This ChaCha Guide Independent Contractor Agreement (the "Agreement") IS HEREBY MADE between ChaCha Search, Inc. and ("You") as set forth below according to the following terms, conditions, and provisions:
1. Definitions. For purposes of this Agreement:
(a) "ChaCha" means ChaCha Search, Inc., d/b/a ChaCha, a Delaware corporation;
(b) "Service Platform" means the ChaCha web site (currently www.chacha.com), and any successor or related web site;
(c) "Services" means any service You provide, in Your capacity as a skilled and experienced Internet researcher or facilitator, directly to Users through the Service Platform;
(d) "Affiliate" means any entity controlled by, in control of, or under common control with ChaCha;
(e) "User" means any person who uses the Service Platform and who originates a search query; and
(f) "Guide" means You, an independent contractor, in connection with Your use of the Service Platform to perform Services for a User.
2. Policies and Procedures. ChaCha has a compelling interest in the accuracy, speed, consistency and reliability of the Services provided by Guides as finished products furnished to Users. As such, although You are an independent contractor, You are bound by all applicable policies and procedures that appear on the Service Platform (collectively, the "Policies"), which are hereby incorporated by this reference into, and made part of, this Agreement. These Policies may change from time to time and ChaCha will provide You with written notice of changes, generally within twenty-four (24) hours prior to such changes taking effect. If You choose not to accept such changes to the Policies, You may terminate the Agreement as provided in Section 16.
3. Guide Handbook. ChaCha will provide a handbook for Guides regarding use and content of the Service Platform ("Guide Handbook"). The Guide Handbook contains suggestions and best practices for performing Services, but conformance with the recommendations of the Guide Handbook is not mandatory. ChaCha may change the Guide Handbook from time to time, and need not give notice thereof to You.
4. Work To Be Performed. Guides are highly skilled and subject-specific professionals who work for themselves as independent contractors utilizing their specialized knowledge and skills to provide Services to Users. Guides obtain this knowledge and skills through their own investment of time and personal education. You agree to perform Services for Users such as locating and delivering information in the form of hyperlinked results or text in response to search queries originated by Users, and/or interacting with Users via telephone, e-mail, SMS, IM or other means. You may provide the Services on such schedule as You designate at Your own discretion, in accordance with Your own needs and commitments. In addition, You may obtain assistance of others You designate, at Your discretion and at Your expense, in connection with the Services You provide. ChaCha provides an interactive environment through which Guides can interact with Users to search for, retrieve and deliver information to Users. ChaCha and its Affiliates are not involved in any interactions between Users and Guides and do not control or direct the method, manner or means of the Services provided. You may use Your own creativity and knowledge to provide answers to Users. As a result, ChaCha has no control over You or the quality, safety or legality of the Services, or over Your ability to provide the Services to a User's satisfaction. ChaCha is not responsible for the actions of any User or Guide. You are solely responsible for maintaining the secrecy and security of Your password and any use of or action taken under Your account and password on the Service Platform.
5. Term of Agreement. Subject to Section 16, the period within which Services are to be rendered under this Agreement will be one (1) year, commencing on the date this Agreement is fully executed. This Agreement will automatically renew for two (2) successive one (1) year periods on each anniversary date hereof unless You or ChaCha provide the other with written notice of intent not to renew this Agreement, at least ten (10) days before the expiration of the term.
6. Terms of Payment. ChaCha will pay You a fee per transaction completed in accordance with the payment schedule stated in with the Policies. ChaCha shall pay You generally once per month by electronic transfer, provided the balance due exceeds one-hundred dollars ($100) or such other threshold as described in the Policies. You may elect to receive Your compensation through alternative means as described in the Policies. You may be required to provide personally identifying information ("Personal Information") to ChaCha as further described in the Policies. All such Personal Information may be used and retained by ChaCha for any purposes consistent with the ChaCha Guide Policy.
7. Work Product. You agree that all work product resulting from any Services performed or any other work or materials created for use on the Service Platform or otherwise ("Work Product") is deemed a "work made for hire" for the benefit of ChaCha and all ownership rights, including worldwide intellectual property rights, shall vest with ChaCha immediately upon Your performance of the Services. To the extent any such rights do not vest in ChaCha under applicable law, You hereby assign or grant (without any additional compensation) all right, title and interest in and to the Work Product or any other rights arising from the Services to ChaCha. You acknowledge and accept ChaCha's intellectual property rights in the Service Platform and other intellectual property as described in the Policies and agree not to take any actions which could interfere with ChaCha's intellectual property rights in any manner whatsoever.
8. No Reimbursement of Expenses. ChaCha will not be liable to You for any expenses paid or incurred by You unless otherwise agreed in writing by an authorized representative of ChaCha.
9. Equipment, Tools, Materials, Assistants, and Location. You will supply, at Your sole expense, all equipment, tools, materials, services or supplies that You may need to act as a Guide. The selection of all such items and assistants is at Your discretion. You have the discretion to make such level of investment You believe is appropriate for You to provide the Services. You control the location from which You provide the Services, which may be designated by You at Your discretion.
10. Federal, State, and Local Payroll Taxes. You acknowledge that You are an independent contractor, not an employee of ChaCha, and You are not entitled to any employment rights or benefits from ChaCha. No federal, state, local income or payroll tax will be withheld or paid by ChaCha on behalf of You or Your employees.
11. Your Tax Duties and Liabilities. You understand that You are responsible to pay, according to law, Your income tax (plus any business tax or license fee that may be applicable to You). You further understand that You may be liable for self-employment (Social Security) tax to be paid by You according to law.
12. No Fringe Benefits. Because You are engaged as an independent contractor, You are not eligible for, and will not participate in, any employee pension, health, or other fringe benefit plan offered to employees of ChaCha.
13. Non-Disparagement. During the term of this Agreement, neither You nor ChaCha may make any disparaging statement about the other party (including, without limitation, ChaCha, its Affiliates, or any of their respective directors, officers, employees or agents).
14. ChaCha is Not Responsible for Unemployment Compensation or Workers' Compensation. You agree not to make any claim for unemployment compensation or workers' compensation claiming that ChaCha is Your employer. You are not an employee of ChaCha. If such a claim is made in violation of this Agreement, ChaCha will inform any inquiring state governmental agency that You are not an employee of ChaCha, but an independent contractor. You will comply with all unemployment compensation law and workers' compensation law concerning You and Your employees. As You are an independent contractor, no workers' compensation insurance will be obtained by ChaCha for You or Your employees. ChaCha's payments to You do not constitute "employment income" and You agree not to list income from ChaCha in any claim for unemployment compensation or workers' compensation that You file.
15. Disputes between Users and Guides. ChaCha does not and shall not direct the method, manner or means by which Guides perform Services for Users. ChaCha is not involved in the actual transactions between Guides and Users, and ChaCha shall not be responsible for or involved in resolving any disputes that may arise between Users and Guides related to or arising out of the Services.
16. Termination. Either party may terminate this Agreement without cause upon giving ten (10) days prior written notice to the other of intent to terminate. The parties will deal with each other in good faith during the period after such notice is given. With reasonable cause, either party may terminate this Agreement, effective immediately, upon giving notice of termination for cause. Reasonable cause includes, but is not limited to, a material violation of this Agreement by either party or a violation of the Policies by You. Although this Agreement requires no maximum or minimum amount of work, if You have no activity on the Service Platform for a period of thirty (30) days, this Agreement may be terminated by written notice from ChaCha.
17. General Release. You hereby release ChaCha and its Affiliates (and their respective employees, directors, officers, agents and representatives) from any and all claims, demands, and damages (actual, consequential and otherwise) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including claims for compensation (other than compensation to which You are entitled) arising out of or in any way connected with Services, materials or Work Product submitted by You or by another at Your direction, and any dispute between one or more Users, Guides, or other Users of the Service Platform.
18. Indemnification. You agree to indemnify, defend, and hold harmless ChaCha and its Affiliates from and against any and all losses, demands, claims, damages, expenses, judgments, or liabilities, including, but not limited to, costs, attorneys' fees, taxes, fines, penalties, interest or any other awards which they may incur, suffer, or be required to pay in connection with the defense or settlement of any action, suit, or proceeding based upon general liability, or any other claims brought by any person, entity, or organization arising out of any breach of this Agreement by You or any negligent, wrongful or unlawful act or omission on Your part.
19. Non-Waiver. The failure of either party to exercise any of its rights under this Agreement for a breach thereof will not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
20. Performing Services for Other Providers. ChaCha strongly encourages You to develop Your knowledge and expertise regarding subject areas and research methods by contracting with other companies and firms and performing other work, whether or not such work is competitive with ChaCha. ChaCha does not seek to have nor does it want an exclusive relationship with You.
21. Warranties. You represent and warrant to ChaCha that Your performance of the Services does not and shall not violate any express or implied obligations that You have to any other individual or entity, including without limitation any employer, educational institution, research service or other organization.
22. Service Platform Warranty Disclaimer. The Service Platform is provided on an "AS IS" basis. To the fullest extent permitted by applicable law, ChaCha makes no representations or warranties of any kind, express or implied, including without limitation: (1) any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement; or (2) that the Service Platform, shall meet Your requirements, shall always be available, accessible, uninterrupted, timely, secure, operate without error, or shall contain any particular features or functionality. Any material downloaded or otherwise obtained from the ChaCha web site or through the Service Platform is accessed at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system or loss of data that results from downloading any such material. You agree that ChaCha has the right at any time to modify or discontinue, temporarily or permanently, the Service Platform (or any part thereof) with or without notice. You agree that ChaCha shall not be liable to You for any modification, suspension, or discontinuance of the Service Platform.
23. Relationship of the Parties. You are an independent contractor, not an agent or employee of ChaCha. You have no authority to enter into contracts or agreements on behalf of ChaCha. This Agreement does not create a partnership between the parties.
24. Confidential Information. You agree not to disclose any Confidential Information (as defined below) to any other person or entity. You also agree that You will use Confidential Information solely for ChaCha's benefit and solely in connection with performing the Services. "Confidential Information" means any and all confidential or other information, including trade secrets, whether or not originated by You, ChaCha or its Affiliates, that is provided to or obtained by You that relates to the business of ChaCha or its Affiliates. In the event You are required by judicial, administrative or other legal process to disclose any Confidential Information, You shall immediately notify ChaCha in writing and assist ChaCha (at ChaCha's expense) in seeking a protective order or other appropriate remedy, as determined by ChaCha, to safeguard the Confidential Information.
25. Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, including, without limitation, Sections 6, 7, 14, 15, 17, 18, 22, 24, 25, 29 and 30 shall survive the termination of this Agreement.
26. Compliance with Law. You shall not provide any Service that violates any applicable Federal, state or local law. You declare that You have complied with all federal, state, and local laws regarding business permits, certificates, and licenses that may be required to carry out the work to be performed under this Agreement.
27. Notices. All notices from ChaCha relating to this Agreement shall be sent by e-mail or shall be posted on the Service Platform. ChaCha shall send notices to You at the e-mail address You provide to ChaCha in Your account information. All information that You provide to ChaCha must be accurate, including the e-mail address registration information. You are responsible for keeping such information up-to-date and must provide changes promptly to ChaCha using the Service Platform. You must send notices to ChaCha at the current e-mail address published on the Service Platform. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the day after transmission if properly addressed to the intended recipient.
28. Assignment. This Agreement may not be assigned by either party, in whole or in part, except with the written consent of the other party. Subject to the foregoing, this Agreement shall be binding on each party's permitted successors and permitted assigns.
29. Choice of Law. The provisions of this Agreement and any dispute under this Agreement or related to it will be decided in accordance with the laws of the State of Indiana.
30. Arbitration. You agree that any action arising out of or relating to this Agreement shall be submitted to confidential arbitration in Indianapolis, Indiana, in accordance with the commercial rules of arbitration of the American Arbitration Association then in effect, except that, to the extent You have in any manner violated or threatened to violate ChaCha's intellectual property rights or Your obligations with respect to ChaCha's Confidential Information, ChaCha may file an action seeking injunctive or other appropriate relief in any state or federal court of competent jurisdiction in any state, and You consent to the personal and exclusive jurisdiction and venue in such courts, and You waive any right to a jury trial in connection with any such action. The arbitrator's award shall be final, binding and conclusive upon the parties to this Agreement, except that such decision may be appealed pursuant to the Federal Arbitration Act or similar applicable state statute.
31. Entire Agreement. This Agreement and the general terms and conditions of the Service Platform, including all Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. The section titles in this Agreement are for convenience only, and have no legal or contractual effect.
32. Severability. If any part of this Agreement shall be held unlawful, void, or for any reason unenforceable, the remaining provisions of this Agreement will nevertheless remain in full force and effect.
33. Amendments. This Agreement may be supplemented, amended, or revised only in writing by agreement of the parties unless otherwise specified in this Agreement.
34. Acknowledgements. By the signature below, You acknowledge and warrant that prior to signing, You have read this Agreement in its entirety, understand it, and You were afforded the opportunity to have the Agreement reviewed by legal counsel. You understand that this contractual relationship is an independent contractor relationship.
Updated on: 18 March 2009
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