Important alert: May 9, 2012 11:29:40 AM EDT.

My apologies for the inconvenience: the system for processing emailed responses was not processing all of them correctly (and it was only reported to us recently, so we didn't realize it). This has been fixed, but may result in older messages (from the last two weeks) showing up on May 8 and May 9 in your message thread. We have also taken steps to monitor this system more closely so we will know immediately in the future if there is a problem. Again, my apologies and thanks for your understanding. Ian Ippolito CEO and Founder of vWorker
Attention employers: One Million by One Million is looking to interview employers who have used vWorker to help build their business and have earned at least $1 million in revenue over the past 12 months. Your company must be independently held and you must be willing to openly discuss revenue numbers. If you are interested in being interviewed, please contact us for more information.

Employer Agreement

This document is a legal agreement between you ("you" or "employer") and Exhedra solutions, Inc. Corporation ("Exhedra"), a Florida Corporation with corporate offices in Tampa, Florida. These employer's Terms and Conditions ("agreement") sets forth the provisions under which the employer may use the site for the purpose of purchasing services and products.

DEFINITIONS

Site(s): www.vWorker.com and all alias names to it (including RentaCoder.com).
Exhedra: Encompasses Exhedra Solutions, Inc. (the parent company and owner of this site), as well as all child companies and DBA ("Doing Business As") names (such a vWorker), and the employees working for those entities.
Employer: Person(s) or company(ies) using the site with the intention of purchasing services/products.
Worker: Person(s) or company(ies) using the site with the intention of selling services/products.
Project: Work posted on the site by employer.
Bids: Workers place bids on projects, in attempts to solicit business.
Pay-for-deliverables (or "pay for deliverables"): A project type where the employer pays the Worker for certain deliverables.
Pay-for-time (or "pay for time"): A project type where the employer pays the Worker for the time they work on the Employer's project.
Business Day: The site provides business to hundreds of nations/cultures with differing holidays and lengths of business days. All parties using the site agree that a business day in this contract will mean Monday-Friday from 9am - 5pm EDT, (and does not include any particular nation's, culture's or religion's holidays, since every nation/culture is different).
Affiliate: Person(s) or company(ies) registered to refer employers to the site.
Affiliate Website: Web site (or group of web sites) that an affiliate uses to refer employers to the site.

1. TERM

The initial term of this agreement shall be a period of one (1) year from the Effective Date. Thereafter, the agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Exhedra reserves the right to immediately terminate any Employer 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.

2a. EMPLOYER'S OBLIGATIONS

Employer will use the site to post projects for workers. Upon acceptance of a bid the Employer will provide funds for escrow with Exhedra. Exhedra reserves the editorial right to reject any project or employer for financial or other reasons.

     All information provided by Employer shall be true, accurate and up-to-date at all times, including, but not limited to, information contained within a project, information concerning intellectual property ownership and rights thereto, and credit information. If the Employer does not own the information, they agree to assume sole and complete responsibility for ensuring that the owner of all information has given all necessary permission to make the information available to other parties, whether to the general public or to specific groups or individuals. This permission must be royalty-free and grant the person(s) who see the information the non-exclusive right-to-use, transmit, modify, or display it as may be required to respond to a Project and in order for Exhedra Solutions, Inc. to review the Project and post the information for access by Bidders.

     Employer agrees not to post requests for illegal projects and/or services (including but not limited to cracking, hacking and virus software/services), 'free' work or work whose only compensation is profit sharing, or requests that are deemed by Exhedra to be offensive or inappropriate. Doing any of the above can result in immediate account termination and expulsion, at the discretion of Exhedra.

     Employer has read, understands and agrees to abide by all the terms under "Terms and Conditions" (which deal with general site usage and other such issues) and is located at: http://www.vWorker.com/RentACoder/DotNet/misc/TermsAndConditions.aspx. Additionally, Employer has also read, understands and agrees to the Copyright Violation Polices and Procedures policies located at: http://www.vWorker.com/RentACoder/DotNet/misc/DMCA/default.aspx.

     As Exhedra provides its service in return for a vWorker.com fee paid by the Worker, the Employer agrees not to contact any workers outside of the site (by email, phone, etc.) before the employer's money is escrowed. Doing so can result in immediate account termination and expulsion, at the discretion of Exhedra.

Password Pair. Exhedra strongly urges the Employer to follow standard security measures, which includes but is not limited to:

Protecting their password pair (email address and password) by keeping it completely private and confidential (so that a person doesn't discover the information and compromise their account).

Selecting their password such that:

It is a mix of both numbers and letters, and least 8 characters or more long (to prevent a person from easily guessing their password).
Choosing a password that is unique and different than passwords used for other sites and services (so that a compromise at another site will not compromise their account).

Keeping their email address current in the system and safeguarding access to their email account (so a person who compromises their email account cannot compromise their site account via the "forgot password" function of the site).

Closing their account on the site should their email address fall out of their possession (so the person who next assumes the address will not be able to compromise their account).

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

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

Copyright Negotiations. Employer and Worker may agree to the transfer of intellectual property rights (which includes, but is not limited to the transfer of copyright, patent and trademark rights). They may do this by negotiating and then documenting the terms in the 'entire project' on the site (see later definition). Both parties agree that any such agreement is legally binding, in accordance with any U.S. and International laws that may apply.

Both parties also acknowledge that any such agreement is exclusively between themselves and the other party and does not involve Exhedra in any manner whatsoever. Both parties agree to defend, indemnify and hold harmless Exhedra, for any third-party claims which may arise from said agreement.

Note: Exhedra reserves the right to take action against a party that it determines has breached an intellectual property agreement (under the rules against 'fraud' elsewhere in this contract).

Copyright forfeit. (added 12/15/2002) Should employer's method of payment later be found to be invalid (i.e. including but not limited to the use of a fraudulent or invalid credit card, PayPal account, or bounced check), the Employer will forfeit all copyrights to completed work and will immediately turn over all work in their possession. Copyright will return to the Worker, unless Exhedra (at its sole and exclusive option) chooses to pay the worker the outstanding amount defaulted on by the employer...in which case copyright will pass to Exhedra. Exhedra warns Employers that it intends to prosecute all fraudulent purchases to the fullest extent of the law.

Access To Deliverables and Systems. (applies to "pay for deliverables" projects only) Employer understands and agrees that Exhedra may be called upon by the worker, a third party, or a self initiated investigation to examine the work that was delivered. Employer agrees to make available to Exhedra all deliverables and access to systems necessary to fully and completely investigate the allegations. On projects where source code is involved, this is also included. Exhedra agrees not to copy, acquire, sell, barter, trade, or use anything given to it in this manner, and agrees not to use it in any manner other than to verify that work was performed as contracted. The prohibitions in the preceding sentence shall apply to Exhedra, regardless of whether or not the project enters arbitration. If a non disclosure agreement is required by the Employer before accessing the above, Exhedra and the Employer will make all reasonable arrangements. Employer is highly recommended to ensure that Exhedra has access ONLY to the things that it requires to perform the above, and not grant access above and beyond this. Additionally, Employer agrees that they (and not Exhedra) are responsible for safeguarding all of their property in advance of providing access, using industry accepted standards when allowing access to an external party. This includes but is not limited to backing up all systems, deliverables, data, source code, etc. that could or might be affected by the level of access being granted by the Employer to Exhedra. Exhedra will exercise utmost care in conducting testing. But ultimately Employer agrees that Exhedra is not responsible for any inadvertent changes that might occur...including possible decreased functionality or loss of data, that might result from testing.

Advance Payments. (added 9/22/2002) Employer agrees not to grant worker any 'Advance Payments'. An advance payment is an extremely high-risk transaction where the employer either:

Releases funds to the worker without them doing any work (sometimes this is also called 'up front money', 'startup funds', 'a show of good faith', etc..

OR

(applies to "pay for deliverables" projects only) Releases funds to the worker before receiving the deliverables (onsite) and testing them to make sure the employer is 100% satisfied.

OR

Releases funds to a worker who promises the employer some service or product in the future (including maintenance or a warranty).

An employer who makes an advance payment completely circumvents and nullifies all the built-in employer protections of the site 'safe escrow' system and violates one of the core principles of the site. Employer understands and agrees that if they make an advance payment, the funds are non-refundable and will not be returned to them under any circumstances, whatsoever. Employer further agrees to exonerate Exhedra of any and all liability concerning such funds. Additionally, Employer agrees that to prevent further abuse, their account will be closed (at Exhedra's sole discretion).

Rating. Employer has the right to rate workers on completed transactions and transactions that are cancelled in employer's favor.

However, to prevent retaliatory ratings, Exhedra may hide both parties' ratings from public view until both parties have rated each other. If Employer does not rate the Worker within 2 weeks of the completion date of the project (or cancellation date, whichever is applicable), Exhedra may then make any rating placed by the opposite party visible. Additionally, the Employer will forfeit the right to rate the worker.

Should Exhedra (at its sole discretion) determine that an employer's rating is in inaccurate or in any way retaliatory in nature, then Exhedra may amend, replace or delete the employer's rating, and a note about such may be placed as a public rating on the Employer's account. An employer who practices retaliatory ratings may be found in default of this agreement and banned from the site.

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

Use of English. Employer agrees to use English in all communications on the site to allow Exhedra to properly arbitrate in the case of a dispute. Should the employer violate this and Exhedra determines it cannot deliver a fair arbitration, the Employer will forfeit arbitration.

Illegal Requests. Employer agrees to read and follow all site rules regarding posting of projects (which are listed in the project posting policy). Despite Exhedra's best efforts to prohibit projects that violate either Exhedra policy or United States law, it cannot prevent all such projects from being posted, as no system is perfect. Should an employer, against the wishes of Exhedra, post such a project, choose a Worker and escrow funds, then Employer agrees that Exhedra may cancel the project at any time. Employer also agrees that they forfeit rights to some or all of the funds (as detailed below) as well as forfeit all rights to any deliverables. Additionally, Employer will be ejected from the site under the terms of 'fraud' and may be reported by Exhedra to the proper authorities.

The forfeited fund amount shall be determined as follows, and is designed to fairly compensate a non-complicit Worker. If Exhedra determines that the Worker is not complicit, then Exhedra will determine the percentage of work completed by the Worker. That amount will be deducted from the Employer's funds. Exhedra will award the percentage to the Worker (minus any applicable Exhedra fee as detailed elsewhere). Any remainder will be returned to the employer (minus any cancellation fee as detailed elsewhere). The deliverables will NOT be released to the Employer.

If Exhedra determines the Worker was complicit then the Worker will receive no credits and the entire amount will be returned to the employer (minus any cancellation fee as detailed elsewhere).

Bonuses. Bonuses are a special type of transaction provided for the convenience of Employers to send an immediate payment to a Worker. If Employer chooses a bonus, then they authorize Exhedra to immediately credit the Worker's account with the funds. Employer understands and agrees that Exhedra will not offer either escrowing or arbitration services. Additionally, Employer releases any and all claim to any refund of the funds released in a bonus, and agrees to operate under the same conditions as if they had accepted work as 100% complete on the funds, under "ACCEPTANCE OF DELIVERABLES".

Limitation on allowed contract terms. Both Employer and Worker agree that any terms negotiated with another party that violates any of the following rules are NOT legal binding and are COMPLETELY NULL and VOID without the express prior written consent of Exhedra.

Any terms in which a party forfeits any of their rights in arbitration. This includes workers stipulating that the deliverables must be accepted "As is" or "Site unseen", or Employers stipulating that their final approval of the work will override what the arbitrator determines in testing.
Any terms which bind a party to work in perpetuity or forfeit their right to consent to a contract amendment. (Example: "Worker agrees to accept all additions to the scope of work that the employer desires, until they are satisfied.")

Exhedra may consider attempting to negotiate such terms grounds for account censure or termination under "fraud".

Sub-accounts. Both Employer and Worker have the ability to grant access to some or all of their account to other accounts on the site, via the sub-account feature of the site. When a party chooses to do this, they give the other account(s) permission to login and perform certain functions on their account. Employer and Worker both agree that anyone with access to the sub-accounts they have granted access to, can and are legally acting in their stead for the functions granted. They further agree that as the master account owner, they are ultimately responsible for any actions performed on their account by accounts with sub-account access.

Duplicate Accounts. The anonymous nature of the Internet makes it possible for an employer 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 Exhedra. Exhedra regularly monitors site profiles and activity for this sort of action, and should the Employer be determined by Exhedra to have done this, Employer agrees that all project underway will be halted, and all funds dealt with per the section entitled "Illegal Requests". Additionally, the account will be closed. Friends, family members and/or business associates are not allowed to create or transfer ownership of accounts to attempt to circumvent this rule, and all Workers agree that if they are discovered to be participating in such a scheme, all accounts will be treated as duplicate accounts, per the above rules. Occasionally, a previously banned user approaches another legitimate Employer about 'sharing' their legitimate account. Exhedra strongly advises Employers from participating in this sort of scheme. Employers whom Exhedra determines have colluded with an illegitimate user will be considered illegitimate themselves and treated in the same terms as detailed above.

Parties explicitly not permitted to participate on the site. While Exhedra reserves the right to restrict membership and use of the site to anyone for any reason it deems appropriate, the following parties are never allowed to participate on the site.

Parties living in countries with which the United States has an economic embargo prohibiting economic activity with.
Parties whose participation on the site causes them a conflict of interest...including owners, partial owners, employees or contractors who are working or have worked for a competitor to any Exhedra service.

If a party is discovered to fall into one of the above categories, their accounts will be closed. If they are a Worker, all funds in their account will be returned to the Employer, minus the vWorker.com fee fee (at the discretion of Exhedra).

Fraudulent transactions. Employer agrees not to post any projects or bonuses to themselves (or to other accounts which they own), as doing this would unfairly inflate the receiver's ratings, and could also be related to unethical or illegal monetary activities (such as money laundering or embezzlement). Employer understands that Exhedra regularly monitors transactions for this type of behavior and agrees that if Exhedra determines this has occurred, then Exhedra can take the following action to ensure that the transactions do not continue. Employer agrees that Exhedra may hold all funds on all accounts that are involved as a deposit for a period of one year. At the end of a year the Employer will receive the deposit back (not the Worker), but only if no additional fraudulent transactions have occurred on any of the accounts involved, and none of the accounts violate their contract in any additional way. If any of the accounts violates one or more of these conditions then all funds are forfeited to Exhedra.

Disintermediation (and opt-out).

Employer agrees to pay Worker exclusively through the payment channels made available on the site and will not bypass it by paying through other channels (i.e. "disintermediation"). Worker also agrees not to participate in disintermediation as well. If disintermediation occurs, both Employer and Worker agree to each pay a penalty fee to Exhedra that is the greater of:

All Exhedra fees that would have been charged for all payments, plus a penalty of 20%.
$2,750

Additionally, Exhedra may (at its discretion) also close both accounts, and if so, all parties will additionally forfeit all unspent funds in those accounts. Employer and worker authorize that the penalty fee can be assessed from either of them or a combination. They also authorize it can be obtained in any way necessary by Exhedra, including charging of any credit cards on file.

Both employer and worker also agree that if they request or encourage disintermediation, then they will be subject to the same penalties as the act of disintermediation itself. Both employer and worker agree to alert Exhedra if another party requests, solicits or participates in intermediation.

Opt-out options.

A specific employer can pay a specific worker directly and bypass the site (disintermediation), without penalty, under the following two opt-out situations:

a) Paid opt-out: Employer or worker pays Exhedra an opt-out fee that is the greater of:
1. The total Exhedra fees charged from transactions between the two parties during the previous 365 days.
2. $450
b) Free opt-out: 3 years after the employer and worker were first brought together on the Exhedra site, the two may participate in disintermediation without charge.

To perform a paid opt-out, parties also agree to notify Exhedra with the following information:
1. User id and email addresses of both employer and worker.
2. Whether this is a paid opt-out or a free opt-out.
3. Who will pay the opt-out fee (if it applies)?
Once the opt-out fee is charged by Exhedra (or the free opt-out has occurred), then both parties may freely participate in disintermediation with the other party.

Auto-renew.

Exhedra allows Employer to choose an option called 'auto-renew' on their pay-for-time timecards. If Employer chooses this option they authorize Exhedra to create a new timecard when the older one ends. They also understand and agree that all funds escrowed for the timecard can and will be treated as if they had done the escrowing themselves. The employer also has the option to auto-renew via their credit card. If the employer chooses this option then they understand and agree that they fully authorize Exhedra to make this charge on their behalf and that the Employer is as fully responsible for this charge as any other charge made on the site.

Exhedra will make its best-faith effort to auto-renew timecards as directed by the employer. However, sometimes things prevent it from happening, such as the Employer's credit card company declining the transaction or software/hardware failures. As such, Exhedra does not and cannot guarantee that auto-renew will occur and the employer absolves Exhedra of all responsibility should it not occur.

2b. EXHEDRA'S ESCROW OBLIGATIONS (Added 12/15/2002)

Exhedra warrants that all escrowed funds will be used solely for the purpose of escrow transactions and not allocated to any other use, whatsoever, with no exceptions. Furthermore, all funds escrowed by the Employer will be held in a dedicated separate account, maintained solely and exclusively for site escrow accounts. This restriction will exist until funds are either awarded to the Worker or are physically refunded back to the Employer.

To further protect the Employer in the unlikely event that Exhedra declares bankruptcy, Exhedra hereby grants the Employer the right to be refunded escrow funds, BEFORE any other outstanding creditors are paid. Any bankruptcy reorganization filed by Exhedra that does not follow this grant's priority, will not be allowed.

3. Employer'S REPRESENTATIONS

Employer represents that it has the full power and authority to execute this agreement. Employer 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 Employer makes available to Exhedra Solutions, Inc. and to Bidders.

3b. NDA and/or Additional Agreements not covered by Site Escrowing agreement

Some Employers and Workers may enter into additional agreements not covered by the site escrowing agreement. These include (but are not limited to) penalty clauses (ex: "Worker must deliver by x/xx/200x or they will owe Employer $1 for every day late"), any agreements extending past the time of 100% work acceptance by the Employer (ex. "Worker warranties work for a year and will fix any bugs in that time"), or a Non Disclosure agreement (NDA). Both Employer and Worker understand and acknowledge that these agreements are made directly between the Employer and the Worker and do not involve Exhedra, vWorker.com or any of its subsidiaries or other legal entities. As such, vWorker.com and Exhedra are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.

(This paragraph applies to "pay for deliverables" projects only) Should the Employer wish to create an agreement that extends past the time of 100% work acceptance, but still receive protection via the site...Exhedra recommends the following: creating a brand new and separate project (apart from the initial project) to allow the work to fall under a new escrowing agreement. This allows funds to be released only when the project (or milestone phase) is completed, and affords the Employer protection via the site escrowing agreement.

Should the Employer utilize the NDA feature of the site and then subsequently wish to take action against the Worker, Exhedra will provide all correspondence that it has in its possession that occurred between the Employer and Worker on the site, for use by the employer in such action.

4. ACCEPTANCE OF DELIVERABLES (applies to "pay for deliverables" projects only)

After work is completed, the deliverables will be sent from the Worker to a location on the site where the Employer may download them.

If the deliverables are 100% satisfactory to the employer, then Employer agrees to indicate 100% acceptance of the deliverables via the web site (or a partial acceptance if the deliverables are only partially complete and satisfactory based on pre-agreed upon milestones).

Should the Employer not be 100% satisfied, then Employer agrees to not accept the work and instead notify the Worker as well as Exhedra of the problem in a timely basis so that it can be resolved. Should there be any dispute by either Employer or Worker regarding acceptance, both Worker and Employer agree to abide by the rules of arbitration, located elsewhere in this contract.

Realizing that the Worker will not be credited until work is fully or partially accepted, the Employer agrees to do all testing in as timely a basis as possible. Employer also agrees not to withhold acceptance unreasonably.

Employer assumes complete and sole responsibility for testing the deliverables and determining if they are 100% satisfactory or not (or partially satisfactory if pre-agreed upon partial milestones have been created). Employer agrees to never accept any work before deliverables have been 100% tested and they are 100% satisfied. If against the wishes of Exhedra, Employer accepts work without the above two items being true, Employer agrees that the acceptance and payment fall under the risky category of "advance payments" as detailed elsewhere in this contract, and are completely and forever non-refundable. Exhedra cannot discourage this kind of high risk activity enough.

During work acceptance it is occasionally possible for an employer to accidentally accept a different amount of work than they intended to (i.e. by hitting the accept button twice on 50%, or making a typo, etc.). If Exhedra (in its sole discretion) determines that enough proof exists to demonstrate that this occurred, then Employer and Worker agree that Exhedra may correct it to reflect the original intention.

4b. Additional acceptance info (applies to "pay for deliverables" projects only)

Upon Employer's receipt and acceptance of Worker's service or product, they will promptly indicate acceptance via the web site. Upon acceptance, Exhedra shall credit the Worker's account with the amount released, minus the vWorker.com fee. The vWorker.com fee is calculated as a percentage of the amount of the escrowed funds and is based on the bidding type of the auction...according to the following fee schedule:

	Bidding Type	vWorker.com fee
	Open Auction All workers can bid.	15% *12.5%

	Private Auction Only the workers the employer invites can bid.	15% *12.5%

	One on One Project / Enhancement Allows an employer to give new or enhancement work to a worker they've worked with before. (2.5% discount for worker from an open auction)	12.5% *10%

	Bonus / Other Direct Payment Allows an employer to give a fixed bonus or other immediate payment to a worker they've worked with before. Payment is immediate and bypases escrow. (5% discount for worker from an open auction)	10% *7.5%

	Bulletin board For salaried jobs, requests for prewritten deliverables, etc. No contact restrictions. No fee to the worker, but a $50 posting fee to the employer.	0%

*Indicates the preferred payment method discounted fee. This lower fee is charged by Exhedra, when all escrowed funds are deposited by the Employer using a preferred payment method (on or after the effective date of 8/26/2004 1:00:00 AM). Preferred payments methods are bank to bank wire transfer and snail mail check. They are subject to modification in the future.

If the vWorker.com fee falls below the minimum fee of ($3), the minimum vWorker.com fee will be charged.

Should there be any dispute regarding acceptance, both Worker and Employer designate Exhedra as the final binding authority and arbiter of the dispute, and agree to abide by its decision.

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

The Worker agrees...

That before placing a bid, they will download the Worker Time Card application, and install it on the machine(s) they will do work on. They will also have a working webcam on that/those machine(s) and verify that all software and hardware is kept in working condition.

That the application may take periodic images of the webcam (to prove that they are present) and their entire desktop (to prove they are working on the employer's project).

To conduct themselves ethically and professionally by logging into the application when beginning work and logging out immediately upon ending. The Worker also agrees to logout for all breaks, no matter how small. Worker agrees that logging incorrect information may be considered fraud by Exhedra and if so will result in forfeiture of some or all funds in their account and/or result in their account being permanently closed.

That if they forget to log in or out of the application, they may make manual adjustments to their timecard via the site. However, since there is no way to truly prove that they worked such hours, the employer may accept or reject them at their discretion, and without invoking Exhedra's arbitration process.

The Employer agrees...

To pay the Worker for the time they spend working on the project, rather than for a specific deliverable.
That the only type of arbitration available to them is the "Pay for Time" arbitration (detailed elsewhere in this contract). They may contest the presence of the Worker (via proof in the Worker's webcam image), or that the Worker was not working on their project (via proof in the Worker's desktop screenshot). These are the Employer's only options on this type of project. Proof of fraud must be 100% definitive, and anything else will be deemed insufficient evidence of fraud. Examples of 100% definitive proof are:
- Absence of worker in the camera image
- Screenshot showing the worker using an application that is definitively not related to the project (for example, Minesweeper is active on a project unrelated to gaming).
Examples of insufficient evidence are:
- A screenshot that doesn't change from the previous capture, or that has no active applications showing (the worker could be thinking)
If the Employer does not wish to be limited in arbitration in this way, they agree to post the project as "pay for deliverables" rather than "pay for time".

To approve or contest the Worker's timecard in a timely manner. If they exceed the following timeframe for any reason, the Employer agrees that the time card is approved by them ("auto-approval").

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

Exhedra agrees...

To use reasonable efforts to keep its systems running so as to record the Worker's time.
Should a failure occur despite this, both parties agree to hold Exhedra harmless for the outage or failure. Should this occur, Exhedra will attempt to rectify the situation in the fairest way that it (in its sole discretion) determines is possible and both parties agree to be bound by Exhedra's determination.

Both employer and worker agree...

To hold Exhedra harmless of any legal claim (copyright, trademark, privacy and otherwise) regarding anything captured from the Worker's webcam or desktop, while logged into the Worker Time Card application.
That when Employer releases funds to the Worker, Exhedra will be given a 9% commission fee, from the total amount (with a minimum of $3).

5b. RULES OF ARBITRATION

These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of services and products. Should a dispute arise over the completion of a project, the allocation of escrowed funds, or any other issue, both Employer, Worker and Exhedra agree to the following rules. Additionally, Employer and Worker agree that Exhedra may place any project into arbitration that it deems necessary. This includes (but is not limited to) obtaining information (and documenting) why escrow is being reduced, as well as investigating potential fraud issues such as illegal projects, multiple accounts, etc..

1) About Mediation / Arbitration:

Should the Employer and Worker not be able to come to agreement on acceptance, (including but not limited to copyright to deliverables, whether deliverables meet requirements and whether work acceptance should occur), both parties agree to designate Exhedra as sole mediator and arbitrator (two distinct roles). Exhedra agrees to mediate and arbitrate fairly and impartially according to the rules in this section. Where no rules yet apply it will use its best judgment (in Exhedra's sole opinion). Employer and Worker agree that Exhedra's decision is final and binding to them and hereby waive any other further legal challenges or remedies including but not limited to civil or criminal litigation against the other party or Exhedra.

2) Mediation:

Before arbitrating, Exhedra may attempt to first mediate a mutually acceptable compromise solution between both parties if it determines the option is a viable one. A mediated compromise can provide a quick and easy way for both parties to obtain a successful outcome, without the time and energy required by a full-blown arbitration. Both Employer and Worker understand and acknowledge that they are NOT required to accept any mediation proposals. Exhedra acknowledges that the refusal of any party to accept a mediation proposal will not affect its standing in the subsequent arbitration.

If a mediation successfully occurs in which the original contract is either reduced or cancelled, Exhedra will document what occurred by placing a rating on one or both parties' records, as detailed below under "Exhedra Ratings".

Should either party not agree to a mediation compromise, or should Exhedra (at its sole discretion) determine that the option is not a viable one, the process moves on to arbitration.

3) Arbitration:

Whereas mediation is like a diplomatic negotiation between two countries, arbitration is like a court trial. Much like a trial case, each party's side is weighed and often evidence needs to be gathered to determine the prevailing party.

3a) "Pay for Deliverables" Arbitrations:



Arbitration of the project is based solely on whether or not the Worker met the conditions specified in the Employer's 'Entire Project' (unless either Employer or Worker prematurely forfeits by the other rules of arbitration detailed below).    The 'Entire Project' is defined as:

The original project posting on the site (which includes but is not limited to the description, attachment and deliverables)

The subsequent clarifications and/or changes made in bids/comments from both sides in the site bidding/comment system.

     Both Employer and Worker agree that any discussions conducted outside of the site (including email, off-site chat and oral conversations over the phone) are NOT considered part of the 'Entire project' and WILL NOT be taken into account. Worker portfolio documents (which are hosted offsite) are also included in this category.

    In addition, instant forms of onsite communication (such as the onsite chat/IM and optional Assembla chat/IM) can often result in ambiguous/inaccurate logs. As an example, a worker may type: "I will do it for $100" and an employer responds with "Okay, that works for me.". However, because they are a slower typer, the worker may have already typed "But actually I would prefer $200" before the employer hits "send", resulting in the following (misleading) log:

Worker: "I will do it for $100"

Worker: "But actually I would prefer $200"

Employer: "Okay, that works for me"

Due to situations like the above, some or all parts of any instant forms of onsite communication may not be considered part of the 'Entire Project" unless Exhedra (at its sole discretion) determines it it clear and unambiguous enough to do so.

    Exhedra has found that due to poor wording or lack of attention to detail, that sometimes portions of the 'Entire Project' contradict other portions or are unclear. In the event that either Employer or Worker disputes with the other party any portion of the 'Entire Project' (including but not limited to disputes over an alleged contradiction, interpretation, or applicability) Exhedra will be the final determiner of the best method of resolving the issue. It will make this determination using the most impartial method that it can, in good faith, formulate.

     Despite repeated warnings to both Employer and Worker to the contrary, occasionally Exhedra finds that both parties have neglected to use the site to detail key items of the 'Entire Project', withholding the information necessary to make what Exhedra feels is a "just" arbitration decision. This can happen due to a deliberate manipulation by one party and/or due to genuine ignorance of the consequences of such behavior by one or both parties. Should Exhedra determine this to be the case, it may extend the definition of the 'Entire Project' to include items not normally covered (such as 3rd party chat logs). However, neither Employer nor Worker may demand such an extension nor possess the "right" to such an extension. Instead Employers and Workers agree to properly document the 'Entire Project' on the site as Exhedra warns, and not expect, or count on an extension to occur in any arbitration. Site users who repeatedly do not use the site to document the 'Entire Project' may be ejected from the site.

3a1) 'Quick Resolution' Arbitrations

If a Worker does not upload completed deliverables to the site by the delivery deadline posted by the employer, then the Worker will be found in forfeit of the arbitration. The Worker agrees to allow enough time before the deadline to double check that what they uploaded to the site is actually what they intended to upload and is in the proper format and is 100% of the deliverables...and to reupload it before the deadline if it should not be. Should the site be down, the Worker may alternately confirm delivery by emailing the deliverables along with the project URL to facilitator@vWorker.com. The date/time stamp of the email will then be used to determine if delivery was made on time or not. However, to prevent an unscrupulous Employer from unfairly manipulating a Worker to obtain free work...should Exhedra discover evidence that it feels indicates that the Employer continued to work with the Worker after the deadline, and the Worker did so in a fully competent manner, then the deadline may be deemed "Implicitly Extended" by the Employer's actions..nullifying the previous deadline and the above mentioned forfeiture.

If the timezone for a deadline is ambiguous, then Employer and Worker authorize Exhedra to determine the time zone to be enforced, using whatever method it deems (in its sole opinion) to be appropriate.

If the Worker has already agreed to provide status reports prior to the arbitration and did not fulfill that agreement, then they also be found in forfeit of the arbitration. However, to prevent an unscrupulous Employer from unfairly manipulating a Worker to obtain free work...should Exhedra discover evidence that it feels (at it's sole and complete discretion) indicates any of the below:

That the worker reported the same information required of a valid status report, but did so in a place other than the status report section (for example: in the onsite communication).

That the Employer continued to work with the Worker after the status report requirement was not met.

... then the Employer will be considered to have waived their rights to cancel on that particular missed stats report..nullifying the previous deadline and the above mentioned forfeiture. Note: status reports are NEVER required of the Worker while arbitration is in process.

If either party closes their account, then they agree that they will forfeit any ongoing and/or future arbitrations.

3a2) 'Insufficient Progress' Arbitration

If the Employer charges that the Worker is not making sufficient progress on a project, the Worker must supply specific demonstrable proof to the contrary. Examples of demonstrable proofs of progress are (depending on the type of project and level of progress expected) programming requirements, layout, designs, prototype(s), code, test cases, etc. If Exhedra determines that demonstrable proof of progress has not been supplied, the Worker will be found in forfeiture of arbitration. Exhedra may not only cancel the Worker's bid but also assign the Worker's other open projects to another, more responsible Worker.

3a3) 'Deliverable Dispute' Arbitration

The typical arbitration case involves a disagreement on what was delivered. The Employer typically claims that they did not receive 100% of the 'Entire project' and the Worker typically claims that they did provide this to the Employer.
The only way to determine who is being truthful and who isn't, is to test the deliverables. When this occurs, an Exhedra tester will perform "flaw list verification" where they compare the Employer's list of problems (the "flaw list") to the actual application/deliverables. Should one or more flaw list items be verified, then the Employer wins arbitration. Should no items be verified then the worker wins arbitration. The process works as follows:

1) "The Flaw List": First Exhedra will request a detailed flaw list from the Employer detailing exactly what the Employer contends was not delivered, and (if appropriate) instructions on how to duplicate the alleged behavior. Employer agrees to provide the above when requested by Exhedra, so that Exhedra can confirm or deny whether the original project requirements were met or not. Should the Employer not provide the flaw list then they will be found in default of arbitration. Note that all flaw list items will be screened per the "Flaw List Exceptions" rule below.

An unscrupulous Employer who knows that they will lose arbitration, might be tempted to unfairly delay the inevitable payment to the Worker, by delivering flaw lists in 'piece-meal' fashion. To prevent this, the Employer agrees that any flaw list they present is the full, complete and final flaw list.

Occasionally, the arbitrator may add items to the initial flaw list that they feel are pertinent, and these may even be items suggested by one of the involved parties. However, both Employer and Worker agree that only the arbitrator may do this, and that no other party may.

2) "Testing Venue:" Since the deliverables must function in the Employer's environment for acceptance, and the Employer is the party creating the "flaw list", the Employer will be responsible for hosting the testing venue. However, if the worker is determined to have not released the deliverables in question to the Employer, the Worker will be responsible for hosting the testing venue. Exhedra does reserves the right to move responsibility for the testing venue to another party if it (in its sole opinion) believes a fairer result may be achieved. Additionally, Exhedra may choose to host the testing venue itself, if it (in its sole opinion) determines:

a)...that the arbitration venue responsibility would not be better served by either the Employer or the Worker
b)...that significant setup assistance will not be required from the Worker (since a Worker can take advantage of such a situation to do configuration tweaks that were not done on the employer's system)
c)...that it has an existing environment adequate to testing the deliverables

    Both Employer and Worker agree that if required to provide the testing venue, they will provide Exhedra with access to all aspects of their environment that are necessary for Exhedra to:

a) Verify or deny the Employer's claims in the flaw list
b) Verify or deny that deliverables have been modified to cheat the testing process

    Note that these aspects may include (but are not limited to) software, hardware, documentation, remote access to systems etc.. Should the party responsible for hosting the testing venue refuse to provide all aspects of the testing venue when required to, they will default on the arbitration and forfeit it.

     Exhedra may use file comparisons (and/or other means) to ensure that modification of deliverables does not occur by the testing venue host. If Exhedra (in its sole judgment) determines that the host has modified deliverables to influence an arbitration unfairly in their favor, the host will forfeit arbitration, be found in default of their contract under the terms of 'fraud', and will have their account involuntarily closed.

3) "Flaw List Exceptions": Certain types of flaw list items will not be tested and must be removed from the flaw list. They include:

a) Subjective Items:

Items that cannot be objectively stated cannot be objectively tested. The Employer will be given the chance to restate them objectively, but if they do not, then they will be removed from the flaw list.

b) Cosmetic Flaws:

The Worker acknowledges and understands that they are expected to follow established industry standards (for software, graphics, writing, etc....whichever field applies). Such standards dictate doing adequate testing to ensure that the deliverables received by the employer meet the specification and are in stable working condition. However, the Employer also acknowledges and understands that (for example) the complexity of modern software makes it impossible to create software that is 100% bug free (Windows is an excellent example). In a graphics design project (as another example), minor issues (such as not liking a particular color) need to be addressed with the worker so they can be fixed...and otherwise cannot be expected to fix themselves. To ensure a fair test, certain items called "Cosmetic Flaws" will not be considered full-fledged flaws against the Worker.

   "Cosmetic flaws" are defined as flaw list items that are infrequent, do not affect the major functionality of the deliverables, can be corrected very easily and do not reflect incompetence on the part of the Worker. Some examples are a web page with the wrong background color or "typos" in a few data entry fields. Should items be found to be "cosmetic flaws" and the Worker actually wins arbitration, then they will be required to fully correct them before receiving payment.

      Note that should the tester determine that the frequency of cosmetic items shows a lack of adequate testing by the Worker, then the presence of too many cosmetic flaws WILL be considered a full-fledged flaw.

c) Setup program bug items (applies to software-related projects only):

The flaw list may contain reference to items caused by a faulty setup program. Due to the exponential number of different computer configurations in the world, setup programs sometimes do not run perfectly on every machine. More importantly, sometimes these issues cannot be identified until they are run on a particular "problem configuration" machine. If the tester determines that one or more setup program related flaw items fall in this category and could not have been prevented by the Worker using adequate testing using their own equipment and proper testing measures commensurate with the project, then these flaw items will not be considered.

3b) "Pay for Time" Arbitration:



This is the only type of arbitration available on a "pay for time" project. In this arbitration, the Employer alleges that the Worker has not worked some or all of the time logged on their timecard. The Employer contests one or more of the entries and then must prove (via the webcam and screenshots in the worker's time card) that the Worker was either not present, or not working on the employer's project. If the employer's proof is ruled 100% conclusive by Exhedra (in its sole determination), then the Worker will not be paid for that time period. If it is ruled inconclusive or invalid by Exhedra (in its sole determination) then the Worker will be paid. If Exhedra determines that the Worker has committed intentional fraud some or all of their funds may be withheld from them and their account may be permanently closed. Examples of Employer refunds include:

unauthorized breaks

Playing games (on a non-game related project)

Unauthorized talking on the phone

Sleeping on the job

Exhedra reminds Employers that legitimate working often involves thinking, and during that period, no changes to the desktop are expected to occur. As such, this type of behavior may not be contested.

If the Worker has made any manual adjustments to their timecard, these can not truly be verified, so the Employer is under no obligation to accept them. The employer may accept or reject these without going into arbitration.

4) Forfeiting Arbitration by not responding

Employer agrees to be prompt in corresponding with Worker and Exhedra, including final acceptance of 'Work Complete'. Should an employer not fully comply with Exhedra requests to either certify 'Work Complete' or produce a flaw list within 5 business days, Employer will forfeit the arbitration (at Exhedra's sole discretion). For situations other than work complete/flaw list requests...should an employer not respond to Exhedra arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's sole discretion). Should an employer respond in 3 days but (in Exhedra's sole determination) attempt to stall the arbitration by inadequately addressing one or more issues, then they may also be ruled in forfeit of the arbitration (at Exhedra's sole discretion).

If an employer forfeit occurs then Employer forfeits the arbitration as well as the entire amount of the escrowed funds. Exhedra may (at its sole discretion) either award those funds to the Worker without further investigation, or choose to investigate if the Worker accomplished the contracted work corresponding to the escrowed funds. If Exhedra chooses to investigate, they will award the Worker the percentage that Exhedra determines that they have completed and return all additional escrowed funds to the Employer.

Worker agrees to be prompt in corresponding with Employer and Exhedra. Should a Worker not respond to Exhedra arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's sole discretion). Should a Worker respond in 3 days but (in Exhedra's sole determination) attempt to stall the arbitration by inadequately addressing one or more issues, then they may also be ruled in forfeit of the arbitration (at Exhedra's sole discretion). Should a Worker not complete status reports prior to the beginning of the current arbitration then they will forfeit arbitration at Exhedra's discretion. If Exhedra determines a forfeit has occurred, then in addition to the Worker's bid being cancelled, all of the Worker's other bids which have been selected by Employers may be assigned to another (presumably more responsible) Worker. This may be done with or without notice to the original Worker.

5) Excused absences:

Under certain circumstances, either employer and worker may be granted an extension by Exhedra to the normal response times they have agreed to elsewhere in this contract. This will occur if they have an "excused absence" (such as a vacation) that meets all of the following:

The party requesting the absence notifies Exhedra and the other party in advance of both the date and length of the absence. This notification will occur on the arbitration itself and will be done in advance of the absence start date by a minimum of 3 business days, and if the absence is longer than a week, than a minimum of 2 business days in advance for each week of the absence. In order to expedite the arbitration, Exhedra may amend the timeframes of this requirement during the arbitration. If Exhedra does this, it agrees to post the new timeframes to the arbitration, to inform both parties of the change. Once this is done, both employer and worker agree to be bound by these new timeframes.

The party requesting the absence will provide any and all proof that Exhedra might require to verify that the alleged event occurred, including plane stubs, medical records, etc. (Each party agrees that if they do not, that the reason will not be considered valid).

The reason must be determined by Exhedra (at its sole discretion) to be legitimate. For example "I notify you both 4 days in advance that I am taking a break from this arbitration for 2 weeks because I'm tired of participating" would not be considered legitimate.

Both parties agree that ALL of the above requirements must be met to be considered an excused absence. If any one is not met, then the absence is not excused and the party agrees that they are not entitled to an exception, and will be bound by the normal response times and penalties that they have agreed to elsewhere in this contract.

The advance notification requirement may be reduced, if the party can provide proof (per the other requirements) that an unforeseen emergency beyond their control was the cause and the sudden nature made it impossible to provide the normal amount of advance notice (for example, a medical emergency). If such notice occurs only AFTER the response period has elapsed, it may not be possible for Exhedra to partially or completely reverse the previously made decision. To prevent this from occurring, both parties agree to instead setup a 3rd party in advance (a friend, business partner, family member) as a proxy, who will notify Exhedra of their inability to respond. This will enable Exhedra to act on the information. If either party neglects to do this, or the proxy does not notify Exhedra in advance of that party's response time expiration, that party agrees that their right to an excused absence will be waived. In such a case, Exhedra may still amend what it can (for example, the rating may be changed to indicate a medical emergency occurred). However issues such as the escrowed funds cannot be "undone".

There are a few other extremely rare situations, in which an excused absence is justified, but does not meet all of the above requirements. For example, a competent Worker may deliver 100% of a project (including all tweaks, etc.) by the final deadline and then go on vacation afterwards. An unethical employer could put the project into arbitration while they were away, knowing that the vacation would not be considered excused per the above requirements. For this reason, both parties agree that Exhedra may waive any of the above requirements if it determines it would be more legitimate (at its sole discretion). Further, both parties agree that they do not have the right to demand or request such a waiver...and that it is purely at the discretion of Exhedra.

6) When the Employer Wins Arbitration:

If the Employer wins arbitration, they may, at their option, apply the entire escrowed amount to a new Worker at no charge. Exhedra will offer the Employer options (if available) of switching to other Workers on the original bid, opening a new project to get new Worker bids, or otherwise offering to connect the Employer with Workers for the purpose of completing the project.

The employer also has the option to cancel the project and request a refund of escrow funds. To compensate Exhedra for the costs in this process, all refunds of this nature are subject to a cancellation fee for the Employer, as detailed under "Cancellation fee" elsewhere in this contract. However, to compensate the Employer when cancellation is not their fault...should the Worker be determined by Exhedra to be "at fault" for the cancellation, then funds in the Worker's account (if available) or an Expert Guarantee (if available) will be used by Exhedra to lessen or completely eliminate this charge.

If the Employer is awarded back 100% of their escrowed funds on a project, then they agree that the deliverables created by the worker may NOT be kept by the Employer. Employer agrees to relinquish possession by promptly and completely destroying all deliverables and copies of deliverables in their possession.

7) One Party Rating the Other Party:

To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. Exhedra reserves the right to suspend rating rights on either party and/or to remove/edit ratings that it judges to be either retaliatory in nature or involving a "trade" of favorable ratings to avoid a deserved bad rating.

8) Exhedra Ratings:

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

However mediations and arbitration situations receive special scrutiny from Exhedra because they often tempt one party to "trade" a deserved bad rating in return for performing a concession for the other party. This practice is unfair to future employers and workers who rely on the ratings to make decisions and taints the overall integrity of the rating system.

To prevent this, both parties agree to cooperate fully and completely with Exhedra's investigations as to why a cancellation or reduction in payment has occurred. Exhedra (at its sole discretion) will determine who is "at fault" and will then apply its own rating as follows:

When one party is found at fault

The at fault party receives a negative rating (3 or less) with a comment detailing what occurred and the arbitration is recorded as a 'lost' arbitration on their record.

When two parties are found at fault.

Both parties will receive a negative rating (3 or less) with an comment detailing what occurred and the arbitration is recorded as a 'lost' arbitration on their record.

When Exhedra can't determine who is at fault

There are times when it is not possible (or economically practical) to determine conclusively which party is at fault and which isn't. In these cases, both parties will receive a neutral rating with a comment detailing each party's unverifiable position. The arbitration is recorded as 'neutral' arbitration on both party's records.

When Exhedra determines that neither party is at fault

Both parties will receive a neutral rating with a comment detailing why the result was neither party "at fault". The arbitration is recorded as 'neutral' arbitration on both party's records.


9) Worker cancellation grace period:

A Worker may, in good faith, place a bid and then later discover at the time of escrowing that they cannot take on the project. Some examples include winning more projects than anticipated, or taking on additional responsibilities while waiting for the Employer to escrow funds. If a Worker notifies the Employer (onsite) or Exhedra, within 24 hours after the Employer fully completes the escrow payment, with a reason that will prevent them from completing the project, Exhedra will grant them a neutral rating, rather than a poor/bad rating. A comment indicating that the cancellation grace period was exercised by the Worker will be documented by Exhedra on both the Worker and Employer's profiles. Should Exhedra (at its sole discretion) determine that the reason does not appear to be legitimate (including but not limited to 'I just don't feel like doing the work'), it can revoke this privilege. If Exhedra determines that the Worker is misusing the worker cancellation grace period it can also revoke this privilege.

If Exhedra determines that the Worker started working on the project it can revoke this privilege and require formal arbitration to determine the reason for cancellation.

This grace period does NOT apply to a project in which the Worker has escrowed an Expert Guarantee. Such projects have their own period for an acceptable cancellation, as detailed elsewhere in this contract.

10) Inappropriate Behavior:

If Employer or Worker threatens or harasses the other party or Exhedra, does not treat the arbitration process with respect or professionalism, does not follow arbitrator instructions, attempts (in Exhedra's sole opinion) to manipulate or unduly influence the arbitration process, or breaks any rules in the employer or worker agreement or in the site terms and conditions, then Exhedra may choose to automatically forfeit that party and rule in favor of the opposite party, as well as permanently terminate that party's account.

11) Unfair contact via phone:

Exhedra arbitrators must maintain their objectivity to produce a fair judgment. This cannot be maintained when a party initiates one or more phone calls to attempt to pester or influence the arbitrator into deciding in their favor. To prevent this, both parties agree to post responses via the site and not to respond to the arbitration (nor attempt to discuss it) with Exhedra via the phone. The exceptions to this are:

Posting difficulties: If either party is having technical or physical difficulties actually posting to the arbitration. In this situation they may phone Exhedra and a facilitator will assist them. (However, their arbitrator will not do so, to maintain proper distance and objectivity.)

Initiated by arbitrator: Sometimes, written posts are not the most effective means for communicating; especially when complex or emotionally charged issues are discussed. If an Exhedra arbitrator (in their sole determination) determines that this is the case, they may require one or both parties to receive a Skype, phone call, or other means of improved communication. Exhedra will make reasonable arrangements to make sure the time of such communication works for the party or parties involved. If a party refuses to participate in such a discussion, or does not agree to do so in a reasonably timely basis (as solely determined by Exhedra), they can be considered to have forfeited the arbitration by not responding, and will suffer the penalties described for doing so, as detailed elsewhere in this contract.

12) When an objective/fair result cannot be determined

Normally, both parties create a clear and objectively measurable contract and then communicate onsite. When this happens, an objectively fair result can be determined by the Exhedra. However occasionally, one or both parties neglects to do this. When this happens, there is a possibility that the onsite evidence is not sufficient or clear enough to actually make a determination. If Exhedra (at its sole discretion) determines that this is the case, then both parties agree that Exhedra may use the determination method of last resort: the "random method". This involves finding a random 4th party input to provide a random determination on whatever issue is under question. For example, if the issue is whether 10% or 20% of the work is done, and neither party has specified the contract, then a determination could not be made and Exhedra would be forced to use the "random method". It might implement this by stating in advance that it will note the first number that appears on MSNBC.com the following day...and stating in advance that if it is odd then 10% would be awarded (and if it is even then 20% would be). To ensure a truly fair and random result, Exhedra will always state the random conditions and possible outcomes before any party (including itself) knows what the actual 4th party random result is.

13) Re-examining/re-opening arbitrations

Exhedra's goal in arbitrations is to always arrive at a fair arbitration result. Sometimes such a result is difficult to attain, for example, due to lack of complete information, miscommunication, etc.. If Exhedra determines (at its sole discretion) that an arbitration result was not (or may not) have been 100% correct, it has the right to re-examine and/or re-open any and/or all parts of it. If Exhedra (at its sole discretion) determines that a change should be made, the new change takes precedence over any original resolution. If Exhedra re-opens an arbitration, all parties have the same rights, duties and responsibilities as in a normal arbitration.

14) Agreement to not mislead and public announcements

Both parties agree that they will not mislead external parties about their arbitration experience, by providing inaccurate or misleading information about it. Each party understands and agrees that if they do this, then Exhedra has the right to protect its good name to the fullest extent of the law. Should a court of law find that either party did present inaccurate or misleading information, each party agrees to pay damages to Exhedra to fully compensate it for all damage caused, as well as to pay all of Exhedra's reasonable legal and administrative expenses in obtaining this compensation.

Sometimes, a party will discuss an arbitration in a public forum (internet or otherwise) and use inaccurate or misleading negative information in an attempt to "embarrass" Exhedra into ruling in their favor. Other times a party that has lost fairly, will attempt to get their revenge on Exhedra by posting innaccurate or misleading negative information, in an attempt to discourage future customers from using them.

Such situations are not fair to Exhedra, if left unadressed. To protect Exhedra, both parties agree that if either party puts out negative information about an arbitration to the public, Exhedra has a right to rebut the damaging statements by making public any or all of the information in the arbitration record, private messages, and other normally confidential information. Since such an act is usually done in a forum where the original damaging statement continues to do damage, both parties agree that Exhedra has the right to protect its reputation by:

Keeping all of the above information public...even if the party closes their account on the site.

Keeping any or all information on the party's public record public...even if they close their account on the site.

And since a damaging party can name Exhedra (and or it's website(s)) by its real name and location when causing this type of damage, both parties agree that Exhedra may also name them by their real name (including business name, geographical location, address, etc.) when the above situation occurs.

6. PAYMENT TERMS

Employer will transfer funds to Exhedra via one of the methods provided on the web site which includes credit card, PayPal, snail mail check and bank to bank wire transfer (methods are subject to change). If Employer chooses a bank to bank wire transfer, Employer agrees to pay Exhedra a surcharge to cover its expenses as follows:

Domestic (if employer sends from the United States): $15.00 USD

International (if employer DOES NOT send from the United States): $40.00 USD

Employer warrants that payment is made in good faith. Should payment be rejected by a financial institution due to insufficient funds, bad credit, charge back or other reason, they agree to compensate Exhedra for the expense and inconvenience with an additional 15% service charge. Employer agrees to not move funds to escrow without the intention of paying the worker upon completion of the job. If Employer wishes to increase or decrease the amount escrowed, they may do so with mutual agreement of the Worker, and documentation of the reasons for the adjustment on both party's ratings by Exhedra. Exhedra does not collect taxes, duties, fees or other governmentally imposed excises, so Worker and Employer agree to assume their respective responsibilities under the law.

Chargebacks.
If Employer issues a chargeback on any deposited funds, rather than (or despite) participating in the arbitration process, it will be deemed a payment made in bad faith and a violation of the contract. The Employer will be given an opportunity to make good on the funds by immediately escrowing funds to cover the entire amount. The make good payment must be made via both a payment method and in a timeframe that Exhedra deems acceptable. If this occurs, then the bad faith payment will be considered negated. However if one or both do not occur, then Employer agrees that they are guilty of fraud. All projects will be frozen, refunded, or dealt with in a manner Exhedra deems appropriate. Additionally, Employer agrees that Exhedra may pursue whatever legal means become necessary to secure repayment of the entire amount of the bad faith payment from the Employer. Employer agrees to pay all Exhedra costs in securing such payment, including collection agency costs and reasonable attorney's fees.

Refund Policy.
Under no circumstances will a refund be granted for either a bulletin board auction or a bonus auction (where the Worker is credited immediately). For other auction types, the worker will generally commence work as soon as the Employer's deposit is made. As their invested time and work is not recoverable, all funds escrowed are also non-refundable except under the following circumstances:
1) Worker agrees that work was not commenced.
OR
2) Worker was determined to be "at-fault" for the non-delivery of the contract by the arbitration process (as detailed under "Rules of Arbitration").

Employer agrees to assume any cancellation fee that may be associated with a refund or partial refund, as detailed under "Cancellation fee" elsewhere in this contract.

Cancellation fee.
There is no fee to have funds refunded to your site account, where they are held for you to spend later. However, if you choose to have funds physically refunded back to you, then we incur some small costs and charge a small cancellation fee to cover them. VISA, Mastercard, PayPal, etc. either charge us a fee to process a refund, or charge us a fee for the initial payment which they will not return to us on the refund. To compensate Exhedra for these costs (which occur in both full and partial refunds), Employer agrees to pay a cancellation fee as follows.

Credit card, PayPal: 3.5%
Wire: $15.00 domestic, $25.00 international.
Snail mail: $1.00 domestic, $3.00 international.

However, if the refund occurred due to the fault of the other party (as determined in arbitration), Exhedra will attempt to recover the funds from that party. However, if it cannot recover them for any reason, then the employer continues to assume responsibility for this fee.

Note: the employer can avoid any chance of having to pay this fee (at no charge) on all pay-for-deliverables projects, by simply requiring the Worker to place an Expert Guarantee. Please see details on both the rules of arbitration and the Expert Guarantee, elsewhere in this contract.

Refund Process.
Funds will be credited back to the employer, depending on the way the funds were initially deposited by them. Funds deposited via...

...credit card will be credited back to the original credit card that it was charged on. Doing so otherwise would allow an unscrupulous employer to do a chargeback on the original card, that would result in the employer being refunded twice (at Exhedra's expense). If the original credit card account was closed, Employer can still contact their issuing bank. That bank must send the refund to them. Occasionally such a bank (typically non-U.S.) will send Exhedra the funds directly rather than refunding the employer. If this occurs, the money can be sent to the employer through PayPal, check or wire transfer (wires require an additional wire fee which varies according to your location...please contact Exhedra for exact details). In no situation can the funds be credited to another credit card, as credit card regulations do not allow this and could cause Exhedra to lose its merchant account status.
...PayPal will be refunded back to the original PayPal account. Doing so otherwise would allow an unscrupulous employer to do a chargeback on the original payment, that would result in the employer being refunded twice (at Exhedra's expense). If PayPal confirms that the original account was closed, then the money can be sent via check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Exhedra for exact details), or another PayPal account (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regulations do not allow this and could cause Exhedra to lose its merchant account status.
...Checks or wire transfer can be refunded via either check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Exhedra for exact details) or PayPal (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regulations do not allow this and could cause Exhedra to lose its merchant account status.

7. PROJECT DETAILS, BIDDING AND REPLY PRIVACY AND EXPLANATION (Added 7/3/03)

The Worker and Employer may exchange one or more bids and replies on the project. Exhedra wishes to make clear in this section exactly what is shown and what is not shown to other people on the site regarding projects and bidding.

Profiles:

Both employer and worker profiles are publicly available. Profiles are viewable by clicking on the person's name at various places on the site, including bids, projects and ratings. 3rd party search engines outside of the control of Exhedra (such as Google) may index and show these profiles on their sites. If you wish to keep your identity private, you are advised to use the 'Screen Name' feature of the site and use a name different than you real name or company.

Open Auctions (with no NDA):

Project Details: (description, etc.)

Project details are viewable by the public

Bids/Replies:

Outsourcing projects:

While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders.

Once a winning bidder is chosen, some limited bidding information is made visible to the general public, to demonstrate that a fair auction was conducted:

$ amount of bid

# of bids/comments

Worker's screen name and link to profile

Whether they won the bid or not

Everything else remains private...including the text and attachments of all comments made. The project page itself is removed from general public access on the site's search system. However, the general public can view the title of the project on the winning bidder's resume. Clicking on the link will allow a person from the general public to view the project itself and the information stated above. Additionally, 3rd party search engines outside of the control of Exhedra (such as Google) may index and show this information on their sites.

If an employer wishes to hide the details of their open project from the general public, they may choose to 'privatize' the open project once a worker is chosen. This converts it into a private auction (see below) which, as the name implies, is much more hidden. Click here for instructions on how to do this.

Crowdsourcing / Trialsourcing projects:
What people can see depends on the co-contestant visibility of the project (set by the Employer).

Public: The public can see:

"Public Messages" page: All onsite communication between the employer and each contestant.

"Compare All Contestants' Uploads" page: The submissions sent by each contestant to the employer, any message attached to it, and what the employer rated it.

"Contest / Message Summary" page: A list of all contestants who have responded or been invited to the contest. The list includes the following for each contestant: highest rating received from employer on submissions, number of messages, number of submissions, if/when they officially announced starting the contest.

Semi-public: The public can see:

"Compare All Contestants' Uploads" page: The submissions sent by each contestant to the employer, any message attached to it, and what the employer rated it.

"Contest / Message Summary" page: A list of all contestants who have responded or been invited to the contest. The list includes the following for each contestant: highest rating received from employer on submissions, number of messages, number of submissions, if/when they officially announced starting the contest.

They cannot see all other onsite communication between the employer and other contestants.

Private: The public can see:

"Contest / Message Summary" page: A list of all contestants who have responded or been invited to the contest. The list includes the following for each contestant: highest rating received from employer on submissions, number of messages, number of submissions, if/when they officially announced starting the contest.

They cannot see anything else.

Open Auctions (with NDA):

Project Details: (description, etc.)

Project details are viewable only by those Workers whom the Employer approves for viewing by accepting their NDA. The general public or those rejected may only view the "Pre NDA" message that the Employer posts for the public.

Bids/Replies:

Outsourcing projects:

Same as for Open auctions except:

Bidding information is only made visible to those workers who had their NDA approved by the employer (rather than the general public).

3rd party search engines cannot crawl anything other than the public (pre-NDA) information that the employer chose to disclose to the public.

While the general public can view the title of the project on the winning bidder's resume, clicking on that link will not show them anything more (they cannot view the project itself).

Crowdsourcing / Trialsourcing projects:

Same as for Open auctions except that co-contestant visibility is limited to those contestants that had their NDA approved by the employer (and not the general public).

Private and One-on-one auctions

Project Details: (description, etc.)

Project details are viewable only by those Workers whom the Employer invites to the auction. The general public may not view the project details.

Bids/Replies:

Outsourcing projects:

Same as for Open auctions except:

Bidding information is only made visible to those workers invited to the project by the employer (rather than the general public).

3rd party search engines cannot crawl the project page.

While the general public can view the title of the project on the winning bidder's resume, clicking on that link will not show them anything more (they cannot view the project itself).

Crowdsourcing / Trialsourcing projects:

Same as for Open auctions except that co-contestant visibility is limited to those contestants that the employer invited to the project.

8. EXPERT GUARANTEE AND AGREEMENT

8a. What is the Expert Guarantee?
In order to better secure a project, the Worker may elect to pledge an 'Expert Guarantee'. The Expert Guarantee is a good-faith deposit of funds that is made to demonstrate that the Worker is confident enough in their skills, commitment and time management abilities to guarantee that they will complete the project 100% by the deadline (in "pay for deliverables" projects)...per the rules of arbitration specified elsewhere.

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

In either of the above situations, the Worker pays a non-refundable Expert Guarantee Processing Fee to Exhedra to cover the expenses of processing their deposit. The fee is discounted (and completely waived) if you pay using a preferred payment method.

More information on the entire process is detailed below.

8b. Acceptance/Decline Period
A Worker may place bids on many different projects at one time, without knowing how many will be accepted in advance. To prevent this from causing an unfair burden on the Worker, the Worker will be given an opportunity (after being selected by the Employer on an Expert Guarantee project), to choose whether or not to begin the project. The Worker will have up to 3 business days to either decline the project or escrow the Expert Guarantee. If the Worker chooses to begin the project, then they must deposit the Expert Guarantee via any of the payment methods accepted by Exhedra for this deposit. If the Worker chooses to decline the project, a neutral rating will be placed on both parties' records indicating what happened, and the Employer will have the option of choosing another Worker. If the Worker does not respond in 3 business days, they will be in default. If this happens, they may be subject to having the project acceptance cancelled, an unfavorable rating placed on their public record and/or expelled from the site (all at Exhedra's sole discretion).

If the Worker does not accept or decline the project within the 3 business day period and the Employer continues working with the Worker, it is considered that the Employer has implicitly agreed to remove the Expert Guarantee requirement. The employer cannot cancel due to the Worker's lack of response on the Expert Guarantee and the project must go into arbitration if either party wants to cancel.

If the guarantee was for the second portion of a trialsourcing project, then the employer has the option to rate the worker poorly on the first part (for backing out). When the second part of a trialsourcing is aborted, the non-cancelling party has the option to revise their rating on the first part, to reflect what happened.

8c. The Funds
The funds are held by Exhedra until the project is completed, or both parties agree that the project was not completed, or both parties disagree on the status of the project (in which case a vWorker.com arbitrator determines the status of the work as detailed elsewhere). Exhedra will exercise the same care and diligence with escrowed Expert Guarantees as it exercises with Employer Deposits, and will honor all of the obligations detailed in the Employer Agreement under the subparagraph of Exhedra's Escrow Obligations (with the Worker assuming the rights of the 'Employer' in that subparagraph).

8c1. Determining the deadline and work completion (applies to "pay for deliverables" projects only)
If the employer chooses to extend the deadline on-site, then for purposes of determining work completion, the old deadline will be discarded and the newest one used in its place. Work will be deemed as 100% complete, per the normal rules of arbitration detailed elsewhere in this contract. These rules include (among other things) an allowance for cosmetic flaws (which do however have to be fixed...see the rules of arbitration elsewhere for more details).

8c2. 100% completed work or project completed
If the work is 100% completed by the deadline (in "pay for deliverables projects") or completed without any timecard fraud (in "pay for time projects"), the good-faith deposit is returned to the Worker. The Expert Guarantee Processing Fee (detailed elsewhere) is non refundable.

8c3. Work not completed
If the work is not completed 100% by the deadline (in "pay for deliverables projects") or completed without any timecard fraud (in "pay for time projects"), the Expert Guarantee will be forfeited by the Worker, per the rules on Expert Guarantee forfeiture below. The Expert Guarantee Processing Fee (detailed elsewhere) is non refundable.

8c4. Employer prevented work from being completed (applies to "pay for deliverables" projects only)
As an exception to the rule above...if the employer is solely responsible for preventing the work from being completed (for example by withholding required information, or pulling out of the contract prematurely), then the Worker receives back the good-faith deposit. The Expert Guarantee Processing Fee (detailed elsewhere) is non refundable. Should Worker or both parties be responsible for preventing the work from being completed then the work will be considered "work not complete" then the exception detailed in this paragraph will not apply.

8c5. Employer and Worker cannot agree on status of work completion, deadline (or Exhedra determines agreement is inaccurate)
If the Employer and Worker cannot come to agreement regarding any of the above, or Exhedra determines the agreement is inaccurate, Exhedra will resolve the issue via arbitration (just like a normal project). Both Employer and Worker agree to abide by all of the rules of arbitration as indicated elsewhere in this contract. Once a ruling is made, the Expert Guarantee will be dispersed based on the arbitrator's ruling.

8d. The Expert Guarantee Processing Fee:
To compensate Exhedra for processing the Expert Guarantee, Worker agrees to pay to Exhedra a (non-refundable) 3.5% fee. The fee is a percentage of the Expert Guarantee. The fee is discounted (and completely waived) if you pay using one of the below preferred payment methods:

Method of Deposit of Expert Guarantee	Expert Guarantee Fee
No deposit - transfer of existing funds already in worker account	0%: Fee is discounted (and completely waived) for using a preferred payment method.
Snail mail check	0%: Fee is discounted (and completely waived) for using a preferred payment method.
Bank to Bank Wire Transfer	0%: Fee is discounted (and completely waived) for using a preferred payment method.* * Note: A wire transfer fee is charged: the same amount as charged to employers on their bank to bank wires.

If the Worker uses a combination of methods to make the deposit, the fee is discounted only for the deposits made with preferred payment methods.

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

Paying the Employer's cancellation charge (if any applies), on their behalf. See the Employer Legal Agreement for information on when a cancellation charge might apply.
Reimbursing Exhedra for any costs it incurs as a result of chargebacks or not receiving proper payment.
All of the remaining funds are donated to a non-profit charitable organization with no business ties (other than receiving donations) to Exhedra. The specific charity may change in the future, at Exhedra's sole discretion, as long as it meets the preceding requirements. Currently the non-profit charity is Direct Relief International, a charity that provides essential material resources to locally run health programs in poor areas around the world and during times of disaster. This charity was rated by Forbes in 2005 as one of the top 3 most efficient charities in the world. Click here for more information on Exhedra donations by year.

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

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

8g. Return of the Expert Guarantee to the Worker
As detailed elsewhere, the Expert Guarantee is returned to the Worker if and when they successfully complete the project, as well as some other situations. When that occurs, Exhedra will credit the funds to the Worker's deposit account. The Worker can currently view this (although it is subject to later change) by going to 'My financials' (under 'My account' in the Workers menu), and looking at the worker deposit section.

These funds are then available to the Worker for use on a future Expert Guarantee at any time. Should the Worker wish to receive the funds back to them they can notify finance that they want a refund. Exhedra will process it as follows (depending on how the initial deposit was made):

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

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

9. BIDDING SPAM

Bidding spam is a generic comment or bid that a worker places on one or more projects without first attempting to read or understand what the project is about. It may be done by accessing the website normally, or it may be done through an automated program. Bidding spam distracts employers from the legitimate bidders and unnecessarily slows down the bidding process.

Employers can choose to limit bidding on their projects to workers who post a "no-bidding-spam" guarantee along with their bids. As part of this guarantee, the worker posts a brief (1-3 sentence) summary of the project to prove that they read it. If the employer finds they have not read it (for example, simply copying and pasting some or all of the project description, posting nonsense or otherwise demonstrating they responded without reading the project), the employer can record a formal complaint against them.

When a complaint is filed, Exhedra will record it on the worker's record. If 3 different employers report a worker, then their bidding privileges (ability to post on new projects) are automatically suspended for 24 hours. If a worker who was previously suspended receives 2 more bidding spam reports, then their account is forfeited and terminated (after a manual review by Exhedra and at its sole discretion). Any worker forfeiting their account will also have all funds in it (and all future funds credited to it) frozen and kept by Exhedra for six (6) months. If the worker does not come back on the site (see duplicate accounts) for six months, then they will be paid the funds. However, if they do, then the funds will be permanently forfeited to Exhedra.

10. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

Employer will defend and hold Exhedra 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. Employer will pay all settlements or damages awarded against Exhedra, provided that Exhedra (i) informs Employer of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Employer with all related information, (ii) grants Employer the authority to settle or litigate such suit or proceeding

11. WHEN EXHEDRA IS A WORKER (Added 9/12/03)

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

To clearly post in the initial bid placed on the project that the bid is being posted by Exhedra, and that special rules apply to the project, as detailed in this section.

To waive their rights to arbitration.

By accepting a bid placed by Exhedra on the project, the Employer agrees:

To waive their rights to arbitration as well

To reduce the risk for the Employer, Exhedra will attempt to negotiate mutually agreeable partial payments for the achievement of milestones.

12. Abandoned accounts

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

13. Fraudulent Behavior Notification Warning

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

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

14. Crowdsourcing / Trialsourcing Projects

If the project is a crowdsourcing or trialsourcing project, the following special rules apply. If a rule in this section conflicts with a rule in another section then it overrides and supercedes it.

Escrowing:

Unlike outsourcing projects, escrowing occurs immediately by the employer when the project is posted (rather than only after the employer selects a worker).
Employer Prize Guarantee and refunds:

The employer can choose to guarantee or not guarantee to award the prize. Guaranteeing a prize can greatly encourage project participation.
- Guarantee:
  
  If the employer guarantees to award the prize, then they must award it and forfeit the ability to request a refund of any kind. If the employer does not choose a winner within two weeks of the contest expiration, then they authorize Exhedra to choose a winner for them. Exhedra may use whatever method they find suitable. An example method is to rank the workers based on the following (in descending order) and selecting the top ranked worker as the winner: upload ranking by employer, number of responses to employer, all worker competition ranking, screen name in alphabetical order (to break ties).
  
  In order to be eligible for the guarantee, the worker must have uploaded the fully completed final deliverables, in complete entirety, to the site...and done so before the final submission due date. If they do not do so, then they are not eligible for the guarantee. The only exception to this is if:
  - The employer instructs them not to do the above (onsite).
  - There is no possible way to do so (ex. if the work is a service which cannot be uploaded).
- No guarantee:
  
  If the employer does not guarantee the prize, they they may choose to get a refund of the escrowed funds back to their account if they are not pleased with any of the contest entries.
  
  Note: We do incur some small costs on physical refunds, and charge a small cancellation fee to cover them. However, the employer can avoid this fee by keeping the funds in their account to spend later (and there are other options as well to avoid it). Click here to learn more.
Copyright rules:

The following apply unless the other party explicitly relinquishes one or more of their rights pertaining to it, and documents it in the onsite communication:
- Employer:
  
  The employer will receive copyright to the deliverables from the contestant / worker when they award the prize funds to them. Unless/until they do, they do not own copyright to it. Before awarding funds they may not modify, redistribute or use it in any way, other than to verify awarding the prize. Any employer who knowingly violates this prohibition will have their account permanently closed for copyright fraud. Additionally, they expose themselves to potential criminal and civil charges in a court of law. (If you see a violation, please click here to report it).
- contestant / Worker:
  
  The worker guarantees that they currently own full and exclusive copyright to all work they submit. If they wish to include 3rd party work of any type, they must document the following, onsite:
  1. Tell the employer exactly what is 3rd party in the deliverables.
  2. Explain what the copyright ramifications are to them.
  3. Have them agree (onsite) to the above.
  Any worker who knowingly submits 3rd party work in their deliverables without doing the above, will have committed copyright fraud and will have their account permanently closed. (If you see a violation, please click here to report it).

15. Coupons (also known as promotion codes, promocodes, coupon codes, redemption codes, etc.)

From time to time Exhedra may give away coupons for use on the site. All dollar amounts in coupons are in the form of credits which must be spent on the site. All credits have $.00 cash value and as such may not be traded, exchanged, refunded or redeemed for cash (or its equivalents). Credits belong only to the account they are credited to and are non-transferable to any other account. They are usable only on legitimate site business and may not be used to pay oneself (or a duplicate account of oneself). In addition, certain coupons may have additional conditions. See the coupon redemption page for full details on any particular coupon.

16. Exhedra guarantees: terms and conditions

Exhedra makes the following guarantees (which are subject to the terms and conditions following the list):

Pay-for-deliverables:
1. To the employer:
  1. "Triple-point guarantee": The worker will do all the following, or the employer receives their money credited back to their site account:
    1. To-contract: Fully complete and deliver the contracted work (or pre-agreed upon milestone work). This work will be done in a manner that meets industry-wide expected standards.
    2. On-time: The above will be completed by the deadline.
    3. On-budget: The above will cost the pre-agreed upon escrow amount.
  2. "Quadruple-point guarantee": Same as the "triple-point guarantee", but applies only to projects more than $150.00, and has an additional guarantee: The worker will file weekly status reports or employer receives their money credited back to their site account.
2. To the worker:
  1. Payment guarantee: If the worker fully completes the contracted work (or pre-agreed upon milestone work) by the deadline (or milestone deadline), and it is up to industry-expected standards, then the funds will be credited to their site account. On projects more than $150.00 the worker's guarantee pre-condition responsibilities also include filing a weekly status report on-time.
Pay-for-time:
1. To the employer:
  1. The selected worker will prove their billable hours by logging into the AccuTimeCard™, where the employer can review their desktop (and optional webcam) activity. If the worker does not login, or their activity log proves they were not working on the employer's project, then the employer receives their money credited back to their site account.
2. To the worker:
  1. If you log time properly in AccuTimeCard™ and truly work on the employer's project, your site account will be credited for every hour you work.

Guarantee terms and conditions:

Guarantees are made possible by...
1. ...arbitration, which allows Exhedra to protect both parties from abuse by verifying the pre-conditions of the guarantee. If a party loses or forfeits any pre-condition requirements reviewed in the arbitration, or forfeits the entire arbitration (for example, by not cooperating), then they forfeit their guarantee along with it.
2. ...proper escrowing of funds, which allows Exhedra to protect the other party and allow it to make the guarantee. If a party does not escrow funds properly (for example: takes the other party offsite and makes an illegal offsite payment) then both parties forfeit their accompanying guarantee.
Linkage to other terms in contract: This contract lays out all ways in which an employer or worker may forfeit or lose possession of things like escrow. If such a situation occurs, that party forfeits any and all guarantees related to that item. For example, any item forfeiting rights to escrow, will forfeit the guarantee as well. As a specific example: all employers agree in their contract to verify all work 100% before signing off on the work/timecard; and if they don't, they agree the penalty is that they lose the escrow and cannot get a refund. So, a employer who chooses to do this, not only forfeits escrow, but also forfeits their guarantee as well (i.e. triple-point, quadruple-point, timecard accuracy guarantee, etc.).
If an employer chooses not to require the worker to place an adequate Expert Guarantee they may find themselves having to pay a cancellation fee to receive their refund. It is highly recommended that an employer avoid this, by requiring an Expert Guarantee that would cover this amount. See 'cancellation fees' for more details.

17. LIMITATION OF LIABILITY; INDEMNITY

Employer may request information from Exhedra (including any of its employees or contractors) regarding legal issues (including, but not limited to, copyright or tax law), and that party may provide it. Exhedra makes reasonable efforts to ensure that the information it provides is correct, but it cannot guarantee it. Additionally, under no circumstances is Exhedra (or any of its employees or contractors) giving legal advice. If you need this sort of advice, you should consult a qualified attorney instead.

Employer may request advice regarding worker selection from Exhedra employees and contractors. Any advice given is purely the opinion of the advice giver and is done only for the employer's benefit of an additional perspective. It does not constitute an official endorsement or repudiation by Exhedra of the worker. Additionally, Exhedra cannot and does not grant any additional guarantees for any worker on the site, simply because they may have been recommended by an Exhedra employee or contractor.

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

Employer shall indemnify, defend (with counsel approved in writing by Exhedra) and hold Exhedra, 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 Employer, its employees, representatives or agents.

18. EXPORT

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

19. DEFAULT;TERMINATION

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

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

2) Continue the project offsite with the employer if they feel comfortable with this. Exhedra will cancel the project on site and refund funds to the employer. Both parties will have full permission to conclude it offsite. Anything that occurs is solely a matter between the two parties and Exhedra will not arbitrate.

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

If either party gives the other notice of termination or advises the other of its intent not to renew this agreement, Exhedra may require Employer to pay cash in advance for subsequent transactions regardless of Employer's credit status.

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

20. CLOSING ACCOUNTS

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

21. SECURITY AND VIRUSES

Please note that Exhedra uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect site users from viruses via virus scanning software. However no security system and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on an Exhedra system, Exhedra will alert the affected Employer via email (to the address registered on the site). However, due to the nature of security and viruses, Exhedra strongly advises the Employer to take their own security precautions, such as personal virus scanning software, and/or encrypting sensitive communications. Given the nature of these matters, should a security compromise or virus incident occur, Employer agrees that Exhedra is not liable for the incident (in any way or kind) nor for any repercussions of such an incident (in any way or kind).

22. Data Retention Policy

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

23. ENFORCEMENT

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

24. GENERAL

Survival. The parties' obligations under sections pertaining to refunds, disintermediation, NDA, copyright, intellectual property, fraud, taxes and indemnification shall survive any termination and/or expiration of this agreement.

Assignment. Employer shall not assign or transfer this agreement without Exhedra'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 Exhedra is the agent for Worker and Employer in bringing the two, or more, parties together using the Exhedra website. Exhedra shall act as a fiduciary for Employer and Workers for the limited purpose of collecting and disbursing funds. For all other purposes, the parties are independent contractors.

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

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

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

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

Exhedra Solutions, Inc.
Attn: Legal Services
14310 North Dale Mabry Hwy
Suite #280
Tampa, FL 33618
USA

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

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

Modifications; Special Agreements; Entire Agreement. Note that Exhedra reserves the right from time to time to amend, modify or change this agreement. When this happens, Exhedra 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 Exhedra and the Employer 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 Employer and Exhedra 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.