Below is a combined Terms of Service that incorporates the essential provisions of your existing platform Terms of Service and the additional language from your Independent Contractor Agreement. This single document is designed so that both Customers (Clients) and Contractors must accept these terms when using or providing services via your platform.
Disclaimer: This combined Terms of Service is provided for general informational purposes and does not constitute legal advice. You should consult with a qualified attorney to tailor these terms to your specific legal needs, confirm that they comply with applicable laws in relevant jurisdictions, and ensure consistency with any separate written agreements you may use.
NoFUD Inc.
Terms of Service (for Both Customers and Contractors)
Last updated: July 14, 2024
Please read these Terms of Service (“Terms,” “Terms of Service”) carefully, as they constitute a binding legal contract between you (“you” or “your,” whether an individual or a legal entity) and No FUD Games, Inc. dba NoFUD Inc. (“NoFUD,” “us,” “we,” or “our”). These Terms govern your access to and use of our websites, platforms, forums, portals, and any related online services offered by NoFUD, including without limitation the https://nofudinc.com/ website, and any related software, products, or content (collectively, the “Services”).
By using the Services—whether as a Customer seeking or receiving services, or as a Contractor providing services—you agree to be bound by these Terms, our Privacy Policy. Customer likewise agrees to adhere to the terms set forth in the Sourced Talent Matching and People Operations Agreement. If you disagree with any part of these Terms, you must not use the Services.
We reserve the right, at our sole discretion, to amend, change, modify, revise, or replace these Terms at any time by posting revised Terms to the Services. By continuing to access or use our Services after revisions become effective, you agree to be bound by the revised Terms.
1. Scope and Applicability
1.1 Users and Roles
Customers (“Clients,” “Employers,” or “End Users”): Individuals or entities using the Services to find, engage, or otherwise work with Contractors.
Contractors (“Independent Contractors,” “Providers,” or “Developers”): Individuals or entities providing services, expertise, or deliverables to Customers via the NoFUD platform.
All references in these Terms to “you” or “your” apply equally to both Customers and Contractors unless specifically indicated otherwise. Certain additional obligations apply only to Contractors, as stated in the Contractor-Specific Terms below.
2. Right to Use
Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to access and use the Services for their intended purpose. You acknowledge that you receive only a limited set of licensed rights, and you agree not to:
Reverse engineer, decompile, disassemble, or otherwise seek to discover or create derivative works from the source code or structure of the Services;
Use the Services or any content therein for any purpose except as expressly permitted by these Terms;
Disable or circumvent any access control or related device intended to protect the Services.
3. Accounts
3.1 Account Creation
When you create an account, you guarantee that you are at least 18 years of age, and that all information you provide is accurate, complete, and current. Failure to provide accurate information may result in immediate termination of your account. You are responsible for maintaining confidentiality of your account credentials, and for all activities that occur under your account.
3.2 Account Security
You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You must exit your account at the end of each session. NoFUD will not be liable for losses or damages arising from your failure to comply with these obligations.
3.3 Usernames
You may not use a username that is offensive, vulgar, obscene, or that you are not lawfully entitled to use.
3.4 Electronic Communications
By providing us with your email address or phone number, you consent to receiving Services-related notices and other communications electronically.
4. User Content
4.1 Definition
Some areas of the Services may allow users to submit, post, display, provide, upload, or otherwise make available information such as profile data, photos, comments, or other content (“User Content”). This includes challenge participation recordings (for assessments, feedback, and job matching).
4.2 Rights Granted
By posting or submitting User Content, you grant to NoFUD a worldwide, non-exclusive, royalty-free, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, modify, distribute, publicly perform, publicly display, and make derivative works of such User Content for the purposes of operating, marketing, and improving the Services. You also grant other users of the Services a non-exclusive right to access your User Content through the Services, and to use, reproduce, distribute, display, and perform such User Content under these Terms.
4.3 Responsibility for User Content
You alone are responsible for your User Content. You represent and warrant that you have all rights necessary to grant the licenses in this Section and that no posted User Content infringes or misappropriates any third-party rights. NoFUD has no responsibility or liability for User Content and no obligation to review or monitor it; however, we reserve the right to remove any content for any reason.
4.4 Acceptable Use
You agree not to post or transmit any User Content that: (i) may harm, harass, or defame others; (ii) is obscene, pornographic, illegal, hateful, or otherwise objectionable; (iii) infringes any intellectual property or privacy rights; or (iv) contains malicious code or spam. We reserve the right to remove any User Content deemed by us to violate these Terms or our Community Guidelines.
5. Fair Assessment Policy
To maintain integrity of NoFUD’s developer assessments:
Close all non-NoFUD browser tabs before starting a challenge.
You may look up syntax or API references in official documentation. Using ChatGPT, StackOverflow, question banks, or other external resources is strictly prohibited unless otherwise expressly authorized.
Copying and pasting code is strictly controlled.
NoFUD may monitor challenge participation and share recordings with clients for job matching. If you wish to delete a recording, send a request to support@nofudinc.com. Deletion may impact your ability to be matched to certain job opportunities.
Cheating (e.g., obstructed or paused video, multiple accounts, impersonation, unapproved external help) will result in immediate action, including possible permanent ban.
6. Interactions with Other Users
You are solely responsible for your interactions with others on the platform. We reserve the right, but have no obligation, to monitor or intervene in disputes between users. We will not be liable for any disputes arising out of or relating to interactions on or through the Services.
7. Contractor-Specific Terms
In addition to all other provisions in these Terms, the following sections (“Contractor-Specific Terms”) apply only if you are a Contractor providing services via the NoFUD platform.
7.1 Services and Compensation
Services: As a Contractor, you agree to perform certain services (“Services” or “Work”) for NoFUD or for Customers engaging you via the NoFUD platform. Time is of the essence where specific deadlines or schedules are provided.
Compensation: You will receive payment as agreed upon separately with the applicable Customer or with NoFUD. All compensation terms will be governed by any separate or additional statement of work, contract, or arrangement executed on the platform.
7.2 Independent Contractor Status
No Employment Relationship: Contractor is an independent contractor and not an employee, agent, or partner of NoFUD. Nothing in these Terms or your use of the Services will be construed to create an employer-employee or agency relationship.
Contractor Taxes and Benefits: You are solely responsible for reporting and paying all taxes, including self-employment tax, arising from your compensation. You are not eligible for, and shall not receive, any NoFUD-sponsored benefits (e.g., health insurance, paid leave, or retirement benefits) unless explicitly stated in a separate written agreement.
7.3 Confidentiality
Definition of Confidential Information: “Confidential Information” includes all confidential and proprietary data disclosed by NoFUD or by a Customer in connection with using or providing Services, whether in written, oral, or other form, and which is not generally available to the public.
Use and Protection of Confidential Information: You will only use Confidential Information to perform agreed-upon Services. You shall not disclose Confidential Information to any third party except on a need-to-know basis to your employees or contractors who are under obligations of confidentiality at least as restrictive as those herein. You will employ the same degree of care to protect Confidential Information as you use to protect your own confidential information, but no less than a reasonable degree of care.
Return or Destruction: Upon request or upon termination of your relationship with NoFUD or a Customer, you will return or destroy (at the discloser’s request) all copies of Confidential Information.
Legal Disclosures: If you are compelled by law or a court order to disclose Confidential Information, you shall promptly notify NoFUD (or the applicable Customer) and cooperate in seeking appropriate protective orders.
7.4 Ownership of Work Product
Assignment of Work Product: Any software, deliverables, or other work product (collectively, “Work Product”) you create in performing Services through NoFUD shall be the exclusive property of the party engaging you (whether NoFUD or the applicable Customer), if so agreed. You hereby assign all right, title, and interest in such Work Product to that party. You waive all moral rights in any Work Product to the fullest extent allowed by law.
Contractor’s Pre-Existing Materials: If you incorporate any of your own or a third party’s pre-existing materials into the Work Product, you must first have the legal right to do so; and you grant (or you ensure the relevant owner grants) the engaging party a perpetual, irrevocable, sublicensable, worldwide license to use, perform, display, modify, and distribute those pre-existing materials as part of the Work Product.
Further Assurances: You agree to assist NoFUD or the engaging Customer in securing any intellectual property rights in the Work Product, including executing documents necessary to apply for patents, copyrights, or other IP protection.
7.5 Warranties by Contractor
You represent and warrant that:
You will perform Services in a competent and workmanlike manner, consistent with industry standards;
You own (or have sufficient rights to) all intellectual property used to perform the Services or incorporate into any Work Product;
You have no outstanding obligations that may conflict with these Terms or your obligations hereunder;
Work Product will not infringe or misappropriate any third party’s intellectual property or proprietary rights.
7.6 Conflicting Obligations and Restrictions
To protect the proprietary interests and trade secrets of NoFUD and Customers:
You certify that you have no outstanding agreement or obligation that conflicts with any provision hereof;
You agree not to use any third-party confidential information in creating Work Product unless you have the lawful right to do so;
You agree not to solicit employees or independent contractors of NoFUD (or of any Customer for which you perform Services) to leave their employment or contractual relationship for at least 12 months after your engagement ends.
7.7 Termination for Contractors
Termination by NoFUD: NoFUD may terminate or suspend your Contractor account at any time, for any reason, including breaches of these Terms.
Payment of Outstanding Amounts: Upon termination, NoFUD (or the engaging Customer) will pay you for all Services completed and accepted prior to the date of termination, unless otherwise stated in a separate written agreement.
7.8 Indemnification by Contractors
In addition to the general indemnity provisions in Section 13 below, if you are acting as a Contractor, you will indemnify, defend, and hold harmless NoFUD and its directors, officers, employees, agents, and shareholders from and against all claims, actions, liabilities, losses, damages, and expenses (including attorneys’ fees) arising out of or related to:
Your performance of or failure to perform the Services;
Any breach of these Terms or violation of law;
A determination by a governmental authority or court that you are not an independent contractor;
Any alleged or actual violation of third-party intellectual property or proprietary rights arising from your Work Product.
8. Moderators (Community Features)
Some areas of the Services may allow certain users to serve as moderators of user forums or content. Moderators are not agents or employees of NoFUD. We reserve the right to revoke your status as a moderator at any time. If you serve as a moderator, you agree to abide by any moderator handbooks, guidelines, or rules we provide.
9. Changes to Services
Our Services continuously evolve. We may add or remove features and functionalities, or suspend or stop the Services entirely. We may impose limits on certain features or restrict access without notice.
10. Social Media and Third-Party Links
You may be able to link a third-party service (e.g., social media account) to the Services. Your relationship with those third parties is governed solely by your agreements with them. NoFUD is not responsible for the content, privacy, or practices of third-party services or websites linked from within the Services.
11. Intellectual Property
All intellectual property rights in and to the Services—excluding User Content—belong to NoFUD or its licensors. You may not reproduce, distribute, modify, or create derivative works of any part of the Services unless you have our express written permission.
If you provide feedback or suggestions to NoFUD, you acknowledge such feedback is not confidential and that NoFUD may use it without restriction or compensation.
12. Termination (General)
We may terminate or suspend your account immediately, without notice, for any reason, including breach of these Terms. If your account is terminated, we may permanently delete any User Content associated with that account. All provisions of these Terms which by their nature should survive termination (e.g., ownership, disclaimers, indemnity, limitation of liability) shall survive.
13. Indemnification (General)
You agree to defend, indemnify, and hold harmless NoFUD, its parents, subsidiaries, affiliates, and their respective employees, contractors, agents, officers, and directors, from any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your infringement of any intellectual property or other right of any person or entity. This indemnification obligation applies to both Customers and Contractors, subject to Section 7.8 for Contractor-specific claims.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
NOFUD, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.
IN NO EVENT SHALL NOFUD’S AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS (USD $100).
THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF NOFUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow certain disclaimers or limitations of liability, so some or all of these limitations may not apply to you.
15. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOFUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
16. Governing Law and Dispute Resolution
16.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles.
16.2 Arbitration
Except where prohibited by law, you agree that any dispute or controversy arising out of or relating to these Terms or your use of the Services will be resolved by binding arbitration conducted in the English language in [Miami-Dade County, Florida] or another location mutually agreed upon, in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and may be entered in any court of competent jurisdiction.
16.3 Waiver of Jury Trial
YOU HEREBY IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.
16.4 Equitable Relief
Nothing in this Section will prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights.
17. DMCA and Copyright
If you believe content on the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA). Please provide all information required by 17 U.S.C. § 512(c)(3) to our designated agent:
NoFUD Inc. (DMCA Agent)
Attn: DMCA
Email: DMCA@nofudinc.com
Address: 2980 McFarlane Rd, Miami, FL 33133
18. General Provisions
Entire Agreement. These Terms, together with any referenced policies (e.g., Privacy Policy, Community Guidelines) constitute the entire agreement between you and NoFUD regarding your use of the Services, superseding any prior agreements.
Assignment. You may not assign or transfer any rights or obligations under these Terms without our prior written consent.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in force.
No Waiver. Failure by NoFUD to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
No Agency. No joint venture, partnership, employment, or agency relationship exists between you and NoFUD as a result of these Terms or use of the Services.
Headings. Headings are for convenience only and do not affect interpretation.
19. Contact Us
If you have any questions about these Terms, please contact us at:
Email: hi@nofudinc.com
Address: 2980 McFarlane Rd, Miami, FL 33133
By clicking “I Agree” or by otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.