Last updated: Sunday, January 22nd 2023
Terms of Service
Welcome, and thanks for visiting Codemap (Codemap LLC, or as used herein: "Codemap", "We", "Our", or "Us"), owned by Codemap LLC, a company registered in Zagreb, Croatia. When You ("You" individually or the entity that You represent) use the Codemap Service ("Service"), You are agreeing to Our Terms, so please take a few minutes to review the Terms of Service (the "Agreement") below.
By accessing the Service You agree to be bound by this Agreement, and any additional terms referenced herein, including Our applicable Privacy Policy (as may be applicable in your jurisdiction) which sets out the terms in which We process any Personal Data collected from You, or provided to Us. By using Our Service, You consent to such processing and warrant that all data provided by You is accurate, current and complete. If You do not agree to this Agreement, the Privacy Policy, and any other referenced agreements or documentation, You must not access the Service. In Agreeing, You also confirm that You are of legal age to form such an Agreement, have the authority to bind Yourself or the company You represent, and have disclosed all information to Codemap as necessary to perform or commission the Services, including the name of all companies You are associating with. The Service is intended for adults only, and not intended for any persons under the age of 18. Capitalized terms used in this Agreement are as defined throughout this Agreement.
1. Registration
In registering for an account on the Service, You agree to (1) provide true, accurate, current, and complete information about Yourself as prompted by the Service registration form ("Registration Data"), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your account whether performed by You or a third party. If You provide any Content ("Content" means any information that You post, transmit, or submit through Our Service) that is untrue, inaccurate, not current, or incomplete, or Codemap has reasonable grounds to suspect that such Content is untrue, inaccurate, not current, or incomplete, Codemap has the right to suspend or terminate Your account and refuse any and all current or future use of the Service. You agree not to create an account using a false identity or information, or on behalf of someone other than Yourself. You agree that You shall not have more than one account. You agree not to create an account or use the Service if You have been previously removed by Codemap, or if You have been previously banned from the Service. For more specific details on registration please see either the Candidate-Specific Terms ("Candidate" means users, individual experts or agencies, who are seeking project opportunities through Codemap) or Client-Specific Terms ("Client" means a company or individual interested in hiring, or engaging, Candidates).
2. Your Responsibilities
You are responsible for Your use of the Service and for any use of the Service made using Your account. You agree not to access, copy, or otherwise use the Service, including Our intellectual property including trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Codemap. Remember when using Codemap, We ask You to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate Your access to the Service if You violate, or We suspect that You are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to Our Service is contingent on Your agreement to act in a proper manner. When using Our Service You agree that You will not (1) copy, distribute, or disclose any part of the Service , including by way of automated or non-automated "scraping" (2) use any automated systems including "robots" and "spiders" (3) interfere with or compromise Our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on Our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain, externally to Codemap, any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content
For more specific details on Your responsibilities please see either the Candidate-Specific Terms or Client-Specific Terms.
3. Third Party Agents
UNLESS they are providers of ANY type of human capital management, human resource, recruitment, staffing, and/ or talent acquisition services, You may permit third party agents to access, use and/or operate the Service on Your behalf ("Third Party Agents") for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You. If you wish to allow a “Third Party Agent” that is a provider of ANY type of human capital management, human resource, recruitment, staffing, and/ or talent acquisition services to operate the Service on your behalf in ANY manner, you must seek explicit prior approval by Codemap. For such inquiries, please send an email with the request to support@codemap.io or directly to your assigned Codemap Account Manager, if you have been assigned one.
4. Third Party Services
Codemap may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, "Third Party Service(s)") which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Codemap network. Such Third Party Services are provided "AS IS" without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Codemap network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Codemap is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
For additional information regarding how Codemap and these Third Party Services use Your data, please refer to the Privacy Policy.
5. Request Process
5.1. General
Codemap does not act as an agent for the purposes of the Interaction process. Codemap merely provides Candidates a location and the software tools to enable them to find and connect with Clients. Candidates and Clients are solely responsible for any issues arising from the use of the Service. Any agreements created between a Client and a Candidate are not binding on Us. We are not liable for, or obligated to enforce, any agreements between a Client and a Candidate. You will not consider Codemap, nor will Codemap be construed as, a party to such transactions, whether or not Codemap receives some form of remuneration in connection with the transaction, and Codemap will not be liable for any costs or damages arising out of or related to such transactions.
5.2 Client-Specific Process
For more specific details on the Interaction process please see the Client-Specific Terms.
5.3. Candidate-Specific Process
For more specific details on the Interaction process please see the Candidate-Specific Terms.
6. Payments
6.1. For Clients
For more specific details on Payments please see the Client-Specific Terms.
6.2. For Candidates
For more specific details on Payments please see the Candidate-Specific Terms.
6.3. Changes In Fees and Billing Methods
Codemap reserves the right to, at any time, change its fees and billing methods, including to begin charging for services that are currently provided free of charge or to users for whom the service or any of its parts are currently provided to free of charge.
Introduction of any additional and/or new fees, recurring fees, subscriptions, or other charges for using Our Service that may be billed to Clients and/or Candidates will be communicated timely and prior to coming into effect, where the date/time of such communication/s and the effective date/s will be decided upon and set at Codemap's sole discretion. At the time of any changes in Codemap's Fees coming into effect, alongside new Direct Contracts between Clients and Candidates created following the effective date of Fee changes, all Direct Contracts between Clients and Candidates on Codemap will also be subject to the same Fee changes.
7. Limitations On Liability
Codemap is not liable for (1) any content posted by Clients or Candidates on Our Service or Service; (2) contracts, contractual obligations, or other obligations that may arise from a freelance, temporary, full-time employment, part-time employment, or any type of employment, service/ contract or other relationship between Client and Candidate; (3) any review of content posted on Our Service; (4) any damages that result through the use of Our Service; (5) any negative or critical comments that may be posted by Client, Candidate, or other third party through the Service; or (6) any of the Third Party Service(s) You may be provided pursuant to Your use of the Service.
We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on Our Service, although We reserve the right to do so, and to take any other action, in Codemap’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CODEMAP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER OR NOT CODEMAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL CODEMAP BE LIABLE TO A CANDIDATE, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AS A RESULT OF THE CANDIDATE’S USE OF THE SERVICE, INCLUDING ANY OCCURRENCES WHERE THE CANDIDATE MAY BE IDENTIFIED BY A CLIENT AGAINST THE CANDIDATE’S DESIRE AND INSPITE THE SECURITY & PRIVACY INFRASTRUCTURE OF CODEMAP. IN NO EVENT WILL CODEMAP BE LIABLE TO A CLIENT FOR THE COMMISSION FEE OR ANY OTHER FEES PAID BY THE CLIENT BEFORE OR AFTER ACCEPTING A CANDIDATE'S OFFER.
7.1. Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.
8. Confidentiality
8.1. Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible or intangible form and labeled "confidential" or the like, or confirmed as confidential orally or in writing by the disclosing party, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) login credentials; and (2) any information or materials relating to the Service, including pricing/Fee details. Your Confidential Information does not include Your Content.
8.2. Protection
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.
8.3. Exceptions
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
8.4. Continuing Obligations
You agree to keep all information gained from using Our Service confidential; You agree that (1) You will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) You will not disclose the names or identities of any Candidates or Clients; AND (3) You will take appropriate physical, technical and administrative measures to protect content You obtain through use of the Service and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers, or contractor opportunities which You become aware of through Our Service.
9. Intellectual Property Rights
The design of the Service along with Codemap-created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Codemap, subject to copyright and other intellectual property rights under EU and foreign laws and international conventions. Codemap reserves all rights in and to the Service. You agree to not engage in the use, copying, reproduction by any means and in any form, in part or in whole, in the translation, adaptation, arrangement and any other alteration and the reproduction of the results thereof, or distributing any content contained within the Service or through the Service unless We have given You express written permission to do so.
10. Licensing To Codemap
We reserve the right to display advertisements in connection with the Content related to your company and/ or profile on Codemap. We are not required to host, display, or distribute any of the Content and We may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Codemap at any time. By submitting any Content to Us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described above. Finally, You represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Service You will be exposed to content from a variety of sources, and that Codemap is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Codemap. You further understand and acknowledge that You may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Codemap Parties with respect thereto, and agree to indemnify and hold the Codemap Parties harmless to the fullest extent allowed by law regarding all matters related to Your use of the Service.
11. Disclaimer Of Warranties
THE SERVICE IS PROVIDED TO YOU AS IS. CODEMAP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/ OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE CODEMAP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE.
12. Indemnity
You agree to defend and indemnify the Codemap Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or in relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) Your violation of law or Your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Codemap Parties are employers or related employers of any Candidate, contractor/freelance employed, or retained by a Client. You may not settle or compromise any Infringement Claim without Our prior written consent.
13. General
13.1. Communications Decency Act
Codemap asks that You please be respectful when communicating with others through the Service. Codemap is and will not be liable for any content posted on Our Service. Codemap may, but has no obligation to, monitor or review any content on the Service. Although We may choose to edit or delete any content We determine to be defamatory. We are not required to, and reserve all defenses for such content made available to us by any applicable laws, rules, and/ or regulations.
13.2. Notices
We take copyright infringement very seriously and accordingly it is Our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Codemap by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if You believe that Your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide us with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that You claim has been infringed; (3) a description of the material that You claim is infringing and a description of the location on the Service of the material that You claim is infringing; (4) Your address, telephone number and e-mail address; (5) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the notice of claims of copyright infringement is as follows: e-mail: support@codemap.io
13.3. Compliance and Choice Of Law
This Agreement and all disputes arising hereunder will be governed by and interpreted in accordance with the laws of the jurisdiction in which the defendant is located without giving effect to the principles of conflict of laws. The parties hereby consent to and agree that the competent courts shall have the sole and exclusive jurisdiction to resolve all such disputes.
13.4. Force Majeure
You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.
13.5. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Codemap shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
13.6. Non-waiver
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or of any applicable law will not be construed as Our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
13.7. Termination
We may suspend the Service or Your account or any other provision of services to You, and We may terminate this Agreement, at Our discretion without explanation and notice, though We will strive to provide a timely explanation, if possible. In the event of Your breach of any terms or obligations contained in the preamble, the body of this Agreement, the Client -Specific Terms, Candidate-Specific Terms, or Our Privacy Policy, payment terms or obligations, or any other policy, or general terms, with respect to the use of the Service, We will aim to notify You of such breach, and in the event the breach can be cured, provide You with thirty (30) days to cure such a breach. If such a breach remains uncured, We will terminate this Agreement with You as set forth herein. If You wish to terminate this Agreement, You may do so by notifying Codemap at any time and by closing Your account for the Service. Your notice should be sent in accordance with Article 13.9. "Notice" below. Termination of the Agreement may result in the immediate deletion of any or all of Your Content. Codemap will not have any liability whatsoever to You for any suspension or termination, including for deletion of Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, Fee provisions, warranty disclaimers, indemnity and limitations of liability.
13.8. Assignment
You may not sell, transfer, or assign Your rights and/or obligations under this Agreement to any other party without Our prior and explicit written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our sole discretion.
13.9. Notice
Where Codemap requires that You provide an e-mail address, You are responsible for providing Codemap with Your most current e-mail address. In the event that the last e-mail address You provided to Codemap is not valid, or for any reason is not capable of delivering to You any notices required or permitted by this Agreement, Codemap’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Codemap at the following address: support@codemap.io. Such notice shall be deemed given when received by Codemap.
13.10. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
13.11. Electronic Communications
The communications between You and Codemap use electronic means, whether You visit the Service or send Codemap e-mails, or whether Codemap posts notices on the Service or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Codemap in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Codemap provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Your statutory rights.
13.12. Modifications
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY CODEMAP IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available at the Service. We will also update the "Last Revised" date at the top of the Agreement. YOU AGREE TO REGULARLY CHECK THE SERVICE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
14. Client-Specific Terms
14.1. Description of Service For Clients
As a Client, You have the opportunity to find qualified Candidates on the Service. You may submit Requests ("Requests") to Candidates on Our Service that You feel may be a fit for Your project, task, or coaching request. Fees (as defined in Article 14.4. below) will only be collected from You in accordance herein after You have successfully accepted a Candidate's Offer ("Offer") through Our Service. Accepting a Candidates Offer through the Service creates a Direct Contract ("Direct Contract") between a Client and a Candidate. Codemap is not a party to any Direct Contract or bears any responsibility or liability whatsoever for the terms of the Direct Contracts created between Clients and Candidates. Codemap explicitly and entirely waives any responsibility and/or liability for potential changes in the pricing/cost of Direct Contracts created with Candidates, where Codemap's fees are non-refundable. Refunding any collected Fees is at the sole discretion of Codemap. By accepting the terms of this Agreement you provide your consent to these provisions. YOU UNDERSTAND THAT CODEMAP DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATES, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACTING OF ANY CANDIDATE, INDIVIDUAL EXPERT OR AGENCY.
14.2. Registration for Clients
In order to use Codemap as a Client You must also register. Registration is free. When registering We may ask You for additional information related to Your company and the profiles of Candidates You are looking for. We may also allow You to use a third party service to register. We will review the information that You provided to us during the registration process and any other information that is publicly available. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Service. If Your registration is accepted, You will be allowed to engage with, and make Requests to, Candidates that have created their profiles on Codemap as well as create Projects ("Project"), receive Proposals ("Proposal") and Offers ("Offer"), and accept Offers on Our Service, thereby creating Direct Contracts with ("Direct Contract") Candidates.
14.3. Offers & Direct Contracts - Client’s Role & Obligations
When a Client accepts an Offer from a Candidate on Codemap, a Direct Contract is created between a Client and a Candidate as a provider of the service. You understand and agree that Codemap is not a party to any Direct Contract, is not involved in or responsible for any work performed by a Candidate, is not involved in or responsible for any payment made under a Direct Contract or for a Project, and has no control over any Candidate or Client. Codemap does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract or Project, select or contract any Candidate to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Candidate or Client to accept any Direct Contract or perform any services.
You explicitly agree to NOT collect or use any of the Candidate information you were provided access to via the Service to solicit Candidates on the Service for any purpose whatsoever.
14.4. Fees
For the purposes of this Agreement, "Fee" shall refer to Codemap’s then-current prevailing list price for all payments via the Service related to a Project or a Direct Contract created between a Client and a Candidate, individual expert or agency. As part of each payment to a Candidate under a Direct Contract, a Client agrees to pay the Fees charged to the Client's payment method in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
Any attempt by a Client to process payments for work delivered by Candidates hired on Codemap outside of Our Service, with or without a Direct Contract in place, are strictly prohibited and may result in a temporary ban, a permanent removal of your Codemap Client account, and legal action against You.
IF YOU ARE A CLIENT who is using Our Service, You agree to the Fee provisions, and the fees, charges, and billing terms in effect at the time the Fee is due and payable. If You do not agree with any of the provisions of this Agreement, please terminate Your account immediately and cease using Codemap. YOUR OBLIGATION TO PAY ANY FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
14.5. Payment for Clients
The Client is obligated to ONLY use the Service to hire any Candidate that was introduced to the client through the Service, by accepting Offers and creating Direct Contracts with a Candidate exclusively through the Service. After a Direct Contract is created between a Client and a Candidate, as a Client you explicitly agree to make all payments related to the Direct Contract and/or Project through the Service, including paying Codemap's Fee.
The Client is explicitly forbidden to hire Candidates for additional work off the Service for 36 months after a Qualified Introduction or after creating a Direct Contract with a Candidate. Any work performed by the Candidate within 36 months from the date of creation of the first Direct Contract must be paid exclusively via Codemap, under the same Direct Contract or by forming a new Direct Contract with the Candidate.
14.6. Payment Processing
All payments made by Clients on Codemap are processed by Stripe Inc., Codemap's payment-processing partner, which offers a secure payment gateway and infrastructure for international payments and payouts. While Codemap offers payments and a form of escrow via Stripe Inc. as part of its Service, you understand and agree that Codemap is not responsible for or guarantees any payments from the Client to be processed or received by a Candidate. As a Client, you agree to pay the Fees charged to your provided payment method in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
14.7. Dispute-management and Refunds for Clients
Each payment made by a Client on Codemap comes with a 12-day grace period within which a Client can dispute a payment, ask a Candidate to rectify the delivered and paid work, or request a refund from Codemap. In case of a refund request issued within the 12-day grace period from the recorded date/time of payment, in which the Candidate is not able to pay out funds to their bank account, Codemap will evaluate every such request on a case-by-case basis and issue a refund if deemed due, considering your complaints regarding the delivered work and the terms of the Direct Contract that had been created with the respective Candidate via Codemap. As a Client, you agree that refunds are issued at the sole discretion of Codemap directly from the Candidate, where Codemap is not a payer or a payee in any transaction. You understand and agree that, while Codemap may choose to do so, Codemap has the right to NOT issue a refund for its service Fee applied to any payment you have made via the Service, whether or not a refund request from a Client was received within or following the 12-day grace period.
If a refund request is issued by a Client following 12 days from the recorded date/time of payment, Codemap will still evaluate the refund request and ask from the Candidate to provide a refund, if deemed due solely at the discretion of Codemap. If the Candidate refuses to provide a refund when requested after the 12-day grace period following the recorded date/time of payment, the payment will not be refunded to the Client, while further penalizing action may be taken by Codemap against the Candidate and the standing of their provider profile on Codemap.
As a Client, you agree that Codemap has the right to NOT provide a refund for any Client refund request, whether or NOT the refund request had been received within 12 days from the recorded date/time of payment, and that refunds are issued at the sole discretion of Codemap, directly from a Candidate's Codemap wallet and Stripe connected account, or a Candidate's bank account.
Codemap is in no way liable for but will also get involved in any other types of disputes between a Client and a Candidate, if so requested by a Client or the Candidate, with the aim of achieving amicable resolution between a Client and a Candidate.
In order to be eligible for refunds and dispute-management support by Codemap, as a Client you MUST have a Direct Contract in place with a Candidate and a record of all payments on Codemap related to the respective Direct Contract. Codemap will not evaluate any refunds requests or disputes without these conditions being met.
In case a Client is not satisfied with a Candidate following a created Direct Contract, if requested by a Client, Codemap will offer to replace the initial Candidate with another Candidate suitable for the project, regardless of whether or not a refund request was issued and a refund provided for any payments under the Direct Contract with the initial Candidate. As a Client, you understand and agree that Codemap has no obligation to replace any Candidate you hired through the Service and created a Direct Contract in with, but can do so at its sole discretion, if requested by a Client.
14.8. Communications
You agree to keep all communications with Candidates on Codemap on the Service, including text messages, documents/attachments, offer requests, offers, contracts, payment requests, timesheets, invoices, and payments. Using other services for text-based communication is strictly prohibited, including e-mail, whereas e-mails can be shared only if needed to schedule video meetings as part of service provision by Candidates, being experts and agencies on Codemap. Using third-party video/audio meeting software is also only allowed if necessary as part of service provision.
15. Candidate-Specific Terms
15.1. Description Of Service For Candidates
Codemap is an online service that connects Candidates with Clients through an Introduction Request (“Request”) and Proposal ("Proposal") process for Candidate’s services. Candidates have an opportunity to find work with a Client with transparency as to the work description and compensation in each Request or Project. Candidates send Offers containing the details of the service to clients via the Service. Once a Client accepts on Offer, a Direct Contract is created between a Candidate and a Client. As a Candidate, for any work performed for Clients, you are obliged to always send Offers via Our Service to Clients that were introduced to you on Codemap beforehand. Any work performed for Clients that were introduced to Candidates via Codemap must be on the basis of a Direct Contract created between a Client and a Candidate once a Client accepts a Candidate's Offer. In order to be able to use Codemap as an approved Candidate, you must have a Stripe connected account in order to be able to receive payments and make payouts, which Codemap will provide as part of its partnership with Stripe Inc. If you do not wish to, are unable to use Stripe Inc., or Stripe Inc's service is not available in your country, you will not be able to use Codemap.
As a Candidate, you agree to pay Codemap's Fee that is applied to payments you receive from Clients on Codemap and you agree to pay the Fees charged to you in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
By accepting this Agreement, you consent to transparency and to maintaining ethical standards in your discussions and dealings with clients as well as in sharing Offers and creating Direct Contracts with Clients through Codemap. You are expected to share valid estimates in your Offers to Clients and deliver the work at the costs agreed via your Direct Contracts with Clients. If estimated costs from your Direct Contract with a Client change during the course of the project, you are expected to apply fair and ethical principles when discussing potential price changes with Clients and to the best of your ability aim to deliver projects at the prices stated in your Direct Contract with a Client.
15.2. Registration For Candidates
In order to use Codemap as a Candidate You must register and create a profile. The use of the Service is free for Candidates. When registering with Codemap, We may require You to provide us information such as Your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, You agree to provide us with any other identifying documents that We may request. We will review the information that You provide to us during the registration process and We may also review any other information about You that is publicly available. We reserve the right, in Our sole discretion and for any reason whatsoever, to accept or reject Your registration to use Our Service and at any point in time to terminate your account and Candidate Profile on Codemap. If Your registration is accepted, You may be prompted to complete a screening call with an employee of Codemap and/or undergo further background checks at Codemap’s sole discretion. If your credentials and experience as well as level of qualification are deemed suitable by Codemap through the screening and/or background-checking process, You will be allowed to use Our Service.
15.3. Offers & Direct Contracts - Candidate’s Role & Obligations
After a Candidate has registered and created a profile on Codemap, they will be able to receive Requests from Clients as well as share Proposals and Offers, and create Direct Contracts with Clients. As a Candidate using Codemap, you are explicitly forbidden to ask clients to pay for delivered work and performed services outside of Codemap, and you agree to have a Direct Contract in place for all work with Clients that were introduced to you via Codemap.
You understand and agree that Codemap is not a party to any Direct Contract, is not involved in or responsible for any work performed by you as a Candidate, is not involved in or responsible for any payment made under a Direct Contract or for a Project, and has no control over any Candidate or Client. Codemap does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract or Project, select or contract any Candidate to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Candidate or Client to accept any Direct Contract or perform any services.
As a Candidate with an approved Codemap account, you provide your explicit consent and agree to:
1. Provide accurate and truthful information in your registration, profile, account, Proposals, Offers and in any and all content you create on Our Service
2. Communicate with Clients you were introduced to on Our Service exclusively through Codemap, whereas any communication outside of Our Service is allowed ONLY if required to perform the service, including and limited to video-meeting platforms, telephone calls, and text messages. You also agree to uphold professional and ethical standards in all your communication and dealings with Clients.
3. You explicitly agree to contract any and all work with Clients by sending Offers via Codemap, and having a Direct Contract in place for all work performed for any Client that had been introduced to you as a Candidate on Codemap
4. For requesting and receiving any and all payments from Clients that hired you through Our Service, you explicitly agree to send Clients payment requests and timesheets, for fixed-price and hourly Direct Contracts respectively, and have a connected Stripe account prior to sending any Offers and creating any Direct Contracts with Clients on Codemap
5. You explicitly agree to use Codemap's Offer process and have Direct Contracts in place with Clients for any and all work contracted with and performed for a Client for a minimum of 36 months from the date/time of the first Qualified Introduction with that respective Client or from the date/time of the creation of the Direct Contract with a Client
6. You explicitly agree to NOT circumvent Codemap by evading the Offer process, and to NOT avoid creating Direct Contracts with Clients and receiving all payments from Clients for performed work under a Direct Contract through Codemap
7. You explicitly agree to report to support@codemap.io any Client requesting from you as a Candidate to avoid the Codemap Offer process, creating a Direct Contract, or paying for your work as a Candidate outside of Codemap
8. You explicitly agree to NOT share and/or publicly distribute or disseminate any information about Our Service that is considered confidential within the provisions of this agreement and our Privacy Policy, including but not limited to Candidate data, Client data, Project information, screenshots, videos, pricing information, Codemap's Fees, and details of our screening and approval processes for Candidates and/or Clients
9. You explicitly agree to not create more than one account on the Service, irrespective of the account type
10. You explicitly agree to NOT collect or use any of the Client and/or Candidate information you were provided access to via the Service to solicit Candidates and/or Clients on the Service for any purpose whatsoever
11. You agree to NOT hold Codemap responsible for any outcomes resulting from your dealings and relationships with Clients and from Direct Contracts with Clients, on or off Codemap, and consent to Codemap's waving of any and all legal, financial, or other liability and/or responsibility in relation to your interaction with Clients you have been introduced to on the Service
12. By using Codemap, you guarantee that all work performed for clients is performed by yourself individually and personally with no exception, if your account is registered as "Freelance expert"; if your account is registered as "Agency", you guarantee that all work is perfomed by members of your team which you have a close and a trustworthy working relationship with, and that your agency fully manages any project obtained via Codemap "in-house" in its entirety, with no lead referrals, outsourcing, or sub-contracting of any kind and for any reason whatsoever, with no exception
15.4 Fees
Codemap collects a Fee as a portion of a Candidate's earnings per each Direct Contract with a Client. As a Candidate, you explicitly agree to paying Codemap's Fees and to sending all payment requests and timesheets, for both fixed-price and hourly Direct Contracts respectively, to Clients via Codemap, as well as receiving all payments from Clients through Codemap. Attempting to circumvent and evade Codemap's Fees in any way whatsoever may result in a temporary ban, a permanent removal of your account from Codemap, or legal action against you.
15.5. Payment processing, Invoices, Payouts, and Taxes
All payments made by Clients on Codemap are processed by Stripe Inc., Codemap's payment-processing partner, which offers a secure payment gateway and infrastructure for international payments. While Codemap offers payments and a form of escrow via Stripe Inc. as part of its Service, you agree that Codemap is not responsible for or guarantees any payments from the Client to be processed or received by a Candidate, or any payouts to be made to a Candidate via Codemap or via Stripe Inc. Codemap has no responsibility for payment failures, receipts of payments, or failures related to payouts, all of which are provided via Stripe Inc's payment infrastructure. As a Candidate, you agree to pay the Fees charged to your Stripe connected account in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
Payouts on Codemap are automatically scheduled to be sent directly from your Codemap wallet to your bank account. Each payment made by a Client will immediately land into your Codemap wallet (and Stripe connected account) and will be scheduled for payout in 12 days following the date/time of payment. Before the 12-day grace period expires, funds will not yet be paid out to your bank account. Twelve (12) days after a payment by a Client, and provided there hasn't been a refund request by the Client for the respective payment within the 12-day grace period, funds will be automatically routed directly to your bank account, as per the details provided to Stripe Inc. during your onboarding to Codemap. This process is repeated for any and all payments you receive via Codemap.
While Codemap generates invoices on your behalf as valid proof of your work via Codemap, you understand and agree that Codemap is not a payer or the payee in any transaction via Codemap and has no responsibility for the validity of these invoices from the perspective of the respective authorities in the country from which you are doing business, are incorporated, and/or in which you reside. As a Candidate, you are solely and exclusively responsible for your income statements, tax invoices, and taxes, whereas Codemap has no responsibility for, involvement in these activities, or liability for any consequences to you personally or to your business that may result therefrom.
15.6. Dispute-management and refunds for Candidates
In case of a refund request by a Client for one or more payments made to you under a Direct Contract created on Codemap, Codemap will evaluate on a case-by-case basis and make a final decision on whether or not a refund is justified. While Codemap will carefully consider all your feedback and input regarding your project experience and the reasons for the dispute, you agree to refunds being made solely at the discretion of Codemap. In case Codemap's decision is to issue a refund to a client, the requested amount will be fully refunded by Codemap within the 12-day grace period directly from your Codemap wallet (and Stripe connected account), whereas Codemap has the right to also refund the Fee charged to you at its sole discretion. If the refund request is received by the Client after more than 12 days from the recorded date/time of payment, Codemap will still perform its evaluation and has the right to request a refund from you directly from your bank account, if deemed due and justified.
Failure to refund a payment to a Client after Codemap's careful consideration and such direction received by Codemap may result in a temporary ban or a permanent removal of your Codemap Candidate account, or other penalizing measures for the standing of your Candidate account on Codemap.
In case of owed payments by a Client or any other types of disputes, and if requested by a Candidate or a Client, Codemap will get involved, aim to achieve amicable resolution and ensure you are paid in full for your work, if deemed justified and if that work was delivered in line with the terms of your Direct Contract with a Client on Codemap. You understand and agree that Codemap has no control over Clients, no responsibility, and no liability whatsoever for payments made and/or owed by Clients, or for any other disputes that may arise out of a Candidate's relationship with a Client on Codemap. Any dispute-management by Codemap, including that related to payments owed by Clients, comes at the sole discretion of Codemap. As a Candidate, you agree that Codemap has no responsibility for and has the right to decline and NOT get involved in any disputes arising between a Candidate and a Client, including those disputes related to payments owed by a Client to a Candidate.
BREACHING ANY OF THE PROVISIONS STATED IN ARTICLE 15 MAY RESULT IN THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AT ANY TIME, OR LEGAL ACTION AGAINST YOU. IF YOU DO NOT AGREE AND CONSENT TO ANY ONE OF THE TERMS AND PROVISIONS IN ARTICLE 15 OR IN THIS AGREEMENT AS A WHOLE, DO NOT CREATE A CODEMAP ACCOUNT, OR IMMEDIATELY REQUEST A DELETION OF YOUR EXISTING ACCOUNT AT SUPPORT@CODEMAP.IO.
15.7. Communications
You agree to keep all communications with Clients on Codemap on the Service, including text messages, documents/attachments, offers, contracts, payment requests, timesheets, invoices, and payments. Using other services for text-based communication is strictly prohibited, including e-mail, whereas e-mails can be shared only if needed to schedule video meetings as part of service provision. Using third-party video/audio meeting software is also only allowed if necessary as part of service provision.
16. Digital Signatures
By clicking to send an Offer or to accept an Offer and create a Direct Contract, Client and Candidate are deemed to have executed this Agreement electronically, effective on the date a Client clicks to accept an Offer and creates a Direct Contract, hourly or fixed-price, pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended periodically (the "E-Sign Act"). Doing so constitutes acknowledgement that a Client and a Candidate agree to conduct the transaction electronically.
17. Classification and Relationship
Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Codemap does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Codemap does not set work hours, location of any work pursuant to any contractor relationships. Codemap will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a Project.
17.1. Indemnification
In addition to the indemnification obligations set forth in the Terms of Service, Client and Candidate agree to indemnify, hold harmless and defend Codemap from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Candidate's representations and warranties, from the death or injury of any person or persons, including employees of Client or Candidate, or from damage or destruction of any work or properties, attributable to or resulting from Candidate’s engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Codemap was an employer or joint employer of a Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits required by law.
18. False Information, Plagiarism, Scraping/mining, Stealing Data
It is strictly forbidden to create false accounts, false accounts on behalf of third parties without their consent, false accounts or Projects with the aim of obtaining access to Codemap and gathering information and/or intelligence with the purposes of replicating Codemap’s product and/or technology or any of it’s parts as well as obtaining private data about our Clients, Candidates, or Projects for the purposes of solicitation for any reason whatsoever. Doing so is considered to be a strict violation of Codemap’s Terms of Service and may result in the termination of your account and legal action against you.
Welcome, and thanks for visiting Codemap (Codemap LLC, or as used herein: "Codemap", "We", "Our", or "Us"), owned by Codemap LLC, a company registered in Zagreb, Croatia. When You ("You" individually or the entity that You represent) use the Codemap Service ("Service"), You are agreeing to Our Terms, so please take a few minutes to review the Terms of Service (the "Agreement") below.
By accessing the Service You agree to be bound by this Agreement, and any additional terms referenced herein, including Our applicable Privacy Policy (as may be applicable in your jurisdiction) which sets out the terms in which We process any Personal Data collected from You, or provided to Us. By using Our Service, You consent to such processing and warrant that all data provided by You is accurate, current and complete. If You do not agree to this Agreement, the Privacy Policy, and any other referenced agreements or documentation, You must not access the Service. In Agreeing, You also confirm that You are of legal age to form such an Agreement, have the authority to bind Yourself or the company You represent, and have disclosed all information to Codemap as necessary to perform or commission the Services, including the name of all companies You are associating with. The Service is intended for adults only, and not intended for any persons under the age of 18. Capitalized terms used in this Agreement are as defined throughout this Agreement.
1. Registration
In registering for an account on the Service, You agree to (1) provide true, accurate, current, and complete information about Yourself as prompted by the Service registration form ("Registration Data"), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your account whether performed by You or a third party. If You provide any Content ("Content" means any information that You post, transmit, or submit through Our Service) that is untrue, inaccurate, not current, or incomplete, or Codemap has reasonable grounds to suspect that such Content is untrue, inaccurate, not current, or incomplete, Codemap has the right to suspend or terminate Your account and refuse any and all current or future use of the Service. You agree not to create an account using a false identity or information, or on behalf of someone other than Yourself. You agree that You shall not have more than one account. You agree not to create an account or use the Service if You have been previously removed by Codemap, or if You have been previously banned from the Service. For more specific details on registration please see either the Candidate-Specific Terms ("Candidate" means users, individual experts or agencies, who are seeking project opportunities through Codemap) or Client-Specific Terms ("Client" means a company or individual interested in hiring, or engaging, Candidates).
2. Your Responsibilities
You are responsible for Your use of the Service and for any use of the Service made using Your account. You agree not to access, copy, or otherwise use the Service, including Our intellectual property including trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Codemap. Remember when using Codemap, We ask You to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate Your access to the Service if You violate, or We suspect that You are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to Our Service is contingent on Your agreement to act in a proper manner. When using Our Service You agree that You will not (1) copy, distribute, or disclose any part of the Service , including by way of automated or non-automated "scraping" (2) use any automated systems including "robots" and "spiders" (3) interfere with or compromise Our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on Our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain, externally to Codemap, any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content
For more specific details on Your responsibilities please see either the Candidate-Specific Terms or Client-Specific Terms.
3. Third Party Agents
UNLESS they are providers of ANY type of human capital management, human resource, recruitment, staffing, and/ or talent acquisition services, You may permit third party agents to access, use and/or operate the Service on Your behalf ("Third Party Agents") for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You. If you wish to allow a “Third Party Agent” that is a provider of ANY type of human capital management, human resource, recruitment, staffing, and/ or talent acquisition services to operate the Service on your behalf in ANY manner, you must seek explicit prior approval by Codemap. For such inquiries, please send an email with the request to support@codemap.io or directly to your assigned Codemap Account Manager, if you have been assigned one.
4. Third Party Services
Codemap may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, "Third Party Service(s)") which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Codemap network. Such Third Party Services are provided "AS IS" without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Codemap network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Codemap is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
For additional information regarding how Codemap and these Third Party Services use Your data, please refer to the Privacy Policy.
5. Request Process
5.1. General
Codemap does not act as an agent for the purposes of the Interaction process. Codemap merely provides Candidates a location and the software tools to enable them to find and connect with Clients. Candidates and Clients are solely responsible for any issues arising from the use of the Service. Any agreements created between a Client and a Candidate are not binding on Us. We are not liable for, or obligated to enforce, any agreements between a Client and a Candidate. You will not consider Codemap, nor will Codemap be construed as, a party to such transactions, whether or not Codemap receives some form of remuneration in connection with the transaction, and Codemap will not be liable for any costs or damages arising out of or related to such transactions.
5.2 Client-Specific Process
For more specific details on the Interaction process please see the Client-Specific Terms.
5.3. Candidate-Specific Process
For more specific details on the Interaction process please see the Candidate-Specific Terms.
6. Payments
6.1. For Clients
For more specific details on Payments please see the Client-Specific Terms.
6.2. For Candidates
For more specific details on Payments please see the Candidate-Specific Terms.
6.3. Changes In Fees and Billing Methods
Codemap reserves the right to, at any time, change its fees and billing methods, including to begin charging for services that are currently provided free of charge or to users for whom the service or any of its parts are currently provided to free of charge.
Introduction of any additional and/or new fees, recurring fees, subscriptions, or other charges for using Our Service that may be billed to Clients and/or Candidates will be communicated timely and prior to coming into effect, where the date/time of such communication/s and the effective date/s will be decided upon and set at Codemap's sole discretion. At the time of any changes in Codemap's Fees coming into effect, alongside new Direct Contracts between Clients and Candidates created following the effective date of Fee changes, all Direct Contracts between Clients and Candidates on Codemap will also be subject to the same Fee changes.
7. Limitations On Liability
Codemap is not liable for (1) any content posted by Clients or Candidates on Our Service or Service; (2) contracts, contractual obligations, or other obligations that may arise from a freelance, temporary, full-time employment, part-time employment, or any type of employment, service/ contract or other relationship between Client and Candidate; (3) any review of content posted on Our Service; (4) any damages that result through the use of Our Service; (5) any negative or critical comments that may be posted by Client, Candidate, or other third party through the Service; or (6) any of the Third Party Service(s) You may be provided pursuant to Your use of the Service.
We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on Our Service, although We reserve the right to do so, and to take any other action, in Codemap’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CODEMAP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER OR NOT CODEMAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL CODEMAP BE LIABLE TO A CANDIDATE, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AS A RESULT OF THE CANDIDATE’S USE OF THE SERVICE, INCLUDING ANY OCCURRENCES WHERE THE CANDIDATE MAY BE IDENTIFIED BY A CLIENT AGAINST THE CANDIDATE’S DESIRE AND INSPITE THE SECURITY & PRIVACY INFRASTRUCTURE OF CODEMAP. IN NO EVENT WILL CODEMAP BE LIABLE TO A CLIENT FOR THE COMMISSION FEE OR ANY OTHER FEES PAID BY THE CLIENT BEFORE OR AFTER ACCEPTING A CANDIDATE'S OFFER.
7.1. Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.
8. Confidentiality
8.1. Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible or intangible form and labeled "confidential" or the like, or confirmed as confidential orally or in writing by the disclosing party, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) login credentials; and (2) any information or materials relating to the Service, including pricing/Fee details. Your Confidential Information does not include Your Content.
8.2. Protection
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.
8.3. Exceptions
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
8.4. Continuing Obligations
You agree to keep all information gained from using Our Service confidential; You agree that (1) You will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) You will not disclose the names or identities of any Candidates or Clients; AND (3) You will take appropriate physical, technical and administrative measures to protect content You obtain through use of the Service and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers, or contractor opportunities which You become aware of through Our Service.
9. Intellectual Property Rights
The design of the Service along with Codemap-created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Codemap, subject to copyright and other intellectual property rights under EU and foreign laws and international conventions. Codemap reserves all rights in and to the Service. You agree to not engage in the use, copying, reproduction by any means and in any form, in part or in whole, in the translation, adaptation, arrangement and any other alteration and the reproduction of the results thereof, or distributing any content contained within the Service or through the Service unless We have given You express written permission to do so.
10. Licensing To Codemap
We reserve the right to display advertisements in connection with the Content related to your company and/ or profile on Codemap. We are not required to host, display, or distribute any of the Content and We may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Codemap at any time. By submitting any Content to Us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described above. Finally, You represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Service You will be exposed to content from a variety of sources, and that Codemap is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Codemap. You further understand and acknowledge that You may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Codemap Parties with respect thereto, and agree to indemnify and hold the Codemap Parties harmless to the fullest extent allowed by law regarding all matters related to Your use of the Service.
11. Disclaimer Of Warranties
THE SERVICE IS PROVIDED TO YOU AS IS. CODEMAP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/ OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE CODEMAP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE.
12. Indemnity
You agree to defend and indemnify the Codemap Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or in relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) Your violation of law or Your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Codemap Parties are employers or related employers of any Candidate, contractor/freelance employed, or retained by a Client. You may not settle or compromise any Infringement Claim without Our prior written consent.
13. General
13.1. Communications Decency Act
Codemap asks that You please be respectful when communicating with others through the Service. Codemap is and will not be liable for any content posted on Our Service. Codemap may, but has no obligation to, monitor or review any content on the Service. Although We may choose to edit or delete any content We determine to be defamatory. We are not required to, and reserve all defenses for such content made available to us by any applicable laws, rules, and/ or regulations.
13.2. Notices
We take copyright infringement very seriously and accordingly it is Our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Codemap by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if You believe that Your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide us with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that You claim has been infringed; (3) a description of the material that You claim is infringing and a description of the location on the Service of the material that You claim is infringing; (4) Your address, telephone number and e-mail address; (5) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the notice of claims of copyright infringement is as follows: e-mail: support@codemap.io
13.3. Compliance and Choice Of Law
This Agreement and all disputes arising hereunder will be governed by and interpreted in accordance with the laws of the jurisdiction in which the defendant is located without giving effect to the principles of conflict of laws. The parties hereby consent to and agree that the competent courts shall have the sole and exclusive jurisdiction to resolve all such disputes.
13.4. Force Majeure
You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.
13.5. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Codemap shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
13.6. Non-waiver
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or of any applicable law will not be construed as Our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
13.7. Termination
We may suspend the Service or Your account or any other provision of services to You, and We may terminate this Agreement, at Our discretion without explanation and notice, though We will strive to provide a timely explanation, if possible. In the event of Your breach of any terms or obligations contained in the preamble, the body of this Agreement, the Client -Specific Terms, Candidate-Specific Terms, or Our Privacy Policy, payment terms or obligations, or any other policy, or general terms, with respect to the use of the Service, We will aim to notify You of such breach, and in the event the breach can be cured, provide You with thirty (30) days to cure such a breach. If such a breach remains uncured, We will terminate this Agreement with You as set forth herein. If You wish to terminate this Agreement, You may do so by notifying Codemap at any time and by closing Your account for the Service. Your notice should be sent in accordance with Article 13.9. "Notice" below. Termination of the Agreement may result in the immediate deletion of any or all of Your Content. Codemap will not have any liability whatsoever to You for any suspension or termination, including for deletion of Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, Fee provisions, warranty disclaimers, indemnity and limitations of liability.
13.8. Assignment
You may not sell, transfer, or assign Your rights and/or obligations under this Agreement to any other party without Our prior and explicit written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our sole discretion.
13.9. Notice
Where Codemap requires that You provide an e-mail address, You are responsible for providing Codemap with Your most current e-mail address. In the event that the last e-mail address You provided to Codemap is not valid, or for any reason is not capable of delivering to You any notices required or permitted by this Agreement, Codemap’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Codemap at the following address: support@codemap.io. Such notice shall be deemed given when received by Codemap.
13.10. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
13.11. Electronic Communications
The communications between You and Codemap use electronic means, whether You visit the Service or send Codemap e-mails, or whether Codemap posts notices on the Service or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Codemap in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Codemap provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Your statutory rights.
13.12. Modifications
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY CODEMAP IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available at the Service. We will also update the "Last Revised" date at the top of the Agreement. YOU AGREE TO REGULARLY CHECK THE SERVICE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
14. Client-Specific Terms
14.1. Description of Service For Clients
As a Client, You have the opportunity to find qualified Candidates on the Service. You may submit Requests ("Requests") to Candidates on Our Service that You feel may be a fit for Your project, task, or coaching request. Fees (as defined in Article 14.4. below) will only be collected from You in accordance herein after You have successfully accepted a Candidate's Offer ("Offer") through Our Service. Accepting a Candidates Offer through the Service creates a Direct Contract ("Direct Contract") between a Client and a Candidate. Codemap is not a party to any Direct Contract or bears any responsibility or liability whatsoever for the terms of the Direct Contracts created between Clients and Candidates. Codemap explicitly and entirely waives any responsibility and/or liability for potential changes in the pricing/cost of Direct Contracts created with Candidates, where Codemap's fees are non-refundable. Refunding any collected Fees is at the sole discretion of Codemap. By accepting the terms of this Agreement you provide your consent to these provisions. YOU UNDERSTAND THAT CODEMAP DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATES, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACTING OF ANY CANDIDATE, INDIVIDUAL EXPERT OR AGENCY.
14.2. Registration for Clients
In order to use Codemap as a Client You must also register. Registration is free. When registering We may ask You for additional information related to Your company and the profiles of Candidates You are looking for. We may also allow You to use a third party service to register. We will review the information that You provided to us during the registration process and any other information that is publicly available. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Service. If Your registration is accepted, You will be allowed to engage with, and make Requests to, Candidates that have created their profiles on Codemap as well as create Projects ("Project"), receive Proposals ("Proposal") and Offers ("Offer"), and accept Offers on Our Service, thereby creating Direct Contracts with ("Direct Contract") Candidates.
14.3. Offers & Direct Contracts - Client’s Role & Obligations
When a Client accepts an Offer from a Candidate on Codemap, a Direct Contract is created between a Client and a Candidate as a provider of the service. You understand and agree that Codemap is not a party to any Direct Contract, is not involved in or responsible for any work performed by a Candidate, is not involved in or responsible for any payment made under a Direct Contract or for a Project, and has no control over any Candidate or Client. Codemap does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract or Project, select or contract any Candidate to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Candidate or Client to accept any Direct Contract or perform any services.
You explicitly agree to NOT collect or use any of the Candidate information you were provided access to via the Service to solicit Candidates on the Service for any purpose whatsoever.
14.4. Fees
For the purposes of this Agreement, "Fee" shall refer to Codemap’s then-current prevailing list price for all payments via the Service related to a Project or a Direct Contract created between a Client and a Candidate, individual expert or agency. As part of each payment to a Candidate under a Direct Contract, a Client agrees to pay the Fees charged to the Client's payment method in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
Any attempt by a Client to process payments for work delivered by Candidates hired on Codemap outside of Our Service, with or without a Direct Contract in place, are strictly prohibited and may result in a temporary ban, a permanent removal of your Codemap Client account, and legal action against You.
IF YOU ARE A CLIENT who is using Our Service, You agree to the Fee provisions, and the fees, charges, and billing terms in effect at the time the Fee is due and payable. If You do not agree with any of the provisions of this Agreement, please terminate Your account immediately and cease using Codemap. YOUR OBLIGATION TO PAY ANY FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
14.5. Payment for Clients
The Client is obligated to ONLY use the Service to hire any Candidate that was introduced to the client through the Service, by accepting Offers and creating Direct Contracts with a Candidate exclusively through the Service. After a Direct Contract is created between a Client and a Candidate, as a Client you explicitly agree to make all payments related to the Direct Contract and/or Project through the Service, including paying Codemap's Fee.
The Client is explicitly forbidden to hire Candidates for additional work off the Service for 36 months after a Qualified Introduction or after creating a Direct Contract with a Candidate. Any work performed by the Candidate within 36 months from the date of creation of the first Direct Contract must be paid exclusively via Codemap, under the same Direct Contract or by forming a new Direct Contract with the Candidate.
14.6. Payment Processing
All payments made by Clients on Codemap are processed by Stripe Inc., Codemap's payment-processing partner, which offers a secure payment gateway and infrastructure for international payments and payouts. While Codemap offers payments and a form of escrow via Stripe Inc. as part of its Service, you understand and agree that Codemap is not responsible for or guarantees any payments from the Client to be processed or received by a Candidate. As a Client, you agree to pay the Fees charged to your provided payment method in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
14.7. Dispute-management and Refunds for Clients
Each payment made by a Client on Codemap comes with a 12-day grace period within which a Client can dispute a payment, ask a Candidate to rectify the delivered and paid work, or request a refund from Codemap. In case of a refund request issued within the 12-day grace period from the recorded date/time of payment, in which the Candidate is not able to pay out funds to their bank account, Codemap will evaluate every such request on a case-by-case basis and issue a refund if deemed due, considering your complaints regarding the delivered work and the terms of the Direct Contract that had been created with the respective Candidate via Codemap. As a Client, you agree that refunds are issued at the sole discretion of Codemap directly from the Candidate, where Codemap is not a payer or a payee in any transaction. You understand and agree that, while Codemap may choose to do so, Codemap has the right to NOT issue a refund for its service Fee applied to any payment you have made via the Service, whether or not a refund request from a Client was received within or following the 12-day grace period.
If a refund request is issued by a Client following 12 days from the recorded date/time of payment, Codemap will still evaluate the refund request and ask from the Candidate to provide a refund, if deemed due solely at the discretion of Codemap. If the Candidate refuses to provide a refund when requested after the 12-day grace period following the recorded date/time of payment, the payment will not be refunded to the Client, while further penalizing action may be taken by Codemap against the Candidate and the standing of their provider profile on Codemap.
As a Client, you agree that Codemap has the right to NOT provide a refund for any Client refund request, whether or NOT the refund request had been received within 12 days from the recorded date/time of payment, and that refunds are issued at the sole discretion of Codemap, directly from a Candidate's Codemap wallet and Stripe connected account, or a Candidate's bank account.
Codemap is in no way liable for but will also get involved in any other types of disputes between a Client and a Candidate, if so requested by a Client or the Candidate, with the aim of achieving amicable resolution between a Client and a Candidate.
In order to be eligible for refunds and dispute-management support by Codemap, as a Client you MUST have a Direct Contract in place with a Candidate and a record of all payments on Codemap related to the respective Direct Contract. Codemap will not evaluate any refunds requests or disputes without these conditions being met.
In case a Client is not satisfied with a Candidate following a created Direct Contract, if requested by a Client, Codemap will offer to replace the initial Candidate with another Candidate suitable for the project, regardless of whether or not a refund request was issued and a refund provided for any payments under the Direct Contract with the initial Candidate. As a Client, you understand and agree that Codemap has no obligation to replace any Candidate you hired through the Service and created a Direct Contract in with, but can do so at its sole discretion, if requested by a Client.
14.8. Communications
You agree to keep all communications with Candidates on Codemap on the Service, including text messages, documents/attachments, offer requests, offers, contracts, payment requests, timesheets, invoices, and payments. Using other services for text-based communication is strictly prohibited, including e-mail, whereas e-mails can be shared only if needed to schedule video meetings as part of service provision by Candidates, being experts and agencies on Codemap. Using third-party video/audio meeting software is also only allowed if necessary as part of service provision.
15. Candidate-Specific Terms
15.1. Description Of Service For Candidates
Codemap is an online service that connects Candidates with Clients through an Introduction Request (“Request”) and Proposal ("Proposal") process for Candidate’s services. Candidates have an opportunity to find work with a Client with transparency as to the work description and compensation in each Request or Project. Candidates send Offers containing the details of the service to clients via the Service. Once a Client accepts on Offer, a Direct Contract is created between a Candidate and a Client. As a Candidate, for any work performed for Clients, you are obliged to always send Offers via Our Service to Clients that were introduced to you on Codemap beforehand. Any work performed for Clients that were introduced to Candidates via Codemap must be on the basis of a Direct Contract created between a Client and a Candidate once a Client accepts a Candidate's Offer. In order to be able to use Codemap as an approved Candidate, you must have a Stripe connected account in order to be able to receive payments and make payouts, which Codemap will provide as part of its partnership with Stripe Inc. If you do not wish to, are unable to use Stripe Inc., or Stripe Inc's service is not available in your country, you will not be able to use Codemap.
As a Candidate, you agree to pay Codemap's Fee that is applied to payments you receive from Clients on Codemap and you agree to pay the Fees charged to you in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
By accepting this Agreement, you consent to transparency and to maintaining ethical standards in your discussions and dealings with clients as well as in sharing Offers and creating Direct Contracts with Clients through Codemap. You are expected to share valid estimates in your Offers to Clients and deliver the work at the costs agreed via your Direct Contracts with Clients. If estimated costs from your Direct Contract with a Client change during the course of the project, you are expected to apply fair and ethical principles when discussing potential price changes with Clients and to the best of your ability aim to deliver projects at the prices stated in your Direct Contract with a Client.
15.2. Registration For Candidates
In order to use Codemap as a Candidate You must register and create a profile. The use of the Service is free for Candidates. When registering with Codemap, We may require You to provide us information such as Your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, You agree to provide us with any other identifying documents that We may request. We will review the information that You provide to us during the registration process and We may also review any other information about You that is publicly available. We reserve the right, in Our sole discretion and for any reason whatsoever, to accept or reject Your registration to use Our Service and at any point in time to terminate your account and Candidate Profile on Codemap. If Your registration is accepted, You may be prompted to complete a screening call with an employee of Codemap and/or undergo further background checks at Codemap’s sole discretion. If your credentials and experience as well as level of qualification are deemed suitable by Codemap through the screening and/or background-checking process, You will be allowed to use Our Service.
15.3. Offers & Direct Contracts - Candidate’s Role & Obligations
After a Candidate has registered and created a profile on Codemap, they will be able to receive Requests from Clients as well as share Proposals and Offers, and create Direct Contracts with Clients. As a Candidate using Codemap, you are explicitly forbidden to ask clients to pay for delivered work and performed services outside of Codemap, and you agree to have a Direct Contract in place for all work with Clients that were introduced to you via Codemap.
You understand and agree that Codemap is not a party to any Direct Contract, is not involved in or responsible for any work performed by you as a Candidate, is not involved in or responsible for any payment made under a Direct Contract or for a Project, and has no control over any Candidate or Client. Codemap does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract or Project, select or contract any Candidate to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Candidate or Client to accept any Direct Contract or perform any services.
As a Candidate with an approved Codemap account, you provide your explicit consent and agree to:
1. Provide accurate and truthful information in your registration, profile, account, Proposals, Offers and in any and all content you create on Our Service
2. Communicate with Clients you were introduced to on Our Service exclusively through Codemap, whereas any communication outside of Our Service is allowed ONLY if required to perform the service, including and limited to video-meeting platforms, telephone calls, and text messages. You also agree to uphold professional and ethical standards in all your communication and dealings with Clients.
3. You explicitly agree to contract any and all work with Clients by sending Offers via Codemap, and having a Direct Contract in place for all work performed for any Client that had been introduced to you as a Candidate on Codemap
4. For requesting and receiving any and all payments from Clients that hired you through Our Service, you explicitly agree to send Clients payment requests and timesheets, for fixed-price and hourly Direct Contracts respectively, and have a connected Stripe account prior to sending any Offers and creating any Direct Contracts with Clients on Codemap
5. You explicitly agree to use Codemap's Offer process and have Direct Contracts in place with Clients for any and all work contracted with and performed for a Client for a minimum of 36 months from the date/time of the first Qualified Introduction with that respective Client or from the date/time of the creation of the Direct Contract with a Client
6. You explicitly agree to NOT circumvent Codemap by evading the Offer process, and to NOT avoid creating Direct Contracts with Clients and receiving all payments from Clients for performed work under a Direct Contract through Codemap
7. You explicitly agree to report to support@codemap.io any Client requesting from you as a Candidate to avoid the Codemap Offer process, creating a Direct Contract, or paying for your work as a Candidate outside of Codemap
8. You explicitly agree to NOT share and/or publicly distribute or disseminate any information about Our Service that is considered confidential within the provisions of this agreement and our Privacy Policy, including but not limited to Candidate data, Client data, Project information, screenshots, videos, pricing information, Codemap's Fees, and details of our screening and approval processes for Candidates and/or Clients
9. You explicitly agree to not create more than one account on the Service, irrespective of the account type
10. You explicitly agree to NOT collect or use any of the Client and/or Candidate information you were provided access to via the Service to solicit Candidates and/or Clients on the Service for any purpose whatsoever
11. You agree to NOT hold Codemap responsible for any outcomes resulting from your dealings and relationships with Clients and from Direct Contracts with Clients, on or off Codemap, and consent to Codemap's waving of any and all legal, financial, or other liability and/or responsibility in relation to your interaction with Clients you have been introduced to on the Service
12. By using Codemap, you guarantee that all work performed for clients is performed by yourself individually and personally with no exception, if your account is registered as "Freelance expert"; if your account is registered as "Agency", you guarantee that all work is perfomed by members of your team which you have a close and a trustworthy working relationship with, and that your agency fully manages any project obtained via Codemap "in-house" in its entirety, with no lead referrals, outsourcing, or sub-contracting of any kind and for any reason whatsoever, with no exception
15.4 Fees
Codemap collects a Fee as a portion of a Candidate's earnings per each Direct Contract with a Client. As a Candidate, you explicitly agree to paying Codemap's Fees and to sending all payment requests and timesheets, for both fixed-price and hourly Direct Contracts respectively, to Clients via Codemap, as well as receiving all payments from Clients through Codemap. Attempting to circumvent and evade Codemap's Fees in any way whatsoever may result in a temporary ban, a permanent removal of your account from Codemap, or legal action against you.
15.5. Payment processing, Invoices, Payouts, and Taxes
All payments made by Clients on Codemap are processed by Stripe Inc., Codemap's payment-processing partner, which offers a secure payment gateway and infrastructure for international payments. While Codemap offers payments and a form of escrow via Stripe Inc. as part of its Service, you agree that Codemap is not responsible for or guarantees any payments from the Client to be processed or received by a Candidate, or any payouts to be made to a Candidate via Codemap or via Stripe Inc. Codemap has no responsibility for payment failures, receipts of payments, or failures related to payouts, all of which are provided via Stripe Inc's payment infrastructure. As a Candidate, you agree to pay the Fees charged to your Stripe connected account in accordance with the fees, charges, and billing terms in effect at the time the Fee is due and payable hereunder.
Payouts on Codemap are automatically scheduled to be sent directly from your Codemap wallet to your bank account. Each payment made by a Client will immediately land into your Codemap wallet (and Stripe connected account) and will be scheduled for payout in 12 days following the date/time of payment. Before the 12-day grace period expires, funds will not yet be paid out to your bank account. Twelve (12) days after a payment by a Client, and provided there hasn't been a refund request by the Client for the respective payment within the 12-day grace period, funds will be automatically routed directly to your bank account, as per the details provided to Stripe Inc. during your onboarding to Codemap. This process is repeated for any and all payments you receive via Codemap.
While Codemap generates invoices on your behalf as valid proof of your work via Codemap, you understand and agree that Codemap is not a payer or the payee in any transaction via Codemap and has no responsibility for the validity of these invoices from the perspective of the respective authorities in the country from which you are doing business, are incorporated, and/or in which you reside. As a Candidate, you are solely and exclusively responsible for your income statements, tax invoices, and taxes, whereas Codemap has no responsibility for, involvement in these activities, or liability for any consequences to you personally or to your business that may result therefrom.
15.6. Dispute-management and refunds for Candidates
In case of a refund request by a Client for one or more payments made to you under a Direct Contract created on Codemap, Codemap will evaluate on a case-by-case basis and make a final decision on whether or not a refund is justified. While Codemap will carefully consider all your feedback and input regarding your project experience and the reasons for the dispute, you agree to refunds being made solely at the discretion of Codemap. In case Codemap's decision is to issue a refund to a client, the requested amount will be fully refunded by Codemap within the 12-day grace period directly from your Codemap wallet (and Stripe connected account), whereas Codemap has the right to also refund the Fee charged to you at its sole discretion. If the refund request is received by the Client after more than 12 days from the recorded date/time of payment, Codemap will still perform its evaluation and has the right to request a refund from you directly from your bank account, if deemed due and justified.
Failure to refund a payment to a Client after Codemap's careful consideration and such direction received by Codemap may result in a temporary ban or a permanent removal of your Codemap Candidate account, or other penalizing measures for the standing of your Candidate account on Codemap.
In case of owed payments by a Client or any other types of disputes, and if requested by a Candidate or a Client, Codemap will get involved, aim to achieve amicable resolution and ensure you are paid in full for your work, if deemed justified and if that work was delivered in line with the terms of your Direct Contract with a Client on Codemap. You understand and agree that Codemap has no control over Clients, no responsibility, and no liability whatsoever for payments made and/or owed by Clients, or for any other disputes that may arise out of a Candidate's relationship with a Client on Codemap. Any dispute-management by Codemap, including that related to payments owed by Clients, comes at the sole discretion of Codemap. As a Candidate, you agree that Codemap has no responsibility for and has the right to decline and NOT get involved in any disputes arising between a Candidate and a Client, including those disputes related to payments owed by a Client to a Candidate.
BREACHING ANY OF THE PROVISIONS STATED IN ARTICLE 15 MAY RESULT IN THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AT ANY TIME, OR LEGAL ACTION AGAINST YOU. IF YOU DO NOT AGREE AND CONSENT TO ANY ONE OF THE TERMS AND PROVISIONS IN ARTICLE 15 OR IN THIS AGREEMENT AS A WHOLE, DO NOT CREATE A CODEMAP ACCOUNT, OR IMMEDIATELY REQUEST A DELETION OF YOUR EXISTING ACCOUNT AT SUPPORT@CODEMAP.IO.
15.7. Communications
You agree to keep all communications with Clients on Codemap on the Service, including text messages, documents/attachments, offers, contracts, payment requests, timesheets, invoices, and payments. Using other services for text-based communication is strictly prohibited, including e-mail, whereas e-mails can be shared only if needed to schedule video meetings as part of service provision. Using third-party video/audio meeting software is also only allowed if necessary as part of service provision.
16. Digital Signatures
By clicking to send an Offer or to accept an Offer and create a Direct Contract, Client and Candidate are deemed to have executed this Agreement electronically, effective on the date a Client clicks to accept an Offer and creates a Direct Contract, hourly or fixed-price, pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended periodically (the "E-Sign Act"). Doing so constitutes acknowledgement that a Client and a Candidate agree to conduct the transaction electronically.
17. Classification and Relationship
Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Codemap does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Codemap does not set work hours, location of any work pursuant to any contractor relationships. Codemap will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a Project.
17.1. Indemnification
In addition to the indemnification obligations set forth in the Terms of Service, Client and Candidate agree to indemnify, hold harmless and defend Codemap from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Candidate's representations and warranties, from the death or injury of any person or persons, including employees of Client or Candidate, or from damage or destruction of any work or properties, attributable to or resulting from Candidate’s engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Codemap was an employer or joint employer of a Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits required by law.
18. False Information, Plagiarism, Scraping/mining, Stealing Data
It is strictly forbidden to create false accounts, false accounts on behalf of third parties without their consent, false accounts or Projects with the aim of obtaining access to Codemap and gathering information and/or intelligence with the purposes of replicating Codemap’s product and/or technology or any of it’s parts as well as obtaining private data about our Clients, Candidates, or Projects for the purposes of solicitation for any reason whatsoever. Doing so is considered to be a strict violation of Codemap’s Terms of Service and may result in the termination of your account and legal action against you.
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