This document, referred to as the “Terms of Use,” outlines the conditions and stipulations under which Developros Inc. (“we”, “us”, and "Developros.com") offers access to its website at https://developros.com, alongside all associated software, applications, services, and products (hereinafter collectively known as the “Platform”). These conditions apply to your usage of the Platform, whether (A) as a "Client" seeking development services, (B) as a "Developer" providing such services, or (C) as a “Partner” collaborating with us in connecting developers and clients. By accessing and using the Platform, you accept and agree to comply with these Terms of Use. Developros advises you to review these Terms thoroughly. In cases where these Terms of Use conflict with any other agreement you have with Developros, either in writing or verbally, and irrespective of your role as a Client, Developer, or Partner, these Terms of Use will prevail and be the binding document. SHOULD YOU DISAGREE WITH ANY PART OF THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE JURY WAIVER AND CLASS ACTION WAIVER FOUND IN SECTION 25, OR IF YOU DO NOT FULLY UNDERSTAND OR CONSENT TO BE BOUND BY THESE TERMS, YOU MUST CEASE USING THE PLATFORM IMMEDIATELY AND EXIT, AS YOUR USAGE IS NOT PERMITTED.
In this context, "Developros" encompasses Developros itself, its subsidiary entities, affiliates, along with their respective investors, management, staff, agents, representatives, and successors. The term "User" encompasses any individual who engages with the Platform, this includes Clients, Developers, and Partners.
It is important for you to note and understand that Developros retains the right to alter, update, or add to the Terms of Use, referred to as the "Revised Terms of Use," at any given time. These changes become applicable immediately after they are communicated to you via email. Should you find the Revised Terms of Use unacceptable, it is imperative that you cease using the Platform and proceed to deactivate your account. Account deactivation can be initiated by contacting us at support@developros.com. By choosing to continue the use of the Platform after such notice, or by not deactivating your account, you are explicitly consenting to be governed by the Revised Terms of Use, recognizing that your ongoing usage of the Platform serves as legitimate agreement to these revisions.
‍General Terms
1)Â Privacy Considerations: For detailed insights into how Developros manages, utilizes, and shares your personal information, please consult our Privacy Policy, available at https://developros.com/privacy-policy/. This policy provides comprehensive information regarding our data handling practices.
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2) Licensing Agreement: In accordance with the stipulations outlined in the Terms of Use, Developros authorizes you a limited, personal, non-exclusive, and revocable right to access and utilize the Platform. This authorization is specifically for your individual, non-commercial purposes. Any rights not explicitly conferred to you through the Terms of Use remain the exclusive property of Developros.
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3) Eligibility Criteria for Platform Use: To qualify for using the Platform, you affirm and commit to the following: (A) You are at least eighteen (18) years old; (B) You possess the legal capacity and authority to agree to and be bound by these Terms of Use; (C) Your agreement to these Terms does not conflict with any other agreements you're part of; (D) There are no existing conditions that legally prevent you from using the Platform; (E) You will not use the Platform in a manner that competes with or is detrimental to Developros; and (F) You agree to maintain only a single account on the Platform at any time.
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4)Â Function of the Platform as a Meeting Place: The Platform serves as a meeting ground where Clients and Developers can engage for the provision of development services ("Services"). In this arrangement, Clients and Developers enter into agreements directly with one another, independent of Developros's involvement. Your use of the Platform signifies your understanding and agreement that your interaction does not create any form of joint venture, partnership, employment, franchise, or agency relationship either with Developros or with any other User of the Platform.
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5) Status of Developers as Independent Entities: Developros functions neither as an employment service nor as an agency, and it does not employ Developers. Developers operate as independent entities, not as employees of Developros. This independence allows Developers the discretion to choose or decline Services, carry out these Services autonomously without Developros' oversight, and use their own equipment. Clients bear the responsibility of overseeing the Services rendered by Developers. All agreements, contracts, and arrangements for completing Services are exclusively between the Clients and Developers. Developros is not involved in these agreements and thus does not handle tax deductions, including but not limited to unemployment insurance, workers' compensation, employer liability, social security, or other similar withholdings. In the event Developros is held accountable for any taxes not related to its income, you agree to promptly reimburse Developros for such taxes, along with any accrued interest or penalties.
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6)Â User Matching and Absence of Control: The Platform employs a specialized algorithm to match Users for Services, considering a variety of factors such as Client requirements and Developer expertise. However, it's important to understand that Developros exercises no control over any aspects of the Services provided. This includes, but is not limited to, the legality, timing, quality, delivery, or failure of these Services. Additionally, Developros does not oversee or manage the Services executed by Developers. The responsibility for monitoring and managing the Services rendered by Developers falls to the Clients. Therefore, Developros does not make any guarantees, warranties, or assurances concerning any aspect of the Services performed.
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7) Subscription Fees for Clients: Clients are required to pay Developros subscription fees for the use of Developer Services, known as “Subscription Fees”. These fees, associated with the chosen subscription plan, must be paid in advance directly to Developros via the Platform. Clients are obliged to maintain a minimum balance, which should be no less than (A) the equivalent of one week's worth of Developer Services for weekly Subscription Fees, payable by debit or credit card for the upcoming week's Services, and (B) the value of one month's Developer Services for monthly Subscription Fees, billed or paid through ACH or wire transfer for the subsequent month's Services. In cases where Subscription Fees are paid via debit or credit card, Clients provide consent for Developros to charge their card for the agreed Subscription Fees, plus any additional costs for Developer Services that exceed the chosen subscription plan. Clients have the option to suspend their subscription at any time using the “Request to pause” function available in their account.
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8) Direct Hiring Fees for Clients: Should Clients engage Developers directly, either through hiring or contracting outside of the Platform, or make payments to Developers off the Platform, they are obliged to pay Developros a direct placement fee of twelve thousand U.S. dollars ($12,000 USD). This fee is not a penalty but a “Placement Fee”. The Placement Fee must be paid within five days following the direct hiring, contracting, or payment to the Developer. Clients provide prior authorization for Developros to charge the Placement Fee to the credit or debit card on record associated with such direct engagements. If the payment cannot be processed through the provided credit or debit card, the Client is responsible for paying the Placement Fee as per the issued invoice.
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9) Penalties for Delayed or Unpaid Payments: In instances where any payment owed to Developros, including but not limited to Subscription Fees and Placement Fees, is overdue by more than three business days, a penalty interest of fifteen percent (15%) will be added to the overdue amount. This interest will compound every thirty days following the payment due date. Additionally, any costs and fees incurred during the collection of these overdue payments, such as attorneys' fees, court costs, and other associated collection expenses, will also be added to the total amount due.
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10) Compensation Structure for Developers: Developers receive their payment based on a “time and materials” model. This means they are compensated for the duration they spend on providing Services, along with any necessary tools and equipment used, and approved expenses when applicable. Payments to Developers are processed by the 10th of the month subsequent to the month during which the Services were rendered.
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11) Remuneration for Partners: Partners receive payment from Developros for the services provided by Developers sourced by them, based on the “time and materials” model. This payment structure includes compensation for the time Developers spend on services, necessary tools and equipment, and any approved expenses. Additionally, if Clients engage or contract with Developers sourced by Partners outside the Platform, Developros will allocate fifty percent (50%) of the Placement Fees it receives for these Developers to the Partners. Payments to Partners for services provided by their sourced Developers are made by the 10th of the month following the month in which the services were delivered. Likewise, any portion of Placement Fees due to Partners is paid by the 10th of the month subsequent to the month when Developros received these fees.
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12) Developer Compliance Obligations: As a Developer, you affirm and ensure that you do not fall under certain restricted categories. Specifically, you confirm that you are not: (A) a citizen, resident, or currently located in any geographic area that is under U.S. sanctions or embargoes; (B) an individual, or associated with an entity, that is listed on any of the U.S. Department of Commerce Denied Persons or Entity Lists, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or otherwise ineligible to receive items under U.S. export control laws and regulations or other economic sanction rules.
13) Resolution of Conflicts Between Clients and Developers: Clients acknowledge their responsibility to directly communicate with and oversee the work of Developers. In situations where disagreements arise between Clients and Developers, particularly concerning the quality of services rendered by Developers, Clients are required to report these issues to Developros within ten business days after the month in which the disputed services were provided. Disputes should be reported through the “Report a problem” function in the Client’s account. Clients understand and accept that the sole resolution for such disputes is either the redoing of the disputed services or, if reperformance is not feasible or satisfactory, the maximum remedy available will be a refund. This refund will be equivalent to the amount paid for the disputed services, capped at a total of forty (40) hours.
14) Security Obligations for Your Account: You are obligated to ensure and uphold the security and confidentiality of your account details, including your username and password. Your responsibilities include:
(A) Safeguarding your account information at all times.
(B) Assuming responsibility for all activities conducted under your account, irrespective of whether they are carried out by you or someone else.
(C) Promptly informing us about any unauthorized usage of your profile, any need for profile deactivation due to security concerns, or other security breaches.
(D) Accepting liability for any charges, damages, or losses that you or Developros may incur as a result of activities associated with your account.
(E) Making sure to log out from your account after every session.
15) User Conduct and Obligations: As a user, you commit to the following responsibilities:
(A) Taking full responsibility for your interactions with other Users, both online and offline.
(B) Ensuring not to reveal any confidential information or ideas on the Platform that you do not wish to be utilized or shared by others.
(C) Adhering to all relevant laws, regulations, and rules, including but not limited to privacy, intellectual property, export control, and tax laws, along with other regulatory requirements.
(D) Providing accurate and up-to-date information in your profile and maintaining its accuracy.
(E) Engaging with the Platform in a manner that is honest, respectful, and professional.
(F) Utilizing the Platform strictly for its intended and permissible purposes
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16)Â Restrictions on Platform Usage: As a user of the Platform, you agree to avoid the following prohibited actions:
(A) Engaging in dishonest or unprofessional conduct, including posting inappropriate, false, or offensive content.
(B) Replicating, licensing, or distributing any information from the Platform without authorization.
(C) Attempting to reverse engineer or derive the source code of any intellectual property associated with the Platform.
(D) Including confidential or personal identity-revealing information on the Platform.
(E) Creating profiles for others or using another's account without permission.
(F) Using information from the Platform for competitive or adverse activities against Developros.
(G) Falsely implying any affiliation or endorsement with Developros.
(H) Modifying, adapting, or creating derivatives of the Platform or its underlying technology.
(I) Unauthorized selling or subleasing of access to the Platform.
(J) Employing automated tools for data scraping or similar activities on the Platform.
(K) Using bots or automated methods for manipulating contacts or messages.
(L) Repeatedly accessing the Platform for competitive intelligence gathering.
(M) Engaging in activities that mimic or replicate the Platform's appearance or functionality.
(N) Accessing the Platform through unauthorized methods.
(O) Attempting to bypass any security measures of the Platform.
(P) Conducting actions that interfere with the Platform's operations or overload its infrastructure.
(Q) Removing or altering any proprietary notices on the Platform.
(R) Obscuring any advertisements on the Platform.
(S) Harassing, abusing, or harming other Users.
(T) Misusing any information obtained from the Platform.
(U) Sharing non-User information without explicit consent.
(V) Disrupting or interfering with the Platform's functionality.
(W) Uploading inappropriate profile images.
(X) Participating in or promoting pyramid schemes or similar practices.
(Y) Misusing Developros's brand, logos, or trademarks.
(Z) Uploading, posting, or transmitting any content that is illegal, deceptive, or harmful, including software viruses and unauthorized advertisements.
17) Account Suspension and Termination Rights: Developros reserves the right to either suspend or remove your access to the Platform at any time, with or without cause. Such suspension or removal will become effective immediately upon notification. In the event of suspension or removal, you may lose the privilege to re-access the Platform. Furthermore, Developros holds the authority to pursue relevant legal actions, including but not limited to civil, criminal, and injunctive remedies, as deemed necessary. It's important to note that even after your account is suspended or terminated, the stipulations of the Terms of Use will continue to be applicable and enforceable against you.
18) Rights Granted on Developer Content: By participating as a Developer, you grant Developros a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, and transferable license to use, reproduce, modify, publish, distribute, translate, and create derivative works from any content you submit or transmit through the Platform, known as “Developer Content”. This includes the right to incorporate your content into other works in any existing or future media. This license is granted without any need for additional permission from or compensation to you, and it includes the right to sublicense these privileges.
Additionally, you agree to waive any "moral rights" in your Developer Content. Developros, at its discretion, reserves the right to edit, refuse, or remove any Developer Content that is in violation of the Terms of Use or deemed objectionable.
By submitting Developer Content to the Platform, you affirm that:
(A) You are the rightful owner of the content.
(B) You have the authority to submit the content.
(C) The content is accurate, honest, not confidential, and does not infringe on any contractual obligations or third-party rights.
19) Links to External Websites: The Platform may include links to external websites and applications operated by third parties, such as licensors or advertisers (referred to as “Third-Party Websites”). It's important to understand that Developros does not exercise control over these Third-Party Websites. As such, Developros cannot be held responsible for their availability, content, or any potential viruses that might be encountered through these links. The presence of links or connections to Third-Party Websites on the Platform does not imply any endorsement or association with their proprietors or operators. You bear the sole responsibility for deciding whether to access or use these Third-Party Websites, and it is advised that you consider their specific terms of use and privacy policies.
20) Intellectual Property Rights of Developros: The entire composition of the Platform, including its design, text, and graphics, as well as the way these elements are organized and presented, are the exclusive and copyrighted property of Developros. This extends to images, text, page headers, graphic elements, HTML-based computer programs that contribute to page generation, and icons, all of which constitute Developros's trademarks, service marks, or trade dress. These elements cannot be used without the express written consent of Developros. Any use of these elements benefits Developros directly. It's important to note that any other trademarks, product names, company names, or logos that appear on the Platform belong to their respective owners.
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21) Rights to Developer-Created Work: Any deliverables, including their parts and versions (collectively termed as “Work Product”), produced by a Developer for a Client, are considered as works-made-for-hire. Upon complete payment for such work, the ownership of these deliverables transfers to the Client. If, for any reason, a competent court determines that the Work Product does not constitute a work-made-for-hire under the Copyright Act of 1976 (as amended), the Developer then explicitly transfers all exclusive rights, ownership, and interest in the Work Product to the Client without further compensation and relinquishes any retention rights. Additionally, the Developer agrees to sign any documents deemed necessary by the Client to effectively complete this transfer of rights.
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22)Â Confidentiality Obligations: Parties involved with Developros, including Clients and Developers, are bound by strict confidentiality terms regarding certain types of information and content. This "Confidential Information" includes, but is not limited to:
(A) Information disclosed by Clients to Developros and/or Developers.
(B) Work or content created by Developers for Clients.
(C) Any information shared under a confidentiality or nondisclosure agreement.The recipient of such Confidential Information is obliged to keep it strictly confidential. This includes restricting its use and disclosure and ensuring that any person with access to it is bound by a similar confidentiality agreement.However, there are exclusions to what constitutes Confidential Information. It does not include information that:(a) Was already known or in possession of the recipient before receiving it from the disclosing party, without breaching any confidentiality obligation.
(b) Is or becomes publicly available or enters the public domain through no fault of the recipient.
(c) Is obtained rightfully from a third party who is not bound by confidentiality obligations.
(d) Is independently developed by the recipient, as evidenced by written records.
(e) Is disclosed due to legal orders from a court or government agency, provided the recipient informs the disclosing party of such an order and cooperates in case of a legal challenge or request for confidential treatment of the information.
23) Legal Jurisdiction and Venue for Disputes: For any disputes, demands, claims, controversies, causes of action, lawsuits, or proceedings (collectively referred to as “Dispute”) that arise from or are in any way connected to the Platform and/or the Terms of Use, the governing law will be that of the State of Delaware. This applies without consideration to Delaware's conflict of law principles. By agreeing to these terms, you are consenting to the exclusive jurisdiction of both the state and federal courts located in Delaware for the resolution of any such Disputes.
24) Waiver of Jury Trial and Class Action Participation: By agreeing to these terms, you unconditionally renounce your right to a jury trial in any dispute involving Developros.com. Additionally, you agree to forgo the right to resolve disputes involving Developros.com as a representative or member in any class or collective legal actions, except in instances where such a waiver is prohibited by law or ruled as contrary to public policy by a court. In circumstances where you are legally permitted to participate in a class or representative legal action, you agree to the following conditions:
The party that prevails in such legal action will not be entitled to recover attorney's fees or other costs associated with conducting the class or representative action.You will not submit a claim or participate in any financial recovery obtained through such class or representative legal action.
25)Â Exclusion of Warranties: The Platform is offered "as is" and "as available," without any form of warranty, either expressed or implied. This includes, but is not limited to, implied warranties of merchantability, non-infringement, title, custom, usage, or fitness for a particular purpose. By using the Platform, you explicitly acknowledge and agree that your use is solely at your own risk. Additionally, Developros.com does not guarantee that the Platform will be free of viruses, Trojan horses, worms, time bombs, spiders, cancelbots, corrupted files, or any other similar harmful software, malware, or materials that could potentially damage, disrupt, or adversely affect the operation of any device, computer system, or network.
26) Liability Release: In accordance with legal allowances, Developros.com explicitly denies responsibility, and you in turn release Developros.com from any claims, damages, injuries, losses, and liabilities related to various aspects, including but not limited to:(A) Any negligence on the part of Developros.com.
(B) Guarantees that the Platform will function without interruptions or errors.
(C) The reliability, accuracy, safety, timeliness, or completeness of any services provided.
(D) Any inaccuracies, delays, or incomplete information and content, including reliance on such data.
(E) Misstatements or misrepresentations made by any user of the Platform.
(F) Issues pertaining to third-party websites, encompassing availability, terms of use, privacy practices, content, advertising, charges, payments, products, or services.
(G) The conduct of any user, whether online or offline, which includes harassment, abuse, defamation, physical harm, and damage to or destruction of property.
(H) Actions of third parties, such as hackers or others who engage in unauthorized access, use, or misappropriation of information and content.
(I) Situations where information or content is misappropriated, intercepted, deleted, destroyed, or used by others.
By using the Platform, you acknowledge these exclusions and release Developros.com from the aforementioned liabilities.
27) Restrictions on Liability: In accordance with legal limits, Developros.com will not be liable for any kind of damages—be they direct, indirect, incidental, consequential, special, punitive, or exemplary—that arise from, are connected with, or relate in any way to the services or the use of the Platform. This applies even if Developros.com has been advised of the possibility of such damages. Despite any provisions in the Terms of Use that might suggest otherwise, if Developros.com is found to be liable to you, the total liability (whether based on contract, tort, strict liability, or any other legal theory) will not exceed five hundred dollars ($500).
28) Obligation to Indemnify: You are agreeing to defend, indemnify, and hold Developros harmless against all types of disputes, including but not limited to damages, injuries, losses, liabilities, and reasonable legal and accounting fees (collectively referred to as “Indemnified Claims”). These indemnified claims could arise or be alleged as a result of various actions:
(A) Any breach of the Terms of Use by you.
(B) The information and/or content that you provide or transmit through the Platform.
(C) Any misuse of the Platform by you, including unauthorized or unlawful use.
(D) Your violation of any laws, rules, or regulations in connection with your use of the Platform.
(E) The usage of the Platform by any other individual accessing it through your account.
In the event of such indemnified claims, Developros will make reasonable efforts to notify you promptly and may, at its discretion and expense, provide assistance in defending these claims.
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29)Â Waiver and Severability of Terms: Developros's failure to enforce any specific provisions of the Terms of Use does not constitute a waiver of those provisions or any other rights. The Terms of Use represent the complete and exclusive agreement between you and Developros.
Should any part of the Terms of Use be determined invalid or unenforceable by a court, the validity and enforceability of the other provisions will not be affected. These remaining provisions will continue to be valid and enforceable to the greatest extent permitted by law. The Terms of Use are designed for the benefit of Developros and will extend to its successors and assigns.
In this context, "Developros" encompasses Developros itself, its subsidiary entities, affiliates, along with their respective investors, management, staff, agents, representatives, and successors. The term "User" encompasses any individual who engages with the Platform, this includes Clients, Developers, and Partners.
It is important for you to note and understand that Developros retains the right to alter, update, or add to the Terms of Use, referred to as the "Revised Terms of Use," at any given time. These changes become applicable immediately after they are communicated to you via email. Should you find the Revised Terms of Use unacceptable, it is imperative that you cease using the Platform and proceed to deactivate your account. Account deactivation can be initiated by contacting us at support@developros.com. By choosing to continue the use of the Platform after such notice, or by not deactivating your account, you are explicitly consenting to be governed by the Revised Terms of Use, recognizing that your ongoing usage of the Platform serves as legitimate agreement to these revisions.
‍General Terms
1)Â Privacy Considerations: For detailed insights into how Developros manages, utilizes, and shares your personal information, please consult our Privacy Policy, available at https://developros.com/privacy-policy/. This policy provides comprehensive information regarding our data handling practices.
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2) Licensing Agreement: In accordance with the stipulations outlined in the Terms of Use, Developros authorizes you a limited, personal, non-exclusive, and revocable right to access and utilize the Platform. This authorization is specifically for your individual, non-commercial purposes. Any rights not explicitly conferred to you through the Terms of Use remain the exclusive property of Developros.
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3) Eligibility Criteria for Platform Use: To qualify for using the Platform, you affirm and commit to the following: (A) You are at least eighteen (18) years old; (B) You possess the legal capacity and authority to agree to and be bound by these Terms of Use; (C) Your agreement to these Terms does not conflict with any other agreements you're part of; (D) There are no existing conditions that legally prevent you from using the Platform; (E) You will not use the Platform in a manner that competes with or is detrimental to Developros; and (F) You agree to maintain only a single account on the Platform at any time.
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4)Â Function of the Platform as a Meeting Place: The Platform serves as a meeting ground where Clients and Developers can engage for the provision of development services ("Services"). In this arrangement, Clients and Developers enter into agreements directly with one another, independent of Developros's involvement. Your use of the Platform signifies your understanding and agreement that your interaction does not create any form of joint venture, partnership, employment, franchise, or agency relationship either with Developros or with any other User of the Platform.
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5) Status of Developers as Independent Entities: Developros functions neither as an employment service nor as an agency, and it does not employ Developers. Developers operate as independent entities, not as employees of Developros. This independence allows Developers the discretion to choose or decline Services, carry out these Services autonomously without Developros' oversight, and use their own equipment. Clients bear the responsibility of overseeing the Services rendered by Developers. All agreements, contracts, and arrangements for completing Services are exclusively between the Clients and Developers. Developros is not involved in these agreements and thus does not handle tax deductions, including but not limited to unemployment insurance, workers' compensation, employer liability, social security, or other similar withholdings. In the event Developros is held accountable for any taxes not related to its income, you agree to promptly reimburse Developros for such taxes, along with any accrued interest or penalties.
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6)Â User Matching and Absence of Control: The Platform employs a specialized algorithm to match Users for Services, considering a variety of factors such as Client requirements and Developer expertise. However, it's important to understand that Developros exercises no control over any aspects of the Services provided. This includes, but is not limited to, the legality, timing, quality, delivery, or failure of these Services. Additionally, Developros does not oversee or manage the Services executed by Developers. The responsibility for monitoring and managing the Services rendered by Developers falls to the Clients. Therefore, Developros does not make any guarantees, warranties, or assurances concerning any aspect of the Services performed.
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7) Subscription Fees for Clients: Clients are required to pay Developros subscription fees for the use of Developer Services, known as “Subscription Fees”. These fees, associated with the chosen subscription plan, must be paid in advance directly to Developros via the Platform. Clients are obliged to maintain a minimum balance, which should be no less than (A) the equivalent of one week's worth of Developer Services for weekly Subscription Fees, payable by debit or credit card for the upcoming week's Services, and (B) the value of one month's Developer Services for monthly Subscription Fees, billed or paid through ACH or wire transfer for the subsequent month's Services. In cases where Subscription Fees are paid via debit or credit card, Clients provide consent for Developros to charge their card for the agreed Subscription Fees, plus any additional costs for Developer Services that exceed the chosen subscription plan. Clients have the option to suspend their subscription at any time using the “Request to pause” function available in their account.
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8) Direct Hiring Fees for Clients: Should Clients engage Developers directly, either through hiring or contracting outside of the Platform, or make payments to Developers off the Platform, they are obliged to pay Developros a direct placement fee of twelve thousand U.S. dollars ($12,000 USD). This fee is not a penalty but a “Placement Fee”. The Placement Fee must be paid within five days following the direct hiring, contracting, or payment to the Developer. Clients provide prior authorization for Developros to charge the Placement Fee to the credit or debit card on record associated with such direct engagements. If the payment cannot be processed through the provided credit or debit card, the Client is responsible for paying the Placement Fee as per the issued invoice.
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9) Penalties for Delayed or Unpaid Payments: In instances where any payment owed to Developros, including but not limited to Subscription Fees and Placement Fees, is overdue by more than three business days, a penalty interest of fifteen percent (15%) will be added to the overdue amount. This interest will compound every thirty days following the payment due date. Additionally, any costs and fees incurred during the collection of these overdue payments, such as attorneys' fees, court costs, and other associated collection expenses, will also be added to the total amount due.
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10) Compensation Structure for Developers: Developers receive their payment based on a “time and materials” model. This means they are compensated for the duration they spend on providing Services, along with any necessary tools and equipment used, and approved expenses when applicable. Payments to Developers are processed by the 10th of the month subsequent to the month during which the Services were rendered.
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11) Remuneration for Partners: Partners receive payment from Developros for the services provided by Developers sourced by them, based on the “time and materials” model. This payment structure includes compensation for the time Developers spend on services, necessary tools and equipment, and any approved expenses. Additionally, if Clients engage or contract with Developers sourced by Partners outside the Platform, Developros will allocate fifty percent (50%) of the Placement Fees it receives for these Developers to the Partners. Payments to Partners for services provided by their sourced Developers are made by the 10th of the month following the month in which the services were delivered. Likewise, any portion of Placement Fees due to Partners is paid by the 10th of the month subsequent to the month when Developros received these fees.
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12) Developer Compliance Obligations: As a Developer, you affirm and ensure that you do not fall under certain restricted categories. Specifically, you confirm that you are not: (A) a citizen, resident, or currently located in any geographic area that is under U.S. sanctions or embargoes; (B) an individual, or associated with an entity, that is listed on any of the U.S. Department of Commerce Denied Persons or Entity Lists, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or otherwise ineligible to receive items under U.S. export control laws and regulations or other economic sanction rules.
13) Resolution of Conflicts Between Clients and Developers: Clients acknowledge their responsibility to directly communicate with and oversee the work of Developers. In situations where disagreements arise between Clients and Developers, particularly concerning the quality of services rendered by Developers, Clients are required to report these issues to Developros within ten business days after the month in which the disputed services were provided. Disputes should be reported through the “Report a problem” function in the Client’s account. Clients understand and accept that the sole resolution for such disputes is either the redoing of the disputed services or, if reperformance is not feasible or satisfactory, the maximum remedy available will be a refund. This refund will be equivalent to the amount paid for the disputed services, capped at a total of forty (40) hours.
14) Security Obligations for Your Account: You are obligated to ensure and uphold the security and confidentiality of your account details, including your username and password. Your responsibilities include:
(A) Safeguarding your account information at all times.
(B) Assuming responsibility for all activities conducted under your account, irrespective of whether they are carried out by you or someone else.
(C) Promptly informing us about any unauthorized usage of your profile, any need for profile deactivation due to security concerns, or other security breaches.
(D) Accepting liability for any charges, damages, or losses that you or Developros may incur as a result of activities associated with your account.
(E) Making sure to log out from your account after every session.
15) User Conduct and Obligations: As a user, you commit to the following responsibilities:
(A) Taking full responsibility for your interactions with other Users, both online and offline.
(B) Ensuring not to reveal any confidential information or ideas on the Platform that you do not wish to be utilized or shared by others.
(C) Adhering to all relevant laws, regulations, and rules, including but not limited to privacy, intellectual property, export control, and tax laws, along with other regulatory requirements.
(D) Providing accurate and up-to-date information in your profile and maintaining its accuracy.
(E) Engaging with the Platform in a manner that is honest, respectful, and professional.
(F) Utilizing the Platform strictly for its intended and permissible purposes
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16)Â Restrictions on Platform Usage: As a user of the Platform, you agree to avoid the following prohibited actions:
(A) Engaging in dishonest or unprofessional conduct, including posting inappropriate, false, or offensive content.
(B) Replicating, licensing, or distributing any information from the Platform without authorization.
(C) Attempting to reverse engineer or derive the source code of any intellectual property associated with the Platform.
(D) Including confidential or personal identity-revealing information on the Platform.
(E) Creating profiles for others or using another's account without permission.
(F) Using information from the Platform for competitive or adverse activities against Developros.
(G) Falsely implying any affiliation or endorsement with Developros.
(H) Modifying, adapting, or creating derivatives of the Platform or its underlying technology.
(I) Unauthorized selling or subleasing of access to the Platform.
(J) Employing automated tools for data scraping or similar activities on the Platform.
(K) Using bots or automated methods for manipulating contacts or messages.
(L) Repeatedly accessing the Platform for competitive intelligence gathering.
(M) Engaging in activities that mimic or replicate the Platform's appearance or functionality.
(N) Accessing the Platform through unauthorized methods.
(O) Attempting to bypass any security measures of the Platform.
(P) Conducting actions that interfere with the Platform's operations or overload its infrastructure.
(Q) Removing or altering any proprietary notices on the Platform.
(R) Obscuring any advertisements on the Platform.
(S) Harassing, abusing, or harming other Users.
(T) Misusing any information obtained from the Platform.
(U) Sharing non-User information without explicit consent.
(V) Disrupting or interfering with the Platform's functionality.
(W) Uploading inappropriate profile images.
(X) Participating in or promoting pyramid schemes or similar practices.
(Y) Misusing Developros's brand, logos, or trademarks.
(Z) Uploading, posting, or transmitting any content that is illegal, deceptive, or harmful, including software viruses and unauthorized advertisements.
17) Account Suspension and Termination Rights: Developros reserves the right to either suspend or remove your access to the Platform at any time, with or without cause. Such suspension or removal will become effective immediately upon notification. In the event of suspension or removal, you may lose the privilege to re-access the Platform. Furthermore, Developros holds the authority to pursue relevant legal actions, including but not limited to civil, criminal, and injunctive remedies, as deemed necessary. It's important to note that even after your account is suspended or terminated, the stipulations of the Terms of Use will continue to be applicable and enforceable against you.
18) Rights Granted on Developer Content: By participating as a Developer, you grant Developros a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, and transferable license to use, reproduce, modify, publish, distribute, translate, and create derivative works from any content you submit or transmit through the Platform, known as “Developer Content”. This includes the right to incorporate your content into other works in any existing or future media. This license is granted without any need for additional permission from or compensation to you, and it includes the right to sublicense these privileges.
Additionally, you agree to waive any "moral rights" in your Developer Content. Developros, at its discretion, reserves the right to edit, refuse, or remove any Developer Content that is in violation of the Terms of Use or deemed objectionable.
By submitting Developer Content to the Platform, you affirm that:
(A) You are the rightful owner of the content.
(B) You have the authority to submit the content.
(C) The content is accurate, honest, not confidential, and does not infringe on any contractual obligations or third-party rights.
19) Links to External Websites: The Platform may include links to external websites and applications operated by third parties, such as licensors or advertisers (referred to as “Third-Party Websites”). It's important to understand that Developros does not exercise control over these Third-Party Websites. As such, Developros cannot be held responsible for their availability, content, or any potential viruses that might be encountered through these links. The presence of links or connections to Third-Party Websites on the Platform does not imply any endorsement or association with their proprietors or operators. You bear the sole responsibility for deciding whether to access or use these Third-Party Websites, and it is advised that you consider their specific terms of use and privacy policies.
20) Intellectual Property Rights of Developros: The entire composition of the Platform, including its design, text, and graphics, as well as the way these elements are organized and presented, are the exclusive and copyrighted property of Developros. This extends to images, text, page headers, graphic elements, HTML-based computer programs that contribute to page generation, and icons, all of which constitute Developros's trademarks, service marks, or trade dress. These elements cannot be used without the express written consent of Developros. Any use of these elements benefits Developros directly. It's important to note that any other trademarks, product names, company names, or logos that appear on the Platform belong to their respective owners.
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21) Rights to Developer-Created Work: Any deliverables, including their parts and versions (collectively termed as “Work Product”), produced by a Developer for a Client, are considered as works-made-for-hire. Upon complete payment for such work, the ownership of these deliverables transfers to the Client. If, for any reason, a competent court determines that the Work Product does not constitute a work-made-for-hire under the Copyright Act of 1976 (as amended), the Developer then explicitly transfers all exclusive rights, ownership, and interest in the Work Product to the Client without further compensation and relinquishes any retention rights. Additionally, the Developer agrees to sign any documents deemed necessary by the Client to effectively complete this transfer of rights.
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22)Â Confidentiality Obligations: Parties involved with Developros, including Clients and Developers, are bound by strict confidentiality terms regarding certain types of information and content. This "Confidential Information" includes, but is not limited to:
(A) Information disclosed by Clients to Developros and/or Developers.
(B) Work or content created by Developers for Clients.
(C) Any information shared under a confidentiality or nondisclosure agreement.The recipient of such Confidential Information is obliged to keep it strictly confidential. This includes restricting its use and disclosure and ensuring that any person with access to it is bound by a similar confidentiality agreement.However, there are exclusions to what constitutes Confidential Information. It does not include information that:(a) Was already known or in possession of the recipient before receiving it from the disclosing party, without breaching any confidentiality obligation.
(b) Is or becomes publicly available or enters the public domain through no fault of the recipient.
(c) Is obtained rightfully from a third party who is not bound by confidentiality obligations.
(d) Is independently developed by the recipient, as evidenced by written records.
(e) Is disclosed due to legal orders from a court or government agency, provided the recipient informs the disclosing party of such an order and cooperates in case of a legal challenge or request for confidential treatment of the information.
23) Legal Jurisdiction and Venue for Disputes: For any disputes, demands, claims, controversies, causes of action, lawsuits, or proceedings (collectively referred to as “Dispute”) that arise from or are in any way connected to the Platform and/or the Terms of Use, the governing law will be that of the State of Delaware. This applies without consideration to Delaware's conflict of law principles. By agreeing to these terms, you are consenting to the exclusive jurisdiction of both the state and federal courts located in Delaware for the resolution of any such Disputes.
24) Waiver of Jury Trial and Class Action Participation: By agreeing to these terms, you unconditionally renounce your right to a jury trial in any dispute involving Developros.com. Additionally, you agree to forgo the right to resolve disputes involving Developros.com as a representative or member in any class or collective legal actions, except in instances where such a waiver is prohibited by law or ruled as contrary to public policy by a court. In circumstances where you are legally permitted to participate in a class or representative legal action, you agree to the following conditions:
The party that prevails in such legal action will not be entitled to recover attorney's fees or other costs associated with conducting the class or representative action.You will not submit a claim or participate in any financial recovery obtained through such class or representative legal action.
25)Â Exclusion of Warranties: The Platform is offered "as is" and "as available," without any form of warranty, either expressed or implied. This includes, but is not limited to, implied warranties of merchantability, non-infringement, title, custom, usage, or fitness for a particular purpose. By using the Platform, you explicitly acknowledge and agree that your use is solely at your own risk. Additionally, Developros.com does not guarantee that the Platform will be free of viruses, Trojan horses, worms, time bombs, spiders, cancelbots, corrupted files, or any other similar harmful software, malware, or materials that could potentially damage, disrupt, or adversely affect the operation of any device, computer system, or network.
26) Liability Release: In accordance with legal allowances, Developros.com explicitly denies responsibility, and you in turn release Developros.com from any claims, damages, injuries, losses, and liabilities related to various aspects, including but not limited to:(A) Any negligence on the part of Developros.com.
(B) Guarantees that the Platform will function without interruptions or errors.
(C) The reliability, accuracy, safety, timeliness, or completeness of any services provided.
(D) Any inaccuracies, delays, or incomplete information and content, including reliance on such data.
(E) Misstatements or misrepresentations made by any user of the Platform.
(F) Issues pertaining to third-party websites, encompassing availability, terms of use, privacy practices, content, advertising, charges, payments, products, or services.
(G) The conduct of any user, whether online or offline, which includes harassment, abuse, defamation, physical harm, and damage to or destruction of property.
(H) Actions of third parties, such as hackers or others who engage in unauthorized access, use, or misappropriation of information and content.
(I) Situations where information or content is misappropriated, intercepted, deleted, destroyed, or used by others.
By using the Platform, you acknowledge these exclusions and release Developros.com from the aforementioned liabilities.
27) Restrictions on Liability: In accordance with legal limits, Developros.com will not be liable for any kind of damages—be they direct, indirect, incidental, consequential, special, punitive, or exemplary—that arise from, are connected with, or relate in any way to the services or the use of the Platform. This applies even if Developros.com has been advised of the possibility of such damages. Despite any provisions in the Terms of Use that might suggest otherwise, if Developros.com is found to be liable to you, the total liability (whether based on contract, tort, strict liability, or any other legal theory) will not exceed five hundred dollars ($500).
28) Obligation to Indemnify: You are agreeing to defend, indemnify, and hold Developros harmless against all types of disputes, including but not limited to damages, injuries, losses, liabilities, and reasonable legal and accounting fees (collectively referred to as “Indemnified Claims”). These indemnified claims could arise or be alleged as a result of various actions:
(A) Any breach of the Terms of Use by you.
(B) The information and/or content that you provide or transmit through the Platform.
(C) Any misuse of the Platform by you, including unauthorized or unlawful use.
(D) Your violation of any laws, rules, or regulations in connection with your use of the Platform.
(E) The usage of the Platform by any other individual accessing it through your account.
In the event of such indemnified claims, Developros will make reasonable efforts to notify you promptly and may, at its discretion and expense, provide assistance in defending these claims.
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29)Â Waiver and Severability of Terms: Developros's failure to enforce any specific provisions of the Terms of Use does not constitute a waiver of those provisions or any other rights. The Terms of Use represent the complete and exclusive agreement between you and Developros.
Should any part of the Terms of Use be determined invalid or unenforceable by a court, the validity and enforceability of the other provisions will not be affected. These remaining provisions will continue to be valid and enforceable to the greatest extent permitted by law. The Terms of Use are designed for the benefit of Developros and will extend to its successors and assigns.