BUILDING SUCCESSFUL BUSINESSES ONE PROJECT AT A TIME
Standard Software Interim Manager / Project Sponsor Agreement
This document is a legal agreement between you, the “Interim Manager” (as defined below) and JANOP. These Interim Manager’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Interim Manager may register and use the web-site for the purpose of responding to solicitations for the acquisition of software solutions, services, and products.
DEFINITIONS
Site (s): JANOP: (if applicable) is the parent company and owner of the site also hereinafter referred to JANOP.
Bid Requests: Users of the site desiring to purchase customer software solutions via a reverse auction make bid requests on the site to solicit bids from software developers.
Bids: Anyone that places a bid on a project in an attempt to gain employment.
Project Sponsor" Individual (s) or a Company instigating a project in an effort to gain bids for same.
Interim Manager: Individual (s) or a Company providing a service.
TERM
The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. JANOP reserves the right to immediately terminate any Interim Manager who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.
SCOPE
Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Interim Manager is authorized to respond to Bid Requests. Final content of all responses to Bid Request documents is at the complete and
sole discretion of the Interim Manager. JANOP reserves the editorial right to censor any responses that it feels are inappropriate. This is a master agreement between Interim Manager and JANOP and shall apply to all transactions and business conducted between the parties.
Interim Manager’s OBLIGATIONS
Interim Manager will provide solutions and/or quotations via JANOP in response to Bid Requests posted on JANOP’s website by Project Sponsor's. This Agreement shall govern the business relationship between JANOP and Interim Manager despite any different or conflicting terms and conditions in Interim Manager’s forms or other documents.
Interim Manager authorizes JANOP to treat any person using Interim Manager’s password pair (username and password), and any resulting transactions, obligations and liabilities as if Interim Manager used the website and/or services itself.
Interim Manager's information shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to Bid Request documents, information concerning intellectual property ownership and rights thereto. Interim Manager shall determine how intellectual property rights shall be transferred, if any, to Project Sponsor. Interim Manager is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Project Sponsors.
Interim Manager agrees to post bids for the entire project. Hourly bids are not allowed. As this site is intended for commercial purposes only...offering free services, or redirecting a Project Sponsor to a site other than JANOP to fulfill their needs is prohibited. Posting contact information including but not limited to phone #s, email addresses, Internet URL's, Yahoo Messenger Ids, ICQ ids, on bids or an author's profile is strictly prohibited. Violators of any of these terms can have all of their JANOP accounts terminated, at the discretion of JANOP.
Advance Payments. Interim Manager agrees not to ask for any 'Advance Payments' from Project Sponsor. An advance payment is a risky transaction where the Project Sponsor releases funds from his account prior to the delivery of the work (or percentage of work being accepted), is competed. Doing this completely circumvents and nullifies all the built-in Project Sponsor protections of the JANOP payment system, and often results in the Project Sponsor losing part or all of their advance payment. Interim Managers who go against the wishes of JANOP and receive an advanced payment from the Project Sponsor may have their credit account debited to facilitate a partial or complete refund of any advanced payment back to the Project Sponsor. Additionally, Interim Managers in violation of this rule may have their account suspended and revoked.
Third Party Code. Interim Manager is responsible for ensuring that all code, algorithms, ideas and/or any other item used to create their deliverables to the Project Sponsor are completely of their own making. If the Interim Manager wishes to use 3rd party items (including but not limited to 3rd party components, GNU licensed code, etc.), then the Interim Manager agrees to first confer with the Project Sponsor and:
Explain which items in the bid request the Interim Manager wishes to use 3rd party items for, and which 3rd party items would be involved. This must be documented on the site via the site bidding system.
Explain to the Project Sponsor the cost, copyright, distribution and licensing issues concerned with the use of such items. (For example, many Project Sponsors do not want GNU licensed code in their deliverables once they understand the licensing issues involved therefore it needs to be explained to them what they would be receiving). This must be documented on the site via the site bidding system.
Have the Project Sponsor confirm agreement, to the use of any 3rd party items which the two parties agree to. This must be documented on the site via the site bidding system.
Should arbitration occur and the Interim Manager not follow these rules, JANOP may immediately arbitrate in favor of the Project Sponsor, as well as consider punitiveactions against the Interim Manager.
As most Project Sponsors are not technologically savvy, the Interim Manager is also responsible for creating an install package that will install the software, in 100% ready-to-run condition, on the platform (s) specified by the Project Sponsor on the bid request. Note that this requirement can be waived by the Interim Manager if documented via the bidding system or the bid request description.
As JANOP provides its service in return for a Fee, the Interim Manager agrees not to contact any Project Sponsor outside of the site (by email, phone, etc.) before payment is made . Doing so can result in immediate account termination and expulsion, at the discretion of JANOP.
The Interim Manager shall not be responsible for JANOP’s transaction fees. However, in the event that JANOP procures, or is the procuring cause of, a solution for Project Sponsor’s Bid Request, and Project Sponsor and Interim Manager do not use the JANOP website or services to transact their business and/or use other means to transact their business, Interim Manager shall be considered guilty of 'fraud'. The Interim Manager shall also be considered guilty of fraud should they find a Project Sponsor in an 'open auction' and attempt to cheat JANOP out of the 'open auction' fee by redirecting the Project Sponsor to repost he auction as a cheaper auction such a 'one-on-one', even though the Project Sponsor made full use of the open auction. In either case the Interim Manager shall pay JANOP a penalty fee in the amount of twenty-five percent (25%) of the amount paid to Interim Manager. Such fees may be deducted from the Interim Manager's outstanding credits on the site, at JANOP's option. JANOP reserves the right to terminate any Interim Manager who circumvents the site in this manner.
The anonymous nature of the Internet makes it possible for a Interim Manager who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the site, against the will of JANOP. JANOP regularly monitors site profiles for this sort of action, and should the Interim Manager be determined by JANOP to have done this, they will forfeit the balance of all of their accounts, and all funds will be returned back to the original Project Sponsor.
Interim Manager understands and agrees that JANOP may be called upon by the Project Sponsor, a third party, or a self-initiated investigation to audit the work that was performed. Interim Manager agrees to make available to JANOP all source code related to the questioned bid requests. JANOP agrees not to copy, acquire, sell, barter, trade, or use this source code in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the Project Sponsor to view the source code, JANOP and the Project Sponsor will make all resonable arrangements.
Should a Project Sponsor dispute delivery, Interim Manager agrees to upload the entire and complete deliverables at the time of work (or each stage) completion. Should a coder choose not to do so (despite this agreement) and the Project Sponsor disputes delivery, Interim Manager agrees that they, not JANOP, will be liable for the entire amount. JANOP will deduct all such disputed monies from the coder's account. If the coder's account is insufficient to cover the funds the coder will be asked to cover the remainder from their personal funds. If coder cannot or will not cover the reamainder from their private funds, JANOP may pursue all and any means at its disposal to collect the funds including prosecution.
Interim Manager has the right to rate Project Sponsors on completed transactions and transactions that are cancelled in Interim Manager's favor. However should JANOP, at its sole discretion, determine that a Interim Manager's rating is inaccurate or in any way retaliatory in nature, then JANOP may amend, replace or delete the Interim Manager's rating, and a note about such may be placed as a public rating on the Interim Manager's account. A Interim Manager who practices retaliatory ratings may be found in default of this agreement and banned from the site.
JANOP RULES OF ARBITRATION
These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of computer software and related systems. Should a dispute arise over the completion of a project, the allocation of funds, or any other issue, both Project Sponsor, Interim Manager andJANOP agree to the following rules:
1) Should the Project Sponsor and Interim Manager not be able to come to agreement on acceptance, whether deliverables have been met, or any other matter, both sides agree to designate JANOP as mediator and arbitrator. JANOP agrees to
mediate and arbitrate fairly and impartially according to the rules in this section, as they apply. Project Sponsor and Interim Manager agree that JANOP's decision is final and binding to them.
2) Arbitration of the bid request will be based solely on whether or not the Interim Manager met the conditions specified in the Project Sponsor's bid request. Only the contents of the bid request as posted on the site will be used in this determination. Since discussions outside of the site (including email, chat and oral conversations) are not legally binding, they will not be taken into account. If there is any ambiguity in the bid request, JANOP will be the final determiner of the meaning and will attempt to do so in the most
impartial method possible.
3) Project Sponsor agrees to be prompt in corresponding with Interim Manager and JANOP, including final acceptance of 'Work complete'. Should a Project Sponsor not respond to JANOP emails or requests for Work Complete within a timely basis (3 business days and 5 business days, respectively), JANOP may at its discretion award funds to the coder.
4) Interim Manager agrees to be prompt in responses to Project Sponsor and to JANOP. Should a Interim Manager not complete status reports or respond to JANOP emails within a timely basis of 3 business days, JANOP may cancel the Interim Manager's bid and/or assign the bid requests to another Interim Manager. This may be done with or without notice to the original Interim Manager.
5) If the Project Sponsor charges that the Interim Manager is not making sufficient progress on a bid request, the Interim Manager must supply specific demonstrable proof to the contrary or JANOP may cancel the Interim Manager's bid and/or assign the bid requests to another Interim Manager. Examples of demonstrable proofs of progress are (depending on the level of progress expected) programming requirements, designs, prototype, code and/or test cases.
6) If either party threatens or harasses the other party or JANOP, attempts to manipulate or unduly influence the arbitration process, or breaks any rules in the Project Sponsor or Interim Manager agreement or in the site terms and conditions, then JANOP may choose to automatically rule in favor of the opposite party.
7) If the Interim Manager is deemed as not having fulfilled the bid request according to the 'deliverables' specified by the Project Sponsor...the Project Sponsor may, at his/her/their option, apply the entire amount to a new Interim Manager at no charge. JANOP will offer the Project Sponsor options (if available) of switching to other Interim Managers on the original bid, opening a new bid request to get new Interim Manager bids, or otherwise offering to connect the Project Sponsor with Interim Managers for the purpose of completing the project. The Project Sponsor also has the option to cancel the bid request and request a refund of funds. As JANOP incurs certain fixed financial institution costs with transferring and refunding funds, all refunds of this nature are subject to a 3.5% cancellation charge to offset these charges.
8) To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. JANOP reserves the right to suspend rating rights on the bid request to either or both parties, and/or to remove ratings it judges to be retaliatory.
9) If a Interim Manager does not upload completed code to the site by the delivery deadline posted by the Project Sponsor, then Interim Manager forfeits all rights to arbitration and JANOP may at its discretion award funds back to the Project Sponsor immediately.
Interim Manager’S REPRESENTATIONS.
Interim Manager represents that it has the full power and authority to execute this Agreement. Interim Manager is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Interim Manager makes available to JANOP.
ACCEPTANCE
Upon Project Sponsor’s receipt and acceptance of Interim Manager’s service or product, they will promptly indicate acceptance via the web site. Upon acceptance, JANOP shall credit the Interim Manager's account with the final amount, minus the JANOP Fee. The Fee is calculated as a percentage of the amount of the funds and is based on the bidding type of the auction. If the JANOP Fee falls below the minimum fee of ($3), theminimum JANOP Fee will be charged.
Should there be any dispute regarding acceptance, both Interim Manager and Project Sponsor designate JANOP as the final binding authority and arbiter of the dispute, and agree to abide by its decision.
Taxes
JANOP does not collect taxes, duties, fees or other governmentally imposed excises, so Interim Manager and Project Sponsor agree to assume their respective responsibilities under the law.
TRADEMARKS AND CONFIDENTIAL INFORMATION.
Trademarks. JANOP may use Project Sponsor’s Trademarks in Bid Requests, or related documentation. JANOP’s or Interim Manager’s use of Trademarks shall be consistent with proper trademark usage. Neither party grants to the other any right, title, or interest in any Trademarks except as provided in this Section. Interim Manager is responsible for appropriately attributing any of its Trademarks or the trademarks of third parties.
Access to and Use of Confidential Information. A party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.
Exclusions. A party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary, or if provided orally, not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving party at the time of disclosure, as evidenced by documentation in the receiving party's possession at the time of such disclosure, (iii) is independently developed by the receiving party (provided the receiving party can show that such development was accomplished by or for the receiving party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving party from another source without confidentiality restrictions, (v) is or becomes part of the public domain through no wrongful act of the receiving party, or (vi) is furnished by the disclosing party to a third party without confidentiality restrictions. A receiving party may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the receiving party takes reasonable steps to give the disclosing party sufficient notice to contest such request, requirement or order and/or to seek a protective order.
Return of Confidential Information. In any event of termination or expiration of this Agreement, each party will, within five (5) business days return to the other party such party’s Confidential Information.
INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
Infringement Claims. Interim Manager will defend and hold JANOP harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark. Interim Manager will pay all settlements or damages awarded against JANOP, provided that JANOP (i) informs Interim Manager of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Interim Manager with all related information, (ii) grants Interim Manager the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Interim Manager.
LIMITATION OF LIABILITY; INDEMNITY.
IN NO EVENT SHALL JANOP BE LIABLE TO Project Sponsor's, Interim Manager's, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT JANOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Indemnification by Interim Manager. Interim Manager shall indemnify, defend (with counsel approved in writing by JANOP) and hold JANOP, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Interim Manager, its employees, representatives or agents.
DEFAULT AND TERMINATION.
Default. Should the Interim Manager default, their account may be terminated by JANOP. Interim Manager shall be considered to have defaulted under the Agreement for any failure to perform its obligations to Project Sponsor under any Bid request awarded to Interim Manager and/or if JANOP discovers any material misrepresentation or omission that Interim Manager has made in this Agreement or its Registration. In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Interim Manager may also be considered in default if they violate the site terms of service, or violate the Custom Software Project Sponsor Agreement (if they are also a Project Sponsor), or if their service to Project Sponsors is poor (defined as receiving 2 or more below average ratings and/or complaints).
Survival. The parties' obligations under Sections 7, 8 and 9 shall survive any termination and/or expiration of this Agreement.
GENERAL.
Assignment. Interim Manager shall not assign or transfer this Agreement without JANOP’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.
Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any
purpose, except that JANOP is the agent for Interim Manager and Project Sponsor in bringing the two, or more, parties together using the JANOP website. JANOP shall act as a fiduciary for Project Sponsor and Interim Managers for the limited purpose of collecting and disbursing funds. For all other purposes, the parties are independent contractors.
Excused Performance. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.
No Waiver. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.
Unenforceable Provisions. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.
Modifications; Special Agreements; Entire Agreement. Note that JANOP reserves the right from time to time to amend, modify or change this agreement. When this happens, JANOP shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Should JANOP and the Interim Manager come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.
This Agreement is the entire understanding between Interim Manager and JANOP with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.
