1. AGREEMENT TO TERMS
These Terms of Service (“Terms,” “Agreement,” or “ToS”) constitute a binding legal agreement between you (“User,” “you,” or “your”) and [NEMSA LLC], a [Delaware/Jurisdiction] [corporation/LLC] (“Company,” “we,” “us,” “our”), governing your use of our website, mobile applications, software, and related services (collectively, the “Platform”).
The Platform is a crowdsourcing marketplace that connects entrepreneurs with solution providers to collaboratively develop and implement business solutions in exchange for equity and royalty arrangements.
BY ACCESSING, BROWSING, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.
If you do not agree to any provision of these Terms, you must immediately discontinue use of the Platform.
2. ELIGIBILITY AND ACCOUNT REGISTRATION
2.1 Eligibility Requirements
To use the Platform, you must:
Be at least 18 years of age (or the age of majority in your jurisdiction)
Have the legal capacity to enter into binding agreements
Not be prohibited from using the Platform under applicable law
Not be a person or entity on any government sanctions list
Not have been previously banned from the Platform
Reside in a jurisdiction where the Platform’s services are legally available
2.2 Account Creation
To access certain Platform features, you must create an account by:
Providing accurate, current, and complete information
Verifying your identity through required processes
Selecting a unique username and secure password
Agreeing to be bound by these Terms and our Privacy Policy
You warrant that all information provided is truthful and accurate.
2.3 Account Responsibilities
You are responsible for:
Maintaining the confidentiality of your account credentials
Immediately notifying us of unauthorized access or use
All activities conducted under your account
Compliance with these Terms and all applicable laws
Payment of any fees or charges incurred on your account
We are not liable for unauthorized access due to your negligence or failure to protect credentials.
2.4 Account Suspension and Termination
We may suspend or terminate your account if:
You violate these Terms or applicable law
Your account is used for fraudulent or illegal purposes
You engage in harassment, abuse, or threatening behavior
You infringe third-party intellectual property rights
You fail to comply with verification or compliance procedures
We have reasonable security concerns
Required by law or regulatory authority
We will provide notice of termination unless circumstances require immediate action. You may appeal suspension or termination within 30 days by contacting support@[platform].com.
3. USER ROLES AND RESPONSIBILITIES
3.1 Entrepreneurs
Entrepreneurs are users who post problems, challenges, or business needs seeking solutions.
Responsibilities:
Provide clear, accurate problem descriptions and scope
Define realistic timelines and evaluation criteria
Comply with all applicable intellectual property laws
Not post problems containing confidential information of third parties without consent
Not post illegal content or requests for illegal services
Evaluate solutions fairly and in good faith
Provide timely feedback and communication
Honor commitments made to selected solution providers
Comply with all equity and royalty agreements executed through the Platform
Prohibited Conduct:
Appropriating solutions without compensation or attribution
Plagiarizing or reposting problems
Launching competitive problems to obtain free consulting
Misrepresenting the scope or compensation of problems
Failing to compensate or recognize solution providers
3.2 Solution Providers
Solution Providers are users who submit solutions, ideas, or implementations to problems posted by Entrepreneurs.
Responsibilities:
Submit original, non-infringing solutions
Provide honest and realistic assessments of solutions
Disclose any potential limitations or risks
Communicate responsively with Entrepreneurs
Not misrepresent expertise, qualifications, or experience
Respect the intellectual property rights of others
Comply with all equity and royalty agreements
Provide implementations that meet agreed specifications
Not submit solutions that infringe third-party rights
Prohibited Conduct:
Submitting plagiarized or stolen ideas
Misrepresenting qualifications or past performance
Submitting solutions containing malware or harmful code
Attempting to solicit clients outside the Platform
Submitting the same solution to multiple problems without disclosure
Breaching non-disclosure agreements or confidential information
3.3 Platform Neutrality
The Platform does not endorse, sponsor, or recommend any specific entrepreneur or solution provider. We are a neutral marketplace facilitating transactions between parties. We do not:
Guarantee quality of solutions or outcomes
Verify claims or qualifications of users
Participate in substantive dispute resolution
Hold responsibility for performance or implementation success
Guarantee profitability or financial outcomes
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Platform Intellectual Property
The Platform, including all content, software, features, functionality, design, layout, and materials (collectively, “Platform IP”), is owned by or licensed to the Company.
License Grant: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for lawful purposes in accordance with these Terms.
Restrictions: You may not:
Reverse engineer, decompile, or disassemble Platform code
Copy, modify, or create derivative works
Remove copyright, trademark, or proprietary notices
Resell, redistribute, or sublicense Platform access
Use the Platform for competitive analysis or benchmarking
Scrape, crawl, or automate data collection
Use the Platform to develop competing services
4.2 User-Generated Content
Ownership: You retain all ownership rights to problems, solutions, ideas, documents, and materials you submit (“User Content”).
License to Platform: By submitting User Content, you grant the Company a worldwide, royalty-free, perpetual, irrevocable license to:
Store and host your User Content
Display your User Content to other users
Use User Content for Platform analytics and improvement
Share User Content as necessary to execute transactions
Create aggregated, anonymized insights from User Content
License to Other Users: You authorize other users to:
View your User Content
Provide feedback and ratings
Utilize your solutions if selected
Reference your work in their own implementations (as specified in agreements)
Intellectual Property Warranties: You warrant that:
You own or have the right to submit your User Content
Your User Content does not infringe third-party rights
Your User Content does not violate any laws or agreements
You have obtained all necessary permissions and consents
4.3 Equity and Royalty Agreements
Intellectual Property Ownership: Unless otherwise agreed in writing:
Entrepreneurs retain ownership of the underlying problem/opportunity
Solution Providers retain ownership of the methodology and approach
Jointly Developed IP is subject to the negotiated equity/royalty agreement
Implementation Rights: The Entrepreneur obtaining the winning solution receives:
Right to implement the solution
Right to modify the solution for their business
Right to defend the solution against third-party claims (within agreed limitations)
Attribution and Credit: Unless waived in writing:
Solution providers should be credited for their contributions
Entrepreneurs should acknowledge solution provider involvement
Both parties may use the collaboration for marketing purposes (with consent)
4.4 Third-Party Intellectual Property
You may not submit content that:
Infringes patents, copyrights, trademarks, or trade secrets
Violates third-party agreements or licenses
Includes another person’s likeness, name, or confidential information without consent
Violates privacy or publicity rights
Contains open-source code subject to reciprocal licensing without disclosure
We respect intellectual property rights. If you believe content infringes your rights, submit a DMCA notice per Section 10.
5. CONTENT STANDARDS AND PROHIBITED CONDUCT
5.1 Prohibited Content
You may not submit, post, or transmit content that:
Illegal Content:
Violates any law or regulation
Promotes illegal services or activities
Solicits illegal goods or services
Involves fraud, scams, or deception
Harmful Content:
Contains malware, viruses, or harmful code
Threatens, harasses, bullies, or intimidates others
Promotes violence, terrorism, or self-harm
Promotes discrimination or hatred based on protected characteristics
Exploits minors or involves child abuse
Contains non-consensual intimate imagery
Unethical Content:
Impersonates another person or entity
Creates misleading profiles or deceptive accounts
Encourages cheating, plagiarism, or academic dishonesty
Involves gambling or betting solicitation
Solicits personal information under false pretenses
Engages in multi-level marketing or pyramid schemes
Commercial Content:
Violates anti-spam laws
Includes unsolicited commercial messages
Solicits transactions outside the Platform
Attempts to circumvent Platform fees
Promotes competing platforms or services
Abusive Conduct:
Harassment, bullying, or threatening communication
Spam, flooding, or continuous disruption
Attempts to manipulate voting or rating systems
Retaliatory actions against other users
Deliberate spreading of misinformation
5.2 Moderation and Enforcement
We may, but are not obligated to:
Monitor, review, and moderate User Content
Remove content violating these Terms
Suspend accounts engaging in prohibited conduct
Report illegal activity to law enforcement
Disclose information to comply with legal requests
We are not liable for content posted by users. However, we reserve the right to remove content and ban users at our sole discretion.
6. PROBLEM POSTING AND MANAGEMENT
6.1 Problem Submission Requirements
When posting a problem, you must:
Clearly define the challenge or problem
Specify the desired outcome and success criteria
Provide realistic timelines for solution submission
Define compensation (equity %, royalty %, or other)
Disclose any restrictions or limitations
Comply with intellectual property and confidentiality obligations
Not post illegal, discriminatory, or offensive content
6.2 Problem Visibility and Duration
Problems remain visible for the specified duration (typically 30–90 days)
You may extend, modify, or close problems as needed
We may remove problems violating these Terms
Inactive problems may be archived after 12 months
6.3 Problem Withdrawal
You may withdraw a problem at any time, subject to:
Honoring committed agreements with solution providers
Providing written notice
Liability for claimed damages by solution providers
Potential reputation impact
7. SOLUTION SUBMISSION AND SELECTION
7.1 Solution Submission Requirements
When submitting a solution, you must:
Provide original work (or properly attribute sources)
Clearly explain your solution and approach
Disclose any limitations, assumptions, or risks
Not misrepresent qualifications or experience
Not submit solutions infringing third-party rights
Comply with any problem-specific requirements or NDAs
Not submit duplicative solutions (reuse from other problems without disclosure)
7.2 Solution Evaluation
Evaluation Criteria:
Feasibility and implementation difficulty
Completeness and alignment with problem scope
Innovativeness and uniqueness
Presenter qualifications and experience
Cost-effectiveness and efficiency
Potential for impact
Evaluation Process:
Entrepreneur reviews all submitted solutions
Other users may rate or comment on solutions (if problem allows)
Entrepreneur selects winning solution(s)
Entrepreneur may request clarifications or negotiations
Evaluation Timeline:
Entrepreneurs should select winners within 2 weeks of deadline
Entrepreneurs must provide written feedback to all submissions
Negotiations should conclude within 30 days
7.3 Solution Rights Upon Selection
Upon selection, the winning solution provider grants the Entrepreneur:
Right to implement and deploy the solution
Right to modify the solution for business needs
Right to defend the solution against third-party claims
Rights specified in the executed equity/royalty agreement
The solution provider typically retains:
Credit and attribution rights
Equity stake or royalty rights
Rights to use the experience and methodology in future work (subject to NDAs)
8. EQUITY AND ROYALTY AGREEMENTS
8.1 Agreement Facilitation
The Platform facilitates legally binding equity and royalty arrangements between Entrepreneurs and Solution Providers. The Platform does not:
Participate in negotiations
Guarantee enforceability of agreements
Provide legal advice on terms
Hold equity or royalty shares
Arbitrate payment disputes beyond Platform policies
You should consult with legal and financial advisors before entering into equity or royalty agreements.
8.2 Equity Arrangements
Equity transfers involve granting Solution Providers ownership shares in the Entrepreneur’s company.
Key Terms:
Percentage ownership (common ranges: 0.5% – 10%)
Vesting schedules (typically 1-4 years)
Conditions for equity grants and cliffs
Rights and preferences (voting, liquidation preferences)
Dilution and future funding provisions
Termination and acceleration clauses
Legal Requirements:
Must comply with securities laws
May require legal agreements (stock option plans, SAFEs, etc.)
May require board approval
May trigger reporting and tax obligations
Equity grants may have tax implications for both parties
8.3 Royalty Arrangements
Royalty agreements involve the Solution Provider receiving a percentage of revenue generated by the implementation.
Key Terms:
Royalty percentage (common ranges: 2% – 20% of gross/net revenue)
Revenue definition (what is included/excluded)
Reporting frequency and schedule
Payment timing (quarterly, annually, etc.)
Duration (perpetual or time-limited)
Minimum payment thresholds
Adjustment mechanisms for scaling
Enforcement:
Entrepreneurs must track and report revenue accurately
Solution Providers have audit rights
Disputes are resolved through [arbitration/litigation – see Section 12]
8.4 Agreement Templates
The Platform provides templates for:
Equity Grant Agreements
Royalty Sharing Agreements
Non-Disclosure Agreements (NDAs)
Intellectual Property Assignment Agreements
Work-for-Hire Agreements
Disclaimer: Templates are provided for convenience only. They may not be appropriate for all situations. You should have an attorney review any agreement before execution.
9. PAYMENTS AND FEES
9.1 Platform Fees
The Platform may charge fees for certain services:
Listing Fees: One-time or recurring fees to post problems
Transaction Fees: Percentage of compensation offered in equity/royalty agreements
Service Fees: Fees for Platform-provided services (document templates, payment processing, etc.)
Premium Features: Subscription fees for enhanced Platform features
Current Fee Structure:
[1 monthly accessibility 20.00 USD]
[subscribe 15.00 USD per month with option to cancel at any time]
[yearly subscription at 125.00 USD]
Fees are non-refundable unless otherwise specified. We reserve the right to modify fees with 30 days’ notice.
9.2 Royalty and Equity Distribution
Payment Processing:
The Platform facilitates royalty and equity distribution
Payments are processed by third-party payment providers
Payment timing follows the terms of executed agreements
Processing fees may apply (typically 2-3%)
Royalty Reporting:
Entrepreneurs must report revenue accurately and timely
Solution Providers receive reports per agreement terms
Discrepancies should be resolved within 30 days
Prolonged disputes may result in account suspension
Tax Compliance:
Entrepreneurs are responsible for calculating and remitting taxes
Solution Providers are responsible for reporting royalty/equity income
The Platform may issue tax forms (1099-NEC, etc.)
Both parties should consult tax professionals
9.3 Refund Policy
Except as required by law:
Listing and service fees are non-refundable
Royalty/equity transactions cannot be reversed once agreed
Disputes over royalty calculations are resolved per agreement terms
Refunds for service interruptions are subject to our SLA terms
9.4 Payment Method
You authorize us to charge your designated payment method for any fees. You are responsible for:
Maintaining valid payment information
Notifying us of changes to your payment method
Resolving any payment disputes with your financial institution
10. INTELLECTUAL PROPERTY INFRINGEMENT
10.1 Copyright Infringement Claims (DMCA)
The Digital Millennium Copyright Act (DMCA) provides a process for copyright holders to request removal of infringing content.
To Submit a DMCA Notice:
Identify the copyrighted work you own or represent
Identify the infringing content on the Platform (provide links/details)
Explain why the content infringes your copyright
Certify under penalty of perjury that you are the copyright holder or authorized agent
Provide your contact information and signature
Submit notices to:
dmca@nemsa.com
or
[NEMSA LLC]
DMCA Agent
[1513E72NDSTN]
[Tulsa, oklahoma, 74126]
Response Timeline: We will investigate and respond within 10 business days.
Content Removal: Upon receipt of a valid DMCA notice, we will:
Remove or disable access to infringing content
Notify the user of the removal
Provide instructions for filing a counter-notice
10.2 Counter-Notices
Users may file a counter-notice if they believe content was removed in error.
To File a Counter-Notice:
Identify the content that was removed
Explain why the content is not infringing
Certify under penalty of perjury that the removal was erroneous
Provide your contact information and signature
We will reinstate content upon receipt of a valid counter-notice, unless the copyright holder initiates legal action.
10.3 Trademark Infringement
For trademark infringement claims, contact:
legal@nemsa.com
We will investigate trademark claims and take appropriate action, including:
Content removal for clear trademark infringement
Account suspension for repeated violations
Cooperation with trademark holders
10.4 Other Intellectual Property Claims
For patent infringement or other IP claims, contact our legal team at legal@nemsa.com. We will investigate claims and take action as appropriate under applicable law.
10.5 Repeat Infringers
Users who repeatedly infringe intellectual property rights will have their accounts terminated without refund.
11. LIMITATIONS OF LIABILITY AND DISCLAIMERS
11.1 Disclaimer of Warranties
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
We specifically disclaim:
Accuracy and Completeness: No warranty that User Content is accurate, complete, or reliable
Quality of Solutions: No warranty that submitted solutions will be effective, profitable, or suitable
Qualifications: No verification that users have claimed qualifications or experience
Performance Outcomes: No guarantee of financial results, success, or adoption of solutions
Third-Party Services: No warranty regarding payment processors, cloud providers, or other service providers
Uninterrupted Access: No guarantee of continuous, error-free Platform access
Security: No guarantee against security breaches or unauthorized access (except as required by law)
Fitness for Purpose: No warranty that the Platform meets your specific needs or requirements
11.2 Assumption of Risk
You assume all risk related to:
Information shared on the Platform
Agreements entered into with other users
Implementation and use of submitted solutions
Financial outcomes and business results
Loss of business opportunities
Data loss or security incidents
11.3 Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:
Indirect, Consequential, or Punitive Damages: Including lost profits, lost revenue, lost data, business interruption, or reputational harm
Direct Damages: Exceeding the fees paid by you in the 12 months preceding the claim
Liability Claims: Arising from user disputes, breached agreements, or performance failures
Third-Party Claims: For any reason, except as required by law
APPLICABLE TO: All claims, whether based on contract, tort, strict liability, or any other legal theory.
EXCEPTIONS: These limitations do not apply to:
Claims for death or personal injury
Fraud or gross negligence
Willful misconduct
Claims that cannot be limited under applicable law
11.4 Dispute Resolution and Arbitration
See Section 12 for detailed arbitration and dispute resolution procedures.
11.5 Indemnification
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, damages, or costs (including attorney’s fees) arising from:
Your violation of these Terms
Your use of the Platform
Your infringement of third-party rights
Your User Content or conduct
Disputes with other users
Disputes over equity or royalty agreements
Tax or regulatory non-compliance
This indemnification survives termination of these Terms.
12. DISPUTE RESOLUTION
12.1 Informal Resolution
Before initiating formal proceedings, users agree to attempt good-faith informal resolution:
Contact the other party directly with specific details of the dispute
Attempt to negotiate a resolution within 15 days
Escalate to Platform support (support@nemsa.com) if unresolved
Platform team will facilitate mediation within 10 days
The Platform may decline to facilitate mediation for clearly frivolous disputes.
12.2 Escalation to Platform Support
If informal resolution fails:
File a formal dispute notice with detailed documentation
Provide copies of relevant agreements and communications
Specify the relief sought
Platform team will review and make recommendations within 20 days
Note: The Platform does not arbitrate business disputes or force settlement terms. We provide a neutral review and recommendations only.
12.3 Binding Arbitration
Except as provided in Section 12.4, users agree that any dispute shall be resolved through binding arbitration, not litigation.
Scope of Arbitration:
Disputes between users (Entrepreneur v. Solution Provider)
Disputes between users and the Company
Disputes over Platform terms, policies, or operation
Disputes over royalty calculations or payment
Disputes over equity arrangements
Arbitration Process:
Demand: Filing party submits demand for arbitration to the arbitrator or arbitral institution
Arbitrator Selection: Single arbitrator selected from mutually agreed arbitral institution
Hearing: In-person, phone, or video hearing (at parties’ option)
Evidence: Limited discovery; each party presents evidence and witnesses
Decision: Arbitrator issues written decision within 30 days
Enforcement: Arbitrator’s decision is binding and enforceable in court
Arbitral Institution:
[American Arbitration Association (AAA) / JAMS / other]
Arbitration rules: [Specify rules – AAA Commercial Arbitration Rules, etc.]
Location: [Specify location – e.g., New York, California, etc.]
Costs:
Company pays filing fees for disputes under $10,000
Each party pays its own attorney and expert fees
Arbitrator fees are split equally
If user prevails, Company may be required to reimburse reasonable fees
12.4 Exceptions to Arbitration
The following disputes are NOT subject to arbitration:
Small claims court actions (under applicable jurisdictional limits)
IP infringement claims (patents, copyrights, trademarks)
Claims for equitable relief (injunctions)
Claims arising from violation of intellectual property or non-compete terms
[Other exceptions specified by law]
These may be brought in court without prior arbitration requirement.
12.5 Litigation as Alternative
If arbitration cannot be enforced, litigation may proceed in:
Courts located in [Tulsa, oklahoma]
Subject to exclusive jurisdiction and venue provisions
Governed by the substantive law of [tulsa, Oklahoma/tulsa county]
Federal Arbitration Act governs arbitration
No Class Actions: Users waive the right to participate in class actions, class arbitrations, or representative actions against the Company.
12.6 Limitation Period
All claims must be brought within 2 years of the date you knew or should have known of the issue (statute of limitations). Claims brought after this period are barred.
13. REPRESENTATIONS AND WARRANTIES
13.1 Company Representations
The Company represents that:
It has the authority to enter into these Terms
The Platform does not knowingly infringe third-party intellectual property rights
The Company complies with applicable laws and regulations
All fees and charges are accurately disclosed
The Company will use reasonable efforts to maintain Platform availability and security
13.2 User Representations
You represent that:
You are 18 years or older
You have the authority to enter into these Terms
All information you provide is truthful and accurate
You will comply with all applicable laws and regulations
You own or have the right to all User Content you submit
Your User Content does not infringe third-party rights
You will use the Platform only for lawful purposes
You are not prohibited from using the Platform
13.3 Survival
Representations and warranties survive execution of these Terms and any agreements entered into through the Platform.
14. GOVERNING LAW AND JURISDICTION
14.1 Governing Law
These Terms are governed by and construed in accordance with the laws of [Specify State/Jurisdiction – typically where company is incorporated], without regard to:
Conflicts of law principles
Your country of residence or citizenship
The location of the dispute
14.2 Jurisdiction and Venue
Except as provided in the arbitration section:
Exclusive jurisdiction for litigation is [Specify Court/Location]
Users consent to jurisdiction of these courts
Users waive objections based on inconvenient forum
Either party may bring equitable claims in any court of competent jurisdiction
14.3 Severability
If any provision is found unenforceable:
That provision is severed
Remaining provisions continue in full force
The severed provision is reformed to the maximum extent permitted by law
15. MODIFICATION AND TERMINATION
15.1 Modification of Terms
We may modify these Terms at any time by:
Posting updated Terms on the Platform
Updating the “Last Updated” date
Providing email notice for material changes
Material changes take effect 30 days after notice, unless you affirmatively accept sooner.
Your continued use of the Platform constitutes acceptance of updated Terms. If you do not accept changes, you must discontinue use.
15.2 Termination
Termination by You:
Email termination notice to support@[platform].com
Provide your username and reason for termination
Account termination is effective within 30 days
You remain liable for outstanding fees and obligations
Termination by Company:
For violation of these Terms
For illegal conduct or terms violations
For failure to comply with verification or security procedures
For inactivity (1+ year without login)
At any time for any reason with 30 days’ notice
Upon Termination:
Your access to the Platform is revoked
Your account data may be retained per Privacy Policy
Active agreements remain enforceable
Indemnification and liability provisions survive
15.3 Survival of Provisions
The following survive termination:
Intellectual Property Rights (Section 4)
Limitations of Liability (Section 11)
Indemnification (Section 11.5)
Dispute Resolution (Section 12)
Governing Law (Section 14)
Confidentiality obligations
Payment obligations for outstanding fees
16. CONFIDENTIALITY
16.1 Confidential Information
Users may share confidential information through the Platform. “Confidential Information” includes:
Business strategies, plans, and financial information
Trade secrets and proprietary processes
Customer and supplier information
Product designs and technical specifications
Marketing and pricing strategies
16.2 Confidentiality Obligations
Recipients of Confidential Information agree to:
Keep information confidential and secure
Use information only for the stated purpose
Not disclose to third parties without written consent
Return or destroy information upon request
Implement reasonable security measures
16.3 NDA Requirements
For highly sensitive problems:
Entrepreneurs may require solution providers to sign NDAs
The Platform provides NDA templates
NDAs are separate from Platform Terms and take precedence for confidentiality obligations
Violations of NDAs may result in legal action and account termination
16.4 Platform Confidentiality
The Company agrees to:
Maintain confidentiality of User Content
Share information only as necessary for Platform operation and user transactions
Not sell or disclose User Content without consent (except as required by law)
Implement reasonable security measures
17. THIRD-PARTY SERVICES AND INTEGRATIONS
17.1 Third-Party Services
The Platform integrates with third-party services:
Payment processors (Stripe, PayPal, Square)
Cloud hosting providers (AWS, Google Cloud)
Analytics services (Google Analytics, Mixpanel)
Communication tools (SendGrid, Twilio)
Social media integrations (LinkedIn, GitHub)
17.2 Third-Party Terms
When using third-party services:
You are subject to their terms of service and privacy policies
The Company is not liable for third-party conduct or policies
Third-party services may be modified or discontinued
The Company does not endorse third-party services
17.3 Third-Party Links
The Platform may contain links to third-party websites. The Company:
Does not endorse or assume responsibility for linked sites
Is not liable for third-party content or conduct
Recommends reviewing third-party privacy policies
Does not monitor third-party sites for accuracy
18. ACKNOWLEDGMENTS AND SPECIAL NOTICES
18.1 Acknowledgments
You acknowledge:
The Platform is a marketplace, not a traditional employer, investment advisor, or service provider
Outcomes depend on many factors, including market conditions, execution, and competition
No equity or royalty agreement is guaranteed to generate returns
Disputes may be time-consuming and expensive to resolve
Intellectual property rights can be complex and contested
18.2 Securities Law Compliance
Important: Equity arrangements may constitute securities transactions. Both parties should:
Consult with a securities attorney
Ensure compliance with federal and state securities laws
Understand exemptions and disclosure requirements
Be aware of reporting obligations (if applicable)
Consider escrow or vesting arrangements
Understand tax implications
The Platform is not a broker-dealer or investment advisor and does not provide securities advice.
18.3 Tax Compliance
Important: Royalty and equity arrangements have tax implications:
Entrepreneurs: Understand deductibility of payments and withholding obligations
Solution Providers: Understand income reporting and self-employment taxes
Both parties should consult with tax professionals
The Platform may issue tax forms (1099-NEC, etc.)
The Company is not responsible for tax compliance or planning
18.4 Legal Advice Disclaimer
The Platform is not a lawyer and does not provide legal advice. Agreement templates and information are provided for convenience only. You should:
Consult with an attorney before entering into agreements
Have an attorney review all equity and royalty terms
Understand your legal rights and obligations
Be aware of securities, tax, and employment law implications
19. ACCESSIBILITY AND TECHNICAL ISSUES
19.1 Accessibility
The Platform is designed to be accessible to users with disabilities. If you experience accessibility issues:
Contact accessibility@nemsa.com
Provide details of the issue and your device/browser
We will work to resolve accessibility barriers
19.2 System Maintenance
The Platform may be unavailable for:
Planned maintenance (usually off-peak hours)
Emergency repairs and security patches
Updates and system improvements
We will provide advance notice of planned maintenance when possible.
19.3 Technical Limitations
The Company is not liable for:
Temporary outages or system failures
Data loss due to user negligence
Performance issues due to user’s internet connection
Incompatibility with unsupported devices or browsers
Third-party service interruptions
20. CONTACT AND NOTICES
20.1 How to Contact Us
General Inquiries:
support@[platform].com
Legal Matters:
legal@nemsa.com
Intellectual Property/DMCA:
dmca@nemsa.com
Privacy Concerns:
privacy@nemsa.com
Accessibility:
accessibility@nemsa.com
Mailing Address:
[NEMSA LLC]
[1513E72NDSTN]
[Tulsa, oklahoma, 74126]
[United States of America]
20.2 How We Contact You
The Company may contact you via:
Email to the address on your account
SMS to your registered phone number
Push notifications in the Platform
Postal mail to your address on file
Phone call to verify important information
You consent to electronic delivery of notices.
20.3 Notice Requirements
Legal notices to the Company must:
Be in writing (email or postal mail)
Include your name and account information
Provide a clear statement of the matter
Specify the relief sought
Include your contact information and signature
21. MISCELLANEOUS PROVISIONS
21.1 Entire Agreement
These Terms, together with our Privacy Policy and any agreements between you and other users, constitute the entire agreement between you and the Company regarding the Platform.
21.2 Waiver
Failure to enforce any provision does not constitute waiver of that provision or any other provision. Waiver is only effective if in writing and signed by an authorized representative.
21.3 No Agency
Your use of the Platform does not create:
Agency, partnership, or joint venture
Employment relationship
Representative status
Authority to bind the Company
You have no authority to represent the Company in negotiations or agreements with third parties.
21.4 Relationship Between Parties
Users are independent contractors. The Company is not liable for:
Taxes or withholding for royalty/equity arrangements
Employment benefits or protections
Workers’ compensation
Liability insurance or indemnification
21.5 Force Majeure
The Company is not liable for failures caused by:
Natural disasters, pandemics, or acts of God
War, terrorism, or civil unrest
Government action or regulation
Utilities or infrastructure failures
Cyber attacks beyond reasonable protection
For events lasting 30+ days, either party may terminate affected agreements.
21.6 Cumulative Remedies
All remedies provided in these Terms are cumulative. Exercise of one remedy does not exclude other remedies available by law.
21.7 Interpretation
Headings are for reference only and do not affect interpretation
“Including” means “including without limitation”
“Or” is not exclusive
References to days mean calendar days unless specified otherwise
22. ACKNOWLEDGMENT AND ACCEPTANCE
BY ACCESSING AND USING THE PLATFORM, YOU ACKNOWLEDGE THAT:
You have read these Terms in their entirety
You understand the terms and conditions
You agree to be legally bound by these Terms
You waive any right to claim these Terms were not agreed to
You understand the risks associated with using the Platform
You consent to the practices described in these Terms and our Privacy Policy
If you do not agree to all provisions of these Terms, you must not use the Platform.
APPENDIX A: DEFINITIONS
Account: Your individual account registered on the Platform.
Affiliate: Equity or royalty arrangement between Entrepreneur and Solution Provider.
Arbitration: Binding dispute resolution by neutral third party rather than litigation.
Company / We / Us: [Platform Name] and its affiliates, subsidiaries, and successors.
Confidential Information: Information marked confidential or reasonably understood to be confidential.
Dispute: Any disagreement, claim, or controversy between users or between users and the Company.
Entrepreneur: User who posts problems or challenges seeking solutions.
Equity: Ownership stake granted to solution provider (typically percentage of company).
Intellectual Property: Patents, copyrights, trademarks, trade secrets, and similar rights.
Non-Disclosure Agreement (NDA): Contract restricting disclosure of confidential information.
Platform: Website, mobile applications, software, and services collectively.
Royalties: Percentage of revenue paid to solution provider for implementation.
Solution: Problem response, idea, or implementation submitted by solution provider.
Solution Provider: User who submits solutions to problems.
Terms: This Terms of Service agreement.
Third Party: Any person or entity other than the Company and user.
User: Any person accessing or using the Platform.
User Content: All content submitted by users (problems, solutions, comments, documents).
