Client Platform Terms of Service

These Client Platform Terms of Service (these "Terms") are a binding agreement between VPV Group, LLC, doing business as Future.dev, a Delaware limited liability company with its principal place of business at 2506 Bransford Ave, Ste 6, Nashville, TN 37204 ("Future.dev," "we," "us"), operating the Future.dev platform (the "Platform"), and the person or entity accessing or using the Platform as a client ("Client," "you"). By creating an account, signing an Order Form, or using the Platform, you agree to these Terms.

1. The Platform; Future.dev's Role

1.1 What the Platform is. Future.dev is an online marketplace through which clients can find, engage, pay, and manage independent software development professionals and firms ("Developers"). The Platform provides matching, vetting, engagement tooling, project-management features, and payment facilitation (collectively, "Platform Services").

1.2 What Future.dev is not. Future.dev is not a party to any Service Contract (defined below), does not employ Developers, does not supervise, direct, or control Developers' work, and does not guarantee any Developer's work product, timelines, or results. Developers are independent businesses and independent contractors of their Clients, not of Future.dev.

1.3 Claims channeling. Future.dev IS RESPONSIBLE ONLY FOR PLATFORM SERVICES. DEVELOPMENT SERVICES ARE PROVIDED SOLELY BY THE DEVELOPER UNDER THE APPLICABLE SERVICE CONTRACT, AND ANY CLAIM OR REMEDY RELATING TO DEVELOPMENT SERVICES — INCLUDING QUALITY, DELAY, DEFECTS, IP INFRINGEMENT IN WORK PRODUCT, OR NON-DELIVERY — MUST BE BROUGHT ONLY AGAINST THE DEVELOPER, NOT Future.dev.

1.4 Third-party infrastructure. Work product may be deployed or hosted on Client-owned or third-party infrastructure (for example, Vercel, Supabase, GitHub, AWS, or similar). Future.dev has no responsibility for the performance, security, availability, or operation of any work product hosted on such infrastructure.

2. Accounts; Eligibility

2.1 You must be at least 18 and able to form a binding contract. If you register for an entity, you represent you are authorized to bind it.

2.2 You will provide accurate registration and payment information and keep it current. Future.dev may require identity or business verification and may suspend accounts pending verification. Account registration is subject to Future.dev's approval, which Future.dev may decline for any lawful reason.

2.3 Business use only. The Platform is offered for business purposes only, not for personal, family, household, or other consumer use. You represent that you are using the Platform in the course of business — as a self-employed individual/sole proprietor, or as an employee or agent of an independent business — and that you will use the Platform only for business purposes.

2.4 One account; responsibility for authorized users. You will maintain only one account. You may permit your employees or agents to act under your account; by doing so you represent they are authorized to act on your behalf, and you are fully responsible and liable for everything they do and fail to do through your account, including entering Order Forms, making payments, and complying with Sections 4 and 5. Anyone using your credentials is deemed to have your authority.

2.5 Verification authorization. You authorize Future.dev, directly or through third parties, to make any inquiries reasonably necessary to validate your identity, location, and ownership or control of your business, email address, and financial accounts — including checks against third-party databases and requests for government or legal documents — subject to applicable law. Account features may be limited pending verification.

3. Engagements; Service Contracts

3.1 Formation — two paths. When you and a Developer agree to an engagement, a contract forms directly between you and the Developer on the Future.dev Service Contract Terms (future.dev/legal/service-contract-terms, as updated from time to time), by either: (a) executing a Services Order Form; or (b) Platform Acceptance — one party submitting an engagement offer through the Platform stating the essential commercial terms, and the other accepting it through the Platform, forming the contract at the moment of acceptance (an "Accepted Offer"). References to an "Order Form" throughout include an Accepted Offer. Your Platform clicks and submissions are electronic signatures and records under E-SIGN/UETA, the Platform's records are presumptive evidence of formation, and Platform Acceptance requires you to affirmatively acknowledge the same three disclosures initialed on the signed Order Form (claims channeling; auto-renewal; compliance exclusion) before the engagement forms (each such contract, a "Service Contract"). Future.dev does not sign Order Forms and is not a party to them; it facilitates payment per the Payment Terms and your executed payment authorizations, and it is an intended third-party beneficiary of the Order Form provisions that reference it, with standing to enforce them. The Service Contract Terms are provided as a standard form for the parties' convenience; they are not legal advice, Future.dev is not a law firm and assumes no responsibility for their suitability to your circumstances, and you should consult your own counsel regarding any engagement.

3.2 Engagement structures. Engagements are offered in standardized structures: an initial minimum term of three (3) months billed at the rate stated in the Order Form (the "Initial Term"); optional longer terms (e.g., 12 or 36 months) at reduced rates; and optional parallel plans, each adding stated monthly delivery capacity. All commercial values are as stated on the Order Form.

3.3 Auto-renewal. UNLESS THE ORDER FORM STATES OTHERWISE, AFTER THE INITIAL TERM EACH ENGAGEMENT AUTOMATICALLY RENEWS FOR SUCCESSIVE RENEWAL TERMS, EACH EQUAL IN LENGTH TO THE INITIAL TERM, AT THE THEN-CURRENT RATE (AS MAY BE ADJUSTED FOR A RENEWAL TERM PER THE SERVICE CONTRACT TERMS §2.2), UNLESS EITHER PARTY TO THE SERVICE CONTRACT GIVES AT LEAST THIRTY (30) DAYS' WRITTEN NOTICE OF NON-RENEWAL BEFORE THE FIRST DAY OF THE NEXT RENEWAL TERM. A renewal term, once begun, is non-cancelable for that term. To give notice, use the "Manage Billing" function in your Platform account. Because engagement communications occur through the Platform, using the Manage Billing function constitutes effective written notice of non-renewal to the Developer, delivered on the date you submit it; the Platform will record, timestamp, and confirm the submission to both parties. The Platform will send you a renewal reminder before each non-renewal notice deadline. If the Manage Billing function is unavailable, you may give notice by email to hi@future.dev, and Future.dev will promptly relay it to the Developer; such notice is effective when received by Future.dev. Future.dev's transmission of notices does not make it a party to the Service Contract.

3.4 Classification. As between you and Future.dev, you are solely responsible for, and assume all liability for, determining whether Developers should be engaged as independent contractors or employees and engaging them accordingly, and you warrant that your classification decisions are correct and that your manner of engaging Developers complies with applicable laws. You will not engage a Developer through the Platform on terms and conditions that would give rise to an employment relationship; if you wish to employ a Developer, you must first pay the Conversion Fee under Section 5.2 and engage them off-Platform.

3.5 No future functionality. Your engagements and Platform use are not contingent on the delivery of any future Platform functionality or features, or on any oral or written comments regarding future functionality or features. Future.dev may change, update, or alter Platform features at any time per Section 16.1.

3.6 Compliance frameworks; regulated data. Engagements do not include, and neither Future.dev nor any Developer represents, compliance with SOC 2, ISO 27001, HIPAA, NIST CSF, PCI DSS, GDPR, or any other regulatory, security, or privacy framework, unless a signed Compliance Addendum to the applicable Order Form expressly includes it (see Service Contract Terms §§5.4–5.5). You are solely responsible for determining the regulatory requirements that apply to your business and data, and you will not introduce PHI, cardholder data, or other regulated data into any engagement or the Platform absent the required Compliance Addendum and, for HIPAA, executed Business Associate Agreements between you and the Developer and between you and every underlying infrastructure provider that will touch PHI.

4. Fees; Payment

4.1 You will pay the amounts stated in each Order Form on the stated cadence. All fees are due in full, non-refundable, and non-cancelable for the then-current term, regardless of usage or early termination, except as expressly provided in the Payment Terms (future.dev/legal/payment-terms). Fees are exclusive of taxes.

4.2 Where an Order Form states a single bundled fee, that fee is not allocated among components and will not be prorated, credited, or refunded, even where it includes platform access, credits, or retainer components.

4.3 Platform compensation. You acknowledge that Future.dev is compensated by retaining a platform fee from amounts paid through the Platform, pursuant to its separate agreements with Developers. That fee does not increase the fees stated on your Order Forms.

4.4 Payments are processed through Future.dev's third-party payment processor. You authorize recurring charges per your Order Form and the ACH Authorization or other payment authorization you execute. Late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less, and you will reimburse costs of collection, including reasonable attorneys' fees. Future.dev or the Developer may suspend Development Services during payment failure.

5. Non-Circumvention; Conversion Fee

5.1 Non-circumvention. During your use of the Platform and for twenty-four (24) months after the later of (a) your introduction to a Developer through the Platform or (b) the last payment between you and that Developer through the Platform (the "Restricted Period"), you will not solicit, hire, engage, or pay that Developer (or its personnel) for development services outside the Platform, or encourage or assist any such circumvention, except as permitted in Section 5.2. Before an Order Form is signed, you will not use contact information obtained through the Platform to solicit or move a prospective engagement off the Platform. These obligations apply equally to your affiliates, employees, agents, representatives, and successors acting with respect to a Platform-sourced Developer, and you are responsible for their compliance.

5.2 Conversion option. You may take a Platform-sourced Developer relationship off-Platform at any time by (a) giving Future.dev written notice, and (b) paying Future.dev a one-time conversion fee equal to the greater of $10,000 or thirty percent (30%) of all amounts paid to that Developer through the Platform in the twelve (12) months preceding the notice (the "Conversion Fee"); provided the Conversion Fee will not exceed a reasonable estimate of the platform fees Future.dev would otherwise have earned from the relationship over the Restricted Period. After the Restricted Period lapses, no Conversion Fee applies.

5.3 Liquidated damages recital; enforcement. The parties agree that Future.dev's losses from circumvention — including foregone platform fees over the expected remaining relationship and the costs of sourcing, vetting, and onboarding replacement Developers — are difficult to ascertain, and that the Conversion Fee is a reasonable pre-estimate of those losses and not a penalty. Breach of Section 5.1 makes the Conversion Fee immediately due, and you authorize Future.dev to charge it to any payment method on file or invoice it (payable within 30 days), plus interest at 1.5% per month or the lawful maximum, and Future.dev's costs of investigating the breach (including the reasonable value of internal personnel time) and of enforcement and collection, including reasonable attorneys' fees.

5.4 Reporting; no under-reporting. You will notify Future.dev promptly (hi@future.dev) if any Developer suggests contracting, invoicing, or paying outside the Platform for a Platform-sourced relationship. You will not invoice, report, or state — on the Platform or in any Conversion Fee request — an amount lower than actually agreed, paid, or received.

6. Client Content; License

6.1 You retain ownership of the materials, data, and information you submit to the Platform ("Client Content"). You grant Future.dev a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Client Content as needed to operate the Platform and facilitate engagements, and to use it in de-identified, aggregated form for platform analytics. Future.dev will not use Client Content to train generalized AI models without your opt-in consent.

6.2 You represent you have all rights necessary to grant the license above and that Client Content does not infringe third-party rights or violate law.

7. Acceptable Use

You will not: use the Platform for unlawful work; circumvent Platform payments; scrape or systematically extract Platform data; misrepresent your identity; interfere with Platform security or operation; upload malicious code; solicit Developers for competing platforms; or use the Platform to build a competing service. Future.dev may suspend or terminate accounts for violations.

8. Reviews; Composite Information

If you post ratings or reviews, you grant Future.dev a perpetual, royalty-free license to use them, and you request and agree that Future.dev may publish individual and composite feedback about Users — including you. Feedback, ratings, badges, and vetting indicators are based on information Users submit; they are not verified by Future.dev, are provided for convenience only, and are not Future.dev's introduction, endorsement, recommendation, or guarantee of any User. Reviews must be truthful and based on firsthand experience. You will not use feedback or composite information to make any employment, credit, credit-valuation, underwriting, or similar decision about any person. Future.dev may remove reviews in its discretion but has no obligation to monitor, and is not responsible for User content. Nothing in these Terms prohibits you from making truthful statements or reviews protected by law.

9. Confidentiality

Each of Future.dev and Client will protect the other's non-public business, technical, and financial information with at least reasonable care, use it only for purposes of the Platform relationship, and not disclose it except to representatives with a need to know who are bound by comparable duties. Each party is responsible for its representatives' breaches. Exclusions: information that is or becomes public without fault; was known without restriction; is rightfully received from a third party; or is independently developed, as established by clear and convincing evidence. Compelled disclosures are permitted with prompt notice and cooperation. Confidentiality between you and a Developer is governed by the Service Contract.

9.1 Pre-engagement exchanges. Non-public information exchanged between you and a prospective Developer through or in connection with the Platform while evaluating a potential engagement is confidential as between you and that Developer, mutually, on the standards of this Section 9, whether or not a Service Contract forms, until the information falls within an exclusion above. Solely to enforce this Section 9.1, each such Developer is an intended third-party beneficiary of this Section, and you are an intended third-party beneficiary of the corresponding provision of the Developer Platform Terms. For engagements of heightened sensitivity, the parties may additionally execute the Future.dev Client–Developer Mutual NDA template; if a Service Contract later forms, its confidentiality terms govern from formation, and pre-engagement information remains protected under this Section.

10. Intellectual Property of the Platform

The Platform, its software, design, content, and trademarks (including "Future.dev") are owned by Future.dev or its licensors. You receive only a limited, revocable, non-transferable right to use the Platform per these Terms. Feedback you provide may be used by Future.dev without restriction or compensation.

11. Term; Suspension; Termination

11.1 These Terms apply while you use the Platform. You may close your account at any time; closure does not affect Service Contracts then in effect, amounts owed, or Sections that survive.

11.2 Future.dev may suspend or terminate your access for breach, suspected fraud, legal risk, or non-payment. Sections 1.3, 4, 5, 6, 8–11, and 12–16 survive termination.

11.3 Release of Future.dev for User disputes; §1542 waiver. In recognition of the fact that Future.dev is not a party to any Service Contract, you hereby release Future.dev and its members, managers, officers, employees, agents, affiliates, and service providers from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User — including disputes regarding the performance, quality, or results of Development Services and requests for refunds based on such disputes. To the extent applicable, you waive the protections of California Civil Code §1542 — which provides that a general release does not extend to claims the releasing party does not know or suspect to exist in its favor at the time of the release that, if known, would have materially affected its settlement — and any analogous law of any other jurisdiction. This release does not apply to a claim that Future.dev failed to meet its own obligations under these Terms.

11.4 Records; account data; retention window. You are solely responsible for creating, storing, backing up, and exporting your business records and content before account closure. Following closure or termination, Future.dev will retain account data for ninety (90) days, during which you may request an export (a reasonable fee may apply for export assistance); after that period, Future.dev may delete it and has no obligation to store, maintain, or provide copies, except as required by law, and has no liability for deletion. You agree that Future.dev may, where allowed by law, notify Users who have entered engagements with you that your account has been closed and provide a summary of the reasons, and Future.dev will have no liability arising from providing or not providing such notice.

12. Disclaimers

THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, Future.dev DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Future.dev DOES NOT WARRANT ANY DEVELOPER, ANY WORK PRODUCT, OR ANY BUSINESS OUTCOME. VETTING AND MATCHING ARE PROVIDED FOR CONVENIENCE AND DO NOT CONSTITUTE A GUARANTEE OR ENDORSEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) Future.dev WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (b) Future.dev'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE LESSER OF (i) $2,500 OR (ii) THE PLATFORM FEES ACTUALLY RETAINED BY Future.dev FROM YOUR TRANSACTIONS IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF Future.dev WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOUR OBLIGATIONS UNDER SECTIONS 4 AND 5 ARE NOT SUBJECT TO THE CAP IN CLAUSE (b). SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS; TO THAT EXTENT, THEY APPLY ONLY TO THE FULLEST EXTENT PERMITTED.

14. Indemnification

You will defend, indemnify, and hold harmless Future.dev and its members, managers, officers, employees, agents, and representatives from third-party claims and resulting losses (including reasonable attorneys' fees) arising from: (a) your Client Content; (b) your breach of these Terms; (c) your use or exploitation of work product; (d) your classification decisions under Section 3.4; or (e) your violation of law or third-party rights; or (f) your introduction of PHI, cardholder data, or other regulated data into the Platform or any engagement without the Compliance Addendum and agreements required by Section 3.6.

15. Dispute Resolution; Governing Law; Class Waiver

15.1 These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law.

15.2 Arbitration first. Except as provided in Section 15.4, any dispute arising out of or relating to these Terms or the Platform will be resolved by binding arbitration before a single arbitrator under the AAA Commercial Arbitration Rules, seated in Nashville, Tennessee. Judgment on the award may be entered in any court of competent jurisdiction. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), including its procedural provisions, and not state law. The arbitrator — and not any court — has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including whether any claim is arbitrable, except that a court decides the enforceability of the class waiver in Section 15.3.

15.2.1 Informal resolution first. Before filing any arbitration, the party asserting the claim will give the other written notice describing the claim and its factual basis (to hi@future.dev, or to your account email), and the parties will attempt good-faith informal resolution for sixty (60) days. During that period, either party may request an individualized telephone or video settlement conference, in which a party representative (and you personally, if you are the claimant) must participate in good faith; counsel may also participate. Completing this process is a condition precedent to arbitration, and a court may enjoin an arbitration commenced in violation of it. Neither party will disclose in any subsequent proceeding the amount of any settlement offer made during informal resolution.

15.2.2 Mass arbitration. If twenty-five (25) or more demands raising similar claims against Future.dev are filed or threatened by claimants represented by the same or coordinated counsel, the parties agree that the AAA's Mass Arbitration Supplementary Rules (or successor procedures) will apply, and the parties will cooperate in a staged/bellwether process in which a limited number of representative cases proceed first while the remainder are stayed (with applicable limitations periods tolled), followed by a global mediation before the remaining cases may proceed.

15.2.3 Confidentiality; fees. All aspects of any arbitration, and any ruling or award, are confidential except as needed to enforce the award or as required by law. To the extent permitted by law, a claimant must pay the reasonable costs and fees (including arbitration and attorneys' fees) incurred by the responding party if the arbitrator or a court determines the claim was frivolous, not warranted by existing law or a nonfrivolous argument, or filed for an improper purpose.

15.3 Class waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NO CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS.

15.4 Carve-outs. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in the state or federal courts located in or nearest to Nashville, Tennessee (to whose jurisdiction the parties consent) for IP misuse, confidentiality breaches, or breaches of Section 5. Claims that may not be subject to a pre-dispute arbitration agreement under applicable law — including under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act — are excluded from this arbitration agreement, and nothing herein prevents reports to or investigations by government agencies. The prevailing party in any proceeding is entitled to reasonable attorneys' fees and costs.

16. General

16.1 Changes to Terms. Future.dev may modify these Terms, the Payment Terms, and any policy incorporated by reference at any time, in its discretion. Notice of changes is given in-Platform — by posting the updated version with a new version date and a conspicuous in-Platform notice (such as a banner, dashboard notice, or login interstitial) — and you agree that in-Platform notice constitutes reasonable and sufficient notice of any change, and you waive any requirement of notice by email, mail, or other means (Future.dev may, at its option, also notify by email or require click-through acceptance). You agree to review the Terms when notified. Changes take effect on the effective date stated in the notice: immediately upon posting for changes required by law, addressing security, fraud, or abuse, or not materially reducing your rights; and no earlier than seven (7) days after notice for changes that materially reduce your rights or increase your obligations. Your continued use of the Platform after the effective date is acceptance of the change; if you do not agree, your sole remedy is to stop using the Platform, subject to your obligations under in-flight Service Contracts. Updated Terms, Payment Terms, and Service Contract Terms apply to Platform use and to in-flight engagements from their effective date (continued use is acceptance), except that no update modifies the commercial values stated on a signed Order Form (rate, term, cadence, plan count — other than price increases for future renewal terms on at least 30 days' written notice per Service Contract Terms §2.2), any executed payment authorization, a Developer's signed Commercial Schedule, or rights and obligations accrued before the effective date; and no modification of Section 15 (Dispute Resolution) applies to any dispute of which either party had notice before the modification's effective date, unless both parties consent in writing.

16.2 E-communications. You consent to receive notices and to contract electronically; electronic signatures are binding.

16.3 Assignment. You may not assign these Terms without Future.dev's written consent, except to a successor in a merger, reorganization, or sale of substantially all assets that assumes them in writing. Future.dev may assign to an affiliate or successor.

16.4 Force majeure; severability; no waiver; no third-party beneficiaries (except Releasees and indemnitees named herein, and Developers solely as stated in Section 9.1); entire agreement as to the Platform relationship, together with the Payment Terms, Privacy Policy, and your Order Forms; order of precedence: a signed Order Form controls over these Terms as to the commercial values stated in it; these Terms control as to everything else. Any additional or conflicting terms in your purchase orders have no effect.

Contact: VPV Group, LLC · 2506 Bransford Ave, Ste 6, Nashville, TN 37204 · hi@future.dev