• "Platform" means the Codersera website (codersera.com), applications, APIs, and related services.
• "Client" means any company or individual that uses the Platform to source, interview, or engage Developers.
• "Developer" means a vetted software engineer, designer, or technical professional who has been accepted onto the Codersera network.
• "Engagement" means a contracted working relationship between a Client and one or more Developers facilitated through the Platform.
• "Risk-Free Trial" means the no-obligation introductory trial period described in Section 6 and our Trial Policy.
• "Work Product" means any deliverable, code, design, documentation, or other output created by a Developer during an Engagement.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with an Engagement.

Codersera provides a managed talent platform that helps companies hire vetted remote software developers and extend their engineering teams. Our services include:

• Curating and vetting a network of skilled remote developers through technical assessments, interviews, and background checks.
• Matching Client requirements with suitable Developers based on skills, experience, availability, and cultural fit.
• Facilitating a risk-free trial period so Clients can evaluate a Developer before committing.
• Providing ongoing account management, payroll processing, and team coordination support.

Codersera acts as an intermediary. Developers engaged through the Platform are independent contractors or employees of Codersera, not employees of the Client, unless explicitly agreed otherwise in a separate written agreement.

To access the Platform's hiring or application features, you must create an account. You agree to:

• Provide accurate, complete, and current registration information.
• Maintain the confidentiality of your account credentials and not share them with any third party.
• Notify us immediately at info@codersera.com if you suspect any unauthorised access to your account.
• Be responsible for all activity that occurs under your account.
• Ensure that any individual accessing the Platform under your company account is authorised to do so and is bound by this Agreement.

We reserve the right to suspend or terminate accounts that provide false information, engage in prohibited conduct, or violate this Agreement.

As a Client, you agree to:

• Provide Accurate Requirements: describe your technical needs, project scope, team context, and any relevant constraints honestly and in sufficient detail to enable effective matching.
• Conduct Interviews in Good Faith: participate in scheduled interviews and evaluations professionally, and provide timely feedback.
• Maintain a Safe and Respectful Environment: treat Developers with respect and comply with all applicable workplace laws, anti-discrimination laws, and professional standards.
• Pay Fees Promptly: pay all invoices by the due date specified. Late payments may incur interest and may result in suspension of Developers assigned to you.
• Not Circumvent the Platform: during an active Engagement and for 12 months following its conclusion, not directly hire, engage, or solicit any Developer introduced through the Platform without prior written consent from Codersera. Direct engagement without consent is subject to a placement fee.
• Protect Confidential Information:use any Developer's personal or professional information solely for the purpose of the Engagement.

As a Developer on the Codersera network, you agree to:

• Represent Yourself Accurately: provide truthful information about your skills, experience, qualifications, and availability. Misrepresentation is grounds for immediate removal from the network.
• Maintain Professionalism: respond to Client communications promptly, meet agreed deadlines, and deliver Work Product that meets the agreed quality standard.
• Protect Client Confidentiality: treat all Client business information, code, and data as strictly confidential and not disclose it to third parties.
• Comply with Client Policies: follow any reasonable security, coding standards, or operational policies communicated by the Client during an Engagement.
• Not Engage in Conflicts of Interest: disclose any existing engagements, employment, or commitments that may conflict with a Client Engagement before accepting it.
• Exclusive Availability: during a dedicated full-time Engagement, not take on additional primary employment or client work that materially reduces your availability without prior written consent.

Codersera offers a risk-free trial period to allow Clients to evaluate a matched Developer before committing to an ongoing Engagement. The trial is governed by our separate Risk-Free Trial Policy, which forms part of this Agreement. Key terms include:

• The trial period begins on the date the Developer starts work for the Client and runs for the duration specified in the Trial Policy.
• If the Client chooses not to continue after the trial, no fees are charged for Developer time during the trial period, subject to the conditions in the Trial Policy.
• If the Client continues the Engagement beyond the trial, the trial period cost is included in the first invoice of the ongoing Engagement.
• The trial is available once per Client company per Developer placement.
• Codersera reserves the right to withhold the trial benefit if the Client acts in bad faith, misrepresents requirements, or terminates after accepting substantive work product.

• Fee Structure:fees for Developer Engagements are agreed upon at the time of placement and set out in a Statement of Work or Order Form. Codersera reserves the right to update standard rates with 30 days' notice.
• Invoicing: invoices are issued weekly or monthly as agreed. Payment is due within 14 days of the invoice date unless otherwise specified.
• Late Payments: unpaid invoices past their due date accrue interest at 1.5% per month (or the maximum rate permitted by law if lower) from the due date until paid in full.
• Taxes: all fees are exclusive of applicable taxes (including VAT, GST, or sales tax). Clients are responsible for all applicable taxes in their jurisdiction.
• Disputes: billing disputes must be raised within 14 days of receiving an invoice. Undisputed amounts remain due by the payment deadline.
• Suspension for Non-Payment:Codersera may suspend Developer Engagements for accounts with overdue balances after providing 5 days' written notice.

8.1 Work Product Ownership

Subject to full payment of all fees, Work Product created by a Developer solely for and at the direction of a Client during an Engagement is deemed work-for-hire and ownership vests in the Client upon payment. Codersera will ensure that Developers execute any necessary assignment documentation.

8.2 Pre-Existing IP

Each party retains ownership of intellectual property it owned prior to the Engagement. Developers do not transfer any pre-existing tools, libraries, frameworks, or methods they use in the course of work unless explicitly agreed in writing.

8.3 Platform IP

All rights in the Codersera Platform, its technology, branding, and proprietary matching systems remain exclusively with Codersera. You receive a limited, non-exclusive, non-transferable licence to use the Platform solely for the purposes described in this Agreement.

8.4 Feedback

Any feedback, suggestions, or ideas you provide about the Platform may be used by Codersera without restriction or compensation to you.

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same level of care used for its own confidential information (but no less than reasonable care), and not to disclose it to any third party or use it for any purpose outside the scope of the Engagement without prior written consent.

This obligation does not apply to information that:

• is or becomes publicly known through no breach of this Agreement;
• was already known to the receiving party before disclosure;
• is received from a third party without restriction; or
• is required to be disclosed by law or court order (with prompt notice to the disclosing party where permitted).

Confidentiality obligations survive termination of this Agreement for 3 years.

You must not use the Platform to:

• Provide false, misleading, or fraudulent information.
• Circumvent or attempt to circumvent the Platform to engage Developers directly during or after an Engagement (see Section 4).
• Scrape, crawl, or otherwise extract Platform data using automated means.
• Reverse engineer, decompile, or attempt to access the Platform's source code or systems.
• Upload or transmit malicious code, viruses, or any harmful software.
• Harass, discriminate against, or threaten Developers or other Platform users.
• Use the Platform for any purpose that is unlawful or violates any applicable law or regulation.
• Interfere with the operation, security, or integrity of the Platform or its infrastructure.

Codersera reserves the right to investigate suspected violations and, where confirmed, to suspend or permanently terminate accounts, pursue legal remedies, and report conduct to relevant authorities.

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Codersera does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components. While we rigorously vet Developers, we do not guarantee that any Developer will meet your specific requirements, complete all deliverables, or that any Engagement will achieve your desired business outcomes.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODERSERA'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CODERSERA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL CODERSERA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF CODERSERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

You agree to indemnify, defend, and hold harmless Codersera and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• your breach of this Agreement or any applicable law;
• your misuse of the Platform or any Work Product;
• any dispute between you and a Developer arising from your conduct; or
• any infringement of a third party's rights caused by you.

14.1 Termination by You

You may terminate your account at any time by contacting us. Active Engagements must be wound down in accordance with the applicable Statement of Work. All outstanding fees remain payable upon termination.

14.2 Termination by Codersera

We may suspend or terminate your access to the Platform immediately if you breach this Agreement, fail to pay fees when due, engage in prohibited conduct, or if we are required to do so by law. We may also terminate accounts with 30 days' notice for any other reason.

14.3 Effect of Termination

Upon termination, your licence to use the Platform ends immediately. Sections 8 (IP), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Governing Law) survive termination.

Informal Resolution: if you have a dispute with Codersera, please contact us first at info@codersera.com. We will make good-faith efforts to resolve the issue within 30 days.

Governing Law: this Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Jurisdiction: any disputes not resolved informally shall be submitted to the exclusive jurisdiction of the state and federal courts located in Delaware, and both parties consent to personal jurisdiction in those courts.

Waiver of Class Actions: to the extent permitted by law, all disputes shall be resolved on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration.

• Entire Agreement: this Agreement, together with the Privacy Policy, Risk-Free Trial Policy, and any applicable Statements of Work, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter.
• Severability: if any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.
• No Waiver: failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.
• Assignment:you may not assign or transfer this Agreement without Codersera's prior written consent. Codersera may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Force Majeure: neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control.
• Notices: legal notices to Codersera must be sent to info@codersera.com. Notices to you will be sent to the email address on your account.

Codersera may update this Agreement at any time. When we make material changes, we will post the updated Agreement on this page with a revised effective date and notify you by email or in-platform notification where required. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Agreement.

If you do not agree to the updated terms, you must stop using the Platform and contact us to close your account.

For questions about this Agreement, please contact:

• Email: info@codersera.com
• Website: codersera.com/contact-us