Last updated November 15, 2021
This is the current Independent Contractor Agreement between Chatty LLC dba Chatty (“Company” or “We” or “Us”), registered Customers (“You, “you”, “user”, “member”, or “customer”), and registered Creatives (“You”, “you”, “user”, “contractor”, “editor”, “crew member”, or “creative”). By using this Website, you agree to be bound by the terms and conditions under this agreement. The relationships between the Company, Customers, and Contractors are governed by this agreement, Terms of Service, and Privacy Policy.
Chatty connects Customers with a professional team of editors and editorial creatives (collectively “Contractors” or “Creatives”) who will complete Requests (“Requests”, “Projects”, or “Orders”) for Customers. Chatty acts as a “middle man” between Customers and Creatives participating on our Website. Creatives provide unlimited services to Customers for a fixed monthly payment. Creatives complete Requests based on the priorities set by Customers. There are no guarantees that all Requests will be completed by Creatives within a single month, nor are there guarantees provided by Chatty or Creatives to Customers around Request delivery deadlines.
Creative(s) have the ability and capacity to provide one or several of the following services: developmental editing, structural editing, copy editing, proofreading, writing coaching, and other services. Customer desires to retain Creative(s) to provide said services under the terms and conditions hereinafter set out, and Creative(s) are willing to perform such services.
This Agreement shall be effective as of the date of the registration of a Chatty account by Creative(s), and will continue in effect until this Agreement or a Creative’s Chatty account (described below) is terminated as provided in this agreement (the “Term”). Creatives can terminate their Chatty account at any time by giving Chatty written notice of cancellation. Section 2.6 below shall survive the termination of this Agreement until Creative(s) are paid in full for services completed prior to termination of this Agreement.
To be able to provide Services to Customers that register with Chatty, Creatives must register for an account with Chatty by registering as a service provider within the Chatty Website (“Chatty Account”) and providing certain information about themselves as prompted by the Chatty registration process, including their first and last name, a valid email address at which Creatives can receive email, and a valid postal address at which Creatives can receive mail. Creatives agree to provide services that have been assigned to them by Chatty via the Chatty Account. By registering their Chatty Account, Creatives agree to be bound by the terms and conditions of this Agreement.
Creatives agree that, during the Term, Creatives will provide the Services to the Customers directly that are assigned to them and have been accepted by them via Chatty Account, under the terms and requirements of such assignments, including the timeline of completing the assignment, as it may be modified from time to time. Creatives must maintain regular contact with Chatty for Request clarification, guidance, and issue resolution. Creatives will communicate with Chatty project managers (the “Project Manager”) as Creative’s Chatty contact. Project Manager will support and guide Creatives’ provision of Services and coordinate Creatives’ efforts with Customers and/or other Creatives to complete the tasks and Requests assigned to them in a timely and professional manner. Failure to complete assigned Services shall be, at the sole discretion of Chatty, cause for termination of this Agreement.
Creatives will determine the method, details, and means of performing the above-described Services, unless otherwise provided in this Agreement. Project Manager may provide support to Creatives to perform the Services.
Creative agrees to devote sufficient time and effort per each Request under separate or the same assignment, project, or task to perform the Services. Timeline of each project will be agreed before the project starts.
In consideration for Creatives’ Services, Chatty shall pay Creatives on a weekly basis via Stripe or Wise. Details of payments for each Customer and Request will be agreed upon in advance by both Chatty and Creative.
Creative will be responsible for all expenses incurred in performing Services under this Agreement, unless otherwise agreed and approved by Chatty or Creative in writing, prior to incurring any such expenses.
Chatty may provide you with use of email and chat support services, instant messaging services, chat areas, calendars, or other messages designed to enable you to communicate with Chatty, Customers, and other parties, such as project managers (“Communication Services”).
You hereby consent to the following communications from the Company: (i) telephone calls, text messages, and/or email from Chatty regarding the Services, and (ii) information about the Chatty’s upcoming Services.
In addition, you agree that you will not:
Chatty has no obligation to monitor the Communication Services but reserves the right to review materials posted to the Communication Services and to remove or censor any material in its sole discretion.
Work requests made by Customer outside the scope of the applicable Request will be quoted at a separate rate and agreement.
As part of this job, Creatives are creating “work product” for Customers. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Creative works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Creative hereby gives the Customer this work product once the Customer pays for it in full. This means the Creative is giving the Customer all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Customer will be the sole owner of it. The Customer can use the work product however it wants or it can decide not to use the work product at all. The Customer, for example, can modify, destroy, or sell it, as it sees fit. All work, including edits, notes, and research, remains the exclusive property of the Creative until the Customers’ account is paid in full. Once the Customer pays all fees due under this Agreement, any copyright the Creative may have in the product developed under this Agreement will transfer to the Customer.
Chatty and Creatives will not provide support for any Request once the Customer accepts it unless otherwise agreed in writing.
Once the Creative gives the work product to the Customer, the Creative does not have any rights to it, except those that the Customer explicitly gives the Creative here.
During the course of this project, the Creative might use intellectual property that the Creative owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Creative is not giving the Customer this background IP. But, as part of the Agreement, the Creative is giving the Customer a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Customer’s products and services. The Customer may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 12.1 (Assignment)). The Customer cannot sell or license the background IP separately from its products or services. The Creative cannot take back this grant, and this grant does not end when the Agreement is over.
The Creative may need to use the Customer’s intellectual property to do its job. For example, if the Customer is hiring the Creative to build a website, the Creative may have to use the Customer’s logo. The Customer agrees to let the Creative use the Customer’s intellectual property and other intellectual property that the Customer controls to the extent reasonably necessary to do the Creative’s job. Beyond that, the Customer is not giving the Creative any intellectual property rights, unless specifically stated otherwise in this Agreement.
Creative may represent, perform Services for, and contract with as many additional agencies, clients, persons, or companies. Notwithstanding the foregoing, Creative shall obtain Chatty’s prior written consent before engaging with any entity or person whose business is in any way competitive with Chatty’s business. Such prior written consent of Chatty can be withheld by Chatty in its sole and absolute discretion. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to Chatty’s products or services. A competitor is also a third party that plans to do any of those things. If the Creative uses employees or subcontractors, the Creative must make sure they follow the obligations in this paragraph, as well.
Creative acknowledges and agrees that Chatty’s revenue is derived from its receipt of Customer Payments made through the Site. Therefore, for 12 months from the time this Agreement ends (the “Exclusivity Period”), you must use the Chatty Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with Customers or arising out of your relationship with Customers (the "Chatty Relationship"). Upon termination of these Terms, the Creative agrees to discuss with Chatty the most appropriate, Customer-focused transition plan.
The Creative also agrees not to:
(a) Encourage Customer employees or service providers to stop working for the Customer.
(b) Encourage Customers to stop doing business with Chatty.
(c) Solicit active or prospective Customers of Chatty business of a nature that is similar to Chatty’s business.
(d) Hire anyone currently or previously employed by Chatty or any Customers for which Creative has performed Services during the Exclusivity Period.
The one exception is if the Creative puts out a general ad and someone who happened to work for the Customer responds. In that case, the Creative may hire that candidate. The Creative also promises that it won’t do anything in this paragraph on behalf of itself or a third party.
You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact.
(b) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
(c) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
(d) Invoice or report on the Site or request an invoice or payment amount lower than that actually agreed between Chatty and Creative.
You agree to notify Chatty immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: help@chatty.so.
This section contains important promises between the parties.
Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
The Creative promises that it owns the work product, that the Creative is able to give the work product to the Customer, and that no other party will claim that it owns the work product. If the Creative uses employees or subcontractors, the Creative also promises that these employees and subcontractors have signed contracts with the Creative giving the Creative any rights that the employees or subcontractors have related to the Creative’s background IP and work product.
The Creative promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
The Creative promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Creative has the right to let the Customer use the background IP, and that this Contract does not and will not violate any contract that the Creative has entered into or will enter into with someone else.
Chatty promises to review the work product prior to delivering to Customers, to be reasonably available to the Creative if the Creative has questions regarding this project, and to provide timely feedback and decisions.
By using this Website, Creative grants to Chatty a perpetual, royalty-free, irrevocable right and license to use, publish and broadcast, and to authorize others to do so, the name, nickname, initials, autograph, facsimile signature, photograph, likeness, and biographical information of Creative (the “Creative Persona” or “Chatty Profile” or “Crew Profile”) on any media, now known or later discovered, in connection with the business of Chatty, including without limitation via Chatty’s online and mobile social media channels, websites and emails, and in broadcast and printed collateral or advertisements to advertise, publicize, and promote the business of Chatty (the “Designated Use”). Chatty will have the right, but not the obligation, to make public announcements concerning Creative’s affiliation with Chatty.
Creative acknowledges that in order to use Chatty’s or its Customer’s name, tradename, logo, or any project or service completed under this Agreement for marketing or other purposes, Creative shall first obtain Chatty’s and such Customer’s prior written consent. Such prior written consent of Chatty can be withheld by Chatty in its sole and absolute discretion.
This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in fourteen (14) days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 12.4. The Creative must immediately stop working as soon as it receives this notice, unless the notice says otherwise. Chatty will pay the Creative for the work done up until when the Contract ends and will reimburse the Creative for any agreed-upon, non-cancellable expenses. No refunds will be provided for completed work.
The following sections don’t end even after the Contract ends: 3 (Ownership and Licenses); 4 (Exclusivity); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
Chatty is hiring the Creative as an independent contractor. The following statements accurately reflect their relationship:
Creatives may, at Creative’s own expense, use any employees or subcontractors as Creative deems necessary to perform the Services required of Creative by this Agreement. Customer may not control, direct, or supervise Creative’s employees or subcontractors in the performance of those Services. By using Creative’s services, Customers consent to Creative’s ability to use subcontractors for provision of Services. Notwithstanding the foregoing, Customers may send a written request to the Creative with respect to the subcontractors that the Creative uses for the specific project. After their due diligence, Customers may send reasonable written requests to Creative not to use or stop using a certain subcontractor for a specific project.
Creative agrees to provide workers’ compensation insurance for Creative’s employees and agents and agrees to hold harmless and indemnify Chatty for any and all claims arising out of any injury, disability, or death of any of Creative’s employees or agents.
This Contract imposes special restrictions on how Chatty, the Customer, and the Creative must handle confidential information. These obligations are explained in this section.
While working for the Customer, the Creative may come across, or be given, Customer information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Creative promises to treat this information as if it is the Creative’s own confidential information. The Creative may use this information to do its job under this Contract, but not for anything else. For example, if the Customer lets the Creative use a customer list to send out a newsletter, the Creative cannot use those email addresses for any other purpose. The one exception to this is if the Customer gives the Creative written permission to use the information for another purpose, the Creative may use the information for that purpose, as well. When this Contract ends, the Creative must give back or destroy all confidential information, and confirm that it has done so. The Creative promises that it will not share confidential information with a third party unless the Customer gives the Creative written permission first. The Creative must continue to follow these obligations, even after the Contract ends. The Creative responsibilities only stop if the Creative can show any of the following: (i) that the information was already public when the Creative came across it; (ii) the information became public after the Creative came across it, but not because of anything the Creative did or didn’t do; (iii) the Creative already knew the information when the Creative came across it and the Creative didn’t have any obligation to keep it secret; (iv) a third party provided the Creative with the information without requiring that the Creative keep it a secret; or (v) the Creative created the information on its own, without using anything belonging to the Customer.
It’s possible the Customer and the Creative each have access to confidential information that belongs to third parties. The Customer and the Creative each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Customer or the Creative is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
This section transfers certain risks between the parties if a third party sues or goes after the Customer or the Creative or both. For example, if the Customer gets sued for something that the Creative did, then the Creative may promise to come to the Customer’s defense or to reimburse the Customer for any losses.
In this Contract, the Creative agrees to indemnify Chatty (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Creative has done under this Contract; (ii) a breach by the Creative of its obligations under this Contract; or (iii) a breach by the Creative of the promises it is making in Section 5 (Representations).
In this Contract, Chatty agrees to indemnify the Creative (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by Chatty of its obligations under this Contract.
The Creative makes no guarantee or representation whatsoever about the number of leads, sales, conversions, clickthroughs, impressions, or any return on investment resulting from the Creative’s work with Chatty or the Customers.
This Contract applies only to Chatty and the Creative. The Creative cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving Chatty’s written permission. In contrast, Chatty may assign its rights and delegate its obligations under this Contract without the Creative’s permission. This is necessary in case, for example, another Customer buys out one of Chatty’s Customers, or if the Customer decides to sell the work product that results from this Contract.
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
To change anything in this Contract, Chatty and the Creative must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
The laws of the state of Colorado govern the rights and obligations of Chatty and the Creative under this Contract, without regard to conflict of law principles of that state.
This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Chatty LLC
PO Box 100723
Denver, CO 80250
United States
Phone: +1-720-213-6407
Email: help@chatty.so
