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terms.cform
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terms.cform
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\Purpose\ These terms set out a step-by-step process and ground rules for paid resolution of a single issue, pull request, or similar proposal for development of open software. These terms cover offer, acceptance, payment, reporting, intellectual property, and public accountability for fair dealing.
\Offer\
\\ These terms, together with the ""Offer"" referencing them, make up an offer for a single sponsored software development contract. For example, "I offer to take this issue at $60 an hour, for $250 down, under the terms of indieopensource.com's current issue sponsorship terms. I estimate that this will take me 5 hours and 14 calendar days." is an <Offer>.
\\ ""Developer"" is the software developer who made the <Offer>.
\\ ""Sponsor"" is the first individual or company to accept the <Offer>.
\\ The ""Issue"" is the issue, pull request, patch, or similar development proposal for which the <Offer> was made.
\\ The ""Project"" is the software project the <Issue> pertains to.
\\ The ""Down Payment"" is the amount <Developer> specifies for up-front payment in the <Offer>.
\\ The ""Fee Estimate"" is <Developer>'s estimate of the total fees for resolving the <Issue> in the <Offer>.
\\ The ""Time Estimate"" is <Developer>'s estimate of the number of days <Developer> will need to resolve the <Issue> in the <Offer>.
\\ The ""Hourly Rate"" is the hourly rate of pay <Developer> specifies in the <Offer>.
\Protocol\
\Revocation\ <Developer> may revoke the <Offer> at any time before it is accepted.
\Acceptance\ Anyone capable of entering into this agreement and meeting all the obligations of <Sponsor> under it can accept the <Offer>, thereby becoming <Sponsor>, by sending <Developer> an e-mail identifying themself and confirming acceptance. Once a <Sponsor> accepts the <Offer>, no one else can accept the <Offer>, though <Developer> is free to make new offers under these terms.
\Payment Instructions\ On acceptance, <Developer> agrees to bill <Sponsor> for the <Down Payment>, and to e-mail <Sponsor> instructions for making payments via bank-to-bank transfer, such as FedWire, ACH, SEPA, or SWIFT, or via other common electronic payment system, such as PayPal, Stripe, or Square Cash.
\Down Payment\ <Sponsor> agrees to pay <Developer> the <Down Payment> within [down payment deadline] of receiving payment instructions, according to those instructions. If <Sponsor> fails to make the <Down Payment> by that time, this agreement ends automatically, and <Developer> is free to disclose that <Sponsor> failed to make the <Down Payment>.
\Confirmation\
\\ On receiving the <Down Payment>, <Developer> agrees to disclose that the <Offer> has been accepted, in the same way they made the <Offer>, within [acceptance confirmation deadline]. If <Developer> fails to disclose acceptance within that time, <Sponsor> may do so.
\\ <Developer> agrees not to identify the <Sponsor>, by name or otherwise, in disclosing that the <Offer> has been accepted without <Sponsor>'s prior permission by e-mail. If <Developer> breaks this promise, <Sponsor> may disclose that <Developer> did so.
\Development\
\Resolve the Issue\ On receiving the <Down Payment>, <Developer> agrees to begin work on resolving the <Issue>. <Developer> agrees to publish all work created and used for the <Issue> to the Internet, through whatever systems developers use for work on the <Project>.
\Clarifications\ If <Sponsor> submitted or otherwise helped specify the <Issue>, <Sponsor> agrees to reply to any requests for further clarification promptly. If <Developer>'s work on the <Issue> is held up because <Sponsor> takes more than [clarification response deadline] to respond to a request for clarification, <Developer> may end this agreement by e-mail to <Sponsor>.
\Time Tracking\ <Developer> agrees to record all the time spent working on the <Issue> in fairly rounded, quarter-hour increments.
\Reporting\
\\ <Developer> agrees to send <Sponsor> an e-mail once <Developer> has recorded time equal to 75% of their <Fee Estimate> at the agreed <Hourly Rate>.
\\ <Developer> agrees to send <Sponsor> an e-mail once <Developer> has recorded time equal to 100% of their <Fee Estimate> at the agreed <Hourly Rate>, and to <Pause Work>.
\\ If the <Issue> has not yet been resolved, <Developer> agrees to send <Sponsor> an e-mail once their <Time Estimate> elapses, with a new <Time Estimate>, and to <Pause Work>.
\\ <Developer> agrees to send <Sponsor> an e-mail once <Developer> has recorded time equal to 125%, 150%, or another increment of 25% above their <Fee Estimate> at the agreed <Hourly Rate>, and to <Pause Work>.
\\ ""Pause Work"" means that <Developer> will stop working on the <Issue> until <Sponsor> either gives written permission to continue or ends this agreement. If <Sponsor> fails to give permission or end the agreement within [work pause response deadline] of the pause, <Sponsor> automatically ends this agreement automatically.
\Ending Work\ <Developer> may e-mail <Sponsor>, ending this agreement, in any of these situations:
\\ <Developer> has finished work resolving the <Issue>.
\\ It becomes clear that the <Issue> cannot, will not, or very clearly should not be resolved, for reasons outside <Developer>'s control.
\\ Someone else resolves the issue.
\Billing\ When this agreement ends, if <Developer> ended this agreement under {Ending Work} or <Sponsor> ended this agreement under {Reporting}, then <Developer> agrees to bill <Sponsor> for all time recorded up to that time, in fairly rounded, quarter-hour increments, at the agreed <Hourly Rate>. <Developer> will apply the <Down Payment> against the amount due for time recorded.
\Final Payment\ <Sponsor> agrees to either pay <Developer>'s bill, or dispute a specific amount of billed time and pay the rest, within [bill payment deadline] of receiving the bill. <Sponsor> agrees to pay <Developer>'s bill the same way <Sponsor> paid the <Down Payment>. If <Sponsor> disputes charges, <Sponsor> and <Developer> agree to schedule a voice call within [dispute call deadline] to resolve the dispute, and <Sponsor> agrees to pay any resolved charges within [resolved charge payment deadline] of resolution.
\Announcement\ On receiving payment of all undisputed and resolved time charges, <Developer> agrees to disclose that this agreement ended successfully, in the same way they made the <Offer>, within [success announcement deadline]. If <Sponsor> requests that <Developer> do so by e-mail, <Developer> agrees to disclose <Sponsor>'s identity. If <Developer> fails to disclose <Sponsor>'s identity within that time, <Sponsor> may do so.
\Payment Fees\ <Developer> and <Sponsor> agree to pay their own expenses of sending and receiving payments under this agreement.
\Secrecy\ <Developer> and <Sponsor> agree to the terms of the latest version of The Canting Tribe NDA published on nda.cantingtribe.com, with the purpose of completing work under this agreement, under the state law that governs this agreement under {Governing Law}. Where this agreement specifically says that <Developer> or <Sponsor> may disclose information about this agreement, they may do so without breaching those nondisclosure terms.
\Intellectual Property\
\No Assignment\ This agreement does not assign any intellectual property right, and no work under this agreement is "work made for hire" under copyright or other intellectual property law.
\Public Licenses\ <Developer> licenses intellectual property rights in each work they create and use for the <Issue> to the public at large, including <Sponsor>. The license terms for each separately licensable work are as follows:
\\ If the terms of a public license, such as a copyleft license, require the work be licensed under particular terms, the terms for that work are the most permissive terms possible that meet that requirement.
\\ Otherwise, if the <Project> is made available under one or more public licenses standardized by Software Package Data eXchange, the terms are the most permissive of those terms.
\\ As a fallback, the terms are those of the latest version of The Blue Oak Model License published on blueoakcouncil.org.
\Separate Licenses\ Terms under which <Developer> grants licenses under {Public Licenses} will be interpreted as entirely independent legal documents, without reference to these terms or the circumstances of <Developer> and <Sponsor>'s contractor-client relationship.
\Enforcement of Public Licenses\ Others who are not parties to this agreement may enforce the terms of {Public Licenses}.
\Warranty\ <Developer> guarantees that they will have all the rights needed to license work they and create and use to resolve the <Issue> under {Public Licenses}. <Sponsor> agrees that <Developer> may rely on written statements by authors of software, copies of and references to specific public licenses in "README", "LICENSE", source code, and similar files, and licensing metadata in "package.json" and similar, standardized metadata files, to determine their rights for the work of others. If <Developer> breaches this guarantee, <Sponsor> may disclose that <Developer> did so.
\Excuses\ Neither side will be liable for any failure or delay in meeting any obligation under this agreement caused by:
\\ failure of the other side or its personnel to meet their obligations under this agreement
\\ actions done or delayed on written request of the other side
\\ fire, flood, earthquake, and other natural disasters
\\ declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions
\\ extraordinary malfunction of Internet infrastructure, data centers, or communications utilities
\\ government actions taken in response to any of these causes
\Limited Damages!!
\Damages Limit!! Subject to {Damages Limit Exceptions}, neither side's total liability for breach of this agreement will exceed the amount <Sponsor> paid <Developer> under this agreement. This limit applies even if the side liable is advised that the other may suffer damages, and even if <Sponsor> paid nothing at all.
\Damages Limit Exceptions\ {Limited Damages} does not limit damages for breach of <Sponsor>'s obligations to pay <Developer>.
\General Contract Terms\
\Independence\ <Sponsor> and <Developer> intend for <Developer> to decide when, where, and how to do work under this agreement, with the discretion of an independent contractor, rather than as an employee. <Developer> agrees that <Developer> will not receive any employee benefits.
\Taxes\ Both <Sponsor> and <Developer> agree to do their respective parts for tax compliance concerning fees and expenses paid to <Developer> as an independent contractor under this agreement.
\Governing Law\ If the <Developer> lives in a country where states or parts of a country have their own laws, the law of the state or part of the country where <Developer> lives will govern this agreement. If not, the law of the country where <Developer> lives will govern this agreement.
\Whole Agreement\ Both sides intend the <Offer> and these terms as the final, complete, and only expression of their terms about work on the <Issue>.
\Enforcement\ Except under {Enforcement of Public Licenses}, only <Developer> and <Sponsor> may enforce this agreement.
\Assignment\ Each side may assign all its rights, licenses, and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires substantially all of its assets or enough securities to control its management. Otherwise, each side needs prior written permission by e-mail to assign any right under this agreement. Attempts to assign against the terms of this agreement will have no legal effect.
\Lawsuits\
\Lawsuit\ ""Lawsuit"" means a lawsuit brought by one side against the other, related to this agreement or work on the <Issue>.
\Courts\ ""Developer's Local Courts"" means the courts of the country and any national subdivision with jurisdiction where <Developer> lives.
\Forum\ Both sides agree to bring any <Lawsuit> in <Developer's Local Courts>.
\Exclusive Jurisdiction\ Both sides consent to the exclusive jurisdiction of <Developer's Local Courts>. Both sides may enforce judgments from <Developer's Local Courts> in other jurisdictions.
\Inconvenient Forum Waiver\ Both sides waive any objection to venue for any <Lawsuit> in <Developer's Local Courts> and any claim that the other brought any <Lawsuit> in <Developer's Local Courts> in an inconvenient forum.
\Loser Pays\ Each side agrees to pay the other side's costs of bringing any successful <Lawsuit> or collecting payment owed under this agreement.