Welcome to Chatty!
Thanks for thinking of us for your next editorial hire. We know you're chomping at the bit to get going — but before we get started, we need to go through a few important points.
These Terms of Service (the "Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", the "User") and Chatty LLC ("Chatty", “we”, “us”, or “our”), concerning your access to and use of the https://chatty.so website and all related subdomains as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”) and including any content, functionality, and services offered on or through the website (together with its related subdomains and social media pages) (together, the “Services,” defined below), and your access and usage of Services on Chatty, either as a guest (with limited rights), registered Customer (“You,” “you,” “user,” "Client," or “Customer”) or registered Contractor (“You,” “you,” “user,” “Contributor”, or “Creative”).
We are registered in Colorado, United States and have our registered office at PO Box 100723, Denver, CO 80250. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
If you are using Chatty or our Services on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to these Terms of Service. We may issue you additional terms if you are a commercial entity, accordingly.
YOU UNDERSTAND THAT BY USING THE CHATTY PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE CHATTY PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
Chatty has created a marketplace to connect Clients and Contributors using the Chatty Platform.
Chatty has created a marketplace (the “Platform”) to connect Clients with Contributors and enable Clients and Contributors to buy and sell editorial services (the “Services”) online. Clients post Project Requests through the Platform and invite Contributors to accept. Invited Contributors may choose to complete these Project Requests in return for compensation specified by the Client (the “Project Fee”). Project Requests may include one or more steps, milestones, or tasks (the “Steps”). If a Contributor accepts a Client's Project Request, a service contract (the “Project”) is formed directly between the Client and Contributor as per Section 3 of these Terms.
Chatty and the Platform operate solely to introduce Clients to Contributors and to facilitate payment for your purchase of Services from Contributors. Chatty is not a service company and does not provide services or manage individual Contributors or their work, in any manner. We do not guarantee that any Contributor will be available to meet your specific requirements. While we make reasonable efforts to vet the Contributors that use our Platform, we cannot guarantee the suitability of any Contributors for a Client’s specific needs or guarantee the quality, accuracy, and timeliness of any Contributor’s Services provided to Clients. Chatty does not direct and has no control over delivery of any Specialist’s Services, and for purposes of these Terms the Contributors are not to be deemed Chatty’s personnel or subcontractors. We encourage Clients to research any Contributor before accepting their Services.
Clients and Contributors expressly acknowledge, agree and understand that:
The Chatty Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.
Clients and Contributors agree that they are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to CDN or U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
Unless otherwise indicated, the Site and Platform is Chatty’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site and Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to Chatty’s, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. Chatty reserves all rights not expressly granted to you in and to the Platform, the Content and the Marks.
You also grant us the perpetual right (but not the obligation) to use your name and/or company logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as an individual or organization that utilized our Services. If you choose to submit a testimonial to our website, or through email, you grant us permission to republish the testimonial on our website, social media, email, and other marketing channels not listed herein.
You may revoke both the Portfolio Rights License and promotional rights to use your name and/or company logo at any time by sending written notice to email@example.com. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.
Chatty expects a consistent and high level of courtesy, respect and professionalism from all of its Clients and Contributors toward each other. Clients and Contributors agree to use good judgment when posting information, comments, or other content regarding other Clients and Contributors, Chatty or any third party anywhere within the Chatty Platform. Clients and Contributors may be held legally responsible for damages suffered by other Clients and Contributors, Chatty or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Chatty Platform. All Clients and Contributors are to comply with all laws applicable to them or to their activities, and with all posted Chatty Policies, which are hereby incorporated into this Agreement by reference. These policies may be modified from time to time at Chatty’s discretion, and the currently effective policies will be deemed to be part of this Agreement.
When submitting any content to or otherwise using the Chatty Platform, you agree not to post or transmit to or from the Chatty Platform:
You will not access (or attempt to access) the Chatty Platform by any means other than the interface provided, and you will not use information from the Chatty Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Chatty Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services.
You do further hereby agree to use the Chatty Platform for lawful purposes only, and not for any immoral or harmful activities. You agree that you will not do any of the following while using or accessing the Chatty Platform:
Chatty is not legally responsible for any remarks, information or other content posted or made available on the Chatty Platform by any Client or Contributor or third party, even if such information or content is defamatory or otherwise legally actionable. Chatty is not legally responsible for any negative outcome of the relationship between Clients and Contributors. Chatty is not responsible for and does not monitor or censor content for accuracy or reliability. However, Chatty reserves the right to remove or restrict access to any information or content posted or made available on the Chatty Platform if ordered to do so by a government authority or if Chatty considers such information or content to be in violation of this Agreement, or to be unlawful, immoral or harmful.
All projects posted to Chatty must be in English and not contain any information enabling or requesting contact or payment outside of the Chatty Platform. Project postings must be of a professional nature and accurately describe the Services requested. They should be free of offensive language or advertisements for other products or services. The Client shall not submit Project Requests for any content or Deliverables that are unlawful, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or that violates intellectual property rights, copyrights or the terms of service of another service, product or website. Project postings that involve exposure to content of an adult or potentially offensive nature should notify potential readers in the title of the job posting. All Deliverables are provided “AS IS” by Chatty and Chatty makes no warranty regarding such Deliverables.
All identity information associated with a Chatty Client and Contributor account must be real and verifiable. Each Chatty Client and Contributor account must be used by only one person, and each person is allowed to use only one Client and Contributor account. Chatty reserves the right to validate Client and Contributor information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Client and Contributor’s identity. You authorize Chatty, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial instruments. Failure to provide information about you and your business when requested is a violation of this Agreement.
The Client and Contributor is solely responsible for ensuring and maintaining the secrecy and security of the Client and Contributor’s Chatty account password. Clients and Contributors agree not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Chatty. You must notify Chatty Support (firstname.lastname@example.org) immediately if you suspect that your password has been lost or stolen.
By using your Chatty Client or Contributor account, you acknowledge and agree the Chatty’s account security procedures are commercially reasonable. You may not allow third parties to use this password to perform any action, including but not limited to, posting jobs, applying for jobs or performing Services under your Chatty Client and Contributor account.
Chatty has the right, but not the obligation, to suspend or cancel your access to the Chatty Platform if it believes that you have violated or acted inconsistently with the letter or spirit of these Terms or violated our rights or those of another party. Without limiting Chatty’s other remedies, Chatty may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Chatty Platform to you if (a) you breach any terms and conditions of these Terms or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Clients or Contributors, or for Chatty.
Once suspended or terminated, you MAY NOT continue to use the Chatty Platform under a different account or re-register under a new account. If you attempt to use the Chatty Platform under a different account, we reserve the right to reclaim available funds in that account and/or use any available payment methods to pay for any amounts outstanding.
In addition, violations of these Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your Contributor or Client account is canceled, you may no longer have access to any parts of the Chatty Platform, including data, messages, files and other material you keep on Chatty. All intellectual property provided by Clients for the purposes of completing projects will be returned by Contributors immediately upon termination.
Within the Chatty Platform, Clients create and post Project Requests and invite Contributors to accept. Each Project Request will specify (a) the form, length, and/or content of one or more requested Deliverables (the “Deliverable” or “Step”), (b) the Contributor who should be assigned to each Deliverable, (c) the amount of the Project Fee to be paid by the Client to the Contributor with respect to such Deliverable or Step, and (d) whether the Client will acknowledge the Contributor’s authorship of or contribution to any Deliverable upon publication of such accepted Deliverable.
Project Requests on Chatty can be organized on either (a) a Fixed-Price agreement, (b) a monthly or weekly Retainer agreement, or (c) an Hourly agreement. Project Requests may include one or more steps, milestones, or tasks (the “Steps”). Invited Contributors may choose to complete these Project Requests and/or Steps in return for compensation specified by the Client (the “Project Fee”). Contributors may choose to accept or reject any Project Request or individual Project Step.
If a Contributor accepts a Client's Project Request, or if a Client accepts a Contributor’s amended Project Request, a service contract (the “Project”) is formed directly between the Client and Contributor. By accepting a Project Request, the Contributor is attesting that he/she/it has the skills and ability to perform the requested Services by the deadline stated in the Project Request. Chatty reserves the right (but not the obligation) to verify the skill and ability of the Contributor.
Once the Project Request has been accepted by both parties, the Client will place the Project Fee in a secure holding account managed by Chatty. Contributor and Client agree and authorize Chatty to hold the Project Fee in a secure holding account through the term of the Project. When the Project or Project Step is completed, the Contributor will request that the Client release the Project Fee or portion of Project Fee for the Step from the secure holding account. If the Client approves the work, Chatty will release the Project Fee to the Contributor. Once the Project Fee is released to the Contributor, the Project will end.
Once the Project Request has been accepted by both parties, the Client will fund a deposit equivalent to the hourly Project Fee multiplied by the weekly hourly limit agreed to between Contributor and Client (“Hourly Project Deposit”). Contributor and Client agree and authorize Chatty to hold the Hourly Project Deposit in the secure holding account through the term of the Hourly Project. Contributor agrees to accurately report hourly invoices by billing hours worked under the Account of the User that worked the hours, which will be made accessible to Clients via the Platform. Client agrees to separately fund payments to Contributor on a weekly basis based on Contributor’s Deliverable of weekly work diary entries (“Hourly Project Work Diaries”). If Client approves the submitted hours, Chatty will release the Hourly Project Funds to Contributor two days following the Hourly Invoice Deadline (Sunday at 23:59 MT).
Once the Project Request has been accepted by both parties, the Client will fund a deposit equivalent to the monthly or weekly Project Fee agreed to between Contributor and Client (“Retainer Project Deposit”). Contributor and Client agree and authorize Chatty to hold the Retainer Project Deposit in the secure holding account through the term of the Hourly Project. Retainer agreements will automatically renew each month until canceled by the Client, the Contributor, or by Chatty as per these Terms. Upon renewal, Chatty will release the Project Fee for each month to the Contributor.
Clients are typically required to accept or reject Deliverables, or request alteration thereto, within seven (7) business days of Contributor’s Deliverable thereof to Clients. Contributor’s Deliverable shall be deemed to have been submitted as of the date upon which it is received by Client.
If Client fails to render a decision in regard to Contributor’s Deliverable within such seven (7) business days of receipt of Contributor’s Deliverable, then Chatty will typically require the Client to deem the Deliverable to have been accepted. Clients shall retain the sole and exclusive right to reject Deliverables insofar as such Deliverables do not comply with Clients’ instructions, deadlines, standards, or criteria as dictated by Client, or for any other reason in Clients’ sole discretion. Both Chatty and Client may terminate any Project at any time prior to Clients’ final and unconditional acceptance of Contributor’s Deliverable.
The Client is responsible for providing all tools and resources necessary to complete the Project, unless explicitly stated in advance by the Client. Contributors agree to respond to all Client communications and requests for information within 24 business hours where possible. If the Contributor will be unable to meet this requirement due to a planned absence, he/she/it is expected to notify the Client at least 1 week prior.
After the completion of a Project, Contributors can provide timely, honest and objective reviews and feedback to the Client, and Clients can provide timely, honest and objective reviews and feedback to the Client. Chatty may use these reviews and feedback to improve the quality of its Platform and offered Services.
Contributors agree to respond to Client communications and requests for information within 72 business hours. If the Contributor will be unable to meet this requirement due to an absence, he/she/it is expected to notify the Client at least 1 week prior. If this does not happen to the satisfaction of Chatty, or if a Project is delayed by more than 14 days from the delivery date, Chatty has the right, at its sole and absolute discretion, to put the project under Project Protection, determine fair compensation, and disperse funds between the parties as it sees fit, without Chatty incurring any liability whatsoever.
Under Hourly and Retainer Agreements, either Client or Contributor has the right to terminate the Project after providing any agreed-upon notice, or immediately on the end date specified in the Project terms and/or upon completion of the Project Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Service Fees for any Contributor Services provided prior to termination of the Agreement.
Under Fixed-Price Agreements, once a Client’s Payment Method has been charged to fund the secure holding account for the Project, absent a full refund to Client by Contributor, the Agreement does not terminate until the Project Services are completed. However, either Client or Contributor has the right to terminate a Fixed-Price Agreement at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Agreement is terminated, Client does not have the right to recover any payments already released to Contributor from the secure holding account for the Project, or Service Fees already paid to Chatty as part of the Project.
Clients and Contributors agree that all Projects and Agreements between any Client and Contributor shall (a) name Chatty as an express third party beneficiary under the Project (but not as a party to that agreement); and (b) make no representations or warranties or enter into any projects on behalf of Chatty.
In return for providing Clients with access to the Site and related Site Services, Clients are charged a payment processing and administration fee on each payment made on a Project (the "Service Fee"). This Service Fee is equal to 20% of Clients’ total payments, unless Chatty advises the Client and Contributor in advance as to a different fee. It is calculated by taking the Client’s total take-home amount and multiplying by 1.20. Project Fees will be clearly displayed on the Platform before entering into a Project. If no fee is stated at the time of entering into a Direct Contract, then no Payment Fee will be charged.
Under Hourly or Retainer Agreements, Chatty will charge the Service Fee based on hours and expenses recorded by a Contributor as of the Hourly Invoice Deadline (Sunday at 23:59 MT) each week.
Under Fixed-Price Agreements, Chatty will immediately charge the Project Fee and associated Client Service Fee on the amount and at the time a Client funds a Project or Step. Client authorizes and instructs Chatty to automatically charge and deduct the Client Service Fee from Client’s balance or saved payment method.
At its sole discretion, Chatty may offer Clients a different Service Fee rate; any such rate must be explicitly communicated or agreed by an authorized representative of Chatty via email or a written agreement.
All Client Service Fees are non-refundable, whether or not Projects were satisfactorily completed.
Chatty does not charge Contributors a service fee.
At its sole discretion, Chatty may offer Clients a different Service Fee rate; any such rate must be explicitly communicated or agreed by an authorized representative of Chatty via email or a written agreement.
Accounts on Chatty can be designated as either (a) Pay-as-you-go (“PAYG”) accounts, or (b) Post-pay (“Enterprise”) accounts.
PAYG accounts provide Clients with access to a secure holding account (the “Individual Balance”) where Clients may choose to deposit (“Top Up”) funds from which they can pay for Fixed-Price, Hourly, or Retainer Projects. Chatty will also provide Clients with additional team Contributors a shared balance (the “Account Balance”) that can be used across multiple users. Client agrees and authorizes Chatty to hold Balances in a secure holding account until spent or withdrawn by the Client. Balances do not expire and can be withdrawn by Clients at any time.
Post-pay (“Enterprise”) accounts provide Clients with flexible billing options and schedules. Enterprise billing cycles are determined on a case-by-case basis, and will be outlined in a written Enterprise Service Agreement.
Both PAYG and Enterprise Clients may view a history of Account transactions by logging in to the Platform. All amounts paid by a Client shall be paid through the Chatty Platform to Chatty as the Contributor’s agent, and a Client’s obligation of payment to a Contributor is met when payment is made to Chatty.
Within seven (7) days following Client’s full payment to Chatty of the applicable Project Fee for Contributor’s Deliverable, Chatty shall credit Contributor’s Account with the amount of such payment. Contributor compensation is normally processed weekly two (2) days following the Hourly Invoice Deadline (Sunday at 23:59 MT). Chatty reserves the right to adjust compensation payment schedules at any time.
Chatty warrants that (i) all Services will be provided with reasonable skill and care conforming to generally accepted industry standards and (ii) for a period of seven (7) days following the initial delivery of any Deliverable to Client, the Deliverable will perform in conformity with the specifications set forth and described in the applicable Project, in all material respects. Such warranty does not apply to any Deliverable that has been damaged, altered or used or maintained or stored other than in conformity with these Terms and the applicable Project.
Client must report any deficiency in Deliverables or Services to Chatty in writing either:
For any breach of the above warranties where Client notifies Chatty within the above period, Chatty will, at its option and at no additional cost to Client:
The remedies set out in this subsection are Client’s sole remedies for breach of the above warranties. Client will provide Chatty with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects.
For purposes of this warranty, Chatty cannot review Projects or Steps already marked as complete by both parties, work completed outside of the Project scope, and Projects where funding has not been transferred in Chatty. Chatty’s Project Protection resolutions are final, non-reversible, and Chatty shall not be liable to either of the parties.
From time to time, we may refuse a refund request if, in our sole discretion, we find evidence of fraud, refund abuse, or other manipulative behavior. Promotions, upgrades, adjustments to existing plans, and previously-charged Service Fees are non-refundable.
If a Client fails to pay amounts due under these Terms, whether by canceling a Client’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, a Client must reimburse the Contributor for amounts due upon demand, plus any applicable Service Fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.
Chatty uses a third-party payment processor (the “Payment Processor”) to link credit card accounts to the Chatty Platform. Client hereby authorizes Chatty (and its Payment Processor) to run credit card authorizations on all credit cards provided by the Client, to store credit card details as Client’s method of payment for Projects, and to charge the Client’s credit card (or any other form of payment authorized by Chatty or mutually agreed to between the Client and Chatty).
The processing of payments or credits, as applicable, in connection with your use of the Chatty Platform will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. Chatty is not responsible for any errors by the Payment Processor.
Client shall be solely and exclusively responsible for the payment of required federal, state and local taxes arising from or relating to the Services rendered hereunder, except for taxes related to the net income of Chatty and any taxes or obligations imposed upon Chatty under federal, state and local wage laws.
Except pursuant to the Buyout Policy in Section 4.8 below, Clients shall make all payments relating to, or in any way connected with, a Project or Agreement through the Chatty Platform. Any action that encourages or solicits complete or partial payment outside of the Chatty Platform is a violation of these Terms.
Should a Client be found in violation of this section of the Terms, it may result in a termination of their Chatty account and the Client shall pay to Chatty penalties equal to the greater of (a) USD $2,500; or (b) the applicable fees had the payments been processed through the Chatty Platform plus 18%.
Clients shall immediately notify Chatty if a Contributor requests that Clients make a payment directly to it or through any channels other than those provided or specified by Chatty. Contributors shall not accept any payments relating to a Project from a Client directly or through any payment channels other than the Chatty Platform. Contributors shall immediately notify Chatty if a Client attempts to make a payment to Contributor directly or through any payment channels other than those provided or specified by Chatty.
Notwithstanding the provisions set forth above, Clients and Contributors may agree, with Chatty’s prior written approval, to provide or receive Services outside of the Chatty Platform with Clients and Contributors identified through the Chatty Platform, but only on the terms set forth in this Section.
If the Services are rendered more than one (1) year after the Client identifies the Contributor through the Chatty Platform, no Service Fees, penalties, or buyout provisions apply. If Services are rendered outside of the Chatty Platform less than one (1) year after the Client identifies the Contributor through the Chatty Platform, payments for such Services will not be subject to the Service Fees or penalties, provided that the Client pays Chatty a “Buy-Out Fee” in accordance with the procedure set forth below:
Prior to projecting outside of the Chatty Platform to receive Services from a Client and Contributor identified through the Chatty Platform, the Client will notify Chatty in writing of its intent to pay the Buy-Out fee in lieu of paying through the Chatty Platform. Together with such notice, the Client will pay or authorize Chatty to deduct from its account the greater of (a) twenty percent (20%) of the original project budget that has been approved on Chatty; or (b) USD $2,500.
The following Standard Terms apply to all Projects submitted through the Chatty Platform. Clients and Contributors may agree to additional terms in individual Project Agreements materially different than these Standard Terms; however, nothing in such Project Agreement will in any way limit or modify Chatty’s rights.
Contributors shall perform services in a professional and workmanlike manner. Under Fixed-Price, Hourly, and Retainer Projects, Contributors shall deliver the agreed-upon work from the Project Agreement.
Without limiting the foregoing, Contributors shall: (i) use real names with all work; (ii) disclose all potential conflicts of interest, both to the Client before accepting a Project Request and in the contents of the Deliverable; (iii) pursue all avenues of inquiry to report and write Deliverables with fairness and honesty; (iv) give credit and point to sources, attributing every assertion, quote, fact, and opinion, with full names, titles, and links; (v) if a source wishes not to be named, explain this explicitly and discuss the ramifications of unnamed sources with the Client; (vi) keep promises to Clients and sources, and protect confidential sources; (vii) disclose to sources the publication and brand that are sponsoring the Project Request; (viii) always produce original work, never plagiarizing self or others, never repurposing old stories for new Clients, and never cutting corners in any fashion; and (ix) deliver Deliverables on time and in accordance with the specifications of the Project Request.
Clients shall pay Contributors the agreed-upon fees for delivery and acceptance of the work in the Project Agreement. All amounts paid by a Client shall be paid through the Chatty Platform to Chatty as the Contributors’s agent, and a Client’s obligation of payment to a Contributor is met when payment is made to Chatty.
Clients may terminate at any time but may not recover any payments made to the Contributor unless mutually agreeable. The Contributor may terminate an agreement at any time if no payment has been made. If a payment has been made on a project, the Contributor may terminate only with written agreement from the Client or after the payment has been refunded.
Clients grant Contributors a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Owned Items as necessary for the performance of the services. Clients reserve all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Owned Items.
Upon completion or termination of the Project Agreement, or upon written request by the Client, Contributors shall immediately return all Client Owned Items to the Client and further agrees to purge all copies of Client Owned Items and work contained in or on Contributor’s premises, systems, or any other equipment otherwise under Contributor’s control. Contributors agree to provide written certification to the Client certifying the return or purging of Client Owned Items within seven (7) days after the receipt of the Client’s written request to certify.
Any copyrightable works or works for hire prepared by Contributor in connection with a Project for a Client shall be owned by the Contributor until payment has been made by the Client and accepted by the Contributor. If the Client pays an amount less than the amount agreed to in the Project Agreement, the Contributor may refund the amount paid within two (2) weeks of the payment date and retain ownership of the Work.
To the extent that under applicable law, Proprietary Rights cannot be assigned, Contributor hereby irrevocably agrees to grant, and hereby grants, to the Client an exclusive (excluding the Contributor), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work in any manner now known or in the future discovered.
To the extent such license grant is not fully valid, effective or enforceable under applicable law, Contributor hereby irrevocably agrees to grant, and hereby grants, to the Client, such rights as the Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that the Client will be able to acquire, perfect and use such Proprietary Rights, Contributor will:
Client also acknowledges and agrees that Chatty is in the business of providing the Services, and as such will retain the unlimited right to use and to sublicense to others the ideas, concepts, techniques, processes, routines, algorithms or other expertise which Chatty develops or employs in providing the Services, including those acquired in developing the Deliverables, in any products and for any purposes.
Contributor shall ensure that no Work created or delivered by Contributor includes any pre-existing software, technology, Proprietary Rights or other intellectual property, whether such pre-existing intellectual property is owned by Contributor or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work. Contributor acknowledges that, without limiting any other remedies, Contributor shall not be entitled to payment for, and shall refund any payments made to Contributor for, any services performed on a project if the Work contains any Pre-existing IP that was not approved in accordance with this Section 6.7.
Client assumes all liability for proper classification of workers as independent contractor or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between the Client and Contributor. Contributor does not have authority to enter into written or oral — whether implied or express — projects on behalf of the Client.
Contributor acknowledges that Chatty does not, in any way, supervise, direct, or control Contributor’s work or services performed in any manner. Chatty does not set Contributor’s work hours and location of work. Chatty will not provide Contributors with training or any equipment, labor or materials needed for a particular project.
Chatty will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Client and Contributor will 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 Contributor’s performance of Services.
For projects classified as independent contractor relationships, the Client may not require an exclusive relationship between the Client and Contributor. A Contributor classified as an independent contractor is free at all times to provide Services to persons or businesses other than the Client, including any competitor of the Client.
Client and Contributor agree to indemnify, hold harmless and defend the Indemnified Parties (as hereinafter defined) from any and all claims arising out of or related to their Project Agreement, including but not limited to claims that Contributor was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Contributor was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Chatty was an employer or joint employer of Contributor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
To the extent a Client or Contributor provides Confidential Information to the other and/or to Chatty, the recipient shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not:
The terms and conditions set forth in this Section 6 and any additional or different terms expressly agreed by the Client and Contributor shall constitute the entire agreement and understanding of the Client and Contributor with respect to each Project Agreement and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Client and Contributor shall always remain subject to the terms of this Agreement.
Each Client and Contributor shall indemnify, defend and hold harmless Chatty and its subsidiaries and affiliates, and each of their shareholders, directors officers, agents, employees, representatives and agents (each an “Indemnified Party”, and collectively the “Indemnified Parties”)) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Client or Contributor infringes Proprietary Rights or other rights of any third party.
Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:
Each Contributor shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Denver, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Denver, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
These Terms of Service and your use of the Site are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without regard to its conflict of law principles.
NOTWITHSTANDING ANYTHING ELSE STATED ON THE CHATTY PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF CHATTY’S REPRESENTATIVES, CHATTY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, CHATTY PLATFORM, QUALITY OR CAPACITY OF THE CLIENT OR CONTRIBUTOR, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). CHATTY DOES NOT REPRESENT OR WARRANT THAT:
THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CHATTY. CHATTY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CHATTY’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CHATTY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL CHATTY’S AGGREGATE LIABILITY EXCEED THE GREATER OF:
IN NO EVENT SHALL CHATTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). CHATTY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DISCLAIMED ITEMS, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CHATTY PLATFORM OR AS TO THE QUALITY OR CAPACITY OF THE CLIENT OR CONTRIBUTOR, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE CHATTY PLATFORM OR IS REFERRED BY CHATTY OR THE CHATTY PLATFORM, EVEN IF CHATTY HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE SERVICES AND WORK OFFERED VIA THE CHATTY PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH CLIENT OR CONTRIBUTOR OR OTHER THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE CHATTY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE CHATTY PLATFORM, OR IN ANY WAY RELATED TO THE CLIENT, CONTRIBUTOR OR THIRD PARTIES INTRODUCED TO YOU BY THE CHATTY PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY CLIENT AND CONTRIBUTOR, AS WELL AS ALL LOSSES RELATING THERETO.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 10.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Project Agreements that have been executed prior to termination and this Agreement shall continue to apply with respect to such Project Agreements.
Termination shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to the Client following termination pursuant to Section 4, and charged to the Client’s credit card or other form of payment pursuant to Section 4. All terms set forth herein which by their nature survive termination shall survive the termination of this Agreement.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Service and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
“Confidential Information” means Client or Contributor Owned Items, Work, and any other information provided to, or created by, a Client or Contributor for a project, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that:
“Effective Date” means the date of acceptance of these Terms.
“Fixed-Price” means a fixed fee agreed between a Client and a Contributor, prior to the commencement of a Project, for the completion of all Services requested by Client for such Project, or for one or more Steps requested by Client as part of completion for such Project.
“Fixed-Price Project” means a Project for which a Client is charged a fixed price.
“Hourly Project” means a Project for which a Client is charged an hourly price.
“Retainer Project” means a Project for which a Client is charged a recurring fee every week or month.
“Contributor” means any company or individual User utilizing the Chatty Platform to offer Services to Clients.
“Contributor Owned Items” means instructions, requests, intellectual property and any other information or materials that a Client receives from a Contributor for a particular Project.
“Project Request” means a draft project or set of milestones or steps for which a Client has requested Services to be performed by a Contributor, but has not yet been agreed to by the Contributor and Client on the Chatty Platform.
“Project” means a particular project or set of milestones or steps for which a Client has requested Services to be performed by a Contributor and the Contributor has agreed on the Chatty Platform.
“Project Step” means a milestone or task to be completed by a Contributor as part of a Project on the Chatty Platform.
“Project Fees” means the agreed rate that a Contributor receives from a Client for a particular Project or Step:
“Client” means any User utilizing the Chatty Platform to request Services to be performed by a Contributor. From time to time, Chatty may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Chatty when acting in this way.
“Client Owned Items” means instructions, requests, intellectual property and any other information or materials that a Contributor receives from a Client for a particular project.
“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
“Services” means writing, editing, research, brief assignments, content calendar creation and management, translation, administrative, marketing, design customer service, sales, data entry, general business services and other knowledge-based or online services.
“Service Fees” means fees paid to Chatty to support platform development, secure payment, and other operational functions.
“Work” means any tangible or intangible results or deliverables that Contributor agrees to create for, or actually delivers to, Client as a result of performing the Services on a particular Project, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any intellectual property developed in connection therewith.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
PO Box 100723
Denver, CO 80250
That’s it! If you have any questions or comments concerning these Terms you can always contact us at email@example.com.