Developer Agreement

1. Overview

This Developer Agreement ("Agreement") governs your participation as a developer in the SUMMON Marketplace operated by Unstuck Labs LLC ("Company"). By applying to or joining the SUMMON Marketplace, you agree to the terms below, as well as the general Terms of Service.

You acknowledge that you are an independent contractor and not an employee, partner, agent, or joint venturer of Unstuck Labs LLC. Nothing in this Agreement creates an employment relationship. You are responsible for your own taxes, insurance, and business expenses.

2. Eligibility & Verification

To join the SUMMON Marketplace as a developer, you must:

• Be at least 18 years of age.
• Have the legal right to work as an independent contractor in your jurisdiction.
• Complete our verification process, which may include identity verification, portfolio review, technical assessment, and background checks.
• Maintain an active Stripe Connect account for payment processing.
• Provide accurate information about your skills, experience, and availability.

We reserve the right to reject or revoke marketplace access at our discretion.

3. Service Standards

As a SUMMON Marketplace developer, you agree to:

• Respond to client messages within 4 hours during your stated available hours.
• Provide accurate time and effort estimates before beginning work.
• Deliver work that meets the agreed-upon specifications and quality standards.
• Communicate proactively about delays, blockers, or scope changes.
• Follow SUMMON's code quality guidelines and best practices.
• Maintain a professional demeanor in all client interactions.

4. Tier System

The SUMMON Marketplace operates a three-tier developer system:

• Verified: Entry-level tier. Developers who have passed initial verification and technical assessment. Access to standard marketplace listings.
• Expert: Mid-level tier. Developers with a proven track record on the platform, consistently high client ratings (4.5+), and at least 20 completed sessions. Access to premium listings and priority matching.
• Elite: Top-level tier. Developers with exceptional performance, 50+ completed sessions, 4.8+ rating, and demonstrated expertise. Access to exclusive high-value clients, featured placement, and highest credit rates.

Tier advancement is evaluated quarterly. Developers may be demoted if their performance metrics fall below tier requirements.

5. Payment Terms

Credits

Developer compensation is denominated in SUMMON credits. Credit rates vary by tier, project complexity, and session type. Rates are displayed to you before you accept any engagement.

Payouts

Payouts are processed weekly (every Friday) via Stripe Connect. The minimum payout threshold is 50 credits. Credits below the threshold roll over to the next payout cycle.

Stripe Connect

You must maintain an active Stripe Connect account in good standing. You are responsible for providing accurate banking and tax information to Stripe. Unstuck Labs is not responsible for payout delays caused by issues with your Stripe Connect account.

Taxes

As an independent contractor, you are solely responsible for all applicable taxes on your earnings. We may issue tax forms (e.g., 1099-NEC) as required by law.

6. Platform Fee

SUMMON charges a 20% platform commission on all marketplace transactions. This fee is deducted from the gross credit amount before your payout is calculated.

For example, if a client pays 100 credits for a session, you receive 80 credits (minus the 20% platform fee). The platform fee covers marketplace infrastructure, client acquisition, payment processing, dispute resolution, and platform maintenance.

We reserve the right to modify the platform fee with 30 days' written notice.

7. No-Show Policy

Reliability is critical to the SUMMON Marketplace. The following no-show policy applies:

• First no-show: Written warning and mandatory acknowledgment.
• Second no-show: 7-day suspension from accepting new engagements and potential tier demotion.
• Third no-show: Account suspension from the marketplace. Reinstatement is at our sole discretion and may require re-verification.

A "no-show" is defined as failing to attend a scheduled session without providing at least 2 hours' advance notice, or abandoning an active engagement without communication. Legitimate emergencies with prompt communication are handled on a case-by-case basis.

8. Confidentiality & NDA

By participating in the SUMMON Marketplace, you agree to the following confidentiality obligations, which constitute a non-disclosure agreement (NDA):

• You will treat all client code, business logic, designs, and project details as confidential information.
• You will not share, publish, or disclose client work to any third party without the client's explicit written consent.
• You will not use client code or business information for your own projects or for other clients.
• You will not retain copies of client code after the engagement ends, unless explicitly permitted.
• You will not use client work, non-public product plans, customer data, or business information to compete with, copy, or damage a client.
• These confidentiality obligations survive termination of this Agreement for a period of 2 years.

9. Intellectual Property

All deliverables created during a marketplace engagement are owned by the client. This includes code, designs, documentation, and any other work product created as part of the engagement.

You retain the right to use general knowledge, skills, and techniques gained during engagements. You may reference the engagement in your portfolio (e.g., "Built an e-commerce platform") without disclosing confidential details, unless the client requests otherwise.

Pre-existing intellectual property that you bring to an engagement remains your property. If you incorporate pre-existing IP into a deliverable, you grant the client a perpetual, non-exclusive license to use it as part of the delivered work.

10. Work Packs, Audit Logs & Verification

Each paid marketplace engagement may be connected to a SUMMON work pack. The work pack can include accepted scope, task records, session history, messages, approvals, repository references, payment events, dispute events, confidentiality acknowledgements, and intellectual property assignment records.

You agree that SUMMON may maintain these records to verify work, protect clients, protect developers, process payments, investigate disputes, detect fraud, and preserve accountability. You also agree that engagement events may be recorded using cryptographic hashes, timestamps, or smart-contract verification receipts where the Platform supports them.

Verification receipts are not permission to disclose private client information. You must not publish client code, credentials, project details, private messages, or business information unless the client gives explicit written consent.

11. Repository Access & Security

When working on a client project, you agree to:

• Use SUMMON-approved repository, fork, branch, pull request, or export workflows.
• Keep commits attributable to your own verified account and not impersonate another contributor.
• Request only the access needed for the engagement and respect revoked access immediately.
• Never copy, reuse, or retain client repositories outside the approved work flow.
• Never commit secrets, tokens, private keys, credentials, or client data unless explicitly instructed through a secure process.
• Return or delete local copies of client materials after completion when requested by the client or SUMMON.

12. Off-Platform Work

We understand that professional relationships develop naturally. SUMMON's policy on off-platform work is as follows:

• Freelance work: You are permitted to accept work from SUMMON clients outside the platform. However, any work initiated through SUMMON must be completed and paid through the platform.
• Full-time hire: If a client hires you as a full-time employee (directly or through their company), a one-time buyout fee of 500 credits applies, payable by the hiring party. This fee acknowledges SUMMON's role in facilitating the connection.
• Good faith: We ask that you not actively solicit clients to move off-platform during an active engagement. Doing so may result in account suspension.

13. Dispute Resolution

In the event of a dispute between you and a client:

• Step 1: Attempt to resolve the issue directly with the client through the Platform's messaging system.
• Step 2: If unresolved within 48 hours, either party may escalate to SUMMON's dispute resolution team.
• Step 3: Our team will review the engagement details, communications, and deliverables and issue a binding resolution within 5 business days.

SUMMON's dispute resolution decisions are final for matters within the platform (credit allocations, ratings, account actions). For legal disputes beyond the platform's scope, the governing law provisions in our Terms of Service apply.

14. Termination

Either party may terminate this Agreement at any time:

• By you: You may leave the marketplace at any time by completing all active engagements and notifying us. Pending payouts will be processed on the next regular payout cycle.
• By us: We may suspend or remove you from the marketplace for violations of this Agreement, the Terms of Service, or the Acceptable Use Policy. We may also terminate access for inactivity (no engagements for 6+ months).

Upon termination, your profile will be removed from the marketplace. Sections 8 (Confidentiality), 9 (Intellectual Property), 10 (Work Packs, Audit Logs & Verification), 11 (Repository Access & Security), and 6 (Platform Fee, for pending transactions) survive termination.

15. Contact

For questions about this Developer Agreement, contact us at:

Unstuck Labs LLC
Arlington, VA
Email: legal@unstucklabs.com