INDEPENDENT CONTRIBUTOR AGREEMENT
1. Nature of Relationship.
This Agreement, upon acceptance by Deseret Connect, establishes an "independent contractor" relationship between you and Deseret Connect, through which you may have the opportunity to prepare and deliver written or multimedia content to Deseret Connect, or provide editing services, from time-to-time under the terms of this Agreement. Additional terms and conditions, including deadlines, scope descriptions, and quality and delivery requirements will apply to any specific assignments or projects (each a "Project") that we offer or make available to you and that you undertake. We will communicate those additional terms and conditions to you in connection with the assignment or project, but under no circumstances will those additional terms and conditions modify, negate, or replace the terms of this Agreement.
Deseret Connect does not guarantee any minimum number of Projects pursuant to this Agreement. Deseret Connect may ultimately choose in its unbridled discretion to assign no Projects under this Agreement, or choose to request any number of Projects. This Agreement is not exclusive and does not prevent Deseret Connect from fulfilling its needs at any time with other independent contractors.
2. Project Delivery.
During the term of this Agreement, you may undertake Projects for us in any of the following ways:
We will occasionally email or post to our community of contributors requests for particular forms of content (e.g., articles, multimedia pieces, etc.), and you may submit requests for projects you are interested in doing; or
We may contact you to request that you undertake a particular project for us.
In either event, you will not be considered "contracted" for a Project until both you and Deseret Connect have specifically agreed in writing (which may occur via email or other electronic form of agreement) on the scope and other details of the Project.
3. Compensation; Contributor Status
Following acceptance of a Project, we will provide you the compensation agreed to pursuant to Section 1, which may include but is not limited to currency, ad revenue share or other negotiated terms. Your compensation for delivery of a completed Project to us will depend on your "Contributor Status." A description of "Contributor Status," including the relevant qualifications and compensation associated with your Contributor Status, may be found at our "Contributor Network" page. When we initially notify you that we have accepted your application to join our Contributor Network, we will also inform you of your initial Contributor Status. Changes to your Contributor Status will be governed by the terms and conditions listed in the Contributor Status section of our Contributor Network page. We reserve the right to modify the qualifications and compensation associated with any Contributor Status or our compensation approach at any time without notice to you, provided that you will be compensated for a particular project in accordance with the terms and scope (including compensation terms) that were applicable to that project at the time you undertook it.
4. Quality Standards.
Any Project you submit to us must comply with the quality, style, legal, and other standards set by Deseret Connect. You agree to complete the Project in a professional manner and within the level of care customarily observed by skilled professionals performing similar services. We reserve the right to modify any or all of those standards from time to time in our sole discretion.
5. Ownership of Project Content.
Unless otherwise specifically agreed in writing, you hereby agree that each Project you deliver to us will be original, solely created by you and deemed a "work made for hire" ordered by us. Deseret Connect will be deemed the sole author of the Project. You further agree that all content, intellectual property rights, or other rights associated with any Project that you deliver to us will be vested exclusively in us, with the right to make use of the Project anywhere in the world and to make changes and edits, in any manner, to the Project. To the extent that any Project is found not to be a "work made for hire" or any intellectual property or other rights are deemed not to have effectively passed to Deseret Connect by virtue of this section, you hereby assign all such rights to Deseret Connect and agree to take any necessary further action to secure the transfer of such rights to Deseret Connect. Deseret Connect grants you a royalty free, perpetual, nonexclusive, worldwide, non-transferable license to use and display the Project on a website, blog or other internet site owned and operated exclusively by you. If we reject a Project, all of your original rights in the Project created by you, will be held by you and not by Deseret Connect.
6. Promotional Materials.
You acknowledge that one factor in our decision to invite you to complete a particular Project or in our agreeing to your request to undertake a particular Project may be that you are recognized as an expert in a particular area or that you otherwise have achieved notoriety or established credibility that we believe may enhance the value of the Project to its ultimate reader, listener, or viewer. In any event, you hereby grant us a worldwide, royalty free, perpetual, non-exclusive license to use your name, likeness, and biographical information, as submitted to us with your application or as later submitted to us in accordance with the guidelines and requirements set forth in the "Promotional Materials" section of our Contributor Network page in connection with the content of any Project you submit to us.
7. Editing Process; Peer Review.
You agree that in connection with any Project you will participate in any editing and/or peer review process that we may require, in our sole discretion. To that end, you agree that any requested revisions will be made in a timely manner as requested by Deseret Connect. You acknowledge and agree that we may directly edit or revise the content of the Project, including using or repurposing all or part of the content and material in the Project. If requested by us, you will be available for and will cooperate with any peer-reviewing procedures and will supply us with any background, investigation, and research material you have collected or relied on in completing the Project.
8. Early Termination of a Project.
If a Project is rejected or terminated prior to completion by Deseret Connect, and we believe you have made a good faith effort to complete the Project, we may elect to pay you a "Termination Fee". The amount of the Termination Fee will be at the sole discretion of Deseret Connect.
This Agreement will begin when accepted by Deseret Connect and will continue perpetually until it is terminated by either party. Either party may terminate this Agreement for any or no reason by providing fifteen calendar days' advance written notice to the other party. Section 5 (Ownership of Project Content), Section 6 (Promotional Materials), Section 11 (Confidentiality), Section 12 (Limitation of Liability), Section 13 (Choice of Law), Section 17 (Unenforceability of Provisions), and any other term that should reasonably be construed as surviving the termination of this Agreement will survive termination.
10. Independent Contractor.
You shall be an independent contractor, and may be referred to from time to time, including but not limited to in this Agreement, as a freelancer, correspondent, contributor, peer team leader, editor, chief editor, etc. Nothing in this Agreement shall render you an employee, partner, agent of, or joint venturer with Deseret Connect for any purpose. You are not authorized to make any representation, contract or commitment on behalf of Deseret Connect. You shall not be entitled to any of the benefits that Deseret Connect may make available to its employees, such as insurance, profit sharing or retirement benefits. You shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to your performance of services and receipt of fees under this Agreement. Deseret Connect shall regularly report amounts paid to you as required by law. Because you are an independent contractor, Deseret Connect shall not (i) withhold or make payments for social security, (ii) make unemployment insurance or disability insurance contributions, or (iii) obtain or pay for worker's compensation insurance on your behalf. You hereby agree to indemnify and defend Deseret Connect against any and all such taxes or contributions, including penalties and interest.
You understand that you may receive access to our or our affiliated entities', confidential or proprietary information ("Confidential Information"). During the term of this Agreement, and for two (2) years after termination, you will not disclose or use our Confidential Information for any purpose other than as necessary to perform a Project.
12. Limitation of Liability.
Deseret Connect WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS), WHETHER OR NOT WE WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY FOR Deseret Connect, IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, SHALL BE THE AMOUNT PAYABLE BY US TO YOU UNDER THIS AGREEMENT.
13. Choice of Law/Venue
Laws of the State of Utah shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The sole and exclusive venue for any dispute between you and us arising from this Agreement shall be the federal and/or state courts located in Salt Lake City, Utah.
Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
This Agreement, and your obligations and rights under it, are specific to you, and you may not assign any of your rights under this Agreement, or delegate the performance of any of your duties hereunder, without our prior written consent.
16. Pseudonym/Anonymity/Plagiarism. You agree to abide by the following policies and procedures:
- a. Pseudonym policy: The use of a pseudonym or pen name, whether for a writer or a source, is prohibited in Deseret Connect. Members are expected to set up their publishing accounts under their legal name. Deseret Connect regularly audits the authenticity of membership accounts.
- b. Anonymity policy: Deseret Connect members may not use anonymous sources or sources disguised under a pseudonym. Our partner publishers believe transparency to our readers, viewers and listeners is critical to our mission of being trusted voices. Whether we're quoting an expert or a victim, a document or research study, it's essential that we operate and report in the open.
- c. Plagiarism policy: Deseret Connect strictly prohibits any form of plagiarism. Representing another's work as one's own, even if only for one image, or a sentence or two, is dishonest and indolent. Anyone found guilty of submitting plagiarized content will have his membership revoked. Deseret Connect management will also alert the original publisher and may assist the original publisher in carrying out legal action.
You will indemnify, defend, reimburse and hold harmless Deseret Connect, and each parent company, subsidiary, affiliate, division, officer, director, employee, contractor and agent of Deseret Connect, for, from and against any and all liabilities, claims and expenses of any type or nature, including costs and attorneys' fees, that arise from Your Content or a breach of this Agreement.
18. Entire Understanding
This document, as well as the TOU, PP and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. This Agreement applies to all Projects submitted to us by you. Both parties must agree to any modifications to this Agreement in writing.
19. Unenforceability of Provisions
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.