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Custom Software Seller Agreement

This document is a legal agreement between you, the “Seller” (as defined below) and Exhedra solutions, Inc. Corporation (“Exhedra”), a Florida Corporation with corporate offices in Tampa, Florida. These Seller’s Terms and Conditions (“Agreement”) sets forth the provisions under which the Seller may register and use the web-site for the purpose of responding to solicitations for the acquisition of software solutions, services, and products.


Site(s): and
Exhedra: Exhedra Solutions, Inc. is the parent company and owner of the site
Bid Requests: Users of the site desiring to purchase customer software solutions via a reverse auction make bid requests on the site to solicit bids from software developers.
Bids: Software developers place bids on bid requests, in attempts to solicit business.
Buyer: Person(s) or company(ies) placing one or more Bid Requests.
Seller:  Person(s) or company(ies) placing one or more Bids.
Coder: Another name for a Seller.


The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms.  At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Exhedra reserves the right to immediately terminate any Seller who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.


Upon completion of the Registration Form and after accepting the site Terms of Service and this agreement, the Seller is authorized to respond to Bid Requests. Final content of all responses to Bid Request documents is at the complete and sole discretion of the Seller.  Exhedra reserves the editorial right to censor any responses that it feels are inappropriate.  This is a master agreement between Seller and Exhedra and shall apply to all transactions and business conducted between the parties.


Seller will provide solutions and/or quotations via Exhedra in response to Bid Requests posted on Exhedra’s website by Buyers.  This Agreement shall govern the business relationship between Exhedra and Seller despite any different or conflicting terms and conditions in Seller’s forms or other documents.

Seller authorizes Exhedra to treat any person using Seller’s password pair (username and password), and any resulting transactions, obligations and liabilities as if Seller used the website and/or services itself.

All information provided by Seller shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to Bid Request documents, information concerning intellectual property ownership and rights thereto.  Seller shall determine how intellectual property rights shall be transferred, if any, to Buyer.   Seller is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Buyers.

Seller agrees to post bids for the entire project. Hourly bids are not allowed. As this site is intended for commercial purposes only...offering free services, or redirecting a buyer to a site other than Rent a Coder to fulfill their needs is prohibited. Posting contact information including but not limited to phone #s, email addresses, Internet URL's, Yahoo Messenger Ids, ICQ ids, on bids or an author's profile is strictly prohibited. Violators of any of these terms can have all of their Exhedra accounts terminated, at the discretion of Exhedra.

Seller has read, understands and agrees to abide by all the terms under "Terms and Conditions" (which deal with general site usage and other such issues) and is located at: Additionally, Seller has also read, understands and agrees to the Copyright Violation Polices and Procedures policies located at:

(Addendum on 3/17/02: Note that the no-contact rule is suspended for bids made on projects > $500 until further notice--i.e. contact is now FULLY ALLOWED under these circumstances. Please note that this allowance only applies to bids, and not to a seller's profile, which still may not contain any contact information as detailed above.)

Advance Payments. (added 9/22/2002)      Seller agrees not to ask for any 'Advance Payments' from buyer. An advance payment is a risky transaction where the buyer releases funds from escrow before the delivery of the work (or percentage of work being accepted) is competed. Doing this completely circumvents and nullifies all the built-in buyer protections of the Rent A Coder 'safe escrow' system, and often results in the buyer losing part or all of their advance payment. Sellers who go against the wishes of Exhedra and receive an advanced payment from the Buyer may have their credit account debited to facilitate a partial or complete refund of any advanced payment back to the buyer. Additionally, Sellers in violation of this rule may have their account suspended and revoked.

Copyright Indemnification of Work Produced for Buyer Seller warrants and represents that all work produced for the Buyer (including but not limited to code, algorithms, ideas and/or any other item used to create their deliverables to the buyer) are original works of authorship created by Seller and that the works do not violate any rights, including but not limited to copyight rights, of any nonconsenting third party. Seller agrees to properly declare, explain and receive acceptance from the Buyer via the site, of any "Third Party Code" per the following section.

Third Party Code. If the Seller wishes to use 3rd party items (including but not limited to 3rd party components, GNU licensed code, etc.), then the Seller agrees to first confer with the buyer and:

  1. Explain which items in the bid request the Seller wishes to use 3rd party items for, and which 3rd party items would be involved.  This must be documented on the site via the site bidding system.
  2. Explain to the buyer the cost, copyright, distribution and licensing issues concerned with the use of such items.  (For example, many Buyers do not want GNU licensed code in their deliverables once they understand the licensing issues it needs to be explained to them what they would be receiving).  This must be documented on the site via the site bidding system.
  3. Have the buyer confirm agreement, to the use of any 3rd party items which the two parties agree to.  This must be documented on the site via the site bidding system.

Paragraph added 9/8/2002: Should arbitration occur and the Seller not follow these rules, Exhedra may immediately arbitrate in favor of the buyer, as well as consider punitive actions against the Seller.

Install Packages. Paragraph added 9/8/2002: As most buyers are not technologically savvy, the Seller is also responsible for creating an install package that will install the software, in 100% ready-to-run condition, on the platform(s) specified by the buyer on the bid request.  Note that this requirement can be waived by the Seller if documented via the bidding system or the bid request description.

Status Reports. Paragraph added: 7/1/2001  To keep the buyer appraised of progress on longer term projects (where the total amount of the bid request is equal to or greater than $150), the Seller is responsible for filing a weekly status report via the Rent a Coder site, on every Friday while work is being done. Should the Seller neglect to file one or more reports on time, or not file them on Rent A Coder, the buyer and/or Exhedra may choose to cancel the bid request, resulting in the coder not being paid for the work. Additionally, Exhedra may apply any Seller rating penalties it deems appropriate...including but not limited to a 1,000 point 'top coder rating' penalty.

Paragraph Added: 6/25/2002 The buyer now has the ability to waive the status report requirement on a bid request from the bid request page. Should the buyer waive the status report requirement for the bid request, then the coder is no longer responsible for filing it (for that particular bid request).

Other. As Rent A Coder provides its service in return for a Rent a Coder Fee, the Seller agrees not to contact any buyer outside of the site (by email, phone, etc.) before the buyer's money is escrowed. Doing so can result in immediate account termination and expulsion, at the discretion of Exhedra.

(modified 12/15/2002)
In the event that Exhedra procures, or is the procuring cause of, a solution for Buyer’s Bid Request, and Buyer and Seller do not use the Exhedra website or services to transact their business and/or use other means to transact their business, Seller shall be considered guilty of 'fraud'.   The Seller shall also be considered guilty of fraud should they find a buyer in an 'open auction' and attempt to cheat Exhedra out of the 'open auction' fee by redirecting the buyer to repost the auction as a cheaper auction such a 'one-on-one', even though the buyer made full use of the open auction. In either case the seller shall pay Exhedra a penalty fee in the amount of twenty-five percent (25%) of the amount paid to Seller. Such fees may be deducted from the Seller's outstanding credits on the site, at Exhedra's option. Exhedra reserves the right to terminate any Seller who circumvents the site in this manner.   

The anonymous nature of the Internet makes it possible for a seller who has had their account involuntarily terminated (or who received unfavorable ratings on that account) to create another account on the site and resume transacting business on the site, against the will of Exhedra. Exhedra regularly monitors site profiles for this sort of action, and should the Seller be determined by Exhedra to have done this, they will forfeit the balance of all of their accounts, and all funds will be returned back to the original buyer.

Seller understands and agrees that Exhedra may be called upon by the buyer, a third party, or a self-initiated investigation to audit the work that was performed. Seller agrees to make available to Exhedra all source code related to the questioned bid requests. Exhedra agrees not to copy, acquire, sell, barter, trade, or use this source code in any manner other than to verify that work was performed as contracted. If a non disclosure is required by the buyer to view the source code, Exhedra and the Buyer will make all reasonable arrangements

    Since Exhedra would be considered liable should a buyer dispute delivery, Seller agrees to upload the entire and complete deliverables at the time of work (or each stage) completion. Should a coder choose not to do so (despite this agreement) and the buyer disputes delivery, Seller agrees that they, not Exhedra, will be liable for the entire amount. Exhedra will deduct all such disputed monies from the coder's account. If the coder's account is insufficient to cover the funds the coder will be asked to cover the remainder from their personal funds. If coder cannot or will not cover the remainder from their private funds, Exhedra may pursue all and any means at its disposal to collect the funds including prosecution.

The buyer may require consent to a non disclosure agreement before allowing the seller to see information related to bidding, and or to the final work. Seller agrees to the terms of such agreement if they are specified in the bid request as posted on the site, are posted to the coder via the site bidding system, or are otherwise communicated from the buyer to the coder via the site. If Seller does not wish to abide by the terms of the agreement, then Seller agrees not to post a bid on such work.

     Seller has the right to rate buyers on completed transactions and transactions that are cancelled in Seller's favor. However should Exhedra, at its sole discretion, determine that a Seller's rating is inaccurate or in any way retaliatory in nature, then Exhedra may amend, replace or delete the Seller's rating, and a note about such may be placed as a public rating on the Seller's account. A Seller who practices retaliatory ratings may be found in default of this agreement and banned from the site.

Should the Seller demonstrate poor or inapporpriate behavior (to be determined at the sole discretion of Rent a Coder), Rent a Coder reserves the right to publicly document such behavior via a rating and comment in the Seller's profile. Such behavior includes (but is not limited to) losing an arbitration, refusing to cooperate with an arbitration, and sending abusive communications to the other party or to Rent a Coder staff.

NDA and/or Side Agreements
Some Buyers and Coders may enter into additional agreements not covered by the site escrowing agreement, including "special agreements" (ex: "Coder must deliver by x/xx/200x or they will owe Buyer $1 for every day late"), or a Non Disclosure Agreement (NDA). Both Buyer and Coder understand and acknowledge that these agreements are made directly between the Buyer and the Coder and do not involve Exhedra, Rent a Coder or any of its subsidiaries or other legal entities. As such, Rent a Coder and Exhedra are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.


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 whether deliverables have been met and bid 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, as they apply.  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.

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 Exhedar 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 code to the site by the delivery deadline posted by the buyer, then (at Exhedra's discretion) the Seller may 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 deadline, then the deadline may be deemed "Implictly Extended" by the Buyer's actions..nullifying the previous deadline and the above mentioned forfeiture.

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 (at Exhedra's discretion) 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: that status reports are NEVER required of the Seller while arbitration is in process.

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, Exhedra will conduct the testing as follows. First it will request a detailed bug 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.

Buyer also agrees to provide Exhedra access to whatever systems (which may include software, hardware, etc.) might be necessary for Exhedra to verify or deny the Buyer's claims in the bug list. Should the Buyer neglect any of these testing responsibilities, the Buyer may forfeit their right to Arbitration and Exhedra may at its discretion award escrowed funds to the Seller.

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 respond to Exhedra emails or requests for Work Complete within a timely basis (3 business days and 5 business days, respectively), they may forfeit the arbitration. Exhedra may at its discretion award escrowed funds to the coder.

Seller agrees to be prompt in responses to Buyer and to Exhedra.  Should a Seller not complete status reports prior to the beginning of the current arbitration or respond to Exhedra emails within a timely basis of 3 business days, Exhedra may consider the Seller in forfeit of the arbitration. If this occurs, in addition to the Seller's bid being cancelled, their existing open bid requests may be assigned to another, more responsible, Seller.  This may be done with or without notice to the original Seller.

8) 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 Rent a Coder for the costs in this process, all refunds of this nature are subject to a 3.5% cancellation charge for the Buyer. 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) will be used by Rent a Coder to lessen or completely eliminate this charge.

If the Buyer is awarded back 100% of their escrowed funds on a project, then they agree to relinquish possession and copyrights of all project deliverables back to the Seller. Buyer agrees to relinquish possession by promptly and completely destroying all deliverables and copies of deliverables in their possession.

9) 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 additionally suspend rating rights on the bid request and/or to remove/edit edit ratings it judges to be retaliatory which are made by either party.

10) Coder cancellation grace period:

There are some legitimate reasons why a Coder may place a bid, but then at the time of escrowing, find they cannot take on the work. Some examples include simply winning more bids than anticipated, or due to a change in scope by the Buyer. If a Coder promptly notifies both Exhedra and the Buyer within 24 hours of the funds being escrowed that a legitimate reason is causing them not to complete the bid request, then Exhedra will grant them a neutral rating, rather than a bad rating. A comment on the Coder's record detailing that the work was not started will still be left, to fully document what occurred. Should Exhedra (at it's 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.

11) Harrassment:

If either party threatens or harrasses the other party or Exhedra, attempts to manipulate or unduly influence the arbitration process, or breaks any rules in the buyer or seller agreement or in the site terms and condtions, then Exhedra may choose to automatically rule in favor of the opposite party.


Seller represents that it has the full power and authority to execute this Agreement. Seller is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Seller makes available to Exhedra.


5a. Seller's Obligations
      In order to better secure a project, the Seller may elect to pledge a 'Coder Deposit' as part of a 'Coder Deposit Guarantee'.  The 'Coder Deposit' is a good-faith deposit of funds that is made to both:
  1. Set the Seller above other competing Sellers in the bidding by demonstrating a commitment and confidence to the buyer that is above that of the average Seller.
  2. Prove and guarantee that the Seller is sincere about completing the project.
      Since Seller may place bids on many different bid requests at one time without knowing how many will be accepted, they will be given an opportunity after being selected by the Buyer to continue with or cancel the transaction. If the Seller chooses to continue (within 3 business days), then the 'Coder Deposit' can be made via a transfer of funds from the Seller's credit account, or via any of the other normal payment methods accepted by Exhedra. (If the Seller does not respond in 3 business days, they will be considered in default and the bid request acceptance will be cancelled, which may result in an unfavorable rating placed on the Seller's record.) The funds are held by Exhedra until the project is completed, or an arbitration results in cancellation of the project.

      If the project is completed (as demonstrated by the customer accepting the work via the site), the good-faith deposit is returned to the Seller in its entirety.  If the project is not completed, then the good-faith deposit will be forfeited by the Seller (wholly or partially) under the following terms:  
  1. If no work is accepted than the entire deposit is forfeited
  2. If only a partial percentage of work is accepted then the corresponding pro-rated percentage of the deposit is returned to the Seller and the remainder is forfeited

     If the Buyer and Seller cannot come to agreement as to whether or not the work was partially or wholly completed, either party can ask that the project be placed into arbitration by a Rent a Coder arbitrator, who will determine exactly what was completed.  Both Buyer and Seller agree to abide by the decision of the Rent a Coder arbitrator as final and binding.
5b. Forfeited Deposits
     To prevent an unscrupulous Buyer from trying to abuse the Coder Deposit Guarantee to unfairly profit from Sellers, the forfeited deposit will not be given to the Buyer. Instead it goes to:

  1. Offsetting the Buyer's cancellation charge (if any). See the Buyer Legal Agreement for information on when a cancellation charge might apply.
  2. 100% of the remainder is donated to a non-profit charitable organization, the choice of which may change to ensure equal distribution to different charities in need.  Currently the non-profit charity is Heifer International, a charity that offers hungry families around the world Heifer animals (and training in their care) to feed themselves and become self reliant.
5c. Exhedra's Obligations
     Exhedra will exercise the same care and diligence with escrowed Coder Deposits as it exercises with Buyer Deposits, and will honor all of the obligations detailed in the Custom Software Buyer Agreement under the subparagraph of Exhedra's Escrow Obligations (with the Seller assuming the rights of the 'Buyer' in that subparagraph).

5d. Bad Deposits
Should Sellers's method of payment later be found to be invalid (i.e. including but not limited to the use of a fraudulent or invalid credit card, Paypal account, or bounced check), the Seller may, at Exhedra's option, have their account garnished for the outstanding amount. Additionally Exhedra may impose other penalties including, but not limited to, the closing of the Seller's account. Exhedra warns Seller that it intends to prosecute all fraudulent purchases to the fullest extent of the law.

5e. Misc
Should a Buyer select the Seller as the winner on a Coder Deposit auction, the Seller will have 3 business days to accept or reject the Buyer's offer via the Rent a Coder website. If the Seller does accept or reject the offer within 3 business days, the Seller will forfeit the Buyer's acceptance.


Upon Buyer’s receipt and acceptance of Seller’s service or product, they will promptly indicate acceptance via the web site.  Upon acceptance, Exhedra shall credit the Seller's account with the final amount, minus the Rent a Coder Fee. The Rent a Coder Fee is calculated as a percentage of the amount of the escrowed funds and is based on the bidding type of the auction...according to the following fee schedule:

Bidding Type
Rent a Coder Fee
  Open Auction  15 %
  All coders can bid.
  Private Auction  15 %
  Only the coders the buyer invites can bid.
  One on One Project / Enhancement  12.5 %
  Allows a buyer to give new or enhancement work to a coder they've worked with before. (2.5% discount for coders)
  Bonus / Other Direct Payment  10 %
  Allows a buyer to give a fixed bonus or other immediate payment to a coder they've worked with before. Payment is immediate and bypases escrow. (5% discount for coders)
If the Rent a Coder Fee falls below the minimum fee of ($3), the minimum Rent a Coder Fee will be charged.

7. Payment

Modified 11/14/2002 to include new Seller-chosen credit cutoff date:
All credits that accumulate in the Seller's account will be totaled when the credit cutoff date of the Seller's choosing arrives. (The Seller can chose a credit cutoff date of either the middle of the month, the end of the month or both.)  Exhedra will then pay the Seller this total, on (or before) the 7th day following this cutoff date. However, the Seller may choose to set a 'minimum payout amount', in which case Exhedra will not pay the Seller per above, unless the credits in the Sellers account are equal to or greater than the minimum payout specified.

     Seller may choose to be paid by any of the methods below:
Payment method Charge Other information
PayPal $0 *
*PayPal will charge a seperate fee)
This option is not available in all countries. See for more details on their fee and other information.
Snail Mail Check United States: $5 processing and postage.
Non-United States: $10 processing and postage.
United States: Sent by 1st class mail
Non-United States: Sent by 1st class air-mail.
Western Union United States: $5 processing *
Non-United States: $5 processing *
*Western Union will also charge a seperate fee.
Money can be picked up at any of thousands of Western Union locations in the world.  Not available in countries that prohibit sending money from a foreign businesess, such as Brazil, Mexico and India. See for more details on their fee and other information.
International Priority Mail
(currently only available to Brazil, India and Mexico)
Brazil: $10 processing + $26 Priority Mail fee= $36 total.

India: $10 processing + $20 Priority Mail fee= $30 total.

Mexico: $10 processing + $20 Priority Mail fee= $30 total.
Same as Snail Mail Check, but sent via International Priority Mail which is signed for and is more reliable in places such as the non-major cities in India where the normal postal system is undependable.
Bank to Bank Wire Transfer
(currently only available to India, Brazil and Mexico)
$10 processing + $45 wire fee= $55 total. Payment is wired to your bank account.


  • Postal system payments (snail mail check and International priority mail) are checks drawn from our United States bank in United States funds.  Your bank may or may not charge a currency changing fee.
  • All Exhedra payment charges will be deducted directly from the Seller's account.
  • All options are subject to change in both availability and price.
Seller understands that they can control the minimum amount required before a payment is made to them. If their account is below this amount, funds are accumulated until this amount is reached. Please note that the world-wide postal system is a complex system of varying reliability--subject to delay or loss due to regional problems, acts of war, nature and other things beyond Exhedra's control. If Seller chooses a postal system based delivery, Exhedra will deliver snail mail checks to its local post office, but cannot and will not be held financially or otherwise responsible for delay or loss between that point and ultimate arrival at the final destination.

     Seller agrees to be fully responsible for providing accurate and up-to-date payment information in their account at the Rent a Coder site.   Should this information be inaccurate, Seller agrees to assume full responsibility (financial and otherwise) for any consequences.  This includes late arriving, incomplete or lost payments.  Although Exhedra will make good-faith efforts to help the Seller rectify the situation, Exhedra is not liable for the consequences of incorrect information, in any way whatsoever.  If the situation can be rectified with additional effort (such as Exhedra doing a stop payment and resending the check), the Seller will be responsible for the additional charges associated with the effort.

Addendum: 2/7/2003 Over 85% of snail mail payments sent to India and Pakistan (most particularly to non-major cities) are not arriving at their destinations. As of 2/7/2003 we no longer recommend snail mail delivery for Sellers in these countries. If (against our advice) Seller still chooses snail mail delivery to one of these countries and the check does not arrive, the Seller agrees to be responsible for the $35 check 'stop payment' fee required by our bank to cancel payment, before it will be sent via another method.

  Should there be any dispute regarding acceptance, both Seller and Buyer designate Exhedra as the final binding authority and arbiter of the dispute, and agree to abide by its decision.


    The Seller and Buyer may exchange one or more bids and replies on the bid request.  Exhedra wishes to make clear in this section exactly what is shown and what is not shown to other people on the site regarding bid requests and bidding.


Both buyer and coder profiles are publicly available.  Profiles are viewable by clicking on the person's name at various places on the site, including bids, bid requests and ratings.  3rd party search engines outside of the control of Exhedra (such as Google) may index and show these profiles on their sites.  If you wish to keep your identity private, you are advised to use the 'Screen Name' feature of the site and use a name different than you real name or company.

Open Auctions (with no NDA):

Project Details: (description, etc.)

Project details are viewable by the public


While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders. 

Once a winning bidder is chosen, the top level bid made by the winning bidder and the top level bids made by losing bidders are made public and are viewable by the general public... to show that a fair and honest auction was conducted. (Everything else remains private...including all other bids and replies made by and to the winning bidder and all bids and replies made by and to losing bidders.)  The bid request page itself is removed from general public access on the site's search system.  However, the general public can view the title of the bid request on the winning bidder's resume.  Clicking on the link will allow a person from the general public to view the bid request itself and the information stated above.  Additionally, 3rd party search engines outside of the control of Exhedra (such as Google) may index and show this information on their sites.

If a buyer wishes to hide the details of their open bid request from the general public, they may choose to 'privatize' the open bid request once a coder is chosen. This converts it into a private auction (see below) which, as the name implies, is much more hidden. Click here for instructions on how to do this.  

Open Auctions (with NDA):

Project Details: (description, etc.)

Project details are viewable only by those Sellers whom the Buyer approves for viewing by accepting their NDA.   The general public or those rejected may only view the "Pre NDA" message that the Buyer posts for the public.


While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders. 

Once a winning bidder is chosen, the top level bid made by the winning bidder, and the top level bids made by losing bidders are made viewable by those Sellers who had their NDA approved by the show that a fair and honest auction was conducted. (Everything else remains private...including all other bids and replies made by and to the winning bidder and losing bidders.)  The bid request page itself is removed from general public access on the site's search system.  However, the general public can view the title of the bid request on the winning bidder's resume.  Clicking on the link, however, does not allow a person from the general public to view the bid request itself.

Private and One-on-one auctions

Project Details: (description, etc.)

Project details are viewable only by those Sellers whom the Buyer invites to the auction.  The general public may not view the project details.


While the bidding is open, the auction is conducted as a 'closed auction' and bidders cannot see the bids placed by other bidders. 

Once a winning bidder is chosen, the top level bid made by the winning bidder, and the top level bids made by losing bidders are made viewable only to those Sellers whom the Buyer invited to the show that a fair and honest auction was conducted. (Everything else remains private...including all other bids and replies made by and to the winning bidder and losing bidders.)  The bid request page itself is removed from general public access on the site's search system.  However, the general public can view the title of the bid request on the winning bidder's resume.  Clicking on the link, however, does not allow a person from the general public to view the bid request itself.

9 Taxes

  Rent a Coder does not collect taxes, duties, fees or other governmentally imposed excises, so Seller and Buyer agree to assume their respective responsibilities under the law.

     The site fully complies with United State Internal Revenue Service regulations, and to that end, all payments to United States citizens greater than the IRS threshold amount will be reported.   United States sellers are solely responsible for ensuring that their correct Social Security/EIN information is provided to the site. Should such sellers not provide this important information, or provide incorrect information, the seller agrees to pay any IRS penalty imposed on either themselves or Exhedra for their actions, plus an additional 50% penalty fee to Exhedra.

10 WHEN EXHEDRA IS A BUYER (Added 9/12/03)

From time to time Exhedra may wish to place bid requests on the site as a Buyer. If the Seller were to bid on and win such a bid request and then a dispute were to arise, the Seller would not wish Exhedra to perform arbitration, as it would place Exhedra in a potential "conflict of interest" situation where it was judging a bid request in which it was a party to. To prevent this from happening, Exhedra agrees to the following:

  1. To clearly post in the description of the bid request that the bid request 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.
By posting a bid on such a bid request, the Seller agrees:
  1. To waive their rights to arbitration as well
To reduce the risk for the Seller, Exhedra will attempt to negotiate mutually agreeable partial payments for the achivement of milestones.


Trademarks. Exhedra may use Seller’s Trademarks in Bid Requests, or related documentation.  Exhedra’s or Seller’s use of Trademarks shall be consistent with proper trademark usage. Neither party grants to the other any right, title, or interest in any Trademarks except as provided in this Section.  Seller is responsible for appropriately attributing any of its Trademarks or the trademarks of third parties.

Access to and Use of Confidential Information. A party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this Agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof.  Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.

Exclusions. A party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary, or if provided orally, not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving party at the time of disclosure, as evidenced by documentation in the receiving party's possession at the time of such disclosure, (iii) is independently developed by the receiving party (provided the receiving party can show that such development was accomplished by or for the receiving party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving party from another source without confidentiality restrictions, (v) is or becomes part of the public domain through no wrongful act of the receiving party, or (vi) is furnished by the disclosing party to a third party without confidentiality restrictions.  A receiving party may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the receiving party takes reasonable steps to give the disclosing party sufficient notice to contest such request, requirement or order and/or to seek a protective order.

Return of Confidential Information.  In any event of termination or expiration of this Agreement, each party will, within five (5) business days return to the other party such party’s Confidential Information.


Infringement Claims. Seller will defend and hold Exhedra harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this Agreement, constitutes infringement of any copyright, patent or trademark.  Seller will pay all settlements or damages awarded against Exhedra, provided that Exhedra (i) informs Seller of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Seller with all related information, (ii) grants Seller the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Seller.



Indemnification by SellerSeller shall indemnify, defend (with counsel approved in writing by Exhedra) and hold Exhedra, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Seller, its employees, representatives or agents.

14.  EXPORT.  Seller shall not resell software, equipment, or products purchased in the U.S outside the U.S. without compliance with all applicable export regulations. Seller acknowledges that the export or re-export of Product is subject to regulation by agencies of the U.S. Government, including in particular Parts 740, 742 and 744 of the Export Administration Regulations of the U.S. Department of Commerce, which prohibit export or diversion of Product to certain countries and persons.  Seller shall not assist or participate in any such diversion or any other violation of applicable U.S. laws and regulations relating to export or re-export of Product or any of the technology related thereto.


Default. Should the Seller default, their account may be terminated by Exhedra. Seller shall be considered to have defaulted under the Agreement for any failure to perform its obligations to Buyer under any Bid Request awarded to Seller and/or if Exhedra discovers any material misrepresentation or omission that Seller has made in this Agreement or its Registration.  In the case of either party, the failure by such party to observe or perform any material covenant or obligation under this Agreement shall constitute default. Seller may also be considered in default if they violate the site terms of service, or violate the Custom Software buyer Agreement (if they are also a buyer), or if their service to buyers is poor (defined as receiving 2 or more below average ratings and/or complaints).


At the request of the Seller, Exhedra will close out their account, disabling all future use of it. However, Seller understands and agrees that Exhedra will not delete any information, as it is required to report such information to 3rd parties including (but not limited to) FBI investigations, IRS invstigations, credit card fraud investigations, or for Exhera's own auditing purposes.


Please note that Exhedra uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect site users from viruses via virus scanning sofware. However no security sytem and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on an Exhedra system, Exhedra will alert the affected Seller via email (to the address registered on the site). However, due to the nature of security and viruses, Exhedra strongly advises the Seller to take their own security precautions, such as personal virus scanning software, and/or encrypting sensitive communications. Given the nature of these matters, should a security compromise or virus incident occur, Seller agrees that Exhedra is not liable for the incident (in any way or kind) nor for any reprecusions of such an incident (in any way or kind).


Survival. The parties' obligations under Sections 7, 8 and 9 shall survive any termination and/or expiration of this Agreement.

Assignment. Seller shall not assign or transfer this Agreement without Exhedra’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.

Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that Exhedra is the agent for Seller and Buyer in bringing the two, or more, parties together using the Exhedra website.  Exhedra shall act as a fiduciary for Buyer and Sellers for the limited purpose of collecting and disbursing funds.  For all other purposes, the parties are independent contractors.

Excused Performance.  Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.

Governing Law; Attorneys’ Fees.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida.  In the event that any dispute or controversy between the parties arises out of or is related to any of the provisions of this Agreement, and/or the performance or termination thereof, such dispute or controversy shall be subject to the exclusive jurisdiction of the Florida state courts in and for Hillsborough County, Florida (or, if there is federal jurisdiction, the U.S. District Court for that region) and the prevailing party in any such dispute shall recover all of its costs, including reasonable attorneys’ fees.

Notices.  Notices shall be sufficient only if sent by certified mail or air express, return receipt requested, or personally delivered to a party.  Notice by mail shall be deemed received on actual receipt.  Notices should be sent to: 

Exhedra Solutions, Inc.
Attn: Legal Services
14310 North Dale Mabry Hwy
Suite #280
Tampa, FL 33618

No Waiver.  The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision.

Unenforceable Provisions.  If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.

Modifications; Special Agreements; Entire Agreement. Note that Exhedra reserves the right from time to time to amend, modify or change this agreement. When this happens, Exhedra shall notate the new information clearly and post a notice in the 'news' section of the site about the update. Due to the majority of parties requesting not to be contacted via email about updates to the site, email notice will not always be given. Additionally, due to the financial costs associated with written notices...written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time, or monitor the 'news' section of the site.


Should Exhedra and the Seller come to a special understanding not outlined in this agreement it will be laid out in writing and signed by both parties.

This Agreement is the entire understanding between Seller and Exhedra with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.

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