Please read these Naprok Terms and Conditions carefully because they contain important information about your use of Naprok, your legal rights and obligations, liabilities, and limitations. If you do not agree with one or more provisions of these Terms, please do not use Naprok.
1.1 These Naprok Terms and Conditions (the “Terms”) govern the access and use of the online platform https://naprok.com and the related services (collectively, “Naprok”) by an individual user or a business entity (the “User”, “you” or “your”). The Terms constitute a legally binding agreement between the User and the operator of Naprok Milestep LCC having a business address at 340 S Lemon Ave #8712, Walnut, CA 91789, the United States of America (“we”, “us”, or “our”).
1.2 About Naprok. Naprok is an online platform that facilitates the search, booking, and communication with software engineers all over the world. \ Naprok can be used by 4 types of Users, namely, (i) individuals and business entities looking for software engineers (the “Clients”), (ii) pre-approved software engineers offering software development services (the “Engineers”), (iii) Users that are responsible for managing the Engineers (the “Account Managers”); and (iv) Users affiliated with us that act on our behalf. The Engineers are selected and pre-approved by us; Naprok features profiles of the Engineers compiled on the basis of Engineers’ qualifications and experience.
1.3 Third parties. These Terms apply to your use of Naprok only. Unless otherwise provided by the applicable law, we are not responsible or liable in any manner for the acts and omissions of third parties, the quality of services provided by third parties, the content uploaded and published by the Users or third parties on Naprok, and security and privacy practices deployed by the operators of third-party websites, applications, and services referred to from Naprok.
1.4 License to use Naprok. We grant you a personal, revocable, non-exclusive, non-transferable, and limited license to use Naprok pursuant to these Terms.
1.5 Minors. Naprok should not be accessed and used by persons under the age of 18
1.6 Disclaimer. Although we regularly monitor the information available on Naprok, we do not guarantee the truthfulness, reliability, currency, relevance, and completeness of all information available on Naprok. Further, we are not responsible for the correctness, legality, and suitability of any information and content provided by the Users through Naprok.
1.7 Support. Any requests for customer or technical support should be addressed to us by email at contact@naprok.com. We will respond to support enquiries without undue delay and no later than 2 business days.
1.8 Privacy. We are committed to protecting your right to privacy and complying with applicable data protection laws. Therefore, before using Naprok, you are strongly encouraged to review our privacy policy available at https://naprok.com/privacyPolicy(the “Privacy Policy”) and our cookie policy available at https://naprok.com/cookiePolicy, which explain in detail our practices and procedures pertaining to the processing of your personal data.
2.1 Types of the Account. To use the full functionality of Naprok, the User is required to sign up by creating a user account (the “Account”). There are 3 types of Accounts available on Naprok:
2.2 Registration of the Account. The Account can be registered by submitting the requested information, accepting these Terms, and reviewing the Privacy Policy. If the User does not agree with one or more provisions of the said documents, the User is not allowed to register the Account; by registering the Account, the User acknowledges and agrees that the User has read the said documents. We may monitor and review new Accounts and refuse the registration of any Account at our sole discretion. By completing the registration of the Account, the User acknowledges, agrees and warrants that:
2.3. Security of Account. In order to complete the registration of the Account and ensure its security, you are required to use a strong password. If you choose otherwise, you will not be able to complete the registration of your Account. You are also solely responsible for (i) maintaining the security of your login details, (ii) all activities that occur under your Account, and (iii) any other actions taken in connection with your Account. You must immediately notify us of any unauthorised use of your Account or any other breaches of security. You are responsible for using secure Internet connection and protected networks when accessing Naprok. We cannot and will not be liable for any loss or damage resulting from your failure to take precautions, as necessary to protect yourself and your devices on which you use Naprok from viruses, malware, worms, Trojan horses, and other harmful or destructive content
2.4. Authorisation to create the Account. An individual acting on behalf of a business entity (the “Entity”) in accepting these Terms warrants and undertakes that the individual has the requisite power and authority to act on behalf of the Entity and bind the Entity to these Terms. y creating the Account and providing the details of the Entity, the individual confirms that the individual is an authorised employee, contractor, or representative of the Entity and has the necessary rights and authority to act on behalf of the Entity. We are not responsible in any manner and bear no liability for User’s activities carried out without such authorisation. Moreover, the Entity is responsible for obtaining all necessary authorisations, certificates, licences, business registrations, undergoing verifications, and acquiring professional liability insurance policies enabling the Entity to provide services through Naprok.
2.5. Deletion of the Account. At any time, you may delete the Account through the “Settings” functionality of the Account or by contacting us directly. Upon deletion of the Account, these Terms shall terminate.
2.6. Suspension and termination of the Account. We may suspend, disable, or delete your Account (or any part thereof) if we have a reason to believe, at our sole discretion, that you have violated any provision of these Terms or that your conduct tends to damage our reputation and goodwill. If we delete your Account for the foregoing reasons, you may not re-register. We may also suspend or terminate the Account upon a lawful request of a public authority.
1.1. The Fees. Some of the services offered on Naprok (e.g., Naprok Pro) are subject to the applicable service fees (the “Fees”) payable by the User on a subscription basis. The schedule of the Fees is communicated to the User personally. The Fees exclude service fees payable by the Clients to the Engineers for the provided services under the Service Contracts (as defined hereunder). Unless indicated otherwise, the Fees include applicable sale tax. The Fees are charged automatically on a monthly basis, unless cancelled earlier by the User. By concluding a service contract with us for the paid services, the User agrees to pay the Fees in accordance with these Terms, the terms and conditions of the respective Fees, and other terms and conditions in force at the moment the service contract is concluded. The Fees remain valid for as long as (i) User’s subscription lasts or (ii) as communicated by us. The Fees are subject to a change without a prior notice. Any changes to the Fees will be made available to the User and, if necessary, we will request the User to provide consent to the amendments of the Fees.
1.2. Payment. All payments related to Naprok are processed by our third-party payment processors, including PayPal, Stripe, TransferWise, and Payoneer (the “Payment Processors”). The Payment Processors may collect some personal data from the User, such as User’s name, credit card number, and billing address, which will allow them to make payments requested by the User. The Payment Processors handle all steps in the payment process through their systems, including data collection and data processing, subject to their individual terms and policies. The User is responsible for ensuring that all payment information is correct and the funds necessary for paying the Fees are available. The User agrees not to hold us liable for payments that do not reach us because the User has quoted incorrect payment information or the Payment Processors refused the payment for any other reason.
1.3. Free Trial. We offer a 14-day trial period for Naprok Pro (the “Trial Period”). The Trial Period is not subject to the Fees and we will not make any charges for the Trial Period. The Trial Period shall commence automatically after the User orders Naprok Pro. The Trial Period can be cancelled at any time before the Trial Period expires. Upon expiration of the Trial Period, unless cancelled earlier by the User, the subscription plan chosen by the User shall commence, subject to the applicable Fees.
1.4. Technical steps to conclude a service contract. The User that would like to conclude a paid service contract with us needs to: (i) visit Naprok; (ii) register the Account by submitting the requested personal data; (iii) choose the applicable subscription plan; and (iv) provide the required payment information. The User will be able to identify and correct any input errors prior to clicking on the “Pay” button. After the User clicks on the button “Pay” and the payment is completed, we will send a confirmatory email informing the User about the order. By clicking on the button “Pay” and receiving a confirmatory email, the User concludes a service contract in English with us on the basis of these Terms. The details of the specific service contract will not be filed by us and, therefore, the specific contract will not be available to the User. However, if the User does require any information regarding the order, the User can consult the Account or contact us directly.
1.5. Cancelling the Fees. The User is entitled to cancel then-current subscription plans and the Fees related thereto at any time though the Account or by contacting us directly. No Fees paid for the respective subscription plan shall be returned to the User. After the cancellation of User’s subscription plan becomes effective, no further Fees shall be charged to the User.
1.6. Refunds. Taking into account that we offer a free Trial Period, we do not provide refunds for the Fees paid. If the User is not satisfied with Naprok and there is a reason to believe that the quality of the services is impaired due to our fault, we may, after carefully assessing the issue and in our sole discretion, issue partial or full refunds to the User. The situations in which we may consider issuing refunds include: (i) if the services provided though Naprok are impaired due to technical issues that cannot be solved in a reasonably timely manner; (ii) we materially breach these Terms; or (iii) we fail to provide the services as agreed to with the User. In order to terminate the service contract and receive a refund, the User must contact us and explain User’s concern in detail. If the User qualifies for a refund, we will issue the refund by using the same payment method that the User used to make the payment, unless the User expressly requests otherwise.
1.7. Access to your GitHub repositories. By using Naprok Pro, you grant our third-party AI service provider Google TensorFlow access to your GitHub repositories for the purpose of training the AI. We shall not disclose any information in the repositories any third parties or use them for purposes other than the training of the AI.
1.1. Naprok facilitates the communication between the Engineers and the Clients (collectively, the “Contractors”), including supporting the formation of service contracts between the Contractors (the “Service Contracts”). Unless otherwise provided in the Terms, we do not intervene into the communication between the Contractors as well as negotiation, conclusion, and execution of the Service Contracts. Our responsibilities with regard to the Service Contracts are limited to (i) facilitating the availability of Naprok, (ii) conducting screening and pre-approval of the Engineers, (iii) providing general project management services, and (iv) serving as the limited payment collection agent of each Engineer for the purpose of accepting payments from the Clients on behalf of the Engineers. By using Naprok, the Client acknowledges and agrees that the Engineer and not us is solely responsible for providing the services under the Service Contracts.
1.2. Entering into the Service Contracts. If the Contractors decide to enter into the Service Contract through Naprok, the Service Contract is the contractual relationship between the Contractors and the Contractors have complete discretion with regard whether to enter into the Service Contract and the agreed terms of the Service Contract. The Contractors acknowledge and agree that we are not a party to the Service Contract and the formation of the Service Contract does not create employment, partnership, joint venture, or other service relationships between the Contractors and us. The Contractors may enter into any agreements as they deem to be appropriate (e.g., a confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand these Terms.
1.3. By concluding the Service Contracts, the Client acknowledges and agrees that the Client is purchasing services from the respective Engineer and not directly from us, and the Engineer is solely responsible for delivering those services. Therefore, for any specifics related to the Service Contracts, the Client is requested to contact the respective Engineer.
1.4. We are not a party to the Service Contracts and, therefore, we will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the Service Contracts and any business transactions made between the Contractors as a result of their interactions through Naprok.
1.5. The Engineers are solely responsible for:
1.6. Naprok provides general information about the Engineers and displays profiles created by the Engineers. We do not endorse any Users and Naprok features only a limited list of the Engineers that is compiled by us on the basis of the profiles of the Engineers and updated from time to time.
1.7. Although we require providing only true, accurate, correct, and up-to-date information through Naprok, we do not guarantee that any information, accreditation, and personal data provided by the Contractors is true, accurate, correct, and up-to-date.
1.8. We make no warranties regarding any information or services provided by the Engineers through Naprok and any transactions carried by the Contractors through Naprok.
1.9. The Clients are solely responsible for carrying out appropriate checks regarding the Engineers, including their relevant trade and industry accreditations, qualifications, and legal authorisations prior to concluding the Service Contracts. No references provided by us or the Users in relation to any User of Naprok (e.g., reviews, comments, and ratings) represent endorsement, certification or guarantee about any User, as well as the information or services provided by that User. We strongly encourage the Users not to conclude any Service Contracts if the Users have any doubts or concerns.
1.10. Unless stated otherwise in the Terms, we are not responsible for any disputes that arise between the Contractors, nor we are obliged to receive or process, complaints against the Users or resolve disputes between the Users or the Contractors, unless the complaint concerns the performance of our legal or contractual obligations under these Terms.
1.11. Confidentiality. The Contractors agree to hold in confidence and not disclose to others any proprietary information related to the Service Contracts, including, but not limited to, business, technical, or financial information disclosed by us or the Contractors. The Contractors further agree not to use the said proprietary information for any purposes other that the Service Contract to which such information relates.
1.12. Non-solicit. The Clients agree that, within the term of the Service Contract and for a period of 24 months following the termination of the Service Contract, for any reason whatsoever, the Clients will not solicit, divert or attempt to hire away the Engineer s outside Naprok, as well as our or Engineers’ employees, customers or clients for a similar or competing business.
1.13. Payments under the Service Contracts. Any payments made by the Client to the Engineer, including the advanced payments, shall be transferred to the Engineer by using the payment details provided by the Engineer (e.g., a bank account number or a PayPal account) without undue delay and no later than 5 business days from Engineer’s request to transfer the funds. The payment may be suspended or cancelled if the Client communicates in writing its objection to the services provided by the Engineer (the “Dispute”). If the Dispute is raised by the Client, the Account Manager shall act as a mediator assisting in resolving the dispute amicably. The payments related to the Dispute shall be allocated after the Dispute is resolved.
1.14. Payouts to the Engineers. If you use Naprok as the Engineer, you acknowledge and agree that: (i) any payment made by the Client to the Engineer through Naprok shall be considered as payment by the Client directly to the Engineer; (ii) you will not charge the Client any additional fees, unless agreed otherwise between you and the Client; (iii) we accept payments from the Clients as your limited payment collection agent; (iv) our obligation to pay you is subject to and conditional upon successful receipt of the associated payments from the Client; and (v) we are not responsible for transferring you the funds that have not been successfully obtained from the Clients.
1.15. All payments made in relation to the Service Contracts must be made through Naprok. Any encouragement or solicitation to transfer payments directly to the Engineer outside Naprok is a violation of these Terms. The Client agrees to immediately notify us if the Engineer requests the Client to make any payments outside Naprok. If the Engineer breaches these Terms or the Service Contract, the Client may request us to replace the Engineer with the Engineer having similar qualifications and experience, provided that all fees due are paid in full by the Client.
1.1. Naprok may contain links to websites and services that are owned, operated and controlled by third parties. Please be aware that we are not responsible for any business or security practices employed by such third parties. We encourage you to be aware when you leave Naprok and ask you to assess carefully each and every website or service that you access.
1.1. When using Naprok, you are required to follow our guidelines outlined in this section 8. Please be advised that we work closely with law enforcement and we report any inappropriate content that may infringe applicable laws.
1.2. You are not permitted to use Naprok in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):
1.3. Reporting inappropriate content. If you think that some of the content available on Naprok is inappropriate, infringes these Terms, applicable laws, or your right to privacy, please contact us immediately by email at contact@naprok.com. If any content or User is reported as inappropriate, we will immediately delete such content from Naprok and investigate the conduct of the reported User.
1.1. Most of the content made available on Naprok is owned by us, our partners, agents, licensors, vendors, and/or other content providers (“Our Content”).Our Content includes, but is not limited to, text, images, audiovisual content, source code, trademarks, service marks and trade names. Our Content is protected by the applicable intellectual property laws and international treaties.
1.2. The User is not allowed, without obtaining prior written authorisation from us, to:
1.3. Naprok brand. The User many not use the Naprok brand, the trademarks associated with Naprok or third-party trademarks with a prior consent of a trademark owner. The User may not use such brands and trademarks in any way that suggests that we sponsor, endorse, or associate with the User without obtaining prior written consent from us.
1.4. Third-party intellectual property. The User-Generated Content, some of the trademarks, and other intellectual property featured on Naprok may be owned by third parties. Such third-party intellectual property does not belong to us and it remains the sole property of the respective third-party proprietors. You agree not to violate such third-party property. We will not access or use such intellectual property for the purposes other than ensuring the provision of our services through Naprok.
1.5. These Terms do not transfer to you any intellectual property owned by us or third parties, and all rights, titles, and interests in and to such property will remain solely with us or respective third-party proprietors.
1.6. Copyright infringement claims. If you have any grounds to believe that any content made available through Naprok violates your or third party’s intellectual property rights, please contact us and express your concerns or request to remove the allegedly infringing content. We will reply to the copyright infringement claim as soon as possible but no later than 2 weeks. Before sending your claim to us, please make sure that you sign it and include information that would allow us to locate the allegedly infringing content.
1.1. You agree that your use of Naprok is solely at your own risk. You agree that Naprok is provided on an “as is” and “as available” basis and we hereby expressly disclaim all warranties of any kind, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
1.2. We make no warranty that Naprok will meet your requirements or that Naprok will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of Naprok or as to the accuracy or reliability of any information obtained through Naprok or that defects in Naprok will be corrected
1.1. To the fullest extent permitted by applicable law, in no event will we, our affiliates, founders, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages, including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity, however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if we have been advised as to the possibility of such damages or could have foreseen such damages.
1.2. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the limitation and exclusion of this section 11 may not apply to you
1.3. By using Naprok, you acknowledge that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of such third-party suppliers may be outside of our control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
1.1. We put reasonable efforts to ensure that Naprok is always accessible. However, the availability of Naprok may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, or force majeure events, including, but not limited to: acts of God; strikes; work stoppages; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; shortage of supply; and breakdowns. We take no responsibility for the unavailability of Naprok caused by such factors. If you encounter problems while using Naprok, please contact us immediately.
1.2. We reserve the right, in our sole discretion, to change, modify, suspend, or discontinue any aspect of Naprok and any services provided through it at any time, including Naprok’s technical features, content, databases, availability, and specifications of the required equipment. We may also impose limits on certain features of Naprok or restrict your access to parts or all of Naprok without notice or liability.
1.1. You agree to indemnify and hold us and our affiliates, founders, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to the User-Generated Content, your use of Naprok or any wilful misconduct on your part.
1.1. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such a provision shall nonetheless be enforceable to the fullest extent permitted by the applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. The validity and enforceability of the remaining provisions shall not be affected as a result.
1.1. The formation, interpretation, and performance of these Terms and any disputes arising out of the Terms shall be governed by the substantive and procedural laws of the state of California, the United States of America, without regard to its rules on conflicts or choice of law.
1.2. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in California, the United States of America.
1.3. Nothing herein prevents the User or us from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.
1.1. You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations under these Terms, in whole or in part, without our prior written consent, which shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void.
1.2. We reserve the right to assign any of our rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of our assets or stock or as part of a merger.
1.1. Term. These Terms enter into force on the date the User accepts the Terms and remain in force until terminated by us or the User stops using Naprok. We reserve the right, at our sole discretion, to terminate the Terms and provision of Naprok at any time by informing the User. User’s rights under these Terms will be automatically terminated if the User does not comply with any provision of these Terms. Upon termination of the Terms, all legal rights granted to the User pursuant to the Terms will terminate and the User shall stop using Naprok.
1.2. Breach of the Terms. If we believe, at our sole discretion, that the User violates these Terms and it is appropriate, necessary or desirable to do so, we may:
1.3. Merger or acquisition. In the event we, during the term of these Terms, are acquired, merged, or we sell all or substantially all of our assets, these Terms shall not automatically be terminated and we agree to use our best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms.
1.1. We reserve the right to modify these Terms, Naprok policies, any services provided through Naprok, and our business practices (including marketing policies) at any time, effective upon posting of an updated version of these Terms through Naprok and sending you a notification (if we have your email address).
Your continued use of Naprok after any such changes shall substitute your consent to such changes. If you do not agree with one or more provisions of the updated Terms, you are requested to stop using Naprok.
If you have any questions, suggestions, or concerns about these Terms or your use of Naprok, please feel free to contact us.
Email: contact@naprok.com
Postal address for communication: Milestep LCC, 340 S Lemon Ave #8712, Walnut, CA 91789, the United States of America
Phone number: +38 (063) 31 25 695