Terms and Conditions For CoderDuel LLC

1.1 Overview.

CoderDuel LLC is a marketplace and competition platform for full stack software development. Clients submit project briefs and prize amounts to initiate software development competitions ("Challenges"). Developers ("Participants") submit completed software products ("Submissions") for consideration. The Client selects three finalists ("Finalists") and then one winner ("Winning Submission"). Finalists and the Winner are compensated and transfer their intellectual property to the Client.

1.2 User Definitions.

"Client" means an individual or organization initiating a Challenge on CoderDuel LLC.

"Developer" or "Participant" means an individual or entity submitting a Submission in response to a Challenge.

"Submission" means a finished software product submitted for a Challenge.

"Finalist" means a Submission selected as one of the top three entries in a Challenge, subject to IP transfer and payment.

"Winning Submission" means the Finalist selected by the Client to receive the largest payout.

2.1 Creating a Challenge.

Clients launch Challenges by submitting a Project Brief and prize funding. The Project Brief must clearly articulate the requirements for the software project.

2.2 Submitting Work.

Developers may respond by submitting original, functional software solutions that satisfy the Brief.

2.3 Finalist Selection.

Within sixty (60) days of funding the Challenge, the Client must select three (3) Submissions as Finalists. Finalists are guaranteed compensation and must execute an IP Transfer Agreement to receive payment.

2.4 Winner Selection.

From among the Finalists, the Client must select one (1) Winning Submission, which will receive the largest portion of the prize pool.

2.5 Abandoned or Expired Challenges.

If no Finalists are selected within sixty (60) days, CoderDuel may refund the Client (in the case of Option 1), retain the funds, or resolve the Challenge in its sole discretion.

3.1 Client Payments.

Clients must fund Challenges using one of the following models:

Option 1: Pay in Full (Fully Refundable). Clients pay 100% of the prize pool at the time of launching the Challenge. If no Submission is selected as a Finalist, the full payment is refundable upon request. Once a Finalist is selected, the payment becomes non-refundable.

Option 2: 20% Down (Non-Refundable). Clients pay 20% of the prize pool at launch. This deposit is non-refundable. The remaining 80% must be paid when Finalists are selected. Failure to fund the remaining amount forfeits the right to use any Submissions, and the initial deposit is retained by CoderDuel.

3.2 Developer Fees.

CoderDuel LLC deducts a platform fee from all payouts made to Developers. The applicable fee rate shall be communicated to the Developer prior to engagement and reflected in their dashboard.

3.3 Refunds and Forfeitures.

Refunds are governed by the payment option selected. Except as explicitly stated in Section 3.1, deposits are non-refundable once a Finalist is selected.

4.1 Submissions.

All Submissions remain the intellectual property of the Developer until selected as a Finalist. Clients may not use, reproduce, or modify any Submission unless it is selected as a Finalist or Winner.

4.2 Transferred Work.

Upon selection as a Finalist or Winner and execution of the IP Transfer Agreement, the Developer agrees to transfer all rights, title, and interest in the Submission to the Client.

4.3 Third-Party Materials.

Use of third-party code or libraries must be properly licensed. Developers are responsible for ensuring compliance with all open-source or proprietary licensing terms.

5.1 Developer and Client Behavior.

Users agree to act ethically and professionally. Prohibited conduct includes:

Submitting plagiarized or recycled code;

Misrepresenting skills, experience, or authorship;

Circumventing the platform to avoid fees;

Colluding with other users to manipulate results;

Running sham Challenges to solicit ideas or code without intent to pay.

5.2 Confidentiality.

Users may receive confidential or proprietary information and agree to treat such information with strict confidentiality, even after their participation ends.

6.1 Registration.

All Users must register for an account to use the Services. Accounts must be associated with accurate, verifiable information.

6.2 Account Suspension.

CoderDuel LLC reserves the right to suspend or terminate accounts that violate these Terms or engage in fraudulent activity.

6.3 No Agency.

Nothing in these Terms creates an employment, agency, or joint venture relationship between any parties.

7.1 User Disputes.

While we may assist in resolving disputes between Users, CoderDuel LLC is not obligated to mediate or arbitrate any dispute.

7.2 Arbitration Agreement.

Any claim or dispute between you and CoderDuel LLC shall be resolved by binding arbitration in the State of Delaware, unless prohibited by law.

8.1 Limitation of Liability.

To the extent permitted by law, CoderDuel LLC shall not be liable for any indirect, incidental, special, or consequential damages arising from your use of the Site or Services.

8.2 Indemnity.

You agree to indemnify and hold CoderDuel LLC harmless against all losses, damages, liabilities, and costs (including legal fees) arising from your use of the Services or any violation of these Terms.

9.1 Governing Law.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws.

9.2 Amendments.

CoderDuel LLC may update these Terms from time to time. Continued use of the platform constitutes acceptance of any revised Terms.

9.3 Entire Agreement.

These Terms represent the entire agreement between you and CoderDuel LLC regarding the Services.