4b. RENT A CODER RULES OF ARBITRATION

These rules of arbitration exist to ensure a fair and safe environment for the buying and selling of computer software and related systems. Should a dispute arise over the completion of a project, the allocation of escrowed funds, or any other issue, both Buyer, Seller and Exhedra agree to the following rules:

1) About Mediation / Arbitration:

Should the Buyer and Seller not be able to come to agreement on acceptance, (including but not limited to copyright to deliverables, whether deliverables meet requirements and whether work acceptance should occur), both parties agree to designate Exhedra as sole mediator and arbitrator (two distinct roles).  Exhedra agrees to mediate and arbitrate fairly and impartially according to the rules in this section. Where no rules yet apply it will use its best judgement (in Exhedra's sole opinion).  Buyer and Seller agree that Exhedra's decision is final and binding to them and hereby waive any other further legal challenges or remedies including but not limited to civil or criminal litigation against the other party or Exhedra.

2) Mediation:

Before arbitrating, Exhedra may attempt to first mediate a mutually acceptable compromise solution between both parties if it determines the option is a viable one. A mediated compromise can provide a quick and easy way for both parties to obtain a successful outcome, without the time and energy required by a full-blown arbitration. Both Buyer and Seller understand and acknowledge that they are NOT required to accept any mediation proposals. Exhedra acknowledges that the refusal of any party to accept a mediation proposal will not affect its standing in the subsequent arbitration.

If a mediation succesfully occurs in which the original contract is either reduced or cancelled, Exhedra will document what occured by placing a rating on one or both parties' records, as detailed below under "Exhedra Ratings".

Should either party not agree to a mediation compromise, or should Exhedra (at it's sole discretion) determine that the option is not a viable one, the process moves on to arbitration.

3) Arbitration:

Whereas mediation is like a diplomatic negotiation between two countries, arbitration is like a court trial. Much like a trial case, each party's side is weighed and often evidence needs to be gathered to determine the prevailing party.

Arbitration of the bid request is based solely on whether or not the Seller met the conditions specified in the Buyer's 'Entire Bid Request' (unless either Buyer or Seller prematurely forfeits by the other rules of arbitration detailed below).    The 'Entire Bid Request' is defined as:

• The original bid request posting on the site (which includes but is not limited to the description, attachment and deliverables)
• The subsequent clarifications and/or changes made in bids/comments from both sides in the site bidding/comment system.

     Both Buyer and Seller agree that any discussions conducted outside of the site (including email, off-site chat and oral conversations over the phone) are NOT considered part of the 'Entire Bid Request' and WILL NOT be taken into account. 

    Exhedra has found that due to poor wording or lack of attention to detail, that sometimes portions of the 'Entire Bid Request' contradict other portions or are unclear.  In the event that either Buyer or Seller disputes with the other party any portion of the 'Entire Bid Request' (including but not limited to disputes over an alleged contradiction,  interpretation, or applicability) Exhedra will be the final determiner of the best method of resolving the issue.  It will make this determination using the most impartial method that it can, in good faith, formulate. 

     Despite repeated warnings to both Buyer and Seller to the contrary, occasionally Exhedra finds that both parties have neglected to use the site to detail key items of the 'Entire Bid Request', withholding the information necessary to make what Exhedra feels is a "just" arbitration decision.  This can happen due to a deliberate manipulation by one party and/or due to genuine ignorance of the consequences of such behavior by one or both parties. Should Exhedra determine this to be the case, it may extend the definition of the 'Entire Bid Request' to include items not normally covered (such as 3rd party chat logs).  However, neither Buyer nor Seller may demand such an extension nor possess the "right" to such an extension.  Instead Buyers and Sellers agree to properly document the 'Entire Bid Request' on the site as Exhedra warns, and not expect, or count on an extension to occur in any arbitration.  Site users who repeatedly do not use the site to document the 'Entire Bid Request' may be ejected from the site.

4) 'Quick Resolution' Arbitrations

• If a Seller does not upload completed deliverables to the site by the delivery deadline posted by the buyer, then the Seller will be found in forfeit of the arbitration. The Seller agrees to allow enough time before the deadline to doublecheck that what they uploaded to the site is actually what they intended to upload and is in the proper format and is 100% of the deliverables...and to reupload it before the deadline if it should not be. Should the site be down, the Seller may alternately confirm delivery by emailing the deliverables along with the bid request URL to facilitator@rentacoder.com. The date/time stamp of the email will then be used to determine if delivery was made on time or not. However, to prevent an unscrupulous Buyer from unfarily manipulating a Coder to obtain free work...should Exhedra discover evidence that it feels indicates that the Buyer continued to work with the Seller after the deadline, and the Seller did so in a fully competent manner, then the deadline may be deemed "Implictly Extended" by the Buyer's actions..nullifying the previous deadline and the above mentioned forfeiture.
  
  If the timezone for a deadline is ambiguous, then Buyer and Seller authorize Exhedra to determine the time zone to be enforced, using whatever method it deems (in its sole opinion) to be appropriate.
   
• If the Seller has already agreed to provide status reports prior to the arbitration and did not fulfill that agreement, then they also be found in forfeit of the arbitration. However, to prevent an unscrupulous Buyer from unfarily manipulating a Coder to obtain free work...should Exhedra discover evidence that it feels indicates that the Buyer continued to work with the Seller after the status report requirement was not met, then the Buyer will be considered to have waived their rights to cancel on that particular missed stats report..nullifying the previous deadline and the above mentioned forfeiture. Note: status reports are NEVER required of the Seller while arbitration is in process.
• If either party closes their account, then they agree that they will forfeit any ongoing and/or future arbitrations.

5) 'Insufficient Progress' Arbitration

If the Buyer charges that the Seller is not making sufficient progress on a bid request, the Seller must supply specific demonstrable proof to the contrary. Examples of demonstrable proofs of progress are (depending on the level of progress expected) programming requirements, designs, prototype, code and/or test cases. If Exhedra determines that demonstratable proof of progress has not been supplied, the Seller will be found in forfeiture of arbitration. Exhedra may not only cancel the Seller's bid but also assign the Seller's other open bid requests to another, more responsible Seller. 

6) 'Deliverable Dispute' Arbitration

The typical arbitration case involves a disagreement on what was delivered. The Buyer typically claims that they did not receive 100% of the 'Entire Bid Request' and the Seller typically claims that they did provide this to the Buyer.

The only way to determine who is being truthful and who isn't, is to test the deliverables.  When this occurs, an Exhedra tester will perform "flaw list verification" where they compare the Buyer's list of problems (the "flaw list") to the actual application/deliverables.  Should one or more flaw list items be verified, then the Buyer wins arbitration.  Should no items be verified then the coder wins arbitration.  The process works as follows:

1) "The Flaw List": First Exhedra will request a detailed flaw list from the Buyer detailing exactly what the Buyer contends was not delivered, and (if appropriate) instructions on how to duplicate the alleged behavior.  Buyer agrees to provide the above when requested by Exhedra, so that Exhedra can confirm or deny whether the original bid request requirements were met or not.  Should the Buyer not provide the flaw list then they will be found in default of arbitration.  Note that all flaw list items will be screened per the "Flaw List Exceptions" rule below.

An unscrupulous Buyer who knows that they will lose arbitration, might be tempted to unfairly delay the inevitable payment to the Seller, by delivering flaw lists in 'piece-meal' fashion. To prevent this, the Buyer agrees that any flaw list they present is the full, complete and final flaw list.

Occasionally, the arbitrator may add items to the initial flaw list that they feel are pertinent, and these may even be items suggested by one of the involved parties. However, both Buyer and Seller agree that only the arbitrator may do this, and that no other party may.

2) "Testing Venue:"  Since the deliverables must function in the Buyer's environment for acceptance, and the Buyer is the party creating the "flaw list", the Buyer will be responsible for hosting the testing venue.  However, if the coder is determined to have not released the deliverables in question to the Buyer, the Coder will be responsible for hosting the testing venue.  Exhedra does reserves the right to move responsibility for the testing venue to another party if it (in its sole opinion) believes a fairer result may be achieved.  Additionally, Exhedra may choose to host the testing venue itself, if it (in its sole opinion) determines:

a)...that the arbitration venue responsibility would not be better served by either the Buyer or the Seller
b)...that significant setup assistance will not be required from the Seller (since a Seller can take advantage of such a situation to do configuration tweaks that were not done on the buyer's system)
c)...that it has an existing environment adequate to testing the deliverables

    Both Buyer and Seller agree that if required to provide the testing venue, they will provide Exhedra with access to all aspects of their environment that are necessary for Exhedra to:

a) Verify or deny the Buyer's claims in the flaw list
b) Verify or deny that deliverables have been modified to cheat the testing process

    Note that these aspects may include (but are not limited to) software, hardware, documentation, remote access to systems etc..   Should the party responsible for hosting the testing venue refuse to provide all aspects of the testing venue when required to, they will default on the arbitration and forfeit it.

     Exhedra may use file comparisons (and/or other means) to ensure that modification of deliverables does not occur by the testing venue host.  If Exhedra (in its sole judgment) determines that the host has modified deliverables to influence an arbitration unfairly in their favor, the host will forfeit arbitration, be found in default of their contract under the terms of 'fraud', and will have their account involuntarily closed.

3) "Flaw List Exceptions": Certain types of flaw list items will not be tested and must be removed from the flaw list.  They include:

a) Subjective Items:

Items that cannot be objectively stated cannot be objectively tested.  The Buyer will be given the chance to restate them objectively, but if they do not, then they will be removed from the flaw list.
  
b) Cosmetic Flaws: 

The Seller acknowledges and understands that they are expected to follow established software development standards (or graphics, writing, etc....whichever field applies). Such standards dictate doing adequate testing to ensure that the deliverables received by the buyer meet the specification and are in stable working condition.  However, the Buyer also  acknowledges and understands that  (for example) the complexity of modern software makes it impossible to create software that is 100% bug free (Windows is an excellent example).  In a graphics design project (as another example), minor issues (such as not liking a particular color) need to be addressed with the seller so they can be fixed...and otherwise cannot be expected to fix themselves. To ensure a fair test, certain items called "Cosmetic Flaws" will not be considered full-fledged flaws against the Seller. 

   "Cosmetic flaws" are defined as flaw list items that are infrequent, do not affect the major functionality of the deliverables, can be corrected very easily and do not reflect incompetence on the part of the Seller.  Some examples are a web page with the wrong background color or "typos" in a few data entry fields.  Should items be found to be "cosmetic flaws" and the Seller actually wins arbitration, then they will be required to fully correct them before receiving payment.

      Note that should the tester determine that the frequency of cosmetic items shows a lack of adequate testing by the Seller, then the presence of too many cosmetic flaws WILL be considered a full-fledged flaw.

c) Setup program bug items:

The flaw list may contain reference to items caused by a faulty setup program.  Due to the exponential number of different computer configurations in the world, setup programs sometimes do not run perfectly on every machine.  More importantly, sometimes these issues cannot be identified until they are run on a particular "problem configuration" machine.  If the tester determines that one or more setup program related flaw items fall in this category and could not have been prevented by the Seller using adequate testing using their own equipment and proper testing measures commensurate with the bid request, then these flaw items will not be considered.

7) Forfeiting Arbitration by not responding

Buyer agrees to be prompt in corresponding with Seller and Exhedra, including final acceptance of 'Work Complete'. Should a Buyer not fully comply with Exhedra requests to either certify 'Work Complete' or produce a flaw list within 5 business days, Buyer will forfeit the arbitration (at Exhedra's sole discretion). For situations other than work complete/flaw list requests...should a Buyer not respond to Exhedra arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's sole discretion).  Should a Buyer respond in 3 days but (in Exhedra's sole determination) attempt to stall the arbitration by inadequately addressing one or more issues, then they may also be ruled in forfeit of the arbitration (at Exhedra's sole discretion).

If a Buyer forfeit occurrs then Buyer forfeits the arbitration as well as the entire amount of the escrowed funds. Exhedra may (at its sole discretion) either award those funds to the Seller without further investigation, or choose to investigate if the Seller accomplished the contracted work corresponding to the escrowed funds. If Exhedra chooses to investigate, they will award the Seller the perentage that Exhedra deterimines that they have completed and return all additional escrowed funds to the Buyer.

Seller agrees to be prompt in corresponding with Buyer and Exhedra.  Should a Seller not respond to Exhedra arbitration communication in 3 days, they will forfeit arbitration (at Exhedra's sole discretion).  Should a Seller respond in 3 days but (in Exhedra's sole determination) attempt to stall the arbitration by inadequately addressing one or more issues, then they may also be ruled in forfeit of the arbitration (at Exhedra's sole discretion). Should a Seller not complete status reports prior to the beginning of the current arbitration then they will forfeit arbitration at Exhedra's discretion. If Exhedra determines a forfeit has occured, then in addition to the Seller's bid being cancelled, all of the Seller's other bids which have been selected by Buyers may be assigned to another (presumably more responsible) Seller.  This may be done with or without notice to the original Seller.

8) Excused absences:

Under certain circumstances, either buyer and coder may be granted an extension by Exhedra to the normal response times they have agreed to elsewhere in this contract. This will occur if they have an "excused absence" (such as a vacation) that meets all of the following:

1. The party requesting the absence notifies Exhedra and the other party in advance of both the date and length of the absence. This notification will occur on the arbitration itself and will be done in advance of the absence start date by a minimum of 3 business days, and if the abscense is longer than a week, than a minimum of 2 business days in advance for each week of the absence. In order to expedite the arbitration, Exhedra may amend the timeframes of this requirement during the arbitration. If Exhedra does this, it agrees to post the new timeframes to the arbitration, to inform both parties of the change. Once this is done, both buyer and coder agree to be bound by these new timeframes.
2. The party requesting the absence will provide any and all proof that Exhedra might require to verify that the alleged event occurred, including plane stubs, medical records, etc. (Each party agress that if they do not, that the reason will not be considered valid).
3. The reason must be determined by Exhedra (at its sole discretion) to be legitimate. For example "I notify you both 4 days in advance that I am taking a break from this arbitration for 2 weeks because I'm tired of participating" would not be considered legitimate.

Both parties agree that ALL of the above requirements must be met to be considered an excused absence. If any one is not met, then the absence is not excused and the party agrees that they are not entitled to an exception, and will be bound by the normal response times and penalties that they have agreed to elsewhere in this contract.

The advance notification requirement may be reduced, if the party can provide proof (per the other requirements) that an unforseen emergency beyond their control was the cause and the sudden nature made it impossible to provide the normal amount of advance notice (for example, a medical emergency). If such notice occurs only AFTER the response period has elapsed, it may not be possible for Exhedra to partially or completely reverse the previously made decision. To prevent this from occurring, both parties agree to instead setup a 3rd party in advance (a friend, business partner, family member) as a proxy, who will notify Exhedra of their inability to respond. This will enable Exhedra to act on the information. If either party neglects to do this, or the proxy does not notify Exhedra in advance of that party's response time expiration, that party agrees that their right to an excused absence will be waived. In such a case, Exhedra may still amend what it can (for example, the rating may be changed to indicate a medical emergency occurred). However issues such as the escrowed funds cannot be "undone".

There are a few other extremely rare situations, in which an excused absence is justified, but does not meet all of the above requirements. For example, a competent Seller may deliver 100% of a project (including all tweaks, etc.) by the final deadline and then go on vacation afterwards. An unethical buyer could put the project into arbitration while they were away, knowing that the vacation would not be considered excused per the above requirements. For this reason, both parties agree that Exhedra may waive any of the above requirements if it determines it would be more legitimate (at its sole discretion). Further, both parties agree that they do not have the right to demand or request such a waiver...and that it is purely at the discretion of Exhedra.

9) When the Buyer Wins Arbitration:

If the Buyer wins arbitration, they may, at their option, apply the entire escrowed amount to a new Seller at no charge.  Rent a Coder will offer the Buyer options (if available) of switching to other Sellers on the original bid, opening a new bid request to get new Seller bids, or otherwise offering to connect the Buyer with Sellers for the purpose of completing the project. 

The buyer also has the option to cancel the bid request and request a refund of escrow funds.  To compensate Exhedra for the costs in this process, all refunds of this nature are subject to a cancellation fee for the Buyer, as detailed under "Cancellation fee" elsewhere in this contract. However, to compensate the Buyer when cancellation is not their fault...should the Seller be determined by Exhedra to be "at fault" for the cancellation, then funds in the Seller's account (if available) or an Expert Guarantee (if available) will be used by Exhedra to lessen or completely eliminate this charge.

If the Buyer is awarded back 100% of their escrowed funds on a project, then they agree that the deliverables created by the coder may NOT be kept by the Buyer. Buyer agrees to relinquish possession by promptly and completely destroying all deliverables and copies of deliverables in their possession.

10) One Party Rating the Other Party:

To prevent 'retaliatory ratings', the losing party in an arbitration forfeits the right to rate the other party. Exhedra reserves the right to suspend rating rights on either party and/or to remove/edit ratings that it judges to be either retalitory in nature or involving a "trade" of favorable ratings to avoid a deserved bad rating.

11) Exhedra Ratings:

Exhedra reserves the right to rate any party at any time, as detailed previously.

However mediations and arbitration situations receive special scrutiny from Exhedra because they often tempt one party to "trade" a deserved bad rating in return for performing a concession for the other party.  This practice is unfair to future buyers and sellers who rely on the ratings to make decisions and taints the overall integrity of the rating system.

To prevent this, both parties agree to cooperate fully and completely with Exhedra's investigations as to why a cancellation or reduction in payment has occurred. Exhedra (at its sole discretion) will determine who is "at fault" and will then apply its own rating as follows:

• When one party is found at fault
  
  The at fault party receives a negative rating (3 or less) with a comment detailing  what occurred and the arbitration is recorded as a 'lost' arbitration on their record.
   
• When two parties are found at fault.
  
  Both parties will receive a negative rating (3 or less) with an comment detailing  what occurred and the arbitration is recorded as a 'lost' arbitration on their record.
   
• When Exhedra can't determine who is at fault
  
  There are times when it is not possible (or economically practical) to determine conclusively which party is at fault and which isn't.  In these cases, both parties will receive a neutral rating with a comment detailing each party's unverifiable position.  The arbitration is recorded as  'neutral' arbitration on both party's records.
   
• When Exhedra determines that neither party is at fault
  
  Both parties will receive a neutral rating with a comment detailing why the result was neither party "at fault".  The arbitration is recorded as  'neutral' arbitration on both party's records.
     

12) Coder cancellation grace period:

A Seller may, in good faith, place a bid and then later discover at the time of escrowing that they cannot take on the project. Some examples include winning more projects than anticipated, or taking on additional responsibilities while waiting for the Buyer to escrow funds. If a Seller notifies the Buyer (onsite) or Exhedra, within 24 hours after the Buyer fully completes the escrow payment, with a reason that will prevent them from completing the bid request, Exhedra will grant them a neutral rating, rather than a poor/bad rating. A comment indicating that the cancellation grace period was exercised by the Seller will be documented by Exhedra on both the Seller and Buyer's profiles. Should Exhedra (at its sole discretion) determine that the reason does not appear to be legitimate (including but not limited to 'I just don't feel like doing the work'), it can revoke this privilege.

This grace period does NOT apply to a project in which the Seller has escrowed an Expert Guarantee. Such projects have their own period for an acceptable cancellation, as detailed elsewhere in this contract.

13) Inappropriate Behavior:

If Buyer or Seller threatens or harrasses the other party or Exhedra, does not treat the arbitration process with respect or professionalism, does not follow arbitrator instructions, attempts (in Exhedra's sole opinion) to manipulate or unduly influence the arbitration process, or breaks any rules in the buyer or seller agreement or in the site terms and conditions, then Exhedra may choose to automatically forfeit that party and rule in favor of the opposite party, as well as permanently terminate that party's account.

14) Unfair contact via phone:

Exhedra arbitrators must maintain their objectivity to produce a fair judgement. This cannot be maintained when a party initiates one or more phone calls to attempt to influence or pester the arbitrator into deciding in their favor. To prevent this, both parties agree to communicate exclusively via the site and not by phone. Exhedra arbitrators can communicate by phone to explain the rules, clarify statements that they made (if they were unclear to a party), or explain how to post to arbitration. But the actual arbitration itself cannot be discussed on a phone call initiated by either party.

15) When an objective/fair result cannot be determined

Normally, both parties create a clear and objectively measurable contract and then communicate onsite. When this happens, an objectively fair result can be determined by the Exhedra. However ocassionally, one or both parties neglects to do this. When this happens, there is a possibility that the onsite evidence is not sufficent or clear enough to actually make a determination. If Exhedra (at its sole discretion) determines that this is the case, then both parties agree that Exhedra may use the determination method of last resort: the "random method". This involves finding a random 4th party input to provide a random determination on whatever issue is under question. For example, if the issue is whether 10% or 20% of the work is done, and neither party has specified the contract, then a determination could not be made and Exhedra would be forced to use the "random method". It might implement this by stating in advance that it will note the first number that appears on MSNBC.com the following day...and stating in advance that if its odd then 10% would be awarded (and if its even then 20% would be). To ensure a truly fair and random result, Exhedra will always state the random conditions and possible outcomes before any party (including itself) knows what the actual 4th party random result is.

16) Re-examining/re-opening arbitrations

Exhedra's goal in arbitrations is to always arrive at a fair arbitration result. Sometimes such a result is difficult to attain, for example, due to lack of complete information, miscommunication, etc.. If Exhedra determines (at its sole discretion) that an arbitration result was not (or may not) have been 100% correct, it has the right to re-examine and/or re-open any and/or all parts of it. If Exhedra (at its sole discretion) determines that a change should be made, the new change takes precedence over any original resolution. If Exhedra re-opens an arbitration, all parties have the same rights, duties and responsibilities as in a normal arbitration.

17) Agreement to not mislead

Both parties agree that they will not mislead external parties about their arbitration experience, by providing inaccurate or misleading information about it. Each party understands and agrees that if they do this, then Exhedra has the right to protect its good name to the fullest extent of the law. Should a court of law find that either party did present inaccurate or misleading information, each party agrees to pay damages to Exhedra to fully compensate it for all damage caused, as well as to pay all of Exhedra's reasonable legal and administrative expenses in obtaining this compensation.

1. ...credit card will be credited back to the original credit card that it was charged on. Doing so otherwise would allow an unscrupulous buyer to do a chargeback on the original card, that would result in the buyer being refunded twice (at Exhedra's expense). If the original credit card account was closed, Buyer can still contact their issuing bank. That bank must send the refund to them. Occassionally such a bank (typically non-U.S.) will send Exhedra the funds directly rather than refunding the buyer. If this occurs, the money can be sent to the buyer through PayPal, check or wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details). In no situation can the funds be credited to another credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.
    
2. ...PayPal will be refunded back to the original PayPal account. Doing so otherwise would allow an unscrupulous buyer to do a chargeback on the original payment, that would result in the buyer being refunded twice (at Exhedra's expense). If PayPal confirms that the original account was closed, then the money can be sent via check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details), or another PayPal account (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.
    
3. ...Checks or wire transfer can be refunded via either check, wire transfer (wires require an additional wire fee which varies according to your location...please contact Rent A Coder for exact details) or PayPal (PayPal may deduct a fee depending on the type of PayPal account). In no situation can the funds be credited to a credit card, as credit card regluations do not allow this and could cause Exhedra to lose its merchant account status.

1. To clearly post in the initial bid placed on the bid request that the bid is being posted by Exhedra, and that special rules apply to the bid request, as detailed in this section.
2. To waive their rights to arbitration.

10 Abandoned accounts.

Exhedra may do periodic account reviews to weed out abandoned accounts. If a Buyer is inactive for 18 months, their account may be considered by Exhedra to be abandoned. Abandoned accounts will be closed. If they have any funds remaining, Exhedra will notify the Buyer via email to their account email address, so they can be recovered by the Buyer. However, if the Buyer does not claim their funds for 6 months from the date of Exhedra's email notification, all funds will become the property of Exhedra.