This Marketplace Terms of Service ("Agreement") is entered into by and between JetBridge Software Inc., a Delaware corporation headquartered in Tampa, Florida ("Company," "we," "our," or "us"), and the individual or entity clicking "I Agree," creating an account, posting a Bounty, submitting an Offer, or otherwise accessing or using the Marketplace ("User," "you," or "your").
Effective Date: The earlier of (a) the date you first click "I Agree" to this Agreement or (b) the date you first access or use the Marketplace.
1.1 WHEREAS, Company owns and operates an online marketplace platform (the "Marketplace") matching software-development talent ("Software Developers") with Vibe Coders who post project requests accompanied by monetary incentives ("Bounties");
1.2 WHEREAS, Vibe Coder desires to engage Software Developers via the Marketplace to perform certain software-development tasks ("Tasks") in exchange for payment of the Bounty plus service fees; and
1.3 WHEREAS, Company is willing to provide such services subject to this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
(Definitions echo those below in Part B.)
3.1 Neutral Venue. Company is not a party to any contract between Vibe Coder and Developer and disclaims any employment, partnership, joint venture or fiduciary relationship.
3.2 No Warranty. Company makes no guarantees regarding quality, performance or timeliness of any Developer's work.
You represent that you are at least 18, have full legal capacity, and will comply with all applicable laws, including export controls and sanctions.
5.1 Upon your acceptance of a Developer's counter-offer, Company will charge your payment method for (i) the Bounty and (ii) the fifteen-percent (15%) Service Fee.
5.2 100% of collected funds is held in escrow; interest (if any) belongs to Company.
5.3 Company may release between 0%–100% of the Bounty to Developer based on its Completion Determination in its sole discretion; unreleased amounts are retained by Company as administrative costs and are not refundable.
5.4 All payments are final; you waive any right to chargeback or reversal. Violations incur a $250 administrative fee and recovery of Company's costs.
6.1 Vibe Coder Ownership. Upon full payment and release of funds, all right, title, and interest in Deliverables vest exclusively in Vibe Coder.
6.2 Developer shall execute all assignments and further assurances to perfect Vibe Coder's ownership.
6.3 Developer may not incorporate third‑party or open‑source code without Vibe Coder's prior written consent and appropriate licensing.
You are responsible for all applicable taxes (e.g., sales, VAT), except taxes on Company's net income.
Includes, without limitation:
Any off‑platform transaction by either Vibe Coder or Software Developer constitutes a material breach and entitles Company to a liquidated‑damages payment equal to fifteen percent (15%) of the total value of each such transaction from both offending parties.
Company may suspend/terminate your access for any reason without liability.
Company uses commercially reasonable safeguards but disclaims liability for any data breach or leak.
Each party will treat non‑public information as confidential and use it solely for this Agreement.
12.1 You shall defend, indemnify, and hold harmless Company and its affiliates against any losses, claims, or damages (including attorneys' fees) arising from your content or use of the Marketplace.
12.2 You agree that Company is not responsible for any infringement of third‑party IP. You and any engaged Developer are solely responsible for all infringement claims and will fully indemnify Company against any such claims.
THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY FOR ANY CLAIM RELATED TO OR ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO COMPANY UNDER THIS AGREEMENT. CONSEQUENTIAL, INCIDENTAL, SPECIAL, AND PUNITIVE DAMAGES ARE EXCLUDED.
Florida law governs; exclusive venue in Hillsborough County, Florida courts; jury trial waived.
Entire Agreement; Severability; Amendments by posting revised terms.
1.1 WHEREAS, Company operates the Marketplace where Vibe Coders post Bounties for software‑development Tasks; and
1.2 WHEREAS, Developer seeks to perform such Tasks under this Agreement.
NOW, THEREFORE, the parties agree:
| Term | Meaning |
|---|---|
| Bounty | Monetary amount posted by Vibe Coder. |
| Service Fee | Fifteen-percent (15%) of the Bounty, deducted from Payout. |
| Offer | Developer's binding counter-proposal specifying scope, timeline, and price. |
| Deliverables | All work product delivered by Developer. |
| Completion Determination | Company's sole decision on completion, determining Payout (0%–100%). |
| Payout | Funds released to Developer after deduction of Service Fee. |
Developer is an independent contractor responsible for all taxes, insurance, and compliance with applicable laws.
4.1 Each Offer is legally binding.
4.2 Company may release 0%–100% of the Bounty as Payout in its sole discretion; Service Fee is withheld from Payout.
4.3 Payout is initiated within ten (10) business days after Completion Determination, subject to holds.
4.4 Developer shall not solicit off‑platform work for 24 months; breach incurs liquidated damages equal to 15% of off‑platform amounts plus attorneys' fees.
5.1 Work Made for Hire. Deliverables shall be considered work made for hire for the benefit of the Vibe Coder.
5.2 Assignment. To the extent not work made for hire, Developer irrevocably assigns to Vibe Coder all right, title, and interest in Deliverables upon creation.
5.3 Developer waives moral rights and will execute further documents to perfect Vibe Coder's ownership.
Developer represents that Deliverables are original, do not infringe third‑party rights, and will comply with all laws. No copyleft or viral licenses without Vibe Coder's consent.
Developer shall protect Vibe Coder's non-public data under industry-standard security measures and notify Company of any breach within 24 hours.
No misrepresentation, malicious code, fee circumvention, or IP infringement.
Developer shall defend, indemnify, and hold harmless Company and Vibe Coder from any losses, claims, or damages (including attorneys' fees) arising from Developer's Deliverables or breach. Developer agrees Company bears no responsibility for any IP infringement and will be fully indemnified against any such claims by Developer and any involved Vibe Coder.
MARKETPLACE AND SERVICES ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY OR TO THE PARTY GIVING RISE TO THE CLAIM (I.E., AMOUNT PAID BY VIBE CODER OR AMOUNT RECEIVED BY DEVELOPER). CONSEQUENTIAL, INCIDENTAL, SPECIAL, AND PUNITIVE DAMAGES ARE EXCLUDED.
Florida law governs; exclusive venue in Hillsborough County, Florida courts; jury trial waived.
Assignment; Entire Agreement; Severability; Amendments; Notices as in Part A.