Terms and Conditions

These Terms and Conditions ("Agreement") govern the relationship between TOAD Solutions ("the Company," "we," "us") and the User of our Platform. By accessing and using the Platform, the User agrees to be bound by the terms of this Agreement.

Definitions

“Content” includes bids, proposals, messages, files, deliverables, reviews, and communications transmitted via the Platform.

“Corporation” includes any individual, business entity, governmental entity, or organization posting a project on the Platform.

“Freelancer” includes any independent contractor, consultant, subject-matter expert, or service provider using the Platform to bid on Projects.

“Platform” means Company’s website, applications, tools, and related services.

“Prime Contractor” means the party who contracts directly with a Corporation and engages one or more Freelancers as independent subcontractors to perform services.

“User” means the Corporation or Freelancer using the Platform to either post or bid on specific Projects.

The TOAD Solutions Model

Company operates in two distinct capacities as detailed below (each a "Phase"). User acknowledges that its rights and responsibilities change based on the Phase under which a project is executed.

Phase 1 Projects (Marketplace): Company is acting as a neutral Platform and marketplace. All contracts, negotiations, and payments are strictly between the Freelancer and the Corporation. Company does not review, endorse, recommend, guarantee, supervise, or control any Freelancer, Corporation, bid, proposal, or project outcome. Company is not a party to any Phase 1 agreement and disclaims all responsibility for performance, quality, legality, safety, or compliance of any services provided.

Phase 2 Projects (Managed Services): Company acts as the Prime Contractor. Notwithstanding Company’s role as Prime Contractor, Freelancers remain independent contractors of Company, and nothing herein shall be construed as creating an employment relationship between Company and any Freelancer.

Subscriptions and Billing

Freelancer Subscription Tiers and Fees: Upon registration for the Service, each Freelancer must select a subscription tier. Each tier has an associated subscription fee, which will be billed in advance on an annual basis.

Corporation Fees and Monthly Auto-Renewal: Corporations will be charged a $100 fee each month its project is posted on the Platform. The Corporation agrees to a minimum of two months fees per project. Such fees will be billed on a monthly basis and will automatically renew each month until the Corporation closes its applicable project listing or otherwise terminates its account in accordance with these Terms.

No Guarantee of Work: Company makes no representations or guarantees to Freelancer regarding the volume, value, or availability of projects, invitations, or earnings.

Subscription Fee Changes: Company reserves the right to modify subscription pricing, features, or tiers upon reasonable notice.

Cancellation: Users may cancel at any time; however, access will continue until the end of the current annual billing cycle. No pro-rated refunds will be issued.

Non-Circumvention (Critical)

Restricted Period: For a period of twenty-four (24) months from the time a Corporation identifies a Freelancer through the Platform, the Corporation and Freelancer agree to communicate and process all engagements exclusively through the Platform.

Buy-out Fee: If a Corporation circumvents the Platform to hire a Freelancer directly, the Corporation agrees to pay Company an "Introduction Fee" equal to 20% of the Freelancer's estimated first-year compensation or $10,000 (whichever is greater). The parties acknowledge that damages for circumvention would be difficult to calculate and that the fees below represent a reasonable liquidated damages provision, not a penalty.

Independent Contractor Status (No Employment)

Relationship: Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship.

Freelancer Obligations: Freelancers are strictly independent contractors and are solely responsible for their own taxes (1099/self-employment), health insurance, workers' compensation, and professional equipment.

No Benefits: Freelancers are not entitled to any benefits provided by Company or the Corporations they serve.

Professional Liability & Insurance

Phase 1 Projects: Company provides no insurance coverage. Freelancers represent and warrant they carry and will continue to carry throughout the term of the Project sufficient Professional Liability (Errors & Omissions) and General Liability insurance as required by their specific industry (e.g., Engineering, Law). Corporation acknowledges that Company does not independently verify insurance coverage, credentials, or licensure of the Freelancer and disclaims all liability arising from inaccurate or fraudulent representations by Freelancers.

Phase 2 Projects: If required in a separate agreement for a project, Freelancers may be required to provide Company with a Certificate of Insurance (COI) naming Company as an additionally insured prior to the commencement of work.

Credentials: Freelancers are strictly responsible for maintaining their professional licenses and credentials.

Right to Audit (Phase 2)

Verification: For all Phase 2 Projects, Company reserves the right to audit Freelancer time logs, work-in-progress, and deliverables at any time. Failure to cooperate with an audit constitutes a material breach and may result in withholding of payment, suspension, or termination.

Dispute Resolution: In the event of a quality dispute from a Corporation, Freelancers agree to provide all necessary documentation to Company to verify the accuracy of billed hours and project milestones.

User Responsibilities

PHASE 1 Projects: For Phase 1 Projects, Freelancers and Corporations are solely responsible for the following items and agree that Company is not liable for any claims or liabilities which may arise under any Phase 1 Project:

• Negotiation and signing of project-specific contracts.
• Direct payment management and invoicing.
• Ensuring the final product meets the Corporation’s needs and regulatory standards.

PHASE 2 Projects: For projects designated as Phase 2 Projects, Company assumes responsibility for:

• Negotiation and signing of the Master Service Agreement (MSA) with the Corporation.
• Collection of payment from the Corporation and disbursement to Freelancers.
• Active project management to ensure deliverables meet project specifications.

Indemnification

Users agree to defend, indemnify, and hold harmless Company from any and all damages, losses, liabilities, and expenses (including attorneys’ fees) arising from their use of the Platform, breach of this Agreement, disputes between Corporations and Freelancers, and violation of law or third-party rights.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED $1,000. USERS ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.

Termination

Company may suspend or terminate User access at any time, for any reason, without liability, including suspected misconduct or risk exposure without any right to a refund.

Governing Law/ Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any action shall be brought exclusively in the state or federal courts located in Utah.

Freelancer Code of Conduct

Standard of Excellence for Talent Optimization & Agile Deployment. As a member of the TOAD Solutions talent pool, you represent a curated community of professionals. To maintain the integrity of the platform and the trust of our corporate partners, all Freelancers agree to the following standards:

1. Professional Integrity & Licensing

Accuracy: You agree to provide truthful and accurate information regarding your skills, experience, and certifications.

Licensing: You must maintain all professional licenses (P.E., CPA, Bar, etc.) required for your specific field. You agree to notify TOAD Solutions immediately if your professional standing or license status changes.

Authorization: You will only bid on projects you are legally and technically qualified to execute.

2. Communication & Responsiveness

The "First Look" Commitment: Tier 2 members are expected to maintain a high level of responsiveness. When a corporation reaches out regarding an exclusive posting, a response is expected within 24 to 48 business hours.

Transparency: If a project timeline is at risk, you agree to communicate this to the client (Phase 1) or the TOAD Project Lead (Phase 2) immediately.

3. Confidentiality & Non-Disclosure

Platform Exclusivity: You agree not to share, distribute, or publicly post details of projects found within the Tier 2 "First Look" window with non-members or external job boards.

Client Data: You must treat all corporate project details, trade secrets, and internal data as strictly confidential, regardless of whether a formal NDA has been signed yet.

4. Ethical Bidding & Execution

Fair Pricing: Bids and quotes should be reflective of fair market value for professional services.

Quality of Work: You are expected to deliver work that meets or exceeds the industry standard for your specific category (Engineering, Software, Law, etc.).

Conflict of Interest: You must disclose any potential conflicts of interest to the Corporation or TOAD Solutions before beginning work on a project.

5. Professionalism in Phase 2 (Managed Projects)

When working as a sub-contractor under TOAD Solutions management:

Collaboration: You agree to work harmoniously with the assigned TOAD Project Lead and other team members.

Reporting: You will adhere to the reporting structures, time-tracking requirements, and milestone updates set by TOAD Solutions.

Representing the Brand: You acknowledge that your performance reflects on the TOAD Solutions brand and agree to conduct yourself with the highest level of corporate decorum.

6. Zero Tolerance Policy

TOAD Solutions reserves the right to terminate subscriptions and platform access immediately, without refund, for the following:

• Fraudulent representation of credentials.
• Blatant "ghosting" or abandonment of a signed contract.
• Harassment of other users or corporate clients.
• Breach of confidentiality regarding Tier 2 project postings.