Developer Platform Terms of Service

These Developer Platform Terms of Service (these "Terms") are a binding agreement between VPV Group, LLC, doing business as Future.dev, a Delaware limited liability company, 2506 Bransford Ave, Ste 6, Nashville, TN 37204 ("Future.dev"), operating the Future.dev platform (the "Platform"), and the person or entity registering as a development professional or firm ("Developer," "you"). These Terms take effect, and your Developer account activates, only upon Future.dev's written approval of your Contractor Application (your "Application") per Section 3.

1. The Platform; Relationship

1.1 Future.dev is a marketplace through which clients ("Clients") find, engage, pay, and manage independent development professionals. Future.dev provides matching, vetting, tooling, and payment facilitation ("Platform Services"). Future.dev is not a party to Service Contracts between you and Clients.

1.2 Independent contractor. You are an independent business. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between you and Future.dev or, as to Future.dev, between you and any Client. You control the manner and means of performing Development Services; you may accept or decline engagements; you may provide services to others, on or off the Platform (subject to Section 7); you supply your own equipment; you receive no employee benefits from Future.dev; and you are solely responsible for your taxes, including self-employment taxes. Where you are an entity, you will ensure your personnel comply with these Terms, and you are solely responsible for them.

1.3 No guaranteed work. Future.dev does not guarantee engagements, volume, or income.

2. Eligibility; Representations; Audit Cooperation

2.1 You represent and warrant, on an ongoing basis, that: (a) you are at least 18 and authorized to work in the United States (and each of your personnel performing services is); (b) all information in your Application and profile — including skills, credentials, experience, and portfolio — is accurate and not misleading; (c) you have no obligation to any third party that conflicts with these Terms or any Service Contract; (d) you will comply with each Client's reasonable written security policies made available to you; (e) you are not subject to US sanctions and will not perform services from embargoed jurisdictions; and (f) you are using the Platform for business purposes only, in the course of your independent business, and not for personal, family, or household purposes.

2.2 Audit cooperation. In the event of any audit, investigation, or proceeding involving Future.dev that concerns worker classification or the independent-business status of Platform developers, you agree to promptly cooperate with Future.dev and provide copies of your tax returns and other records reasonably requested — including records showing that you are engaged in an independent business as represented to Future.dev. This is a record-production obligation only and does not give Future.dev any right to direct or control your work.

3. Application; Commercial Schedule; Platform Fee

3.1 Application as offer. Your submitted Application, including the Platform Fee percentage entered on it, is an offer. It becomes binding only when Future.dev approves and countersigns it. The approved Application, together with the commercial values stated in it, is your "Commercial Schedule" and is incorporated into these Terms.

3.2 Platform Fee. "Platform Fee" means the percentage of Gross Client Payments retained by Future.dev, as stated on your signed Application or other signed agreement with Future.dev. "Gross Client Payments" means all amounts paid by Clients through the Platform on engagements involving you, net of payment-processing fees and refunds. The remainder after the Platform Fee is your "Developer Earnings," payable per the Payment Terms.

3.3 Confidentiality of the Commercial Schedule. Your Commercial Schedule — including your Platform Fee percentage — is Future.dev's Confidential Information. You will not disclose it to any Client or other third party, except to your professional advisors under confidentiality duties or as required by law with prompt notice to Future.dev. Disclosure to a Client is a material breach.

3.4 Changes. Changes to your rates apply prospectively to new engagements only and never modify in-flight Service Contracts or signed Order Forms. Changes to your Platform Fee require a written amendment signed by you and Future.dev.

4. Engagements; Service Contracts

4.1 When you accept an engagement — by signing an Order Form or by offering or accepting an engagement through the Platform (an "Accepted Offer," which is an "Order Form" for all purposes; formation occurs at the moment of Platform acceptance, and your clicks and submissions are electronic signatures and records under E-SIGN/UETA) — a contract forms directly between you and the Client on the Future.dev Service Contract Terms as supplemented by the Order Form; Future.dev does not sign Order Forms and is not a party to them, and is an intended third-party beneficiary of the Order Form provisions that reference it. You are solely responsible to the Client for the Development Services, and you acknowledge that Clients are told that claims relating to Development Services must be brought against you, not Future.dev. The Service Contract Terms are provided as a standard form for convenience; they are not legal advice, and you should consult your own counsel regarding any engagement. Engagement notices — including non-renewal — are given through the Platform's engagement-management function per the Service Contract Terms; using it is effective written notice to the Client on the date submitted, and hi@future.dev is the fallback relay channel if the function is unavailable.

4.2 Compliance frameworks; regulated data. You will not represent to any Client that the Services, Work Product, the Platform, or any infrastructure is compliant with SOC 2, ISO 27001, HIPAA, NIST CSF, PCI DSS, GDPR, or any other regulatory framework except as expressly stated in a signed Compliance Addendum, and you will not accept or perform work involving PHI or other regulated data absent that addendum and, for HIPAA, the Business Associate Agreements required by Service Contract Terms §5.5. You will not execute any BAA or compliance undertaking on behalf of, or purporting to bind, Future.dev. If a Client requests regulated work or introduces regulated data without the required addendum, you will notify Future.dev promptly, and you may decline, pause, or require removal of the regulated data without Platform penalty and without breaching the Service Contract.

4.3 Subcontracting. You will not subcontract or delegate any engagement, in whole or part, without Future.dev's prior written consent and the Client's consent under the Service Contract. You remain fully responsible for any approved subcontractor as if their acts were yours.

4.4 Performance. You will perform in a professional and workmanlike manner consistent with industry standards, meet the capacity commitments in each Order Form, and communicate through the Platform's tooling where required by trust-and-safety policies.

5. Intellectual Property

5.1 Assignment on payment. For each Service Contract, you hereby assign, and agree to assign, to the Client all right, title, and interest (including all intellectual-property rights) in the work product created for that Client, effective upon the Client's full payment for the billing period or milestone in which the work product was created, per the Service Contract Terms. You waive, and will cause your personnel to waive, moral rights to the extent permitted by law, and you will execute documents reasonably needed to perfect the assignment.

5.2 Background IP. You retain your pre-existing tools, libraries, and generalized know-how ("Background IP") disclosed in the applicable Order Form or your profile. To the extent Background IP is embedded in work product, you grant the Client a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it as part of the work product.

5.3 Open source. You will not incorporate software subject to copyleft or reciprocal-license obligations into any client deliverable without the Client's prior written approval, and you will comply with all applicable open-source license terms.

6. Confidentiality; Data Handling

6.1 You will hold in confidence all non-public information of Future.dev and of Clients, use it only to perform the applicable engagement, and not disclose it except to approved personnel bound by comparable duties. You are solely responsible for breaches by your personnel. Exclusions apply to information that is or becomes public without fault, was known without restriction, was rightfully received from a third party, or was independently developed as established by clear and convincing evidence. Compelled disclosures require prompt notice and cooperation. On request, you will return or certify destruction of confidential materials. You will not reverse engineer software disclosed to you.

6.1.1 Pre-engagement exchanges. Non-public information exchanged between you and a prospective Client through or in connection with the Platform while evaluating a potential engagement is confidential as between you and that Client, mutually, on the standards of this Section 6, whether or not a Service Contract forms. Solely to enforce this Section 6.1.1, each such Client is an intended third-party beneficiary of this Section, and you are an intended third-party beneficiary of the corresponding provision of the Client Platform Terms. The parties may additionally execute the Future.dev Client–Developer Mutual NDA template for heightened-sensitivity evaluations.

6.2 Customer Data — US only. "Customer Data" means personally identifiable information of any Client's or Future.dev's customers, users, or personnel, in any form. You will access and process Customer Data only as needed for the engagement, protect it with strict safeguards, and not access, store, or transfer Customer Data outside the United States.

6.3 No competitive use. You will not use Future.dev's or a Client's confidential information to develop competing products or services. Your general skills, experience, and know-how are not restricted.

7. Non-Circumvention

7.1 During your use of the Platform and for twenty-four (24) months after the later of (a) your introduction to a Client through the Platform or (b) the last payment between you and that Client through the Platform, you will not solicit, accept, or perform development work for that Client off-Platform, or accept payment outside the Platform for Platform-sourced relationships, except where the Client has paid the Conversion Fee under the Client Platform Terms or Future.dev consents in writing. 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 personnel, affiliates, agents, and successors, and you are responsible for their compliance.

7.2 Circumvention is a material breach. In addition to termination, Future.dev may recover from you the Platform Fees it would have earned on off-Platform amounts, plus the costs of investigating the breach (including the reasonable value of internal personnel time) and of enforcement and collection, including reasonable attorneys' fees, and may offset such amounts against payouts.

7.3 Reporting; no under-reporting. You will notify Future.dev promptly (hi@future.dev) if any Client suggests contracting, invoicing, or paying outside the Platform for a Platform-sourced relationship. You will not invoice, report, or state an amount lower than actually agreed, made, or received.

8. Vetting; Background Checks; Conduct

8.1 You consent to Future.dev's vetting, including verification of identity, credentials, and work history, and — where a consumer report is used — pursuant to the separate FCRA disclosure and authorization you sign. You will promptly update Future.dev on material changes.

8.2 Trust-and-safety standards (no fraud, no misrepresentation, no harassment, no unlawful work, no review manipulation, no malicious code) are conditions of Platform access. Future.dev may remove you from an engagement or the Platform for violations. These standards are platform-integrity requirements and do not constitute supervision or control of your work.

9. Payments; Taxes; No Payment Guarantee

Developer Earnings are paid per the Payment Terms (future.dev/legal/payment-terms): on a fixed weekly payout cycle, released seven (7) days after the close of each billing period, from cleared Client funds, through Future.dev's payment processor. Future.dev does not guarantee that any Client is able to pay or will pay, and Future.dev is not liable for, and may reverse or offset, amounts credited to you if the corresponding Client payment fails, is charged back, or is in default; your remedies for Client non-payment lie against the Client under the Service Contract and the Platform's dispute process. You will provide a valid Form W-9; Future.dev or its processor will issue required information returns (e.g., 1099). You are responsible for all your taxes, and for obtaining any liability, health, workers' compensation, disability, unemployment, or other insurance you need or that law requires — you are not covered by or eligible for any insurance or benefits from Future.dev.

10. Publicity; Reviews; Composite Information

Future.dev may identify you as a Platform developer in marketing unless you opt out by email to hi@future.dev. You request and agree that Future.dev may publish individual and composite feedback about you, including Client ratings of your work; such feedback is based on information Users submit, is not verified or endorsed by Future.dev, and you agree to notify Future.dev of any error in your feedback results, which Future.dev may otherwise rely on as accurate. You grant Future.dev a perpetual license to use reviews and profile content in operating and promoting the Platform. You will not use feedback or composite information about any person to make employment, credit, or similar decisions.

11. Term; Suspension; Termination; Release

Either you or Future.dev may terminate these Terms at any time on written notice; termination does not affect in-flight Service Contracts (which you must complete or transition per their terms), amounts accrued, or surviving sections. Future.dev may suspend or terminate immediately for breach, fraud, legal risk, or failed vetting. You are solely responsible for creating, storing, and backing up your business records; Future.dev has no obligation to store or provide copies of your content and no liability for deletion after closure. You agree that Future.dev may, where allowed by law, notify Clients who have engagements with you that your account has been closed and provide a summary of the reasons, without liability. Sections 1.2, 2.2, 5–7, 9 (as to accrued amounts), 10, and 12–15 survive.

11.1 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 release Future.dev and its members, managers, officers, employees, agents, affiliates, and service providers from all claims, demands, and damages of every kind, known and unknown, arising out of or connected with any dispute you have with any Client or other User — including disputes over payment, scope, or termination of engagements. To the extent applicable, you waive the protections of California Civil Code §1542 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.

12. 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 Development Services or work product, including IP-infringement claims; (b) your breach of these Terms or any Service Contract; (c) misclassification or employment-type claims arising from your misrepresentations or your treatment of your own personnel; or (d) your violation of law.

13. Disclaimers; Limitation of Liability

THE PLATFORM IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, Future.dev DISCLAIMS ALL IMPLIED WARRANTIES AND WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. Future.dev'S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE LESSER OF (a) $2,500 OR (b) THE PLATFORM FEES RETAINED BY Future.dev FROM YOUR ENGAGEMENTS IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. YOUR OBLIGATIONS UNDER SECTIONS 5–7 AND 12 ARE NOT SUBJECT TO THE CAP.

14. Dispute Resolution; Governing Law

Delaware law governs. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), not state law, and the arbitrator (not a court) has exclusive authority over disputes about its interpretation, enforceability, scope, or the arbitrability of any claim, except a court decides the enforceability of the class waiver. Except for small-claims matters and applications for injunctive or equitable relief (including for breaches of Sections 5–7, which may be brought in the state or federal courts in or nearest to Nashville, Tennessee), all disputes will be resolved by binding arbitration before a single AAA arbitrator under the AAA Commercial Arbitration Rules, seated in Nashville, Tennessee, on an individual basis only — no class or representative proceedings. Before filing, the claimant will give written notice of the claim and the parties will attempt informal resolution for sixty (60) days, including, on request, an individualized settlement conference with personal participation; this is a condition precedent enforceable by injunction, and settlement-offer amounts are not disclosable in later proceedings. If twenty-five (25) or more similar demands are filed or threatened by the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules (or successor procedures) apply, with a staged/bellwether process and tolling as described in the Client Platform Terms §15.2.2. All aspects of any arbitration are confidential. Claims not subject to pre-dispute arbitration under applicable law (including under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act) are excluded, and nothing prevents reports to or adjudications by government agencies. The prevailing party is entitled to reasonable attorneys' fees and costs, and a claimant bringing a frivolous or improper-purpose claim bears the responding party's reasonable fees and costs to the extent permitted by law. [Counsel note: confirm arbitration clause enforceability for contractor agreements in relevant jurisdictions.]

15. General

15.1 Assignment. You may not assign these Terms or any Service Contract without Future.dev's prior written consent. Future.dev may assign to an affiliate or successor.

15.2 Changes. Future.dev may modify these Terms and the Payment Terms at any time, in its discretion, by in-Platform notice (posting the updated version with a new version date and a conspicuous dashboard notice or login interstitial); you agree that in-Platform notice is reasonable and sufficient notice and waive any requirement of email or other delivery (Future.dev may optionally also email or require click-through). Changes are effective immediately on posting, except changes that materially reduce your rights or increase your obligations take effect no earlier than seven (7) days after notice. Continued Platform use after the effective date is acceptance; if you do not agree, your sole remedy is to stop using the Platform, subject to completing or transitioning 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 on your signed Commercial Schedule (including your Platform Fee) or on signed Order Forms, or amounts accrued before the effective date, and no modification of Section 14 (Dispute Resolution) applies to any dispute of which either party had notice before the modification's effective date, unless both parties consent in writing.

15.3 E-signatures binding; force majeure; severability; no waiver; entire agreement together with your approved Application/Commercial Schedule, the Payment Terms, and applicable Service Contracts; order of precedence: signed Commercial Schedule and Order Forms control over these Terms as to commercial values only.

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