancellation grace period it can also revoke this privilege.
If Exhedra determines that the Seller started working on the project it can revoke this privilege and require formal arbitration to determine the reason for cancellation.
This grace period does NOT apply to a project in which the Seller has escrowed an Expert Guarantee. Such projects
have their own period for an acceptable cancellation, as detailed elsewhere in this contract.
10) Inappropriate Behavior:
If Buyer or Seller threatens or harrasses the other party or Exhedra, does not treat the arbitration process with respect or professionalism, does not follow arbitrator instructions, attempts (in Exhedra's sole opinion) to manipulate or unduly influence the arbitration process, or breaks any rules in the buyer or seller agreement or in the site terms and conditions, then Exhedra may choose to automatically forfeit that party and rule in favor of the opposite party, as well as permanently terminate that party's account.
11) Unfair contact via phone:
Exhedra arbitrators must maintain their objectivity to produce a fair judgement. This cannot be maintained when a party initiates one or more phone calls to attempt to influence or pester the arbitrator into deciding in their favor.
To prevent this, both parties agree to communicate exclusively via the site and not by phone. Exhedra arbitrators can communicate by phone to explain the rules, clarify statements that they made (if they were unclear to a party),
or explain how to post to arbitration. But the actual arbitration itself cannot be discussed on a phone call initiated by either party.
12) When an objective/fair result cannot be determined
Normally, both parties create a clear and objectively measurable contract and then communicate onsite. When this happens, an objectively fair result can be determined by the Exhedra. However ocassionally, one or both parties neglects to do this. When this happens, there is a possibility that the onsite evidence is not sufficent or clear enough to actually make a
determination. If Exhedra (at its sole discretion) determines that this is the case, then both parties agree that Exhedra may use the determination method of last resort: the "random method". This involves finding a random 4th party input to provide a random determination on whatever issue is under question. For example, if the issue is whether 10% or 20% of the work is done, and neither party has specified the contract, then a determination could not be made and Exhedra would be forced to use the "random method". It might implement this by stating in advance that it will note the first number that appears on MSNBC.com the following day...and stating in advance that if its odd then 10% would be awarded (and if its even then 20% would be). To ensure a truly fair and random result, Exhedra will always state the random conditions and possible outcomes before any party (including itself) knows what the actual 4th party random result is.
13) Re-examining/re-opening arbitrations
Exhedra's goal in arbitrations is to always arrive at a fair arbitration result. Sometimes such a result is difficult to attain, for example, due to lack of complete information, miscommunication, etc..
If Exhedra determines (at its sole discretion) that an arbitration result was not (or may not) have been 100% correct,
it has the right to re-examine and/or re-open any and/or all parts of it. If Exhedra (at its sole discretion) determines that a change should be made, the new change takes precedence over any original resolution.
If Exhedra re-opens an arbitration, all parties have the same rights, duties and responsibilities as in a normal arbitration.
14) Agreement to not mislead
Both parties agree that they will not mislead external parties
about their arbitration experience, by providing
inaccurate or misleading information about it. Each party understands and agrees that if
they do this, then Exhedra has the right to protect its
good name to the fullest extent of the law. Should a court of law find that either party
did present inaccurate or misleading information, each party agrees to pay
damages to Exhedra to fully compensate it for all damage caused, as well as to
pay all of Exhedra's reasonable legal and administrative expenses in obtaining this compensation.
6. PAYMENT TERMS
Buyer
will transfer funds to Exhedra via one of the methods provided on the web site which includes credit card, PayPal, snail mail check and bank to bank wire transfer (methods are subject to change).
If Buyer chooses a bank to bank wire transfer, Buyer agrees to pay Exhedra a surcharge to cover its expenses as follows:
Domestic
(if buyer sends from the United States): $15.00 (USD ) |
| |
|
| International
(if buyer DOES NOT send from the United States): $40.00 (USD) |
Buyer warrants that payment is made in good faith. Should payment be rejected by a financial institution due to insufficient funds, bad credit, charge back or other reason, they agree to compensate Exhedra for the expense and
inconvenience with an additional 15% service charge. Buyer agrees to not move funds to escrow without the intention of paying the coder upon completion of the job.
If Buyer wishes to increase or decrease the amount escrowed, they may do so with mutual agreement of the Seller, and documentation of the reasons for the adjustment on both party's ratings by Exhedra.
Rent a Coder does not collect taxes, duties, fees or other governmentally imposed excises, so Seller and Buyer agree to assume their respective responsibilities under the law.
Chargebacks.
If Buyer issues a chargeback on any deposited funds, rather than (or despite) participating in the arbitration process,
it will be deemed a payment made in bad faith and a violation of the contract. The Buyer will be given an opportunity to make good on the funds by
immediately escrowing funds to cover the entire amount. The make good payment must be made via both a payment method
and in a timeframe that Exhedra deems acceptable. If this occurs, then the bad faith payment will be considered negated.
However if one or both do not occur, then Buyer agrees that they are guilty of fraud. All projects will be
frozen, refunded, or dealt with in a manner Exhedra deems appropriate. Additionally, Buyer agrees that
Exhedra may pursue whatever legal means become necessary to secure repayment of the entire amount of
the bad faith payment from the Buyer. Buyer agrees to pay all Exhedra costs in securing such payment,
including collection agency costs and reasonable attorney's fees.
Refund Policy.
Under no circumstances will a refund be granted for either a bulletin board auction or a bonus auction (where the Seller is credited immediately).
For other auction types, the coder will generally commence work as soon as the Buyer's deposit is made. As their invested time and work is not recoverable, all funds escrowed are
also non-refundable except under the following circumstances:
1) Seller agrees that work was not commenced.
OR
2) Seller was determined to be "at-fault" for the non-delivery of the contract by the arbitration process (as detailed under "Rent a Coder Rules of Arbitration").
Buyer agrees to assume any cancellation fee that may be associated with a refund or partial refund, as detailed under "Cancellation fee" elsewhere in this contract.
Cancellation fee.
To compensate Exhedra for the costs it incurs in any full or partial refund,
Buyer agrees to pay a 3.5% cancellation fee. If the refund occurred
due to the fault of the other party (as determined in arbitration), that other party may be responsible for the cancellation fee instead. See the
rules of arbitration, detailed elsewhere in this contract, for more details.
Refund Process.
Funds will be credited back to the buyer, depending on the way the funds were initially deposited by them. Funds deposited via...
- ...credit card will be credited back to the original credit card that it was charged on. Doing so otherwise would allow an unscrupulous buyer to do a chargeback on the original card, that would result in the buyer being refunded twice (at Exhedra's expense). If the original credit card account was closed, Buyer can still contact their issuing bank. That bank must send the refund to them. Occassionally such a bank (typically non-U.S.) will send Exhedra the funds directly rather than refunding the buyer. If this occurs, the money can be sent to the buyer through PayPal, check or wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details). In no situation can the funds be credited to another credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.
- ...PayPal will be refunded back to the original PayPal account. Doing so otherwise would allow an unscrupulous buyer to do a chargeback on the original payment, that would result in the buyer being refunded twice (at Exhedra's expense). If PayPal confirms that the original account was closed, then the money can be sent via check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details), or another PayPal account (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.
- ...Checks or wire transfer can be refunded via either check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details) or PayPal (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.
