Researcher Agreement | Article One Partners
Last Updated: April 2017
PARTIES TO THIS AGREEMENT
This Researcher Agreement governs the relationship between Article One Partners, LLC, a Delaware corporation, having its principal place of business at 426 Industrial Avenue, Suite 150, Williston, VT (Article One, Company, or we, our, us), and you (Researcher). This Agreement is effective as of the date you register as a Researcher and for the duration of your association and any continuing obligations with us.
1. INTRODUCTORY MATTERS
Accepting the terms of this Agreement, including the completion of the online registration information, will permit you to register as a Researcher and set up your Researcher account with us. Please note that additional eligibility requirements may apply to particular activities or types of research on our Site.
You may open and maintain only a single account with Article One. You agree that you will provide accurate contact and personal information and that you will promptly update us with any changes to such information. You agree that Article One may share the information with our clients as needed.
For the purposes of this Agreement and your relationship with us, “Confidential Information” means all confidential or proprietary information, documents, and materials, whether printed or in machine-readable form or otherwise belonging to Article One or our clients, including but not limited to,
- processes, hardware, software, inventions, trade secrets, ideas, designs, research, and know-how; business methods, production plans, marketing and branding plans, and merger plans; identity of shareholders, directors, or employees; materials relating to business operations;
- all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements to any such inventions, including but not limited to, all products created, designed, and marketed by us or our clients;
- all patents, including patent applications and patent disclosures, both domestic and foreign, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof;
- all trademarks, service marks, trade dress, logos, slogans, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated with any such marks, and all applications, registrations and renewals in connection therewith;
- all writings and other works subject to copyright protection under any federal, state, provincial or local, or international copyright act or other law or international treaty, including, without limitation, the U.S. Copyright Act, including all copyrighted works, copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith;
- all mask works and all applications, registrations, and renewals in connection therewith;
- all trade secrets and confidential business information (including, without limitation, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, and business information);
- all computer software (including data, disks, licenses, source code, and related documentation); and
- all web sites and domain names.
Confidential Information shall include all information that should reasonably have been understood by Researcher, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to Article One or our clients, regardless of whether such information is marked "Confidential" or "Proprietary."
“Confidential Information” also includes the fact that you are providing services to us or our clients as a Researcher, any information or other materials provided to you by us or our clients in connection with any Project and any information or work product generated by you in connection with any Projects (collectively, “project Materials”).
For the purposes of this Agreement and your relationship with us, Confidential Information does not include information which: (i) was or is obtained by Researcher from a third party which third party, to the actual knowledge of Researcher, was or is lawfully in possession of such information and was or is not in violation of any contractual or legal obligation to Article One or other party with respect to such information; (ii) is or becomes part of the public domain through no fault of Researcher; (iii) was or is independently ascertained or developed by Researcher; or (iv) is approved for disclosure and release by written authorization of Article One.
You agree that you will take all reasonable precautions and steps to prevent the disclosure of Confidential Information, including but not limited to the following:
- You will not use Confidential Information other than for the benefit of Article One and our clients and for the purposes described directly or indirectly in this Agreement or specific Projects.
- You agree that all Confidential Information is the sole property of Article One or our clients at all times, regardless of whether such information is situated on our premises or elsewhere, and that it is subject to inspection with or without notice.
- You will not use the Confidential Information to compete, either directly or indirectly, with Article One or our clients.
- Upon Article One's request by email or by other means deemed appropriate, you will promptly return or destroy all such Confidential Information and will confirm such destruction to us in writing. You agree to use the same degree of care in protecting and using our Confidential Information and that of our clients as you would use in protecting your own Confidential Information. In no case will you use less than a reasonable degree of care to maintain the confidentiality of the information you receive from us.
· If you receive notice of any legal proceedings that request or require you to disclose any Confidential Information or Project Material, you agree to notify and coordinate with Article One, before making any disclosure.
3. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise disclosed to you, all intellectual property rights in any materials or content supplied on the Site or in connection with any Project are owned by us or by our clients. Nothing in your use of the Site and participation in Projects gives you any rights of any kind to any intellectual property owned by us or by our clients or in any Confidential Information we or our clients may provide to you, and you agree that you do not acquire any ownership or use rights beyond those expressly granted to you.
Nothing in this Agreement affects any continued ownership of intellectual property rights you may have in any public references that you provide to a Project.
In addition, you agree to the following as a condition to participate as a Researcher:
- You will fully cooperate with us or our client to assist with the procurement, maintenance and enforcement of intellectual property rights owned by us or our clients. You will sign all papers, including without limitation, copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which we or our clients may deem necessary or desirable in order to protect our rights and interests, or those of our clients, in any and all countries. If we are unable, after reasonable effort, to secure your signature on any such papers, you hereby irrevocably designate and appoint each officer of Article One as your agent and attorney-in-fact to execute any such papers on your behalf, and to take any and all actions as we may deem necessary or desirable in order to protect our rights and interests, or those of our clients, in any and all countries.
- You will make full and prompt disclosure to us or our client of all inventions, discoveries, designs, developments, methods, processes, modifications, improvements, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship (collectively Developments), whether or not patentable or copyrightable, created, made, conceived or reduced to practice by you, whether alone or jointly with others, and which (a) arise in connection with your work for us or our client, or (b) relate to our business or that of any client on whose Projects you may have worked or (c) result from the use of any assets or property (whether tangible or intangible) of our Company or our clients.
- You agree that you will not make any public disclosure of, nor file for patent or other intellectual property rights protection relating to the information you receive as a result of your work as a Researcher for us or our client. If we determine that you have led or contributed to the filing, in any way, of a patent application or other intellectual property filing relating to your work for us or our client, you agree to at a minimum to fully and promptly assign any and all interest and rights into said patent or other intellectual property applications as directed by us.
- This Agreement does not obligate you to assign to Article One any Development that, in our sole and reasonable judgment, is developed entirely on your own time and does not relate to your participation in a Project or other work with us or our client. You agree to promptly disclose any Developments to us for confidential evaluation and for the purpose of determining whether they qualify for such exclusion.
4. PROTECTION OF ARTICLE ONE’S BUSINESS RELATIONSHIPS
Article One has business relationships to which you, as a Researcher, are given access. In order to protect these relationships, you agree that during the term of this Agreement and for one year after the termination of your work or contractual relationship with us, you will not, directly or indirectly:
(a) become associated with any Competitor as a partner, shareholder, manager, employee, consultant, creditor, director, office, advisor or in any other relationship or capacity, provided that nothing herein shall prohibit you from participating as a researcher or similar role on a different crowdsource website. As used herein, “Competitor” means any person, firm, corporation or other entity engaged in any crowdsourcing of intellectual property information.
(b) employ or retain any person who was employed or retained by us while you were working as a Researcher with us;
(c) solicit, interfere with or endeavor to entice away any of our clients; and/or
(d) defame or disparage Article One, its officers, businesses, products or clients or engage in any unfair trade practices towards us.
In addition, where a client of Article One (or any entity using the Article One platform to communicate directly with you) solicits research from you on a public or private basis, you agree to immediately refer that solicitation to Article One by either directing the source of the outreach to their contact at Article One or, as a default, to the Contact link on our Site. Article One, in its sole discretion, may direct any resulting work to you, but is under no obligation to do so, and is under no obligation to provide a consulting or other work product relationship with you on this basis.
5. NO EMPLOYER OR FIDUCIARY RELATIONSHIP
Researcher is responsible for understanding relevant labor laws for Researcher’s country, state, province, local government and/or any other authorized government jurisdiction for Researcher’s particular location and work situation.
You hereby acknowledge that (i) your registration on our Site, status as a Researcher, participation in Projects, or receipt of any compensation; (ii) our use or our client’s use of any responses or materials provided by you in a Project; (iii) the use of the terms "Researcher" or "work"; and (iv) your compensation by us or our clients for services performed by you, do not individually or collectively create any employee-employer, agency, fiduciary or any other non-arms-length relationship between you and Article One or our clients, or confer upon you any of the rights or obligations associated with any such relationship. Likewise, you agree that the payment of any compensation does not provide any rights associated with an employee benefits plan or any other plan provided for employees.
You affirm that you are not an employee or agent of Article One, and that you are not the immediate family member (spouse, mother, father, sister, brother, daughter, or son) or member of the same household (whether related or not) of any such employee or agent.
A Project posted on our Site may offer compensation to Researchers who compete and are selected as winners or runners up. By participating in such a Project, Researchers have an opportunity to receive compensation if their submissions are selected as those that best match the requirements of the Project.
Each Project posted on the Site will indicate its specific requirements, including the information sought, the time period over which it will run, particular types or sources of information, qualifying or disqualifying questions, and the amount and distribution of the expected compensation.
Typically, compensation is paid to the first Researcher to submit research results that best match the Project requirements. The determination of the best matching submission or submissions is made in the sole and complete discretion of Article One based on the input from the client sponsoring the Project and/or the client's selection.
In some instances, a Project may offer payment of the compensation to multiple Researchers whose submissions have met certain criteria as set in the Project description. We reserve the right to determine the increments in which the compensation will be distributed to multiple winners if the Project does not specifically designate the criteria.
We will announce the winning Researchers on our Site after some period of review, following the close of the relevant Project. The timing for review and announcement of winning Researchers will be in our sole discretion. Once Projects are closed, winning Researchers may be publicly identified by username.
7. CONTRACT WORK
Article One or our clients may request you to work on a Project as a contractor in exchange for a predetermined or agreed-to compensation, on either a fixed rate or hourly basis. Such work (“Contract Work”) is provided on a project-by-project basis and is executed at the Researcher's convenience. As a Researcher, you are not required to accept Contract Work from Article One or our clients.
To be eligible for Contract Work, a Researcher agrees to provide such information, in addition to the information provided in the Researcher's Article One account profile, as we or our clients may request. You agree that Article One may share the information with our clients as needed.
The following terms apply to any request to perform Contract Work:
- The payment of any compensation for Contract Work is based on the satisfactory completion of the Project, including Article One's or our client's acknowledgement of the receipt of the deliverable(s), as communicated by Article One or our client;
- You will provide the place of work and the tools and materials for the completion of the Project unless we or the client elect to provide a mutually agreed to space.
- Article One or our client will not supervise your work and will not require a set sequence or method for its execution. The expected deliverable is the outcome of your own unsupervised approach.
- You are responsible for your own expenses;
- Article One may discharge or cease offering you Contract Work or alter the volume of Contract Work offered at any time regardless of the volume or timing of your previous Contract Work;
In some cases, our clients may request Researchers with specific skills or experience to work directly with them on Projects independent of the Article One platform. The following terms apply to such Contract Work opportunities:
- Article One may use the information you provide to help our client determine which Researchers may be offered Contract Work.
- Article One may make introductions between the selected Researchers and the client offering the Contract Work opportunity.
- Article One will determine at its sole discretion whether the work will be performed and billed through Article One. In the event that Article One declines to be the billing party you agree to consider this as direct work for the client in which case the following terms apply:
- Article One will make introductions between you and the client at which point you will be free to communicate and work directly to determine the final details of the Contract Work for this single project.
- By accepting the Contract Work directly with the client, you agree the Article One bears no responsibility in any way for your compensation or for any other aspect of the relationship between you and the client.
- Article One may charge the client a fee for the referral of or the introduction to a Researcher.
- You agree that you will not directly engage with a client without Article One's written agreement. This includes performing any additional work the client requests outside the original scope of the assigned Contract Work. You agree to refer any additional work or requests for deliverables to Article One.
8. SUSPENSION AND TERMINATION
If we determine that you have failed to comply with any part of this Agreement or our Policies, we may in our sole discretion suspend or terminate your Researcher account with us. Article One may further exercise any and all other rights or remedies available under our Policies and applicable law.
If you have performed work which is selected for compensation, we may determine that such compensation is forfeited for any time period during which you are not in compliance with this Agreement or our Policies. You agree that if we determine that you have made false, inaccurate or incomplete statements to us or in response to a Project that you will immediately, upon demand by us, return the value of any compensation that has been or may be paid to you. You further agree that we may use any available legal and/or equitable remedies to suspend or terminate your account with us, prevent payment of compensation while in noncompliance with this Agreement or our Policies, or seek remuneration of amount paid to you while you were in noncompliance with this Agreement or our Policies.
9. PAYMENTS; TAXES
Unless otherwise stated, payments will be calculated and paid in U.S. Dollars, whether paid directly by Article One or through a third party service provider. Regardless of the Researcher's status for payment on a Project, if the laws of the United States or other jurisdictions preclude compensation, we shall not be required or obligated to remit payment.
All payments shall be made net of any withholding or other similar taxes. When applicable, foreign exchange fees or other transaction fees required to remit payment will be deducted from the amount to be received by the Researcher. If payment is required to be effected in another currency under applicable law, the payment amount shall be determined on the foreign exchange rate in effect on the date of the disbursement or as otherwise determined in our discretion. Researchers shall not be entitled to any true-up or other compensation of any kind. Payment of any taxes or fees is the sole responsibility of the Researcher.
A Researcher's eligibility to receive payments from us is conditioned upon providing such information as we shall reasonably require in order to comply with applicable laws and regulations which may include any of the following:
- Proof of nationality and residency, certification of date of birth.
- IRS Form W-9.
The Researcher agrees to indemnify the Company and hold it harmless against any claims, losses or expenses arising out of or relating to Researcher's tax status.
10. EQUITABLE RELIEF, DAMAGES
Researcher agrees and understands that a breach of this Agreement may cause substantial harm to Article One and/or our clients and that Article One would not have an adequate remedy at law, nor be fully compensable in money damages alone, for such breach. Therefore, Article One or any third party owner of the Confidential Information may, in addition to other available legal or equitable remedies, enforce their rights in equity by injunction, specific performance or other equitable relief. Article One's and/or our client’s right to such equitable remedies shall be in addition to all other rights or remedies, which Article One or our client may have under this Agreement or under applicable law. Article One shall have the right to recover its costs and expenses, including reasonable attorneys fees, incurred to enforce this Agreement whether or not suit is commenced.
11. SUCCESSORS AND ASSIGNS
This Agreement is binding on the parties, their agents, successors and assigns.
The parties may provide all notices, demands, requests or other communications given under this Agreement in writing, (i) in the case of the Company, to our email address set forth on our Site, and (ii), if to a researcher, the researcher’s email address set forth in the Profile completed by the Researcher on our Site.
A waiver at any time by us of any breach or a failure to enforce any of the terms and conditions of this Agreement shall not in any way affect, limit or waive our right thereafter to enforce and compel strict compliance with every term and condition hereof.
14. GOVERNING LAW
This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Vermont, without regard to principles of conflicts of law.
15. ENTIRE AGREEMENT
This Agreement represents the only agreement among the parties concerning the subject matter herein and supersedes all prior agreements, whether written or oral. You agree that Article One may amend, modify or waive any provision of this Agreement by posting of same on the Site and you agree to all such future amendments, modifications or waivers with your only remedy to non-agreement with same being the cessation of your role as a Researcher for Article One.
Please contact us with any questions or comments you have regarding our Researcher Agreement at [email protected] so that we may promptly address your concerns.