8e. Forfeited Deposits
     When the Seller forfeits the Expert Guarantee, it is paid out as follows:

1. Paying the Buyer's cancellation charge (if any applies), ="http://www.rentacoder.com/RentACoder/SoftwareBuyers/SoftwareBuyerLegal.asp#cancellation" target=_blank>Buyer Legal Agreement for information on when a cancellation charge might apply.
2. Reimbursing Shopforcoders.com for any costs it incurs as a result of chargebacks or not receiving proper payment.
3. All of the remaining funds are donated to a non-profit charitable organization with no business ties (other than receiving donations) to Shopforcoders.com. The specific charity may change in the future, at Shopforcoders.com's sole discretion, as long as it meets the preceeding requirements. CurShopForCoders.com the non-profit charity is Direct Relief International, a charity that provides essential material resources to locally run health programs in poor areas around the world and during times of disaster. This charity was rated by Forbes in 2005 as ="http://www.rentacoder.com/RentACoder/DotNet/misc/ExhedraDonation.aspx">Shopforcoders.com donations by year.

8f. Bad Deposits
Should Sellers's method of payment later be found to be invalid (i.e. including but not limited to the use of a fraudulent or invalid credit card, chargeback, Paypal account, or bounced check), the Seller may, at Shopforcoders.com's option, have their account garnished for the outstanding amount. Additionally Shopforcoders.com may impose other penalties including, but not limited to, the closing of the Seller's account and legal action. Shopforcoders.com warns Seller that it intends to prosecute all fraudulent purchases to the fullest extent of the law.

8g. Refund Policy
(Mastercard and VISA regulations dictate that Shopforcoders.com enumerate the refund policy for credit card payments. However, please note that the refund policy applies to both credit card and non credit card Expert Guarantee deposits.) Since the Expert Guarantee is held as collateral, is it NOT refundable to the Seller upon demand (nor refundable under any other circumstances). However, it can of course be returned to the Seller under any of the circumstances detailed elsewhere in this contract.

8g. Return of the Expert Guarantee to the Seller
As detailed elsewhere, the Expert Guarantee is returned to the Seller if and when they succesfully complete the project, as well as some other situations. When that occurs, Shopforcoders.com will credit the funds to the Seller's deposit account. The Seller can curShopForCoders.com view this (although it is subject to later change) by going to 'My coder Financials' in the left hand menu, and looking at the coder deposit section.

These funds are then available to the Seller for use ="http://www.rentacoder.com/RentACoder/misc/FeedbackWizard/Finance_ReceiveFromRAC.asp">notify finance that they want a refund. Shopforcoders.com will process it as follows (depending on how the initial deposit was made):

Payment type	Refund available
Credit Card/PayPal	These will be refunded back to the orginal credit card or PayPal account that they came from. Please note that due to chargeback rules, these CANNOT be refunded to a diffeShopForCoders.com  credit card or PayPal account, nor transferred to the Seller's coder credits for payout during the Seller's next chosen pay period.
Snail Mail	These can be refunded back to the Seller via snail mail (note: a $2.00 postage and handling fee applies). Or the Seller can choose to transfer them to the Seller's coder credits for payout during the next pay period the Seller has selected.
Bank to bank wire transfer	These can be refunded back to the Seller via bank to bank wire (note: a wire transfer fee applies--$10.00 U.S.; $20.00 International). Or the Seller can choose to transfer them to the Seller's coder credits for payout during the next pay period the Seller has selected.
Transfer from coder account	These will be transferred back to the Seller's coder credits for payout during the next pay period the Seller has selected.

8h. Totality of the Expert Guarantee
The Expert Guarantee is a deposit that either is forfeited or returned to the Seller (as described elsewhere in this contract) in its totality. As a result it MAY NOT be partially forfeited or partially returned. Neither Buyer nor Seller may request this, nor negotiate terms to do do this (including in self mediation and/or arbitration).

9. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY.

Buyer will defend and hold Shopforcoders.com harmless in any suit or proceeding based ="mso-spacerun: yes">  Buyer will pay all settlements or damages awarded against Shopforcoders.com, provided that Shopforcoders.com (i) informs Buyer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Buyer with all related information, (ii) grants Buyer the authority to settle or litigate such suit or proceeding

10 WHEN SHOPFORCODERS.COM IS A SELLER (Added 9/12/03)

From time to time Shopforcoders.com may wish to place bids on a Buyer's bid request as a Seller. If the Buyer were to accept such a bid request and then a dispute were to arise, the Buyer would not wish Shopforcoders.com to perform arbitration, as it would place Shopforcoders.com in a potential "conflict of interest" situation where it was judging a bid request in which it was a party to. To prevent this from happening, Shopforcoders.com agrees to the following:

1. To clearly post in the initial bid placed on the bid request that the bid is being posted by Shopforcoders.com, and that special rules apply to the bid request, as detailed in this section.
2. To waive their rights to arbitration.

By accepting a bid placed by Shopforcoders.com on the bid request, the Buyer agrees:

1. To waive their rights to arbitration as well

To reduce the risk for the Buyer, Shopforcoders.com will attempt to negotiate mutually agreeable partial payments for the achivement of milestones.

11 Abandoned accounts.

Shopforcoders.com may do periodic account reviews to weed out abandoned accounts. If a Buyer is inactive for 18 months, their account may be considered by Shopforcoders.com to be abandoned. Abandoned accounts will be closed. If they have any funds remaining, Shopforcoders.com will notify the Buyer via email to their account email address, so they can be recovered by the Buyer. However, if the Buyer does not claim their funds for 6 months from the date of Shopforcoders.com's email notification, all funds will become the property of Shopforcoders.com.

12 Fraudulent Behavior Notification Warning.

If Buyer attempts to commit, or actually commits, fraud (of any type...including but not limited to "as defined by this contract", United States law, or an action generally accepted to be fraudulent) that would adversely effect one or more other site users, then Buyer does grant Shopforcoders.com the right to:

1. Notify those other users of the attempted or actual fraud (and provide pertinent details).
2. Provide those other users with the Buyer's real name(s), address(es), phone number(s), fax number(s), and/or email address(es).

13. LIMITATION OF LIABILITY; INDEMNITY

Buyer may request advice regarding coder selection from Shopforcoders.com employees and contractors. Any advice given is purely the opinion of the advice giver and is done only for the buyer's benefit of an additional perspective. It does not constitute an endorsement or repudiation by Shopforcoders.com of the coder. Additionally, Shopforcoders.com cannot and does not guarantee the work of any coder on the site, whether recommended by an Shopforcoders.com employee or contractor, or not.

IN NO EVENT SHALL SHOPFORCODERS.COM (OR ITS AFFILIATES) BE LIABLE TO BUYERS, SELLERS, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM THEIR USE OF SHOPFORCODERS.COM PRODUCTS OR SERVICES OR THEIR INABILITY TO USE SUCH SERVICES. THIS LIMITATION OF LIABILITY INCLUDES (BUT IS NOT LIMITED TO) THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIEs, AND APPLIES WHETHER OR NOT SHOPFORCODERS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND ALSO APPLIES WHETHER OR NOT THE LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. YOU AGREE THAT IN NO EVENT SHALL SHOPFORCODERS.COM'S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE LESSER OF THE SHOPFORCODERS.COM FEE ON THE TRANSACTION INVOLVED, OR $10,000. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Buyer shall indemnify, defend (with counsel approved in writing by Shopforcoders.com) and hold Shopforcoders.com, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Buyer, its employees, representatives or agents.

14. EXPORT

Buyer shall not resell software, equipment, or products purchased in the U.S. outside the U.S. without compliance with all applicable export regulations. Buyer acknowledges that the export or re-export of Product is subject to regulation by agencies of the U.S. Government, including in particular Parts 740, 742 and 744 of the Export Administration Regulations of the U.S. Department of Commerce, which prohibit export or diversion of Product to certain countries and persons.  Buyer shall not assist or participate in any such diversion or any other violation of applicable U.S. laws and regulations relating to export or re-export of Product or any of the technology related thereto.

15. DEFAULT;TERMINATION.

Should the buyer default, their account may be terminated by Shopforcoders.com. Buyer shall be considered to have defaulted under the Agreement for any failure to pay any invoice, credit charge, or PayPal charge when due and/or if Shopforcoders.com discovers any material misrepresentation or omission that Buyer has made in this Agreement, its Registration or Credit Application. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Buyer may also be considered in default if they violate the site terms of service, or violate the Custom Software Seller Agreement (if they are also a seller) or if their conduct with sellers is poor (defined as receiving 2 or more below average ratings and/or complaints). Should Buyer default, and still have outstanding escrowed funds, Shopforcoders.com will act to protect the time invested by coder(s) on the buyer's bid requests, by giving the coder(s) the choice to:

1) Stop work and receive compensation for the percent completed at the time the coder was notified.

2) Continue the project offsite with the buyer if they feel comfortable with this. Shopforcoders.com will cancel the project ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">

To prevent retaliatory action by the buyer on the coder, the buyer's input will not be taken on these options. To ensure fairness, Shopforcoders.com will verify the veracity of any coder claims according to the rules of arbitration as stated above. After disbursement to the coders, any remaining escrow funds will be returned to the buyer, after taking out a cancellation fee as detailed elsewhere in this contract.

If either party gives the other notice of termination or advises the other of its intent not to renew this Agreement, Shopforcoders.com may require Buyer to pay cash in advance for subsequent transactions regardless of Buyer’s credit status.

The parties' obligations under Section 7 shall survive any termination and/or expiration of this Agreement.

16. CLOSING ACCOUNTS.

At the request of the Buyer, Shopforcoders.com will close out their account, disabling all future use of it. However, Buyer understands and agrees that Shopforcoders.com will not delete any information, as it is required to report such information to 3rd parties including (but not limited to) FBI investigations, IRS invstigations, credit card fraud investigations, or for Exhera's own auditing purposes.

17. SECURITY AND VIRUSES.

Please note that Shopforcoders.com uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect site users from viruses via virus scanning sofware. However no security sytem and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered =DataRetentionPolicy>18. Data Retention Policy.

Shopforcoders.com stores data for Buyers and Sellers. This data includes (but is not limited to) files (when are being sent between parties), text communication and information (such as requirements clarifications), and webcam and screenshot images (on timecard projects). Shopforcoders.com will make a good faith effort to preserve this data until the project is accepted as 100% complete by the buyer. After that point, Shopforcoders.com may delete the information to free up space on its servers. As such, both Buyer and Seller agree to make their own copy of all data which they may wish to use afterwards. Since computer systems can fail, Shopforcoders.com highly recommends that both parties do this regularly... even before final project aceptance....to avoid any data loss issues.

19. ENFORCEMENT.

If Buyer breaches or attempts to breach any of the terms of this Contract or fails to make any payments when due under this Contract, Buyer shall pay to Shopforcoders.com as part of a judgment all of Shopforcoders.com's costs and expenses, including reasonable legal fees, incurred by Shopforcoders.com in enforcing the terms of this Contract or collecting any payment due under this Contract.

20. GENERAL.

Assignment. Buyer shall not assign or transfer this Agreement without Shopforcoders.com’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.

Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that Shopforcoders.com is the agent for Seller and Buyer in bringing the two, or more, parties together using the Shopforcoders.com website.  Shopforcoders.com shall act as a fiduciary for Buyer and Sellers for the limited purpose of collecting and disbursing funds.  For all other purposes, the parties are independent contractors.

Excused Performance.  Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

Governing Law; Attorneys' Fees.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. In the event that any dispute or controversy between the parties arises related to the use of any Shopforcoders.com system, service, product or employee, or related to any allegation of defamation regarding any Shopforcoders.com system, service, product or employee, or related to any provision of this Agreement and/or the performance or termination thereof, such dispute or controversy shall be subject to the exclusive jurisdiction of the Florida state courts in and for Hillsborough County, Florida (or, if there is federal jurisdiction, the U.S. District Court for that region) and the prevailing party in any such dispute shall recover all of its costs, including reasonable attorney's fees.

Time Limitations. No action, regardless of form, arising out of or related to this agreement may be brought by the Buyer more than one year after a cause of action has arisen.

Notices.  Notices shall be sufficient only if sent by certified mail or air express, return receipt requested, or personally delivered to a party.  Notice by mail shall be deemed received on actual receipt.  Notices should be sent to: 

Shopforcoders.com
Attn: Legal Services
13302 Millard Ave
Suite #104
Omaha, NE 68137
USA

No Waiver.  The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision. Furthermore, any exception to or special treatment of any provision of this Agreement, whether it be a special, a general, or repeated exception or treatment, shall not operate as, or be construed to constitue, a modification of such provision.

Unenforceable Provisions.  If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Modifications; Special Agreements; Entire Agreement. Note that Shopforcoders.com reserves the right from time to time to amend, modify or change this agreement. When this happens, Shopforcoders.com shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Should Shopforcoders.com and the Buyer come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Buyer and Shopforcoders.com with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.

Custom Software Seller Agreement

This document is a legal agreement between you, the “Seller” (as defined below) and Shopforcoders.com solutions, Inc. Corporation (“Shopforcoders.com”), a Florida Corporation with corporate offices in Tampa, Florida. These Seller’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Seller may register and use the web-site for the purpose of responding to solicitations for the acquisition of software solutions, services, and products.

DEFINITIONS

• Site(s): www.shopforcoders.com
• Bid Requests: A request for bids on a software or other type of project.
• Bids: Sellers place bids on bid requests, in attempts to solicit business.
• Buyer: Person(s) or company(ies) placing one or more Bid Requests.
• Seller: Person(s) or company(ies) placing one or more Bids.
• Coder/Software Developers: Other names for a Seller.
• "Pay for deliverables": A project type where the buyer pays the Seller for certain deliverables.
• "Pay for time": A project type where the buyer pays the Seller for the time they work on the Buyer's project. Business Day: The site provides business to hundreds of nations/cultures with differing definitions of a business days.
• Business day: Monday-Friday from 9am - 5pm EST (and does not include any particular nation's, culture's or religion's holidays, since the site caters to thousands of combinations of these, each with differing holidays).

1 TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms.  At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Shopforcoders.com reserves the right to immediately terminate any Seller who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.

2 SCOPE

Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Seller is authorized to respond to Bid Requests. Final content of all responses to Bid Request documents is at the complete and sole discretion of the Seller.  Shopforcoders.com reserves the editorial right to censor any responses that it feels are inappropriate.  This is a master agreement between Seller and Shopforcoders.com and shall apply to all transactions and business conducted between the parties.

3 SELLER’S OBLIGATIONS

Seller will provide solutions and/or quotations via Shopforcoders.com in response to Bid Requests posted ="mso-spacerun: yes"> or conflicting terms and conditions in Seller’s forms or other documents.

All information provided by Seller shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to Bid Request documents, information concerning intellectual property ownership and rights thereto.  Seller and Buyer will document on the site as to the extent and nature of any intellectual property rights which will be transferred to the buyer upon completion and payment of the bid request.    Seller is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Buyers.

Seller agrees to post bids for the entire project. As this site is intended for commercial purposes ="http://www.shopforcoders.com/terms.php">http://www.shopforcoders.com/terms.php   Additionally, Seller has also read, understands and agrees to the Copyright Violation Polices and Procedures policies located at: http://www.shopforcoders.com/privacy.php

Note that the no-contact rule is suspended for bids made on projects > $500 until further notice--i.e. contact is now FULLY ALLOWED under these circumstances. Please note that this allowance only applies to bids, and not to a seller's profile, which still may not contain any contact information as detailed above.)

Password Pair. Shopforcoders.com strongly urges the Seller to follow standard security measures, which includes but is not limited to:

• Protecting their password pair (email address and password) by keeping it completely private and confidential (so that a person doesn't discover the information and compromise their account).
• Selecting their password such that:
• It is a mix of both numbers and letters, and least 8 characters or more long (to prevent a person from easily guessing their password).
• Choosing a password that is unique and diffeShopForCoders.com  than passwords used for other sites and services (so that a compromise at another site will not compromise their account).
• Keeping their email address ShopForCoders.com  in the system and safeguarding access to their email account (so a person who compromises their email account cannot compromise their site account via the "forgot password" function of the site).
• Closing their account on the site should their email address fall out of their possession (so the person who next assumes the address will not be able to compromise their account).
• Etc.

Seller authorizes Shopforcoders.com to treat themselves or any party who provides the Seller’s password pair as the Seller themselves, and agrees to assume sole responsibility for all transactions, obligations, liabilities and/or actions undertaken by any such party. Seller further understands and agrees that for their protection, Shopforcoders.com personel may not provide certain types of customer service requests for them, until they authenticate their identity by providing their password pair.

In the event of dispute of ownership of an account, Seller authorizes Shopforcoders.com Solutions, Inc. to to use methods other than the password pair to determine the ownership of the account. Such methods may include (but are not required to include, or be limited to) verification of which party actually paid for projects, and/or require the production of official country issued photo identification cards to verify identity. Seller agrees that in the case of such a dispute, Shopforcoders.com's decision is final and binding.

Advance Payments. (Applies to "pay for deliverables" projects ="mso-bookmark: AdvancedPayment"> Seller agrees not to ask for any 'Advance Payments' from buyer. An advance payment is a risky transaction where the buyer releases funds from escrow before the delivery of the work (or percentage of work being accepted) is completed. Doing this completely circumvents and nullifies all the built-in buyer protections of the ShopForCoders.com  escrow system, and often results in the buyer losing part or all of their advance payment. Sellers who go against the wishes of Shopforcoders.com and receive an advanced payment from the Buyer are considered guilty of 'fraud' and will be treated per the terms of 'fraud' below.

Copyright Negotiations. Buyer and Seller may agree to the transfer of intellectual property rights by negotiating and/or documenting the terms in the 'entire bid request' =CopyrightIndemnification>Additional Copyright Indemnification of Work Produced for Buyer Seller warrants and represents that all work produced for the Buyer (including but not limited to code, algorithms, ideas and/or any other item used to create their deliverables to the buyer) are original works of authorship created by Seller and that the works do not violate any rights, including but not limited to copyright rights, of any nonconsenting third party. Seller agrees to properly declare, explain and receive acceptance from the Buyer via the site, of any "Third Party Code" per the following section.

Third Party Code. If the Seller wishes to use 3rd party items (including but not limited to 3rd party components, GNU licensed code, etc.), then the Seller agrees to first confer with the buyer and:

1. Explain which items in the bid request the Seller wishes to use 3rd party items for, and which 3rd party items would be involved.  This must be documented ="FONT-FAMILY: 'Verdana','sans-serif'; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">
2. Explain to the buyer the cost, copyright, distribution and licensing issues concerned with the use of such items.  (For example, many Buyers do not want GNU licensed code in their deliverables ="FONT-FAMILY: 'Verdana','sans-serif'; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">
3. Have the buyer confirm agreement, to the use of any 3rd party items which the two parties agree to.  This must be documented ="FONT-FAMILY: 'Verdana','sans-serif'; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">

(This paragraph applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> Should arbitration occur and the Seller not follow these rules, Shopforcoders.com may immediately arbitrate in favor of the buyer, as well as consider punitive actions against the Seller.

Install Packages. (Applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> As most buyers are not technologically savvy, the Seller is also responsible for creating an install package that will install the software, in 100% ready-to-run condition, on the platform(s) specified by the buyer on the bid request.  Note that this requirement can be waived by the Seller if documented via the bidding system or the bid request description.

Status Reports. (Applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">  To keep the buyer appraised of progress ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">

Deliverables. (Applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> To avoid a buyer dispute over delivery, Seller agrees to upload the entire and complete deliverables at the time of work completion (or each milestone's completion) to the site. Shopforcoders.com cannot overemphasize the importance of doing so. Should a coder choose not to do so (despite this agreement) and the buyer disputes delivery, Seller agrees that they (and not Shopforcoders.com) will be liable for the entire amount. Shopforcoders.com will deduct all such disputed monies from the coder's account. If the coder's account is insufficient to cover the funds the coder will be asked to cover the remainder from their personal funds. If coder cannot or will not cover the remainder from their private funds, Shopforcoders.com may pursue all and any means at its disposal to collect the funds including legal remedies.

Delivery Deadlines. (applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> The Buyer may set a deadline for delivery of the deliverables in some portion of the 'Entire Bid Request' (see below for the definition of this term).  The Seller agrees to deliver 100% of agreed upon deliverables to the site on or before the delivery deadline.

If the Buyer uses the formal "due in # of days" field of the bid request to specify this deadline, then the delivery date is posted on the bid request itself.  By bidding, the Seller agrees to this due date.  The due date is calculated as the # of days (24 hour periods) from the time work begins. Work is defined as having "begun" after all funds are completed escrowed and all security verifications have been completed.

Buyer and Seller may also use the bidding/comment feature of the site to negotiate a delivery deadline.  If so, then the deadline must be mutually agreed upon by both Buyer and Seller.  Both parties are highly advised to be clear and explicit when setting a deadline in this manner.  If there is a dispute over anything regarding the deadline, Shopforcoders.com (at it's sole discretion) will be the final determiner of any disputed meaning (per the rules of arbitration stated below).  

Extending Deadlines.  (applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> Managing the deadline is the Seller's responsibility.  If the Seller cannot deliver 100% of agreed upon deliverables by the deadline but feels that the Buyer may be lenient and allow the deadline to be extended, then it is the Seller's responsibility to inform the Buyer as soon as possible, negotiate the change and receive the Buyer's acceptance on-site...somewhere in the 'Entire Bid Request'.  If the Seller is unable or unsuccessful in doing so, then the original deadline stands.

Shopforcoders.com's Limited Access to Source Code. (applies to "pay for deliverables" projects ="mso-bookmark: sourcecode"> Seller understands and agrees that Shopforcoders.com may be called upon by the buyer, a third party, or a self-initiated investigation to audit the work that was performed. Seller agrees to make available to Shopforcoders.com all source code related to the questioned bid requests. Shopforcoders.com agrees not to copy, acquire, sell, barter, trade, or use this source code in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the buyer to view the source code, Shopforcoders.com and the Buyer will make all reasonable arrangements.

Ratings. Seller has the right to rate buyers =#Fraud>Fraud. If Shopforcoders.com determines that the Seller is guilty of fraud against the Buyer or Shopforcoders.com, they may garnish or completely withhold payments to the Seller for the affected bid request(s). If the fraud is not detected until after payment has been made, Shopforcoders.com can choose to recover the funds by either or both of the following:

1. Partially or competely withholding payments to the Seller on later bid requests (or on additional accounts created by the Seller) until the entire amount has been restituted.
2. Obtain payment from Seller directly. If requested to do this by Shopforcoders.com, Seller agrees to promptly send full payment within 15 business days of the request.

Additionally, Shopforcoders.com reserves the right to immediately close any account found guilty of fraud (as well as any additional accounts created by the Seller).

Cancellation Charge Holdback. Per the rules of arbitration, Seller is responsible for buyer's cancellation fee if they either:
(a) Elect to take responsibility for the charge during self-mediation
(b) Lose an arbitration, are determined to be 'at-fault', and have sufficient funds to cover some or part of the charge.

An unscrupulous Seller who knows they will lose an upcoming arbitration, may attempt to empty the funds from their account prior to the arbitration resolution, to avoid having to pay the cancellation fee. To prevent this from occuring, Shopforcoders.com may hold back from any payment to the Seller, sufficient funds to cover possible cancellation charges from any and all non-resolved arbitrations that the Seller is involved in. Should the Seller be found not responsible for the cancellation fee, Shopforcoders.com will release the held funds and they will be paid out during the next site payment period that the Seller has chosen to participate in via their account settings.

Account Transfer. Ratings and comments may be given by Buyers specifically to the Seller. If so, other Buyers may use this information to determine whether or not to use the Seller on a project. To prevent unqualified Sellers from "purchasing" ratings, the Seller agrees that they will not sell or transfer ownership of their account to another party without the express consent of Shopforcoders.com.

Duplicate Accounts. The anonymous nature of the Internet makes it possible for a seller who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the site, against the will of Shopforcoders.com. Shopforcoders.com regularly monitors site profiles for this sort of action, and should the Seller be determined by Shopforcoders.com to have done this, they will forfeit the balance of all of their accounts, and all funds will be returned back to the original buyer, minus the Shopforcoders.com fee. Seller agrees that Shopforcoders.com may use any means necessary to recoup previous payments sent on the duplicate account, including but not limited to a stop payment, Paypal/Western Union cancellation, or a collection agency. Additionally, the account will be closed. Seller further agrees that Shopforcoders.com may (at its option) withhold all or part of Seller's available funds as either a permanent penalty fee (to be kept by Shopforcoders.com) and/or as a "good behavior bond" for a certain period of time, to prevent them from opening another duplicate account.

Friends, family members and/or business associates are not allowed to create or transfer ownership of accounts to attempt to circumvent this rule, and all Sellers agree that if they are determined by Shopforcoders.com to be participating in such a scheme, all accounts will be treated as duplicate accounts, per the above rules. Occasionally, a previously banned user approaches another legitimate Seller about 'sharing' their legitimate account. Shopforcoders.com strongly advises Sellers from participating in this sort of scheme. Sellers whom Shopforcoders.com determines have colluded with an illegitimate user will be considered illegitimate themselves and treated in the same terms as detailed above.

Inappropriate Behavior. Should the Seller demonstrate poor or inappropriate behavior (to be determined at the sole discretion of ShopForCoders.com and reserves the right to publicly document such behavior via a rating and comment in the Seller's profile. Such behavior includes (but is not limited to) losing an arbitration, refusing to cooperate with an arbitration, and sending abusive communications to the other party or to ShopForCoders.com staff.

Outside Contact / Escrowing. As ShopForCoders.com provides its service in return for a ShopForCoders.com Fee, the Seller agrees not to solicit any other party to escrow funds outside of the site. Additionally, on projects under $500.00, the Seller agrees not to contact any buyer outside of the site (by email, phone, etc.) before the buyer's money is completely escrowed via the site. Doing so will result (at the discretion of Shopforcoders.com) in immediate account termination and expulsion, and all funds accrued in the Seller's account will be returned to their original buyers, minus the ShopForCoders.com Fee. Sellers are warned in advance that Shopforcoders.com actively monitors the site for such infractions, and may even pose as a buyer to catch violators.

In the event that Shopforcoders.com procures, or is the procuring cause of, a solution for Buyer’s Bid Request, and Buyer and Seller do not use the Shopforcoders.com website or services to transact their business and/or use other means to transact their business, Seller shall be considered guilty of 'fraud'.   The Seller shall also be considered guilty of fraud should they find a buyer in an 'open auction' and attempt to cheat Shopforcoders.com out of the 'open auction' fee by redirecting the buyer to repost the auction as a cheaper auction such a 'one-on-one', even though the buyer made full use of the open auction. In either case the seller shall pay Shopforcoders.com a penalty fee in the amount of twenty-five percent (25%) of the amount paid to Seller. Such fees may be deducted from the Seller's outstanding credits on the site, at Shopforcoders.com's option. Shopforcoders.com reserves the right to terminate any Seller who circumvents the site in this manner.

Seller agrees that they will arrange with the buyer to escrow the entire funds for the entirety of project onsite. If the Seller arranges for off-site payment for any portion of the project, they agree that they will forfeit all rights to the funds in escrow for the portion onsite (at the disecretion of Shopforcoders.com). They further agree that this may happen, despite the fact that they may have technically met the contract (per the definition of the contract found elsewhere in this agreement). If this occurs, a rating reflecting the same will be noted against the said project on the Seller’s account.   

Non Disclosure Agreement (NDA). The buyer may require consent to a non disclosure agreement before allowing the seller to see information related to bidding, and or to the final work. Seller agrees to the terms of such agreement if they are specified in the bid request as posted on the site, are posted to the coder via the site bidding system, or are otherwise communicated from the buyer to the coder via the site. If Seller does not wish to abide by the terms of the agreement, then Seller agrees not to post a bid on such work.

Shopforcoders.com does not enforce Side Agreements and/or NDAs. Some Buyers and Sellers may enter into additional agreements not covered by the site escrowing agreement, including "special agreements" (ex: "Seller must deliver by x/xx/200x or they will owe Buyer $1 for every day late"), or a Non Disclosure Agreement (NDA). Both Buyer and Seller understand and acknowledge that these agreements are made directly between the Buyer and the Seller and do not involve Shopforcoders.com, ShopForCoders.com or any of its subsidiaries or other legal entities. As such, ShopForCoders.com and Shopforcoders.com are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.

Use of English. Seller agrees to use English in all communications =IllegalProjects>Illegal Projects. Seller agrees not to work on any projects for Buyers that are illegal in nature or violate Shopforcoders.com site policy or contracts, including (but not limited to) violations of the Digital Millenium Copyright Act (DMCA). If Seller learns that any portion of the work it is being asked to deliver is illegal in nature, then the Seller agrees to alert Shopforcoders.com immediately and cease work until instructed upon what to do next by Shopforcoders.com. Shopforcoders.com refuses to support illegal projects, so Sellers who do not report such activity and are discovered by Shopforcoders.com to have done so will forfeit those funds, per the rules on 'fraud'. Additionally, they may be banned from the site as well.

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 Shopforcoders.com.

• 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.")

Shopforcoders.com 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 Shopforcoders.com 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.

1. Parties living in countries with which the United States has an economic embargo prohibiting economic activity with.
2. 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 Shopforcoders.com 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 ShopForCoders.com fee (at the discretion of Shopforcoders.com).

Fraudulent transactions. Coder agrees not to bid on or receive projects or bonuses posted by themselves (or 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). Coder understands that Shopforcoders.com regularly monitors transactions for this type of behavior and agrees that if Shopforcoders.com determines this has occurred, then Shopforcoders.com can take the following action to ensure that the transactions do not continue. Coder agrees that Shopforcoders.com 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 Shopforcoders.com.

Bonuses. Bonuses are a special type of transaction that allow a Seller to receive a discount on the Shopforcoders.com fee, in exchange for foregoing the normal escrowing and arbitration service. Since those features normally protect a transaction, accepting a bonus (or bonus proposal) involves additional risk for the Seller. Seller understand and agrees that a Buyer may promise a bonus, but never send it and the Seller will have absolutely no recourse to receive payment. If a Seller agrees to do additional work on an escrowed project for a bonus, that work becomes part of the entire contract. In that situation, not completing the bonus work may affect receipt of the escrowed portion. If you do not wish to take the risk of a bonus, then you should not use them and escrow the funds normally. To escrow additional funds on an existing project, contact Shopforcoders.com to have this done.

4. Pay for Time projects (does not apply to "pay for deliverables" projects)

     The Seller agrees...

1. 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.
2. 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).
3. 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 Shopforcoders.com and if so will result in forfeiture of some or all funds in their account and/or result in their account being permanently closed.
4. 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 Shopforcoders.com's arbitration process.

The Buyer agrees...

1. To pay the Seller for the time they spend working on the project, rather than for a specific deliverable.
2. 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".

3. 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").
    

Time card length	Time to approve/contest (after period completes)
A week	3 business days (see definition of a "business day" earlier in this contract)

Shopforcoders.com agrees...

1. To use reasonable efforts to keep it's systems running so as to record the Seller's time.
2. Should a failure occur despite this, both parties agree to hold Shopforcoders.com harmless for the outage or failure. Should this occur, Shopforcoders.com 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 Shopforcoders.com's determination.

Both buyer and seller agree...

1. To hold Shopforcoders.com 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.
2. That when Buyer releases funds to the Seller, Shopforcoders.com will be given a 9% commission fee, from the total amount (with a minimum of $3).

3b. SHOPFORCODERS.COM  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 Shopforcoders.com agree to the following rules:

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 Shopforcoders.com as sole mediator and arbitrator (two distinct roles).  Shopforcoders.com 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 Shopforcoders.com's sole opinion).  Buyer and Seller agree that Shopforcoders.com'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 Shopforcoders.com.

2) Mediation:

Before arbitrating, Shopforcoders.com 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. Shopforcoders.com 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, Shopforcoders.com will document what occured by placing a rating on one or both parties' records, as detailed below under "Shopforcoders.com Ratings".

Should either party not agree to a mediation compromise, or should Shopforcoders.com (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:

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"     Shopforcoders.com 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) Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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@ShopForCoders.com acoder.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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com determines that demonstratable proof of progress has not been supplied, the Seller will be found in forfeiture of arbitration. Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com, so that Shopforcoders.com 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.  Shopforcoders.com 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, Shopforcoders.com 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 Shopforcoders.com with access to all aspects of their environment that are necessary for Shopforcoders.com 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.      Shopforcoders.com may use file comparisons (and/or other means) to ensure that modification of deliverables does not occur by the testing venue host.  If Shopforcoders.com (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 ="mso-spacerun: yes"> 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.

3b) "Pay for Time" Arbitration:

1.     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 Shopforcoders.com (in its sole determination), then the Seller will not be paid for that time period. If it is ruled inconclusive or invalid by Shopforcoders.com (in its sole determination) then the Seller will be paid. If Shopforcoders.com 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. 2.     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.

4) Forfeiting Arbitration by not responding

Buyer agrees to be prompt in corresponding with Seller and Shopforcoders.com, including final acceptance of 'Work Complete'. Should a Buyer not fully comply with Shopforcoders.com requests to either certify 'Work Complete' or produce a flaw list within 5 business days, Buyer will forfeit the arbitration (at Shopforcoders.com's sole discretion). For situations other than work complete/flaw list requests...should a Buyer not respond to Shopforcoders.com arbitration communication in 3 days, they will forfeit arbitration (at Shopforcoders.com's sole discretion).  Should a Buyer respond in 3 days but (in Shopforcoders.com's sole determination) attempt to stall the arbitration by inadequately addressing ="mso-spacerun: yes"> arbitration then they will forfeit arbitration at Shopforcoders.com's discretion. If Shopforcoders.com 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 Shopforcoders.com 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:

1.     The party requesting the absence notifies Shopforcoders.com 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, Shopforcoders.com may amend the timeframes of this requirement during the arbitration. If Shopforcoders.com 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.

2.     The party requesting the absence will provide any and all proof that Shopforcoders.com 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).

3.     The reason must be determined by Shopforcoders.com (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 ="mso-spacerun: yes"> 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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com 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. Shopforcoders.com 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) Shopforcoders.com Ratings:

Shopforcoders.com reserves the right to rate any party at any time, as detailed previously.

However mediations and arbitration situations receive special scrutiny from Shopforcoders.com 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 Shopforcoders.com's investigations as to why a cancellation or reduction in payment has occurred. Shopforcoders.com (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 Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com, within 24 hours after the Buyer fully completes the escrow payment, with a reason that will prevent them from completing the bid request, Shopforcoders.com 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 Shopforcoders.com on both the Seller and Buyer's profiles. Should Shopforcoders.com (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 Shopforcoders.com determines that the Seller is misusing the coder cancellation grace period it can also revoke this privilege.

If Shopforcoders.com 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 Shopforcoders.com, does not treat the arbitration process with respect or professionalism, does not follow arbitrator instructions, attempts (in Shopforcoders.com'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 Shopforcoders.com 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:

Shopforcoders.com 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. Shopforcoders.com 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 Shopforcoders.com. 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 Shopforcoders.com (at its sole discretion) determines that this is the case, then both parties agree that Shopforcoders.com 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 Shopforcoders.com 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, Shopforcoders.com 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

Shopforcoders.com'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 Shopforcoders.com 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 Shopforcoders.com (at its sole discretion) determines that a change should be made, the new change takes precedence over any original resolution. If Shopforcoders.com 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 Shopforcoders.com 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 Shopforcoders.com to fully compensate it for all damage caused, as well as to pay all of Shopforcoders.com's reasonable legal and administrative expenses in obtaining this compensation.

5 SELLER’S REPRESENTATIONS.

Seller represents that it has the full power and authority to execute this Agreement. Seller 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 Seller makes available to Shopforcoders.com.

6 EXPERT GUARANTEE AND AGREEMENT.

6a. What is the Expert Guarantee?
      In order to better secure a project, the Seller may elect to pledge an 'Expert Guarantee'.  The Expert Guarantee is a good-faith deposit of funds that is made to demonstrate that the Seller is confident enough in their skills, commitment and time management abilities to guarantee that they will complete the project 100% by the deadline (in "pay for deliverables" projects) or that they will not commit any timecard fraud (in "pay for time" projects)...per the rules of arbitration specified elsewhere.

• If the project is completed succesfully, then the Seller receives back the Expert Guarantee.
• If the project is not completed succesfuly, the Seller forfeits the entire Expert Guarantee as liquidated damages for the breach. The funds pay for the buyer's cancellation fee (if any), charge back type fees (if any) and the remainder is donated to charity. An exception to this is made if the Buyer is solely responsible for the project failing. If this occurs, then the Expert Guarantee is returned to the Seller.

In either of the above situations, the Seller may pay a non-refundable Expert Guarantee Processing Fee to Shopforcoders.com to cover the expenses of processing their deposit (depending ="mso-spacerun: yes"> bid requests at ="mso-spacerun: yes"> a Coder arbitrator determines the status of the work as detailed elsewhere). Shopforcoders.com will exercise the same care and diligence with escrowed Expert Guarantees as it exercises with Buyer Deposits, and will honor all of the obligations detailed in the Custom Software Buyer Agreement under the subparagraph of Shopforcoders.com's Escrow Obligations (with the Seller assuming the rights of the 'Buyer' in that subparagraph).

6c1. Determining the deadline and work completion (applies to "pay for deliverables" projects ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 10pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">
If the buyer chooses to extend the deadline ="http://www.rentacoder.com/RentACoder/SoftwareCoders/SoftwareSellerLegal.asp#FlawList_CosmeticItems">allowance for cosmetic flaws (which do however have to be fixed...see the rules of arbitration elsewhere for more details).

6c2. 100% completed work or project completed
If the work is 100% completed by the deadline (in "pay for deliverables projects") or completed without any timecard fraud (in "pay for time projects"), the good-faith deposit is returned to the Seller. The Expert Guarantee Processing Fee (detailed elsewhere), if any, is non refundable.

6c3. Work not completed
If the work is not completed 100% by the deadline (in "pay for deliverables projects") or completed without any timecard fraud (in "pay for time projects"), the Expert Guarantee will be forfeited by the Seller, per the rules ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 7.5pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">(applies to "pay for deliverables" projects only)
As an exception to the rule above...if the buyer is solely responsible for preventing the work from being completed (for example by withholding required information, or pulling out of the contract prematurely), then the Seller receives back the good-faith deposit. The Expert Guarantee Processing Fee (detailed elsewhere), if any, is non refundable. Should Seller or both parties be responsible for preventing the work from being completed then the work will be considered "work not complete" then the exception detailed in this paragraph will not apply.

6c5. Buyer and Seller cannot agree ="http://www.rentacoder.com/RentACoder/SoftwareCoders/SoftwareSellerLegal.asp#arbitration">arbitration (just like a normal project). Both Buyer and Seller agree to abide by all of the rules of arbitration as indicated elsewhere in this contract. ="mso-spacerun: yes"> fees for each portion.

6e. Forfeited Deposits
     When the Seller forfeits the Expert Guarantee, it is paid out as follows:

     Allegations of copyright or trademark violations and/or patent infringement are taken very seriously by ShopForCoders.com . To fully address all such complaints and counter-complaints, our parent  company Edge Corporate Services, Inc. has a company agent registered with the United States Copyright Office.  Below is full information ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'"> 

Copyright/Trademark Complaints

    How do I file a copyright/trademark/patent infringement complaint?
    What happens after I file a copyright/trademark/patent infringement complaint?
    What happens if the other party files a counter-complaint?
    Can I find out the identity of the other person/company I'm complaining about?

Copyright Counter Complaints

    How do I file a copyright/trademark/patent infringement counter-complaint?
    What happens after I file a copyright/trademark/patent infringement counter-complaint?

General

     What about repeat copyright/trademark/patent infringement offenders?

How do I file a copyright/trademark/patent infringement complaint?:

   To file a copyright/trademark/patent infringement complaint, please fax or mail us a statement that contains all of the below items.  Please DO NOT email us this information as this is a legal document and it must be received in written format. We also ask that you please send ALL the information below, as omitting information will delay your processing.

1. Your name, address, email address, phone # and fax #(if any).
2. The following statement:
• (For copyright/trademark infringement): "I swear, under penalty of perjury, that the information in this notification of copyright/trademark infringement is accurate and that I am the copyright/trademark owner (or am authorized to act on behalf of the owner) of an exclusive right that is being infringed.  I have a good faith belief that use of the copyrighted/trademarked materials which I have described fully in the information below is not authorized by the copyright/trademark owner, any of its agents, and the law."
• (For patent infringement): "I swear, under penalty of perjury, that the information in this notification of patent infringement is accurate and that I am the patent holder (or am authorized to act on behalf of the patent holder) of a patent that is being infringed.  I have a good faith belief that use of the materials which I have described fully in the information below is not authorized by the patent holder, any of its agents, and the law."

3. The URLs of the infringing materials
4. Any additional information required to identify the copyrighted works. 
5. Your signature.

Then mail or fax it to:

Attn: SFC Copyright Complaint
13302 Millard Ave
Suite #104
Omaha, NE 68137
Fax: 402-408-6911

What happens after I file a copyright/trademark/patent infringement complaint?

   =What_happens_if_the_other_party_files_a_>What happens if the other party files a counter-complaint?

  To prevent a party from abusing the complaint process, the DMCA law contains provisions for counter-complaints which Shopforcoders.com fully abides by.  If the other party sends us the complete information for a counter-complaint as specified below (which includes a statement under perjury that your original complaint is invalid), you have the right to initiate a lawsuit against them in district court.  Should you decide not to do so within 14 days, the copyright law states that we must restore the original content (per DMCA section 512.g.2.C).  If you do initiate a lawsuit against them, then we will abide by the court's final decision.  As always, you should consult competent legal counsel before pursuing this or any legal action.

Can I find out the identity of the other person/company I'm complaining about?

  Shopforcoders.com's privacy policy does not allow us to disclose the identity of site users, unless directed so by court-order or the law.  As such, the safe harbor provisions of the DMCA permit you as a copyright owner or patent holder, to subpoena the identity of the individual allegedly responsible for the infringing activities (under section 512.h).  Such a subpoena is granted ="FONT-FAMILY: 'Verdana','sans-serif'; COLOR: black; FONT-SIZE: 12pt; mso-fareast-font-family: 'Times New Roman'; mso-bidi-font-family: 'Times New Roman'">

How do I file a copyright/trademark/patent infringement counter-complaint?

  To prevent a party from abusing the complaint process, the DMCA law contains provisions for counter-complaints which Shopforcoders.com fully abides by.  However, filing a counter-complaint has potentially enormous legal ramifications for you, and you should consult competent legal counsel before pursuing this or any other legal action against the other party.

   To file a counter complaint, please fax or mail us a statement that contains all of the below items.  Please DO NOT email us this information as this is a legal document and it must be received in written format. We also ask that you please send ALL the information below, as omitting information will delay your processing.

1. Your name, address, email address, phone #, fax # (if any).
2. The following statement:
   "I swear, under penalty of perjury, that I have a good faith belief that each item identified below was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.  I consent to the jurisdiction of Federal District Court for the judicial district in which my address is located (or Hillsborough County, Florida if my address is outside of the United States), and that I will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person."
3. The URLs of the materials that were disabled or removed.
4. Any additional information required to identify the original copyrighted works.   
5. Your signature.

Then mail or fax it to:

Attn: SFC Copyright Complaint
13302 Millard Ave
Suite #104
Omaha, NE 68137
Fax: 402-408-6911

What happens after I file a copyright/trademark/patent infringement counter-complaint?

    If the copyright/trademark/patent owner does not bring a lawsuit in district court against you with 14 days, we will restore the removed information, per DMCA section 512.g.2.c.  Should the copyright/trademark/patent owner bring a lawsuit against you, we will abide by the court's decision.