TERMS OF USE

The following document outlines the terms of use of one of the Coding Ninjas, Inc. websites, located at https://lemon.io (the “Site”). Before using any of the Coding Ninjas, Inc. services on the Site (jointly “Services”), you are required to read, understand and agree to these Terms. You may only use your account on the Site after reading and accepting these Terms.

The Site is a copyrighted work belonging to Coding Ninjas, Inc. a Delaware Corporation (“Lemon”, “us”, and “we”). Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on any Service or the Site in connection with such features.

These Terms of Use set forth the legally binding terms for your use of the Site and Services. By entering your created Account on the Site and setting your password there, you are accepting these Terms of Use and our Privacy Policy (located at https://lemon.io/privacy-policy/ ) and all conditions of these documents. Also we may from time to time ask or propose you to sign, agree on or conclude some other documents related to the use of Site or Services (i.e. terms of use for developers / freelancers or master services agreements) in case such use is not completely covered by these Terms – in this case provisions of such other documents, proposed by us will prevail over provisions of these Terms in case of discrepancies but for all other cases provisions hereof remain valid for you and your use of Site and Services. 

You represent and warrant that you have the right, authority, and capacity for these Terms acceptance, constituting, from the moment of your registering on the Site, a legally binding agreement between you and Lemon on the terms hereof. In the same time You warrant you have enough funds to spend for Services requested generally by performing Contracts (as those that are described herein) on the Site and also are well informed that Services receiving is not for free and is in most cases connected to money spending. In case you act on behalf of any legal entity or business you also warrant that you have necessary power and authority to act in this capacity hereunder and bear all the obligations and liabilities, stipulated herein. You may not access or use the Site or Services if you are not at least 18 years old or under the age of majority according to the legislation of your state of residence. If you do not agree with all or any of the provisions of these Terms of Use, you cannot use the Services.

We reserve the right to change these Terms of Use at any time, and you agree (by your continued use of our Services) to be bound by any such changes. If you do not agree to these Terms of Use, please do not use, access or browse the Site. Please check periodically the following web address https://lemon.io/terms to review such changes in these Terms of Use.

Once any Site user, including you, requests any Services on the Site, such Site user is considered to be a Client of Lemon.  

Service

Please note that the Site is an online service belonging and administered by Coding Ninjas, Inc., The Site is an online service that offers to maintain and support the website owners or agents that provide development services to their customers and in this relation the Site acts as marketplace of the verified and proved-worth and reliable software developers and other software specialists acting individually or on a legal entity’s behalf (“Freelancers”). Under the present Terms, Services include but are not limited to, any service and/or content Lemon makes available to or performs for you through the Site including those services, actually rendered by Freelancers, attracted through the Site to such services rendering, according to the Contract, created in your personal account on the Site, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services.

Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of Lemon. Lemon reserves the right to amend, suspend or discontinue the availability of the Site and / or any Service and / or remove any content at any time at its sole discretion and without prior notice.

Services are granted “as is” and on “as available” basis. That means you are given no guarantee of Services or Site use, functionality, correctness, and meeting of your plans and goals of their use unless it is strictly written otherwise in these Terms of Use. And in this relation, we do not represent or warrant that Services or information, software, contained therein or developed by Freelancers due to the Services use, comply with all applicable laws or that results of Services, rendered by Freelancers, are free from the breaching third persons’ rights, including intellectual property rights. Note that quality assurance (QA) is not included in the general Service description so that normally it should be requested, quoted and paid separately.

You are using the Services or Site, including in the status of the Client on the Site, at your own discretion and your own risk assuming all responsibility with respect to your use of the Services and Site.

In connection with your access and use of the Services and Site you shall not and agree not to:

(i) violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization;

(ii) provide false, inaccurate or misleading information to the Lemon or through the Site;

(iii) take or attempt to take any action or claim ownership of any property that infringes or would infringe on (a) the Lemon’s intellectual property interest in and to the Site and Services, or (b) any third party’s copyright, patent, trademark, or intellectual property rights;

(iv) distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;

(v) reverse engineer or disassemble any aspect of the Services or Site for any purpose, including but not limited to, in an effort to access any source code, underlying ideas, and concepts, and algorithms – unless such reverse engineering or disassembling is strictly allowed by your Services plan chosen or by a master services agreement you are a party to;

(vi) take any action that imposes an unreasonable or disproportionately large burden or load on the Lemon’s infrastructure (including, but not limited to, servers, networks, data centers and related or like equipment), or detrimentally interferes with, intercepts, or expropriates any system, data, or information of Lemon;

(vii) attempt to gain unauthorized access to the Services, systems of Lemon, computer systems or networks connected to the Site or Services, including through password mining or any other means; or

(viii) use any prohibited or deleterious software, including viruses or fishing programs, using the Services, browsing the Site or interacting with a Freelancer.

We remain in our right to deny at our sole discretion (with prior notification of you or without such notification) your use of the Site or Services at any time in case you breach or we have a suspicion that you breach any of your obligations under these Terms of Use or restrictions, prescribed herein.

To receive Services from appropriate Freelancer we create appropriate Contract in your Site Account. One Contract for each Freelancer only is applicable. For the purpose hereof a Contract is a sub-account inside your Site Account which indicates your name, name of the Freelancer contracted for appropriate task fulfillment, payment rate of such Freelancer and quantity of working hours of such Freelancer to be spent by him under the Contract, according to your subscription plan chosen.

It is Lemon only who creates Contracts in the Account, limits and tolls access to Contracts created. After you receive an access to the Contract created (usually it just appears in your Account) you may activate (make it active) such Contract by choosing weekly or biweekly subscription. Chosen subscription means how often you have to top up your deposit, related to such a Contract – for the Contract and related Services to be available for you. You do not make any changes into the activated Contract. You can only deactivate the Contract by contacting us directly to support@lemon.io in case your deposit balance related to such a Contract is not negative. 

You have 5 (five) calendar days to claim the result of any Services rendered to you – from the moment you received the relevant Services results. Should there be no complaints or reclamations from your side regarding the results of the Services rendered within such 5-days period, appropriate Services are considered completely rendered by Freelancer and accepted by you without reservations and in full scope – no claims may be accepted.

By requesting the Services providing under a Contract you agree to the general approach, implemented on the Site is that a Freelancer after the Services are provided provides a Client (who have requested the Services providing) with all the records related to the tasks completion as well as promptly discloses to the Client all the tasks completion results discovered or developed within the tasks completion and irrevocably assigns to Client all the right, title and interest in and to any and all such tasks completion results and all associated records. To the extent any of the rights, title and interest cannot be assigned, Freelancer will grant to Customer an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the tasks completion results. 

Registration

To use the Services, you are required to have a user account (“Account”) within Lemon, which we create and pre-fill for you. You then are required to create a password using a link we send you via email. The Account is created on the basis of information you give us during the negotiation process held before you become a Service Client (your name and email, provided however that only one Account may be created for one email address). You may at any time change password,  username, company name, billing information in your Account at your will. The information you provide us in the Account must be accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms of Use, which may result in immediate termination of your Lemon Account.

You may not use as a username the name of another person or entity, or that is not lawfully available for use and name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to notify Lemon of any security breach of your Account immediately. Lemon shall not be responsible for any losses arising out of the unauthorized use of your Account. You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your account.

The term “you” or “your” as used herein shall at all times include the individual or legal entity which has subscribed to the Lemon hereunder, including but not limited to any and all persons and/or legal entities with which it is affiliated and/or associated, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns.

Lemon reserves the right to limit or revoke your access to this Site, in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms of Use.

Confidentiality

In case Lemon receives access to any of your information, we will treat such information as confidential, but we will not in any manner limit you in any use or disclosure of such information. Such information will be kept confidential by Lemon as well as any representatives/affiliates of Lemon and will not at the same time be disclosed to any other person. Lemon shall use the same care and discretion to avoid disclosure, publication or dissemination as it uses with its own similar information that it does not wish to disclose, publish or disseminate, in order to safeguard such information from unauthorized disclosure.

You, acting as the Site user, bear the same responsibility in relation to any information you receive from or about any other Site user / Freelancer in the course of your interrelations with such other user / Freelancer. However, in order to protect your confidential information we encourage you to conclude separate non-disclosure agreement with Freelancer you have a Contract with.

Lemon for the purpose of the disputes preventing between the Site users and for maintenance of proper Services rendering has unlimited access to any Contracts and messages or notifications inside any Contract, issued on the Site. However Lemon bears no responsibility for any information disclosure, made by any Site user / Freelancer, including you.

In case of any interrelations between Site users and/or between Freelancer and Client through our Services, any sensitive or confidential information is transferred between them directly, so that Lemon does not possess such sensitive or confidential information. However, we encourage you to sign a non-disclosure agreement for such interrelations and for that purpose the blank document is proposed for use at your choice, provided that Lemon is not a party to such document and does not insist on its signing or strict obeyance. Should you or any other Site user decide to share any information with Lemon, we will treat such information as confidential with no additional documents signing. Pay attention that in this case, you share information of yours on such interrelations, and Lemon will in the same moment receive access to the information of another party of your interrelations and such access will be on your own responsibility.

In general Lemon acting as an administrator for all the Services providing and Contracts completion, and is not involved in the process of interchange of any information containing commercial or trade secret between Freelancer performing the Contract and the Client having activated such Contract, except for the payment information and data directly described in the Contract description or related messages in the Site – and therefore bears no confidentiality obligations in relation to such information. However in case of solving a dispute between any Clients or Freelancers, Lemon receives from the latters all the information necessary for such dispute solving and is obliged to keep confidentiality of such information.

The fact you are using the Site and / or Services is not confidential and Lemon is entitled to indicate you as the Site and Services user as well as use your logo, trademark, reviews and case study (directly connected to the Site and Services use) in its marketing and promotional materials, produced while you are a Site user with no limits in time and territory and additional obligations to ask for any additional consent. For clarification, we shall not use your logo, trademark, reviews and case study for any other purpose except promotion of Lemon, Site and / or Services and will not include in our marketing and promotional materials, produced after you ceased to be a Site user. Of course, in case you, using the Site and / or Services act on behalf of any legal entity or business this paragraph is also related to logo, trademark, reviews and case study of such legal entity.

Disputes settlement

In case of any dispute between Clients and/or between Client and Freelancer having performed appropriate work under the Contract in the framework of the Services using, such persons may pass a dispute to Lemon with all information applicable to the case. Lemon will reasonably moderate and solve the dispute between the parties involved, at its own discretion, on the basis of granted information and materials within a reasonably shortest period but no less than 14 calendar days.

In case you apply to Lemon for a refund for the Services or activities you have already paid for, you can do it by sending us an application in any format to the e-mail address support@lemon.io. with all the reasons you deem necessary and sufficient for your application to be approved as well as supporting documents and materials. As always, we will treat such information as confidential.

In response to the application received Lemon at its own discretion may either (a) approve the application and make you a refund wholly or partially, OR (b) reject the application and decide the services paid were duly delivered with further money transfer to its addressee being the paid services provider; OR (c) approve the application and make you a refund wholly or partially and in the same time to make money transfer to the paid Freelancer (the services provider) at Lemon’s own expense.

Lemon will reasonably examine the issue on the principles of justness, legality, and equity, within a reasonably shortest period but no less than 14 calendar days, and approve or reject your refund application by granting you a written answer to the e-mail address from which an application was sent. Please note that sometimes the Services you paid for are not delivered or properly delivered because of your fault, negligence, mistake or delay.

The reasons for the decision taken will definitely be included in such an answer. By sending us such a refund application you agree and consent that Lemon’s decision on the approval or rejection of the application will be final and incontestable, hence you waive your further right to file an action to any court or arbitrage on the issue. It can not be considered as a limitation of your right to appeal to the court, but after the decision is implemented – there may be, according to circumstances, no way to change the situation. Please note that Lemon’s decision on the approval of the refund application is the only possible purpose for the refund to take place in your favour.

Payment

You agree that you will pay for the Services and that Lemon may charge your payment method for any Services requested and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account or any Contract inside your Account.

To be able to request for the Services (to have a Contract activated) you need to have a positive balance of funds on your personal Account in the deposit form, which will be distributed among all your Contracts activated, according to the subscription method chosen for each Contract. It is important that in no case we cooperate with you on credit in any form or provide you with any credit hours of any Freelancer. To keep the balance of each Contract positive you need to keep the total deposit balance on your Account positive to make funds available for distribution among your Contracts. For this purpose, please, credit your Account deposit from time to time. 

Payments for the Services under a Contract are performed by writing off of the funds from such Contract balance on your personal Account so far as appropriate part of the Services requested is rendered and relevant Freelancer directly performing such Services charges his or her working hours spent for the Services rendering. Actual price of a Freelancer’s working hour is set by such Freelancer, will be indicated in the appropriate Contract and applied to all the working hours spent by such Freelancer for rendering of appropriate Services under a Contract activated; that means that in case the request for Services is amended or updated such additional Services rendering will be charged additionally by the Freelancer AND that in case you request for other Services under another Contract, those other Services may be charged differently. The working hours spent by Freelancer are charged by such Freelancer either weekly or biweekly, according to your subscription plan chosen. 

You agree to receive notifications, including e-mail notifications, about the negative balance and accept that the same notifications are accessible and viewable for Freelancer performing your Contract. Your Account balance is used for all payments under the Contracts with Freelancers you concluded. In case you have more than one Contract activated and there is a negative balance on one of those – Lemon may at its own discretion write the funds off from another Contract balance to restore all your Contract balances positive.

You agree and recognize that, in case of your negative balance, your access to the Services may be ceased, cancelled or temporarily paused (and appropriate Freelancer will pause or terminate Contract activated or such Contract may be deactivated by us) and some or all your unfinished Services results or content may be lost. In order to secure your Services results or content You are strongly advised to notify us in advance of your negative balance to appear and the final exact date of its credit, which – if acceptable for Lemon – is the last date of your unrestricted Services use with negative balance.

Unless it is strictly described otherwise in the appropriate subscription plan description, all subscription plans for the Services rendering are auto-renewable each subscription period (on the 8th day after its last payment in case of weekly subscription plan and on the 15th day after its last payment in case of biweekly subscription plan) and an appropriate sum of money is debited from your balance automatically. A subscription plan can be canceled, in case you have no Lemon debt pending, – by you directly or by Lemon upon your written request.

Should a payment be made by mistake, you can request a refund in case your Account balance after the refund made is positive. Please note that we will reduce the amount refunded for the commissions the payment systems charge. Usually they charge for the payment and for the refund.

Your total price will include the price of the Services rendering, their results acquiring but expressly excludes any applicable taxes; such service tax is based on the bill-to address and the applicable tax rate in effect at the time you use the Services. We will charge tax only in such jurisdictions where the Services are taxable.

Prices for the Lemon Services may change at any time at Lemon’s sole and exclusive discretion. While providing the Services Lemon do not provide price protection or refunds in the event of a price reduction or promotional offering.

Lemon offers no refunds and you have no right to claim any Services results if there were no complaints from your side regarding the results of the Services rendered within 5 (five) calendar days since the moment  you received the relevant Services results.

Every Site user is obliged to personally keep the taxes law due to the user’s venue and local assessed taxation.

Due to the Services nature and content as described above the Services are provided from the very moment they are paid.

Services Duration and Unused Hours

By purchasing a Services subscription plan, you agree that the Services are pre-paid in this manner and will be provided from the very moment we receive your payment so that you agree to use the quantity of hours, included in appropriate Services subscription plan paid, within 56 days period. The unused hours included in appropriate Services paid shall automatically become void in 56 calendar days (8 weeks) after the payment was received. Such a limitation is aimed to avoid a surcharge of our technicians and Site operability in order to provide you with the best of its quality and responsiveness.

The Services duration within the Services subscription plan paid is limited to the duration of the appropriate Services subscription plan, should there be any stipulation of such time limit.

However, your unused hours paid may be renewed by Lemon at its own discretion on the basis of your own written application in case you have a positive Account balance. We do not intend to store you money you are not about to use – so in case you are not planning to use the Service, you can notify us before the abovementioned time for automatic refund expires.

At your own written application Lemon may opt you out from any Services plan or cancel it. 

In case your Account balance is positive the funds for the unused hours or unused duration of Services plan will be refunded to you less all the transaction fees, provided however that the refund amount shall in no case make your Account balance negative. For the refund to be made you may be requested to grant your payment details and is only responsible for such details truthfulness and relevancy.

For clarification: (a) you shall not be able to opt out and, of course, you will receive no refund for the unused hours or unused duration of Services plan in case your Account balance is negative or becomes negative after such refund, and (b) any refund is made less transaction fee and is not subject to any recalculation or amendment due to any currency exchange rate change.

Notification to guardians

Note, that the Services or Site are not intended for use by minors. So if you are 18 years old or younger OR you are in the age of minor according to the current legislation of the state of your residence OR you are limited in your ability to act – you are prohibited to use the Services or Site without the direct and explicit consent of your parents or legal guardians, which has to be sent to support@lemon.io.

If you are a parent or guardian, by granting your child or ward a permission to use the Services or Site, you agree to the terms of these Terms of Use and Privacy Policy (located at https://lemon.io/privacy-policy/ ) on behalf of your child or ward. You are responsible for monitoring and supervising your child’s /ward’s use of the Services or Site. Moreover, you are responsible and liable for your child’s /ward’s online activities thereon.

If your child is using the Site and is under 18 years old or is a of a minor age according to the legislation of the state of your residence, please provide us with an informal e-mail to the following e-mail address: support@lemon.io, stating that you as the legal guardian of the minor user provide explicit consent for the use of our Services and Site.

In case you do not approve the use of our Services or Site by the minor or incapable user, please contact and inform us immediately so that we can disable his or her access.

In all other cases, we will have the right to block your access to the Services or Site use once we are aware or suspicious you are of a minor age (usually 18 or below) or your child or ward uses our Services or Site without your explicit consent, at our sole discretion and without any obligation to explain the reason additionally.

Indemnification

To the extent permitted by applicable law, you shall indemnify, defend, and hold harmless Lemon and its subsidiaries, affiliates, directors, officers, employees, agents, successors and assignees from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) asserted or incurred by any third party against Lemon in relation or in consequence of your use of the Services or Site.

Support

Support must be requested through the proper channels to be received and responded to in a reasonable amount of time. If you have questions concerning the Service’s nature, Site use or you request support, please e-mail support@lemon.io  or initiate a chat with Lemon on the Site.

Lemon provides support 2 a.m. – 6 p.m. EDT Monday to Friday and 4 a.m. – 1 p.m. EDT Saturday to Sunday but offers no guarantee either express or implied on the timeframe of when a support request can or will be resolved.

Copyright/Trademark Information

Copyright © 2020, Coding Ninjas, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Last updated: 2020-03-19