These Terms of Service constitute a legally binding agreement between you and Numerade Labs, Inc. By entering into this Agreement, and/or by using the Numerade Educator Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. You acknowledge and agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration.
The Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and The Parties therefore agree as follows:
1.1. This Agreement takes effect immediately, and remains in full force and effect until the Contractor has completed the Services (the "Term"), unless earlier terminated under this Section 1.
1.2. The Company may terminate this Agreement and the Contractor’s employment at any time with or without cause, with or without advance notice, and at the company’s sole and unreviewable discretion. Either party may immediately terminate this Agreement and the Contractor’s employment upon written notice to the other party.
1.3. Should the Contractor be found in violation of the terms of agreement, including, but not limited to, creating duplicate accounts, using other Contractors to create content, purposefully uploading blank videos or other fraudulent misuse of the platform will be in violation of the terms and result in forfeiture of any and all payments for previously approved videos.
2.1. During the Term, the Company may engage the Contractor to provide the following services as needed (the "Services"), or other such services as mutually agreed upon in writing by the Parties (email is acceptable):
2.2. The Contractor shall provide the necessary equipment to perform the Services. If the Contractor has obtained employees or agents (the "Contractor Personnel"), the Contractor shall be solely responsible for all costs associated with the Contractor Personnel.
2.3. As a result of providing the Services, the Contractor or Contractor Personnel may create a certain work product (the "Work Product").
2.4. The work performed by the Contractor shall be performed at an agreed upon rate per problem solved and approved. Rates are subjected to change at any time. The Contractor is also eligible for various bonus and incentive programs from time to time. The Company shall remit payment to the Contractor upon successful completion of assigned questions and after internal accuracy and quality review every 3 weeks. Successful completion of the problems means accurate and clear explanations of each problem. Only videos that meet Numerade’s quality standards will be submitted for payment. All content created by Contractor must be Contractors’ original work, if Contractor’s work content is proven to be plagiarized, Contractor will be immediately terminated without any compensation.
2.5. The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.
3.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of the Company. Nothing contained in this Agreement will be construed to create the relationship of employer and contractor, principal and agent, partnership or joint venture, or any other fiduciary relationship.
3.2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
3.3. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.
3.4. For UK contractors:
4.1. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a "work made for hire," within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Company's complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and assign to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit. All work created by the Contractor as part of this contract will be 100% owned by the Company.
4.2. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal.
5.0. Representations. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
6.0. Indemnification. The Contractor shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement.
7.1. Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, contractor and customer information, and internal process and operations, and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.
7.2. Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
8.0. Liability. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
9.0. Disclaimer of Warranty. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.
10.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties.
10.2. The contractor agrees to work for Numerade and none of its competitors that create related content for students. Contractor will not create any content for any of Numerade’s competitors. Numerade reserves the right to deem related companies as competitors if they reasonably meet the criteria as such.
10.3. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable).
10.4. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
10.5. This Agreement shall not be assigned by either party without the express consent of the other party.
10.6. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
10.7. The contractor acknowledges and agrees that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. By agreeing to the Terms of Service, you agree that you are required to resolve any claim that you may have against Numerade Labs, Inc. on an individual basis in arbitration, and not as a class, collective, coordinated, consolidated, mass and/or representative action. This Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass and/or representative action against Numerade Labs, Inc.
10.8. This Agreement is governed by and construed in accordance with the laws of the State of California without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of California. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF CALIFORNIA.