Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of FlexDuty's platform, including our website, mobile applications, and all related services (collectively, the "Platform") operated by FlexDuty, Inc. ("FlexDuty," "we," "us," or "our").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Platform.

For questions or support, contact us at support@flexduty.com or through our Customer Support portal.

1. Eligibility and Account Registration

1.1 Age and Legal Capacity

You must be at least 18 years of age to use the Platform. By registering, you represent and warrant that:

• You are at least 18 years old

• You have the legal capacity to enter into binding contracts

• All information you provide is accurate, complete, and current

• You are not located in, or a resident or national of, any country subject to U.S. embargoes or economic sanctions

1.2 Account Creation

To use the Platform's full features, you must create an account. You agree to:

• Provide accurate and complete registration information

• Maintain and promptly update your account information

• Keep your password secure and confidential

• Notify us immediately of any unauthorized access or security breach

• Accept responsibility for all activities that occur under your account

1.3 Account Types

FlexDuty supports three primary user roles:

• Buyers/Clients: Users who purchase professional services

• Sellers/Experts: Independent professionals who offer services

• Admins: Platform administrators with special permissions

You may maintain only one active account per email address. Creating multiple accounts to circumvent platform rules, manipulate ratings, or engage in fraudulent activity is prohibited and may result in permanent account suspension.

1.4 Account Verification

We reserve the right to verify user identities and may require:

• Government-issued identification

• Business registration documents

• Professional certifications or credentials

• Banking or tax information

• Video verification or additional documentation

Failure to complete verification when requested may result in restricted access or account suspension.

2. Platform Overview

2.1 How FlexDuty Works

FlexDuty is an AI-powered marketplace that connects Buyers with Expert Sellers through:

1. AI-Powered Scoping: Buyers define project requirements using our AI scoping assistant

2. Intelligent Matching: Our system matches projects with qualified Experts based on skills, experience, and availability

3. Expert Assignment: Buyers select from matched Experts, who have 24 hours to accept or decline

4. Project Workspace: Real-time chat, file sharing, and time tracking within a secure workspace

5. Escrow Payments: Buyers pay upfront; funds are held in escrow until project completion

6. Rate-Based Billing: Experts set hourly rates; final billing based on tracked time

7. Project Completion: Upon completion, Buyers release payment and may provide reviews

2.2 Platform Role

FlexDuty operates as a marketplace platform connecting Buyers and Sellers. We:

• Provide technology infrastructure and tools

• Facilitate introductions and project management

• Process payments securely through Stripe

• Offer customer support and dispute resolution assistance

We DO NOT:

• Employ Experts or exercise control over how they perform services

• Guarantee the quality, timing, legality, or fitness of any services

• Assume liability for disputes between Buyers and Experts

• Provide legal, tax, financial, or professional advice

3. Expert Seller Terms

3.1 Independent Contractor Status

All Experts are independent contractors, not employees, agents, or partners of FlexDuty. As an Expert, you:

• Have complete control over when, where, and how you work

• Are responsible for your own taxes, insurance, and legal compliance

• May accept or decline any project assignment

• Set your own hourly rates within Platform guidelines

• Determine your own methods and processes for delivering services

Important: Buyers acknowledge that they will not exercise control over, or provide supervision or direction to, Experts regarding the manner or means by which services are performed.

3.2 Expert Profile and Requirements

To offer services on FlexDuty, Experts must:

• Create a complete profile with accurate credentials, experience, and skills

• Maintain professional liability insurance with adequate coverage for their services

• Complete Stripe Connect onboarding for payment processing

• Comply with all applicable laws, regulations, and professional standards

• Respond to project assignments within the required timeframe (24 hours)

• Maintain professional conduct and communication standards

3.3 Service Standards

Experts agree to:

• Deliver services matching the quality and scope described in project requirements

• Track time accurately using the Platform's time-tracking tools

• Communicate promptly and professionally with Buyers

• Meet agreed-upon deadlines and milestones

• Deliver original work that does not infringe third-party rights

• Maintain confidentiality of all Buyer information

• Comply with the Platform's Community Standards

3.4 Hourly Rates and Pricing

• Experts set their own hourly rates

• Minimum hourly rate: $7.25 USD (subject to change based on jurisdiction)

• Rates must be clearly stated on Expert profiles

• Rate increases for ongoing projects require Buyer consent

• All rates must be in U.S. Dollars unless otherwise specified

3.5 Expert Availability and Response Time

• Experts must maintain updated availability status (Available, Busy, Unavailable)

• Project assignment requests expire after 24 hours if not responded to

• Repeated failure to respond may result in reduced visibility or account restrictions

• Experts may pause availability but must communicate timeline to active Buyers

3.6 Expert Level System

FlexDuty uses a performance-based leveling system that considers:

• Completion rate and on-time delivery

• Buyer ratings and reviews

• Response time to inquiries and assignments

• Professional conduct and platform compliance

Higher levels unlock additional benefits, features, and visibility. Violations of these Terms may result in level reduction or exclusion from the leveling system.

3.7 Professional Obligations

Experts warrant that they:

• Possess the necessary skills, qualifications, and licenses to perform services

• Will deliver services in a professional and workmanlike manner

• Hold all necessary rights and permissions for work delivered

• Will not use the Platform for illegal or fraudulent purposes

• Maintain appropriate business licenses and professional certifications

4. Buyer/Client Terms

4.1 Project Creation

Buyers use FlexDuty to:

• Define project requirements using our AI scoping tool

• Receive matched Expert recommendations

• Select and engage Experts for projects

• Collaborate with Experts in real-time workspaces

• Track project progress and time

• Release payment upon satisfactory completion

4.2 Payment Obligations

By creating a project, Buyers agree to:

• Provide a valid payment method before selecting an Expert

• Pay the estimated project amount upfront (held in escrow)

• Pay for additional time if actual hours exceed estimates (with prior approval)

• Release payment promptly upon project completion

• Cover Stripe payment processing fees (included in total charges)

4.3 Expert Selection and Assignment

When selecting an Expert, Buyers:

• Must have a valid payment method on file

• Understand that the Expert has 24 hours to accept or decline

• May cancel the assignment before the Expert accepts

• Cannot request a new Expert until the current assignment is resolved (accepted, declined, or timed out)

• Acknowledge that project matching is AI-assisted but not guaranteed

4.4 Project Collaboration

During active projects, Buyers agree to:

• Provide clear requirements, feedback, and necessary materials

• Respond promptly to Expert questions and requests

• Review deliverables within reasonable timeframes

• Use the Platform's communication and file-sharing tools

• Maintain professional and respectful conduct

4.5 Time Tracking and Billing

• Projects are billed based on Expert-tracked hours

• Buyers receive weekly time reports for review

• Buyers have 72 hours to dispute time entries

• Final payment is calculated based on actual tracked hours

• Unused escrowed funds are automatically refunded

4.6 Project Completion and Reviews

Upon project completion, Buyers:

• Must review and approve deliverables within 3 days (auto-approved thereafter)

• May request reasonable revisions if deliverables don't meet agreed scope

• Are encouraged to provide honest, constructive reviews

• May not use reviews to extort additional services or refunds

• Cannot modify reviews once submitted

5. Projects and Work Execution

5.1 Project Lifecycle

a) Scoping Phase

• Buyer interacts with AI assistant to define requirements

• System extracts key details: skills needed, estimated hours, deliverables

• Project enters matching queue

b) Matching and Assignment

• Platform identifies qualified Experts based on skills, availability, and ratings

• Buyer reviews matched Experts and selects one

• Selected Expert receives notification and has 24 hours to respond

• If declined or timed out, Buyer may select another Expert

c) In Progress

• Buyer's payment is held in escrow (via Stripe)

• Expert tracks time using Platform tools

• Parties communicate via integrated chat and file sharing

• Progress is monitored in real-time

d) Completion and Payment Release

• Expert marks project as complete and submits deliverables

• Buyer has 3 days to review (auto-approved if no action taken)

• Upon approval, payment is released to Expert's Stripe Connect account

• Refunds issued automatically for unused escrowed funds

• Both parties may leave reviews

5.2 Project Modifications

Changes to project scope, deliverables, or timeline require mutual agreement. Either party may propose modifications through the Platform. Significant scope changes may require additional payment or time adjustments.

5.3 Project Pauses and Cancellations

Pausing Projects

• Either party may request to pause a project

• Pauses require mutual consent unless one party is unresponsive for 5+ days

• Time tracking stops during pauses

• Maximum pause duration: 30 days (or project may be automatically cancelled)

Cancellation by Buyer

• Buyers may cancel before Expert acceptance without penalty

• After work begins, cancellations require mutual agreement or dispute resolution

• Buyers are responsible for payment for work completed up to cancellation point

Cancellation by Expert

• Experts may decline assignments before acceptance

• After acceptance, cancellations require valid reason and mutual agreement

• Repeated cancellations may affect Expert level and visibility

Mutual Cancellation

• Both parties may agree to cancel at any time

• Completed work must be compensated based on tracked hours

• Mutual cancellations do not affect ratings (unless abuse is detected)

5.4 Revisions and Rework

• Reasonable revisions within original scope are expected

• Revisions outside original scope may require additional payment

• Buyers must provide clear revision feedback

• Experts are not required to provide unlimited revisions

• Disputes over scope may be escalated to Customer Support

6. Payments and Fees

6.1 Payment Structure

FlexDuty uses a transparent escrow-based payment model:

For Buyers:

• Estimated Project Cost: Calculated as (Expert Hourly Rate × Estimated Hours)

• Platform Fee: 20% of project cost (included in total charge)

• Stripe Processing Fee: ~3% (included in total charge)

• Total Charged: Estimated project cost + platform fee + processing fee

For Experts:

• Gross Earnings: Expert Hourly Rate × Actual Tracked Hours

• Platform Commission: 20% of gross earnings

• Net Payout: 80% of gross earnings (transferred to Stripe Connect account)

• Payout Schedule: Per Expert's Stripe settings (daily, weekly, or monthly)

6.2 Payment Processing

• All payments are processed through Stripe (Payment Card Industry compliant)

• Buyers must add a valid payment method (credit/debit card) before selecting Experts

• Payment is charged when Buyer selects an Expert (after Expert acceptance)

• Funds are held in escrow until project completion

• Experts receive 80% of project cost; FlexDuty retains 20% platform fee

6.3 Escrow and Payment Release

Escrow Rules:

• Funds are held securely until Buyer approves deliverables

• Automatic release occurs 3 days after project marked complete (if no action taken)

• For milestone-based projects, each milestone is paid separately

• Escrow protects both parties from non-performance

Payment Release:

• Buyer reviews deliverables and approves payment

• Funds transfer to Expert's Stripe Connect account (minus platform fee)

• Refunds issued automatically for unused hours (actual < estimated)

• Refunds are split proportionally (Expert portion reversed, platform fee refunded)

6.4 Refunds

Automatic Refunds:

• Issued when actual tracked hours are less than estimated hours

• Processed within 5-10 business days to original payment method

• Proportional refund: (Estimated Hours - Actual Hours) × Hourly Rate

Dispute-Related Refunds:

• Issued based on dispute resolution outcome

• May be full, partial, or denied based on findings

• Typically processed within 14 days of resolution

No Refunds For:

• Change of mind after work has begun

• Buyer's failure to provide necessary information or materials

• Projects cancelled by Buyer after Expert has started work (partial payment required)

6.5 Payment Failures and Retries

If a payment fails:

• Transaction is marked as DISPUTED

• Buyer is notified immediately via email and Platform notification

• Buyer can retry payment with existing card

• Buyer can update payment method and retry

• Project remains on hold until payment succeeds

• After 7 days of failed payment, project may be automatically cancelled

6.6 Taxes

Expert Responsibility:

• Experts are solely responsible for all applicable taxes on earnings

• Experts must complete tax forms required by Stripe (W-9 for US, W-8BEN for international)

• FlexDuty may issue 1099 forms to US-based Experts earning $600+ annually

• Experts should consult tax professionals regarding obligations

Buyer Responsibility:

• Buyers may be subject to sales tax, VAT, or GST depending on jurisdiction

• Tax obligations vary by location and business type

• Consult local tax authorities or professionals

7. Intellectual Property and Ownership

7.1 Work Product Ownership

Default Ownership:

Unless explicitly stated otherwise in writing before work begins, upon full payment:

• Buyers own all intellectual property rights to deliverables created specifically for their project

• Experts grant Buyers a worldwide, perpetual, irrevocable, royalty-free license

• Experts waive moral rights to the extent permitted by law

• This includes copyrights, trademarks, and any other IP rights in the delivered work

Exceptions:

• Pre-existing materials or tools owned by Expert before the project

• Generic methodologies, frameworks, or templates

• Third-party licensed components (subject to their license terms)

7.2 Expert's Portfolio Rights

Experts retain the right to:

• Showcase completed work in their portfolio (unless Buyer requests confidentiality)

• Include project details in case studies (with anonymization if requested)

• Use completed work for Platform promotion with Buyer's consent

Buyers may request that Experts refrain from publicly displaying work involving confidential or sensitive information.

7.3 Platform Content Usage

FlexDuty retains the right to:

• Use anonymized project data for platform improvement and analytics

• Display Expert portfolios, reviews, and ratings on the Platform

• Feature case studies, testimonials, and project examples for marketing

• Use work samples in promotional materials (with appropriate permissions)

7.4 Third-Party Materials and Stock Media

If Experts use third-party materials (stock photos, licensed software, templates):

• Experts must have proper licenses for such materials

• Experts must disclose use of third-party materials to Buyers

• Buyers receive only the rights granted by the third-party license

• Experts warrant they have all necessary rights to deliver such materials

7.5 Intellectual Property Infringement

Users agree NOT to:

• Infringe copyrights, trademarks, patents, or other IP rights of third parties

• Upload, transmit, or deliver content they do not own or have rights to use

• Misrepresent ownership or authorship of work

If you believe content on the Platform infringes your IP rights, please submit a notice to legal@flexduty.com with:

• Identification of the copyrighted work or IP

• Identification of the infringing material

• Your contact information

• A statement of good faith belief that use is unauthorized

• A statement that the information is accurate and you are authorized to act

We will investigate and may remove infringing content and suspend accounts of repeat infringers.

8. Confidentiality and Data Security

8.1 Confidentiality Obligations

Experts agree to:

• Treat all Buyer information as strictly confidential

• Use Buyer information solely for delivering contracted services

• Not disclose Buyer information to third parties without written consent

• Implement reasonable security measures to protect Buyer data

• Return or destroy confidential materials upon project completion (if requested)

Buyers agree to:

• Keep Expert personal information (contact details, rates) confidential

• Not share Expert's proprietary methodologies or business information

• Respect Expert's intellectual property in their tools and processes

Exceptions to Confidentiality:

• Information already public or independently developed

• Information disclosed with written consent

• Information required to be disclosed by law or court order

8.2 Platform Data Security

FlexDuty implements industry-standard security measures:

• End-to-end encryption for sensitive data

• Secure file storage with access controls

• Regular security audits and vulnerability assessments

• Stripe-certified payment processing (PCI-DSS compliant)

• Multi-factor authentication options

Despite these measures, no system is 100% secure. You use the Platform at your own risk.

8.3 Data Privacy

Our data collection, use, and sharing practices are detailed in our Privacy Policy. By using the Platform, you consent to:

• Collection of personal and usage data

• Use of data for platform operation and improvement

• Sharing data as described in our Privacy Policy

• Storage of data on secure servers (U.S. and international)

9. User Conduct and Community Standards

9.1 Prohibited Conduct

Users may NOT:

Fraud and Abuse:

• Engage in fraudulent, illegal, or deceptive activities

• Manipulate ratings, reviews, or platform algorithms

• Create fake accounts or impersonate others

• Engage in money laundering or other financial crimes

Circumvention:

• Contact other users outside the Platform to avoid fees

• Share contact information to circumvent the Platform

• Accept or make payments outside the Platform for services initiated on FlexDuty

• Solicit users to work outside the Platform

Harassment and Abuse:

• Harass, threaten, intimidate, or abuse other users

• Use offensive, discriminatory, or inappropriate language

• Engage in targeted abuse or bullying

• Discriminate based on race, gender, religion, age, disability, sexual orientation, or other protected characteristics

Platform Misuse:

• Spam users with unsolicited messages or offers

• Scrape, crawl, or data mine the Platform

• Reverse engineer or attempt to access source code

• Introduce viruses, malware, or other harmful code

• Attempt to gain unauthorized access to systems or data

• Overload or interfere with Platform infrastructure

Content Violations:

• Post illegal, obscene, or adult content

• Share content that infringes third-party IP rights

• Upload malicious files or software

• Post false, misleading, or defamatory content

Payment Violations:

• Dispute legitimate charges for work completed

• Withhold payment to manipulate Experts

• Engage in payment fraud or chargebacks

9.2 Professional Standards

All users must:

• Communicate professionally and respectfully

• Honor commitments and agreements made on the Platform

• Provide accurate information in profiles, project descriptions, and communications

• Respond to inquiries and messages within reasonable timeframes

• Resolve disputes in good faith before escalating to Platform support

9.3 Content Guidelines

All content posted on FlexDuty must:

• Be accurate, honest, and not misleading

• Comply with applicable laws and regulations

• Respect intellectual property rights

• Be appropriate for a professional business environment

• Not contain spam, advertisements, or promotional content (except in designated areas)

9.4 Review and Rating Integrity

For Buyers:

• Provide honest, constructive reviews based on actual experience

• Not use reviews to threaten, extort, or manipulate Experts

• Base ratings on service quality, professionalism, and deliverables

• Not post reviews for projects outside the Platform

For Experts:

• Not solicit removal of negative reviews through mutual cancellation

• Not offer incentives for positive reviews

• Not create fake accounts to review own services

• Accept constructive feedback professionally

Reviews containing profanity, personal attacks, irrelevant content, or violations of these Terms may be removed.

10. Disputes and Resolution

10.1 Dispute Resolution Process

If a dispute arises between Buyer and Expert:

Step 1: Direct Communication (Required)

• Parties must first attempt to resolve disputes directly

• Use Platform messaging to document communications

• Approach discussions in good faith and professionally

Step 2: Platform Support Mediation

• If direct resolution fails, contact support@flexduty.com

• Provide detailed description of the issue with supporting evidence

• Both parties will be asked to provide their perspective

• Customer Support will review materials and facilitate resolution

• Resolution may include partial refunds, additional time, or project cancellation

Step 3: Binding Decision (if necessary)

• If mediation fails, FlexDuty may make a binding decision

• Decision will be based on evidence, Terms compliance, and platform policies

• Decisions may result in payment releases, refunds, or account restrictions

• Decisions are final unless new evidence emerges

10.2 Payment Disputes

For payment-related disputes:

• Funds remain in escrow during dispute resolution

• Time tracking records and project communications are primary evidence

• Burden of proof varies based on claim type

• Disputes must be initiated within 14 days of payment release

• Resolved disputes may result in full, partial, or no refund

10.3 Escalation to Arbitration (U.S. and Canada Users Only)

IF YOU ARE A USER RESIDING IN THE UNITED STATES OR CANADA, PLEASE READ CAREFULLY:

Arbitration Agreement:

You and FlexDuty agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved through final and binding arbitration, rather than in court, except:

• Small claims court matters (if eligible)

• Intellectual property disputes

• Emergency injunctive relief

Arbitration Rules:

• Administered by the American Arbitration Association (AAA)

• Conducted under AAA Commercial Arbitration Rules or Consumer Arbitration Rules (as applicable)

• One arbitrator, selected per AAA procedures

• Conducted in English

• Hearings may be conducted virtually when permitted

Location:

• For commercial disputes: New York, New York

• For consumer disputes: AAA location nearest to your residence

Class Action Waiver:

YOU AND FLEXDUTY AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

Costs:

• Each party bears its own attorney fees unless arbitrator awards otherwise

• AAA fees split per AAA rules (consumer disputes may have fee waivers)

Opt-Out:

You may opt out of this arbitration agreement by emailing arbitration-opt-out@flexduty.com within 30 days of agreeing to these Terms, stating: "I opt out of the arbitration agreement."

Severability:

If any portion of this arbitration clause is found unenforceable, that portion will be severed and the remainder will remain in effect.

10.4 Governing Law (Non-Arbitration Matters)

For users outside the U.S. and Canada, or for matters not subject to arbitration:

• These Terms are governed by the laws of the State of New York, USA

• Exclusive jurisdiction in state or federal courts in New York, New York

• You consent to personal jurisdiction in New York courts

11. Account Suspension and Termination

11.1 Suspension by FlexDuty

We reserve the right to suspend or restrict accounts immediately if:

• User violates these Terms or Community Standards

• Fraudulent, illegal, or abusive activity is detected

• Account verification cannot be completed

• Payment disputes or chargebacks occur

• Multiple users report violations

• Required legal or regulatory action

Suspended accounts:

• Cannot access active projects

• Cannot send or receive messages

• Cannot initiate new projects

• May be subject to investigation

Users will be notified of suspensions with reasons (unless disclosure would compromise investigation).

11.2 Permanent Termination

Accounts may be permanently terminated for:

• Repeated violations of Terms

• Serious violations (fraud, harassment, illegal activity)

• Failure to resolve payment disputes

• Creating multiple accounts to circumvent restrictions

• Manipulating platform systems or algorithms

Upon termination:

• Access to Platform is revoked immediately

• Active projects may be cancelled (with appropriate compensation)

• Outstanding payments are processed according to Terms

• User data may be retained per our Privacy Policy and legal obligations

• You may not create new accounts without our written permission

11.3 Voluntary Account Deactivation

Users may deactivate their accounts at any time:

• Go to Account Settings → Deactivate Account

• Complete all active projects or arrangements before deactivation

• Outstanding payment obligations remain due

• Account data is retained per our Privacy Policy

• Deactivation may be reversible within 30 days; deletion is permanent

11.4 Effect of Termination

Upon termination or deactivation:

• Your license to use the Platform terminates immediately

• You remain liable for all commitments and obligations incurred before termination

• Provisions relating to intellectual property, confidentiality, payments, disputes, and liability survive termination

• We reserve the right to delete user content (except as required by law)

11.5 Appeals Process

If your account is suspended or terminated:

• Email appeals@flexduty.com within 30 days

• Provide detailed explanation and any supporting evidence

• Appeals are reviewed by a different team member

• Decisions are typically provided within 7-14 business days

• Appeal decisions are final

12. Disclaimers and Limitation of Liability

12.1 Platform "AS IS"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, FLEXDUTY DISCLAIMS ALL WARRANTIES, INCLUDING:

• Merchantability, fitness for a particular purpose, and non-infringement

• Accuracy, reliability, or quality of content or services

• Uninterrupted, secure, or error-free operation

• Results or outcomes from using the Platform

• Quality, skill, or timing of Expert services

12.2 No Guarantees

FlexDuty does NOT guarantee:

• Availability of qualified Experts for any project

• Quality, accuracy, or legality of services provided by Experts

• That projects will be completed on time or meet expectations

• That payments will be processed without issue

• That disputes will be resolved in your favor

12.3 Third-Party Services

The Platform integrates third-party services (Stripe for payments, AWS for storage, etc.). We are not responsible for:

• Third-party service failures, outages, or errors

• Third-party terms of service or privacy practices

• Loss of data or functionality from third-party issues

12.4 User-Generated Content

We are not responsible for user-generated content, including:

• Accuracy or legality of profile information

• Quality or deliverability of Expert services

• Offensive, infringing, or inappropriate content posted by users

• Interactions or agreements between users

12.5 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

LIABILITY CAP:

FLEXDUTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• (A) $500 USD, OR

• (B) THE TOTAL PLATFORM FEES PAID BY YOU IN THE 12 MONTHS BEFORE THE CLAIM AROSE

EXCLUDED DAMAGES:

FLEXDUTY WILL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages

• Loss of profits, revenue, data, business opportunities, or goodwill

• Service interruptions or data loss

• Third-party actions or content

• Events beyond our reasonable control

Application:

This limitation applies regardless of:

• Legal theory (contract, tort, negligence, strict liability, etc.)

• Whether we were advised of the possibility of damages

• Whether limited remedies fail their essential purpose

Jurisdictional Exceptions:

Some jurisdictions do not allow certain limitations on liability. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

12.6 Indemnification

You agree to indemnify, defend, and hold harmless FlexDuty, its affiliates, officers, directors, employees, and agents from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Platform

• Your violation of these Terms

• Your violation of any law or third-party rights

• Content you post or transmit through the Platform

• Services you provide or receive through the Platform

• Any claim that your content or services caused harm to third parties

• Disputes with other users

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you will cooperate with our defense.

13. Compliance and Legal

13.1 Independent Contractor Relationship

Critical Classification:

All Experts on FlexDuty are independent contractors. This means:

For Buyers:

• You are NOT an employer of Experts

• You will NOT exercise control over how Experts perform work

• You will NOT supervise, direct, or manage Experts' methods

• You may define deliverables and goals, but NOT the means of achieving them

• You are NOT responsible for Expert taxes, insurance, or benefits

For Experts:

• You are self-employed independent contractors

• You are responsible for your own taxes, insurance, and legal compliance

• You control your own schedule, methods, and work processes

• You may work for multiple clients and use your own tools

• You are NOT entitled to employee benefits

Tax Reporting:

• Experts may receive 1099 forms (U.S.) or equivalent tax documents

• Buyers are NOT required to withhold taxes on payments to Experts

• Consult tax professionals regarding your specific obligations

13.2 Professional Licensing

Experts warrant that they:

• Hold all necessary professional licenses and certifications

• Comply with all regulatory requirements in their jurisdiction and the Buyer's jurisdiction

• Maintain required professional insurance and bonding

• Will not provide services outside their licensed scope of practice

Examples: CPAs must be licensed in relevant states; lawyers must be admitted to relevant bars; security professionals must comply with applicable data protection laws.

13.3 Export Controls and Sanctions

Users agree NOT to:

• Use the Platform from countries subject to U.S. embargoes or sanctions

• Engage with parties on restricted lists (OFAC, Entity List, etc.)

• Export controlled technology or data without proper authorization

• Violate any applicable export control or sanctions laws

FlexDuty reserves the right to block access from restricted locations and to suspend accounts involved in sanctioned activities.

13.4 Anti-Money Laundering (AML)

FlexDuty complies with AML regulations. We reserve the right to:

• Verify user identities and business information

• Monitor transactions for suspicious activity

• Report suspicious activity to authorities

• Freeze or terminate accounts involved in suspected money laundering

13.5 Data Protection and Privacy

We comply with applicable data protection laws, including:

• GDPR (EU General Data Protection Regulation)

• CCPA (California Consumer Privacy Act)

• Other applicable privacy laws

Users have rights regarding their personal data. See our Privacy Policy for details.

13.6 Accessibility

We strive to make the Platform accessible to users with disabilities and comply with:

• Web Content Accessibility Guidelines (WCAG) 2.1 Level AA

• Americans with Disabilities Act (ADA) where applicable

If you encounter accessibility barriers, please contact accessibility@flexduty.com.

14. Communications and Notifications

14.1 Platform Communications

By using FlexDuty, you consent to receive:

• Transactional emails: Order confirmations, payment receipts, dispute notifications (REQUIRED)

• Service updates: Platform changes, policy updates, security alerts (REQUIRED)

• Project notifications: Expert assignments, messages, deliverables, deadlines

• Marketing emails: Newsletter, promotions, platform tips (OPTIONAL – can opt out)

14.2 Communication Preferences

You may manage your notification preferences in Account Settings:

• Email notifications (transactional, project updates, marketing)

• Push notifications (mobile app)

• SMS notifications (if available)

Note: You cannot opt out of essential service communications (e.g., payment failures, legal notices, security alerts).

14.3 Official Notice Delivery

Legal notices and official communications will be sent to:

• Email address on your account

• Physical address provided during verification (if applicable)

• Platform notifications (for some time-sensitive matters)

You are responsible for keeping contact information current. Notices are deemed received:

• Immediately if sent via Platform notification

• 24 hours after email is sent

• 5 days after physical mail is sent

14.4 On-Platform Communication Only

Users must communicate through the Platform for all project-related matters. This:

• Protects both parties with documented communication

• Enables dispute resolution if needed

• Ensures compliance with Terms

• Maintains platform security and fee structure

Exceptions: After project completion, parties may agree to exchange external contact information.

15. Tools and Additional Features

15.1 Rate Calculator Tool

Our Rate Calculator tool (`/tools/rate-calculator`) is provided free to help professionals benchmark their rates. By using it:

• You may provide anonymous rate data for aggregation

• Results are based on user-submitted data and algorithms (not guaranteed accurate)

• We may use anonymized data for platform analytics and marketing

• Email submission is optional to receive full reports

• You consent to receive follow-up communications (can opt out)

15.2 AI Scoping Assistant

Our AI-powered scoping assistant helps Buyers define project requirements:

• AI recommendations are suggestions, not guarantees

• Human review and judgment should supplement AI outputs

• AI may make errors or misinterpret inputs

• Final project scope is Buyer's responsibility

• We do not warrant accuracy of AI-generated content

15.3 Time Tracking Tools

Experts use our time tracking tools to bill for work:

• Experts are responsible for accurate time tracking

• Buyers may review and dispute time entries within 72 hours

• Screenshots or activity tracking may be included (if enabled)

• Manual time entries are permitted but require description

• FlexDuty may review time entries during disputes but does not pre-approve

15.4 File Sharing and Storage

The Platform provides file sharing and storage:

• Maximum file size: 100MB per file (subject to change)

• Prohibited file types: Executables, scripts, malware

• Retention: Files retained for duration of project + 90 days (unless deleted by user)

• Backups: Not guaranteed; users should maintain own backups

• Security: Virus scanning and encryption provided, but not foolproof

Users are responsible for ensuring uploaded files comply with these Terms and do not infringe third-party rights.

15.5 Integrated Blog and Resources

Our blog and resource library (powered by Strapi CMS) provides:

• Educational content about professional services

• Platform guides and best practices

• Industry insights and trends

Content is for informational purposes only and does not constitute professional advice.

16. Modifications to Terms and Platform

16.1 Changes to Terms

We may update these Terms from time to time due to:

• Changes in laws or regulations

• New features or services

• Security or fraud prevention needs

• Improvements to platform policies

• User feedback and platform evolution

Notice of Changes:

• Updated Terms will be posted on the Platform with a new "Last Updated" date

• Material changes will be communicated via email

• Continued use of the Platform after changes constitutes acceptance

• If you do not agree to changes, you must stop using the Platform and may close your account

16.2 Changes to Platform Features

We may modify, suspend, or discontinue any Platform feature at any time, with or without notice, including:

• User interface or design changes

• Feature additions, removals, or modifications

• Pricing or fee structure changes

• API or integration changes

We will make reasonable efforts to notify users of significant changes but are not obligated to do so.

16.3 Service Interruptions

The Platform may experience interruptions due to:

• Scheduled maintenance (we will notify in advance when possible)

• Emergency maintenance or security updates

• Third-party service outages (e.g., Stripe, AWS)

• Force majeure events (natural disasters, pandemics, etc.)

• Cyberattacks or security threats

We are not liable for service interruptions or resulting damages.

17. Miscellaneous Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional guidelines or policies referenced herein, constitute the entire agreement between you and FlexDuty regarding the Platform and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.3 No Waiver

FlexDuty's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of FlexDuty.

17.4 Assignment

You may not transfer or assign your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, at any time without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure

FlexDuty is not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including:

• Acts of God, natural disasters, pandemics

• War, terrorism, civil unrest

• Government actions, laws, or regulations

• Strikes, labor disputes, or supply chain disruptions

• Internet or telecommunications failures

• Cyberattacks or hacking

17.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated. No third party may enforce any provision of these Terms.

17.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between:

• You and FlexDuty

• Buyers and Experts

• FlexDuty and Experts

All parties are independent contractors.

17.8 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

17.9 Survival

Provisions of these Terms that by their nature should survive termination will survive, including but not limited to: intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

17.10 Interpretation

In these Terms:

• "Including" means "including but not limited to"

• Singular includes plural and vice versa

• "Or" is not exclusive

• Any reference to "days" means calendar days unless otherwise specified

17.11 Language

These Terms are written in English. Any translations are provided for convenience only. In case of conflicts, the English version prevails.

17.12 U.S. Government Users

If you are a U.S. government entity, the Platform is a "Commercial Item" as defined in FAR 2.101 and is subject to these Terms.

18. Contact Information

For questions, concerns, or disputes regarding these Terms or the Platform:

General Support:

• Email: support@flexduty.com

Legal Notices:

• Email: legal@flexduty.com

Arbitration Opt-Out:

• Email: arbitration-opt-out@flexduty.com

IP Infringement Claims:

• Email: legal@flexduty.com

• Subject line: "IP Infringement Claim"

Data Privacy Requests:

• Email: privacy@flexduty.com

Accessibility Issues:

• Email: accessibility@flexduty.com

19. Acknowledgment and Acceptance

By using FlexDuty, you acknowledge that:

• You have read and understood these Terms

• You agree to be bound by these Terms and our Privacy Policy

• You have the authority to enter into this agreement

• Your use of the Platform constitutes acceptance of these Terms

Last Updated: November 26, 2025

Effective Date: November 26, 2025