1. Accepting the Prodsters Terms and Conditions
This Prodsters User Agreement (the “Agreement”) is a contract between you (the “User”) and Prodsters, a subsidiary of Codulab Technologies Ltd., a Nigerian registered company (“Prodsters”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.prodsters.com (the “Site”) and related software and services (collectively with the Site, the “Prodsters Platform”).
Prodsters may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Prodsters provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
YOU UNDERSTAND THAT BY USING THE PRODSTERS PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE PRODSTERS PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY; YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
2. Description of Service
Prodsters is a free invite only community of African Developers, UI / UX Designers, Project managers, Scrum masters, Architects etc. (collectively “Talents”) who can create their own digital team (“team”) or join other teams (“teams”) for paid projects. Project owners submit projects (“the project”) through the Site; Prodsters then pick the most suitable team that can work on the project to completion. The Project Owner interacts directly with Prodtsers throughout the life span of the project and not with any team. It is the sole responsibility of Prodsters to ensure the project is completed and the Project owner is satisfied.
3. Getting started
The Prodsters Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Project Owners agree that they are not prohibited by any law to use the Prodsters Platform.
Prodsters expects a consistent and high level of courtesy, respect and professionalism from all of its Project Owners and Talents toward each other. All Project Owners and Talents are to comply with all laws applicable to them or to their activities, and with all posted Prodsters Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Prodsters’ discretion, and the currently effective policies will be deemed to be part of this Agreement.
When submitting any content to or otherwise using the Prodsters Platform, you agree not to post or transmit to or from the Prodsters Platform: any unlawful, hateful, racially or ethnically offensive, threatening, libellous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; any material or content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party; any falsehoods or misrepresentations that could damage us, our talents or any third party; any private information concerning another person, without their permission; anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals; any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems. You will not access (or attempt to access) the Prodsters Platform by any means other than the interface provided, and you will not use information from the Prodsters Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Prodsters Platform.
You do further hereby agree to use the Prodsters Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Prodsters Platform: attempt to access or search the Prodsters Platform or download content from the Prodsters Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers; access, tamper with, or use non-public areas of the Prodsters Platform, our computer systems, or the technical delivery systems of our providers; gather and use information, such as other talents’ names, real names, email addresses, available through the Prodsters Platform to transmit any unsolicited advertising, junk mail, spam or other form of solicitation; use the Prodsters Platform for any commercial purpose or for the benefit of any third party or in any manner not by this Agreement; violate any applicable law or regulation; or advocate, encourage, or assist any other individual to doing any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting talents or Project Owners who violate this Agreement.
Prodsters is not legally responsible for any remarks, information or other content made available on the Prodsters Platform by any Project Owner or Talents or third party, even if such information or content is defamatory or otherwise legally actionable. However, Prodsters reserves the right to remove or restrict access to any information or content made available on the Prodsters Platform if ordered to do so by a government authority or if Prodsters considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.
3.3 Identity and Account Security
All identity information associated with a Prodsters Project Owner and Talents’ account must be real and verifiable. Each Prodsters Project Owner and Talents’ account must be used by only one person, and each person is allowed to use only one Project Owner and Talents’ account. Prodsters reserves the right to validate Project Owner and Talents’ information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Project Owner and Talents’ identity. You authorize Prodsters, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement.
The Project Owner and Talents is solely responsible for ensuring and maintaining the secrecy and security of the Project Owner and Talents’ Prodsters account password. Project Owners and Talents agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Prodsters. You must notify Prodsters Support (firstname.lastname@example.org) immediately if you suspect that your password has been lost or stolen.
By using your Prodsters Project Owner or Talent’s account, you acknowledge and agree the Prodsters’ account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action whatsoever.
4.1 Managing Projects
Project Owners agree to respond promptly to communications with and requests for information from Prodsters Platform. Any requests for feedback should be answered within 24 hours of request. Further delay in response time may affect project’s delivery date. Project Owners agree to abide by the payment arrangement, hitherto agreed upon and failure to do so may result in halting of all active work on the project. The Project Owner is responsible for providing necessary resources to complete the project. Such resources include but not limited to proprietary resources of the Project Owner that need be incorporated into the project.
4.2 Working on Projects
Talents agree to respond to all communications and requests for information within 24 business hours. If the talent will be unable to meet this requirement due to an absence, the talent is expected to notify assigned Prodsters Project Manager at least one (1) week prior. After the completion of the project, the talents will be paid as agreed upon and can provide timely, honest and objective feedback on the project as a whole.
5. Confidential Information and Proprietary Resources
Talents working agree to keep confidential information and proprietary resources secret and shall not use it for any ulterior purpose other than that of the assigned project for which the resources was made available. Talent shall not disclose confidential information or proprietary resources to a third party for whatsoever reason. Any act of talents that lead to disclosure of confidential information and/or proprietary resources by talents to third parties shall be considered a breach of this Agreement.
If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s written request (which may be made at any time at Project Owner’s sole discretion), Prodsters and/or talents shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
6. Billing and Payment
Project Owner agrees to pay the full costs of the project and as agreed during the creation of the project and before commencement of work on the project. Prodsters reserves the right to halt any work-in-progress should a Project Owner fail to meet up with payment. Prodsters Platform may employ the services of credit reporting agencies and/or law enforcement authorities should the need be to make defaulting Project Owner meet up with payment. In such case, the Project Owner agrees to bear the legal costs incurred during and/or associated with the process. Prodsters reserves the right to withheld payment from Talents that fail to complete their assigned project as at when due. If the Talent eventually complete the project, Prodsters reserves the right to determine how much is due to the Talent involved, which may be initial agreed upon payments minus incurred cost during project completion delay.
7. Termination and Enforcement of User Agreement and Policies
Prodsters has the right, but not the obligation, to suspend or cancel your access to the Prodsters Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Prodsters’ other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Prodsters Platform to you if: you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; we believe that your actions may cause legal liability for you, our Talents or for Prodsters.
8. Limitation of Liabiliy
However, the Prodsters Platform, including the site and content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Prodsters expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Prodsters does not warrant that the Prodsters Platform will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of Prodsters Platform, and no information, advice or services obtained by you from Prodsters or through the Prodsters Platform shall create any warranty not expressly stated in this Agreement.
You shall defend, indemnify, and hold harmless Prodsters from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this terms and conditions, any of Your Content, or your other access, contribution to, use or misuse of the Prodsters Platform. Prodsters shall provide notice to you of any such claim, suit or demand. Prodsters reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Prodsters’ defence of such matter.
You may not assign this Agreement without the prior written consent of Prodsters, but Prodsters may assign or transfer this Agreement, in whole or in part, without restriction.
If you have any questions about these Terms, please contact us.