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.
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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.
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Developer is the software developer who made the Offer.
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Sponsor is the first individual or company to accept the Offer.
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The Issue is the issue, pull request, patch, or similar development proposal for which the Offer was made.
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The Project is the software project the Issue pertains to.
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The Down Payment is the amount Developer specifies for up-front payment in the Offer.
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The Fee Estimate is Developer's estimate of the total fees for resolving the Issue in the Offer.
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The Time Estimate is Developer's estimate of the number of days Developer will need to resolve the Issue in the Offer.
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The Hourly Rate is the hourly rate of pay Developer in the Offer.
Developer may revoke the Offer at any time before it is accepted.
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.
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.
Sponsor agrees to pay Developer the Down Payment within five calendar days 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.
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On receiving the Down Payment, Developer agrees to disclose that the Offer has been accepted, in the same way they made the Offer, within five calendar days. If Developer fails to disclose acceptance within that time, Sponsor may do so.
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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.
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.
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 five calendar days to respond to a request for clarification, Developer may end this agreement by e-mail to Sponsor.
Developer agrees to record all the time spent working on the Issue in fairly rounded, quarter-hour increments.
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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.
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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.
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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.
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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.
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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 five calendar days of the pause, Sponsor automatically ends this agreement automatically.
Developer may e-mail Sponsor, ending this agreement, in any of these situations:
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Developer has finished work resolving the Issue.
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It becomes clear that the Issue cannot, will not, or very clearly should not be resolved, for reasons outside Developer's control.
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Someone else resolves the issue.
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.
Sponsor agrees to either pay Developer's bill, or dispute a specific amount of billed time and pay the rest, within five calendar days 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 five calendar days to resolve the dispute, and Sponsor agrees to pay any resolved charges within three calendar days of resolution.
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 five calendar days. 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.
Developer and Sponsor agree to pay their own expenses of sending and receiving payments under this agreement.
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.
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.
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:
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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.
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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.
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As a fallback, the terms are those of the latest version of The Blue Oak Model License published on blueoakcouncil.org.
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.
Others who are not parties to this agreement may enforce the terms of Public Licenses.
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.
Neither side will be liable for any failure or delay in meeting any obligation under this agreement caused by:
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failure of the other side or its personnel to meet their obligations under this agreement
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actions done or delayed on written request of the other side
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fire, flood, earthquake, and other natural disasters
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declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorders, rebellions, and revolutions
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extraordinary malfunction of Internet infrastructure, data centers, or communications utilities
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government actions taken in response to any of these causes
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.
Limited Damages does not limit damages for breach of Sponsor's obligations to pay Developer.
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.
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.
The law of the state where Developer lives will govern this agreement
Both sides intend the Offer and these terms as the final, complete, and only expression of their terms about work on the Issue.
Except under Enforcement of Public Licenses, only Developer and Sponsor may enforce this agreement.
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.
Lawsuit means a lawsuit brought by one side against the other, related to this agreement or work on the Issue.
Developer's Local Courts means the courts of the country and any national subdivision with jurisdiction where Developer lives.
Both sides agree to bring any Lawsuit in Developer's Local Courts.
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.
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.
Each side agrees to pay the other side's costs of bringing any successful Lawsuit or collecting payment owed under this agreement.