Terms of Service

Welcome to SoloNerds.com ("Platform," "Site," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of SoloNerds.com, including any content, functionality, and services offered on or through the Platform.

By accessing or using the Platform, creating an account, posting a job, creating a profile, or engaging with other users, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

1. Platform Description and Role

SoloNerds.com is a marketplace platform that connects independent freelance developers ("Nerds" or "Service Providers") with individuals or entities seeking software development, code cleanup, refactoring, auditing, or related technical services ("Clients"). Nerds and Clients are collectively referred to as "Users."

2. Independent Contractor Relationship; No Employment

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

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

Clients acknowledge that Nerds are not employees of SoloNerds.com and that SoloNerds.com has no control over or responsibility for the manner, method, or means by which Nerds perform services.

3. No Verification, Endorsement, or Guarantee

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

We do not verify, warrant, or guarantee:

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

You acknowledge that you use the Platform and engage with other Users entirely at your own risk. You are solely responsible for conducting your own due diligence before engaging any User.

4. User Obligations

4.1 General Obligations

All Users agree to: provide accurate, current, and complete information; maintain the security of their account credentials; comply with all applicable laws and regulations; not use the Platform for any unlawful, fraudulent, or harmful purpose; not infringe any third-party intellectual property or other rights; not upload malicious code, viruses, or harmful content; and treat other Users with respect and professionalism.

4.2 Client Obligations

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

4.3 Nerd Obligations

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

5. Confidentiality and Non-Disclosure

5.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one User ("Disclosing Party") to another User ("Receiving Party") in connection with the Platform, including but not limited to: source code, algorithms, and technical specifications; business plans, strategies, and financial information; customer data, user data, and databases; trade secrets and proprietary methodologies; project requirements and deliverables; pricing, rates, and commercial terms; and any information marked as "confidential" or that a reasonable person would understand to be confidential.

5.2 Confidentiality Obligations

The Receiving Party agrees to: hold all Confidential Information in strict confidence; not disclose Confidential Information to any third party without prior written consent; use Confidential Information only for the purpose of performing or receiving services; protect Confidential Information with at least the same degree of care used to protect its own confidential information; and promptly notify the Disclosing Party of any unauthorized disclosure or use.

5.3 Protection of Nerd Methodologies

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

5.4 Protection of Client Code and Data

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

5.5 Duration and Survival

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

5.6 Exceptions

Confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the Receiving Party; was rightfully known to the Receiving Party prior to disclosure; is independently developed without use of Confidential Information; is rightfully obtained from a third party without restriction; or is required to be disclosed by law or court order (with prompt notice to the Disclosing Party where permitted).

6. Intellectual Property

6.1 Work Product Ownership

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

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

6.2 Platform Intellectual Property

SoloNerds.com and its licensors retain all rights in the Platform, including all software, design, trademarks, logos, and content created by us. These Terms grant you no rights to use our intellectual property except as necessary to use the Platform as intended.

6.3 IP Disputes Disclaimer

SoloNerds.com disclaims any liability related to intellectual property disputes between Users, including claims of infringement, misappropriation, ownership disputes, or licensing conflicts. Users agree to resolve such disputes directly with each other.

7. Payments and Fees

The Platform may facilitate payments between Clients and Nerds through third-party payment processors, including Stripe. Payment processing is subject to the terms and policies of the applicable payment processor.

SoloNerds.com may charge platform fees, listing fees, membership fees, or other fees as disclosed on the Platform. All fees are non-refundable unless otherwise stated.

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

8. Disclaimers and Limitation of Liability

8.1 "As Is" Disclaimer

8.2 Limitation of Liability

8.3 Third-Party Services

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

9. Indemnification

You agree to indemnify, defend, and hold harmless SoloNerds.com and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your content, including profiles, listings, reviews, or communications
• Your interactions with other Users, including any disputes
• Any services you provide or receive through the Platform
• Any claim that your content or services infringe third-party rights
• Your breach of confidentiality or non-disclosure obligations

10. Dispute Resolution and Governing Law

10.1 Disputes Between Users

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

10.2 Disputes with SoloNerds.com

Any dispute arising from these Terms or your use of the Platform shall first be addressed through informal negotiation by contacting us at legal@solonerds.com. If informal resolution fails after 30 days, disputes shall be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules, except that either party may seek injunctive relief in court for violations of intellectual property or confidentiality obligations.

10.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

10.4 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of laws principles. For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

11. Termination

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

Upon termination, your right to use the Platform ceases immediately. Sections that by their nature should survive (including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) shall survive termination.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified through the Platform or via email. Your continued use of the Platform after changes constitutes acceptance of the modified Terms. If you do not agree to modified Terms, you must stop using the Platform.

13. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and SoloNerds.com regarding your use of the Platform.

Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

No Waiver: Our failure to enforce any right or provision does not constitute a waiver.

Assignment: You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.