However, it's time to cut the content mill out of my life because there is no way I will agree to its new terms. Note that point #2 absolves them from any formula for payment -- even that fraction of a penny per view that it used to use and that #7 amounts to selling (for no specified amount other than the possibility of "exposure") the use of your work forever after to Examiner.
“EXAMINERS” INDEPENDENT CONTRACTOR AGREEMENT AND LICENSE
Important - Read Carefully: This Examiners Independent Contractor Agreement and License (“Agreement”) is a legal agreement between you and AXS Digital Media Group, LLC d/b/a Examiner.com (“Examiner.com”) regarding the content you may choose to provide as an “Examiner,” as described herein. All rights granted by you to Examiner.com under this Agreement are hereby also granted to the parent company and all affiliates, subsidiaries, and related entities of Examiner.com (collectively “Affiliates”). BY CLICKING THE “I AGREE” BUTTON, YOU AFFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I AGREE,” AND YOU AND EXAMINER.COM WILL HAVE NO OBLIGATIONS TO EACH OTHER WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT. In consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
2) Consideration: In consideration of your Activities, you will be provided exposure of your name and Works, and you will have the ability to use the Examiner.com platform to develop a following for your Works. You understand that you potentially may not receive anything other than such exposure in exchange for your Activities. However, you may be eligible for certain incentive payments, which are subject to the terms of Examiner.com’s programs and policies as modified from time to time (collectively, the “Incentives”). Incentives may include payments based on traffic levels and/or other performance metrics related to your Web Page or Works, payments based on referral programs, or other programs Examiner.com may offer, all of which will be subject to the eligibility criteria, performance metrics and terms determined by Examiner.com for the particular type of Incentive, as may be modified from time to time. Incentives paid to you, if any, would be subject to and calculated according to Examiner.com’s payment policies, which may change from time to time in our sole discretion. If you do not agree to any changes in the payment policies, your sole remedy is to cease participation as an Examiner. You may not engage in unethical means of increasing pageviews of your Works (e.g. by using mechanical traffic or other artificial means) (“Unauthorized Traffic”). We reserve the right to terminate Examiners if we believe they are using Unauthorized Traffic. Determination of which means of generating pageviews are Unauthorized Traffic will be made by Examiner.com in its sole discretion, so if you have questions regarding whether certain means are permitted, please contact us. If we suspect that you have used any Unauthorized Traffic (or other practices we consider in violation of the spirit of this Agreement), your applicable Incentives will be deemed void and not payable. Payment of Incentives earned will be made via PayPal or other service subsequently designated by Examiner.com (“Payment Service”) in U.S. dollars, unless otherwise designated by Examiner.com. It is your sole responsibility to correctly establish an account with the designated Payment Service, and Examiner.com is not liable for failure to pay you due to problems with your Payment Service account. Incentives will not be paid unless they meet the minimum payment threshold and other criteria established by Examiner.com. If you wish to opt-out of receiving any Incentives, please send an email to firstname.lastname@example.org and ask for instructions regarding the steps you will need to take. Examiner.com makes no representations as to the likelihood that you will ever receive monetary compensation with regard to the Activities. Your ability to earn Incentives terminates when you cease to be an Examiner, regardless of whether your Works remain on the Web Page or are otherwise used pursuant to this Agreement.
3) Screening and Editing of Works: Examiner.com reserves the right to screen, edit and/or remove any Works or portions thereof with or without cause, in the sole discretion of Examiner.com or its designees, without providing notice to you. If you wish to challenge the editing or removal of any of your Works, you may send an e-mail to email@example.com, however, Examiner.com will have no obligation to respond to such e-mail or take any action with regard thereto.
4) Requirements and Limitations:
a) Editorial Requirements. Your Works and Activities must comply with all Editorial Requirements http://www.examiner.com/editorialrequirements.html , which are hereby incorporated into this Agreement.
b) Third Party Content or Programs. You must have permission from the owner/copyright holder of any content before including it on your Web Page, unless it was provided by Examiner.com. You are not authorized to enter into any agreement for any RSS feeds, advertisements, programs, applications, APIs, or other third party content or services to be featured on the Web Page, and all such proposed agreements (including without limitation online terms of service and click-through agreements) must be sent to firstname.lastname@example.org. If any third party imposes a fee or takes any legal action as a result of your inclusion of its content, services or programs on the Web Page, you will be solely responsible for payment of fees and any legal liability that may result, unless otherwise agreed in writing by Examiner.com.
c) Public Relations, Marketing and Promotions Requirements. You are responsible for compliance with the Public Relations, Marketing and Promotions Requirements for Examiners http://www.examiner.com/prmarketing.html which are hereby incorporated into this Agreement, and you will be solely liable for any failure to comply with these requirements or any applicable laws or regulations related to your marketing, public relations, or promotional activities.
d) Certain Prohibited Activities. In addition to other requirements of this Agreement, you are prohibited from engaging in any of the following activities with regard to the Works, the Activities, the Products, and the Examiner.com website: (i) impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with or endorsement by any person or entity; (ii) interfering with or disrupting the Web Page, the Examiner.com website, or servers or networks connected thereto; (iii) violating any applicable law, rule or regulation or any third party’s rights; (iv) engaging in, encouraging or facilitating the "stalking" or other harassment of a third party; (v) engaging in other actions which could reflect negatively on Examiner.com or its Affiliates; or (vi) including links to any third party’s affiliate marketing programs or other commercial promotions or links within your Works.
e) Web Site Advertisers. You will have no approval rights or control regarding advertisers on your Web Page or other Examiner.com pages (“Advertisers”). Decisions regarding whether to accept potential Advertisers or terminate current Advertisers are solely in the discretion of Examiner.com. Advertisers do not have authority to instruct you regarding the substance of your Works, and you should not create or modify Works based on the requests of any Advertiser or other third party. You are not required to communicate with Advertisers even if they contact you. Receipt of product samples or other items of value from Advertisers is subject to the requirements below.
f) Receipt or Purchase of Third Party Products, Services or Tickets:
i) From time to time, you may be offered, or you may wish to purchase, tickets to concerts, movies, or other events, other products or services you wish to write about in your Works, or anything else of value from a third party (collectively “Third Party Offerings”). It is solely your decision whether to accept, purchase, attend, or use any Third Party Offerings. Receipt of any Third Party Offering does not obligate you to write about any subject related thereto, and you are prohibited from accepting any Third Party Offering in exchange for an agreement to include any content in your Works. However, if you do decide to write an endorsement regarding a Third Party Offering which you have received at no cost or at a discount, if you have a significant relationship with the third party, or if a third party has otherwise provided you with incentive to write about a certain product or service, it is your sole responsibility to disclose the foregoing if required by any laws, regulations or guidelines, including without limitation those of the U.S. Federal Trade Commission. You are prohibited from requesting excessive Third Party Offerings in your capacity as an Examiner. You will be solely responsible for any charges related to Third Party Offerings you have requested, accepted, or purchased, all arrangements to travel to/from any events, and any other applicable arrangements.
ii) Examiner.com and its Affiliates, employees, officers, directors, shareholders, representatives, and agents (collectively, the “Examiner.com Parties”) are not responsible or liable in any manner for any losses, claims, damages, liabilities, costs or expenses (collectively “Losses”) related to your use or receipt of, or participation in, any Third Party Offerings. You hereby forever and irrevocably RELEASE AND DISCHARGE the Examiner.com Parties from and against all Losses arising in whole or in part, directly or indirectly, from your receipt or use of or participation in any Third Party Offerings. The foregoing release includes, without limitation, any and all liability, bodily injury, death, loss or damage to yourself or any third party arising in whole or in part, directly or indirectly, from the use or misuse of, or participation in, any Third Party Offerings. You further covenant not to sue any of the Examiner.com Parties with respect to any matter addressed by this release. You understand and agree that this is a complete release and discharge of all of your claims and rights against the Examiner.com Parties with regard to any Third Party Offerings that may be offered or made available to you.
g) Source Material. You will maintain any source material (such as notes, audio, video or photographs) you have used in the creation of the Works for one (1) year after first publication of the applicable Work on a Web Page, and you will make such material available to Examiner.com upon request. Examiner.com may copy such materials at its expense and may use such materials for fact checking and verification related to the Works, or may provide any of such materials to a third party if required to do so by law, rule, regulation, or court order, or if determined necessary by Examiner.com.
5) Confidentiality: As used herein, "Confidential Information" includes any communications or materials furnished to you by Examiner.com that are of a confidential or proprietary nature, regardless of whether marked or indicated as such, including without limitation: (a) any and all technical or business data, information, trade secrets or software furnished by Examiner.com to you, (b) the Products and materials related thereto; (c) any reports related to the Web Page or the Examiner.com site; (d) and any communications from Examiner.com and its employees, contractors, agents or representatives with regard to the Activities, your application or status as an Examiner, this Agreement or any subject related thereto. You agree to: (i) treat as confidential, and preserve the confidentiality of, all Confidential Information; (ii) use the Confidential Information solely for the purposes of this Agreement; and (iii) not copy, use, or disclose such Confidential Information unless specifically authorized by Examiner.com. You must promptly return all Confidential Information at Examiner.com’s request.
6) License to Products, Content and Programs Provided by Examiner.com:
a) The Products are protected by the intellectual property laws and treaties of the U.S. and other countries. The Products are hereby licensed to you on a non-exclusive basis, solely for the term of this Agreement, and solely for the purposes of carrying out your obligations under this Agreement. All rights not expressly granted are reserved by Examiner.com. As between you and Examiner.com, all rights in and to the Products are owned by Examiner.com.
b) Certain third party software programs, photo libraries, and other content (collectively, “Third Party Property”) may be made available to you by Examiner.com from time to time in connection with the Activities. You are not required to use any particular Third Party Property, however, in the event that you do access, reproduce, or use any Third Party Property in any manner, you agree to comply with all terms of any license agreement which the licensor of such Third Party Property may require from end-users thereof.
c) Not limiting the foregoing, this Agreement does not grant you any rights to (and you are prohibited from): (i) granting any sublicense, distributing or transmitting the Products or any Third Party Property in whole or in part; (ii) modifying, reverse engineering, decompiling, or disassembling the Products or any Third Party Property, except as expressly permitted by applicable law; (iii) using any trademarks of the licensor of any Third Party Property; and (v) using the Products or any Third Party Property for purposes other than carrying out Activities pursuant to this Agreement and in compliance with Examiner.com’s license for such Third Party Property.
7) Ownership and License of Works and Web Page:
a) Your Works may include content created by you during the Term or prior to the Term (provided that you own all right, title and interest therein), or other content for which you have all rights to grant the licenses herein. You will retain copyright in your original Works, excluding any Third Party Property or Third Party Content therein. Examiner.com will retain all rights, title and interest in all elements of the Web Page other than the Works, including without limitation the layout, design, and graphics of the Web Page. If you choose to publish your Works elsewhere (on other websites or in other media) after publication on Examiner.com, we recommend the inclusion of a link to the original article on Examiner.com or another reference to original publication on Examiner.com.
b) You hereby grant to Examiner.com and its Affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide license, without any obligation of notice or compensation to you, to:
i) copy, reproduce, distribute, perform, modify, adapt, create derivative works of, use, transmit, publicly display, and exploit the Works or any part thereof, in any manner, media or format now existing or hereafter devised, whether fixed or interactive, including without limitation in print, audio, on the Internet, via mobile devices, in databases and compilations, via any devices capable of playing audio or video content, in CD-ROMs and DVDs;
ii) use, copy, transmit, publicly display and otherwise promote your name, image, likeness, opinions, and any biographic information provided by you in connection with the exercise of the rights granted herein, including without limitation in connection with the advertising, promotion, publication and exploitation of Examiner.com or the Works in any manner, media or format now existing or hereafter devised, however nothing in this Agreement shall be deemed as an obligation for Examiner.com to include attribution to you for any/all publications or other exercise of rights; and
iii) sublicense, syndicate, or otherwise grant third parties any of the rights described in this subsection.
c) Although you retain ownership of your original Works (subject to the licenses granted herein), Examiner.com, its Affiliates or their sublicensees or assignees may apply for or seek to obtain copyrights, trademarks, patents, or other protection with regard to: (i) the Web Page as part of the Examiner.com website; (ii) as part of a compilation or derivative work created by any of them based on or including any or all of the Works; (iii) or in any other manner other than for a publication of solely your Works on a standalone basis. You will not object to or challenge the rights of Examiner.com, its Affiliates or their sublicensees or assignees in, and you hereby waive any rights in and to any such derivative works or compilations created by any of them, any registration or application for any rights therein, or any other exercise by Examiner.com, its Affiliates or their sublicensees or assignees of any rights granted by you herein. You will not make any claim under this Agreement or otherwise, to have any copyright, moral rights, title, or interest of any kind whatsoever, in any material or media created by Examiner.com in which any Work or portion thereof appears, other than your ownership of the applicable Works.
d) At no charge, you will execute all papers (including assignments) and do all things required in order to evidence, perfect, obtain, protect defend, convey and enforce the rights of Examiner.com with regard to your Works to the extent contained in or forming the basis of any compilations or derivative works created by Examiner.com, its Affiliates, or their sublicensees or assignees. Except as expressly provided in this Agreement, nothing herein may be construed as granting any right or license under any trademarks, copyrights or patents now or hereafter owned or controlled by Examiner.com. You acknowledge and agree that Examiner.com, its Affiliates, and their sublicensees or assignees, are entitled to all revenue derived in any manner from their exercise of the rights and licenses granted by you in this Agreement.
8) Term/Termination: This Agreement is effective when you click on the “I Agree” button and continues until terminated by either party as described herein (the “Term”). Examiner.com may terminate this Agreement (i) at any time, for any reason or no reason in its sole discretion, and (ii) in appropriate circumstances, Examiner.com will terminate repeat infringers of third party copyrights pursuant to the Digital Millennium Copyright Act. Any termination by Examiner.com may be accomplished immediately and without prior notice to you, by deactivating your account and/or by communicating to you verbally or in writing (including by email) that your status as an Examiner has been terminated. You may terminate this Agreement by providing written notice by email to email@example.com at least one (1) week in advance of your proposed termination date. You may not intentionally delete any Works you have posted to your Web Page or stored within the Products prior to or upon termination, and Examiner.com and its Affiliates reserve the right to continue featuring your Works on the Examiner.com site or elsewhere pursuant to this Agreement, following such termination. However, if Examiner.com chooses to delete any or all of your Works upon termination or at any other time, Examiner.com has no obligation to notify you prior to deletion, or to provide you with access to the Works you previously published on the Web Page or elsewhere. Sections 4-18 will survive any expiration or termination of this Agreement. It is your sole responsibility to maintain backup copies of your Works if you wish to have access to them following termination or following deletion of any Works by Examiner.com for any other reason. Examiner.com and its Affiliates will have no liability arising out of the termination of this Agreement. Upon termination of this Agreement, you must discontinue all use of the Products, and destroy all materials and documentation obtained from Examiner.com specifically related to the Products (please note that this does not include your source materials used in creating the Works, which must be retained as stated in this Agreement).
9) Injunctive Relief: You acknowledge that a breach, actual or threatened, of Sections 4, 5, 6(c) or 7(d) will cause irreparable harm to Examiner.com, the amount of which may be extremely difficult to estimate, thus making any remedy at law inadequate. Examiner.com will therefore be entitled to seek immediate injunctive relief and any other relief Examiner.com deems appropriate from a court of competent jurisdiction without having to post a bond or other security. This right shall be in addition to any other remedy available to Examiner.com in law or equity.
10) Warranties: You hereby represent and warrant that: (i) all Works will comply with this Agreement; (ii) you are at least 18 years old (or the applicable age of consent in your jurisdiction if other than 18), you have the full mental and legal capacity, power, and authority to enter into this Agreement, and your provision of the Activities and entering this Agreement will not breach any agreement that you have with another party; (iii) the Works are original and you are the sole author and owner of the Works, or if you have included any portions of third party copyrighted works within the Works or on the Web Page, such inclusions either constitute “fair use” under the U.S. Copyright Act and any other applicable copyright laws, or you have (or will have prior to the posting of any such content on the Web Page or other submission thereof to Examiner.com) obtained permission for such third party works with regard to all of the rights granted to Examiner.com herein, without payment or attribution to such party unless disclosed to Examiner.com; (iv) you have neither received nor arranged to receive any compensation from any manufacturer of any product, provider of any service or event, or any other person or entity in exchange for including any of the foregoing in any of the Works; (v) you will disclose all potential conflicts of interest, material relationships, or other incentives arising out of your employment by, relationship with, interest in, or receipt of benefits/free or discounted Third Party Offerings mentioned in the Works or competing therewith; (vi) you will behave in a professional and ethical manner, consistent with the highest industry standards, at all times when you are engaging in the Activities and (vii) you will abide by all applicable laws and regulations, and Examiner.com’s rules, in providing the Activities.
11) Indemnification: You agree to indemnify, defend, and hold harmless the Examiner.com Parties and their licensees against any and all claims, suits, losses, liabilities, and/or judgments, including costs, expenses, damages, and legal fees based upon and arising from (i) your actual or alleged violation of any laws, rules, regulations, or the rights of others; (ii) your breach or alleged breach of any of representations, warranties, covenants or obligations in this Agreement; (iii) your acts or omissions related to the subject matter of this Agreement; (iv) your access to, or use of, the Products or any Third Party Property; and (v) your receipt, use or transfer of, or participation in, any Third Party Offerings.
12) Disclaimer of Warranties; Limitation of Liability:
a) Your use of the Products and your participation as an Examiner are at your own risk. If you are dissatisfied with the Products or any Third Party Property, or with any terms of this Agreement, your sole remedy is to discontinue accessing and using the Products or Third Party Property, and terminate your status as an Examiner. Examiner.com reserves the right to make changes to the Products or to require use of different products or Payment Services at any time, upon notice. The Examiner.com Parties assume no responsibility and shall not be liable for: (i) any damages, harm, threats, or third party claims or other issues that may arise as a result of your performance of the Activities or the featuring of your Works on any Web Pages or otherwise; (ii) the accuracy, completeness, timeliness, reliability, relevance or usefulness of the Examiner.com site, the Products, any Third Party Property, or any Payment Service; or (iii) any damages to, or viruses that may infect your equipment or other property or injuries that may occur on account of your access to, or use of the Products, any Third Party Property, any Third Party Offerings, any Payment Service, or your downloading of any materials accessed from Examiner.com, the Products or any Third Party Property. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary.
b) THE EXAMINER.COM SITE, ALL PRODUCTS, SERVICES, ENVIRONMENTS AND MATERIALS MADE AVAILABLE BY EXAMINER.COM, ALL ELEMENTS OF THE WEB PAGE PROVIDED BY EXAMINER.COM, AND ALL THIRD PARTY PROPERTY ARE PROVIDED AS IS. THE EXAMINER.COM PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN AS A RESULT OF PROVIDING THE SERVICES AND/OR USING THE PRODUCTS, THIRD PARTY PROPERTY, OR ANY PAYMENT SERVICE, AND PROVIDE NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. IN NO EVENT WILL THE EXAMINER.COM PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING IN CONNECTION WITH YOUR ACTIVITIES, USE OR REPRODUCTION OF YOUR WORKS ON THE EXAMINER.COM SITE OR ELSEWHERE, USE OF THE PRODUCTS OR THIRD PARTY PROPERTY, OR FOR RELIANCE ON ANY OF THE MATERIALS PROVIDED THEREIN, OR WITH REGARD TO ANY CLAIM ARISING OUT OF OR RELATING TO ANY THIRD PARTY OFFERING OR PAYMENT SERVICE. THE EXAMINER.COM PARTIES EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OF, THE EXAMINER.COM SITE, THE PRODUCTS, THIRD PARTY PROPERTY, THIRD PARTY OFFERINGS, AND PAYMENT SERVICES, AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR LACK OF VIRUSES, WITH REGARD THERETO. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE EXAMINER.COM PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCTS, THE WEB PAGE, THIRD PARTY PROPERTY, THIRD PARTY OFFERINGS, PAYMENT SERVICES, OR ANYTHING ELSE PROVIDED OR MADE AVAILABLE BY EXAMINER.COM, OR OTHERWISE arising out of OR RELATED TO THIS AGREEMENT, INCLUDING the EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF THE EXAMINER.COM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE EXAMINER.COM PARTIES HAVE ANY LIABILITY WHATSOEVER WITH REGARD TO ANY THIRD PARTY OFFERINGS OR PAYMENT SERVICES. IN NO EVENT WILL THE LIABILITY OF THE EXAMINER.COM PARTIES EXCEED $100 FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.
13) No Insurance: You understand that unless you are otherwise notified by Examiner.com in writing, you, the Activities, the Works, and any other content you post to the Web Page will not be covered under any insurance policy of any of the Examiner.com Parties, and it is your own responsibility to contract for any insurance coverage you may wish to obtain. YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS THROUGH THE PROVISION OF SERVICES FOR EXAMINER.COM.
14) Independent Contractor: You will provide the Activities hereunder as an independent contractor and not as the agent, employee, legal representative, partner, or joint venturer of Examiner.com. You do not have, and will not hold yourself out as having, the authority to act for Examiner.com, to bind Examiner.com in any respect whatsoever, or to incur any expenses, debts or obligations on behalf of Examiner.com. You are solely responsible for any expenses, debts or obligations you incur in the course of providing the Activities (including without limitation any products or services you may decide to purchase or events you decide to attend, for the purpose of writing about them, or any third party content you decide to include in your Works, whether or not you realized that there would be charges for such use). Nothing in this Agreement is or will be construed to prevent you from providing services for other persons or organizations during the Term of this Agreement. You will use your own means and methods in performing this Agreement, and you will be responsible for supplying, at your sole cost and expense, all labor, tools, equipment, Internet connections, and materials necessary to engage in the Activities. You will provide the Activities at your own office, work space or other location(s) of your choosing. You will not be provided by Examiner.com, nor will you establish, any branch, office, legal entity, or fixed place of business of, for or on behalf of Examiner.com. You have the sole and exclusive right to control the manner and means of provision of the Activities. Nothing in this Agreement is or will be construed to give either party the right or power to direct or control the daily activities of the other party. You are not entitled to any employee benefits, insurance or any other benefits provided by Examiner.com to its employees now or in the future as a result of providing Activities under this Agreement. If you are subsequently deemed by any court, agency or other legal authority to be a statutory or common law employee, you agree that you will not be entitled to, will not accept, and you hereby waive any right to, any employee benefits, insurance or any other benefits provided by Examiner.com to its employees. You will be issued a Form 1099 when Incentives paid to you, if any, reach the applicable limit required by federal law. YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO WORKER’S COMPENSATION BENEFITS AND THAT YOU ARE SOLELY RESPONSIBLE FOR PAYING ALL APPLICABLE INCOME TAXES ON ANY INCENTIVES EARNED, PRIZES RECEIVED, OR ANY PRODUCTS, SERVICES, OR ANYTHING ELSE OF VALUE RECEIVED FROM EXAMINER.COM OR ANY OTHER PARTY, PURSUANT TO THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH YOUR WORKS OR ACTIVITIES UNDER THIS AGREEMENT.
15) Assignment and Delegation: Examiner.com has retained you because of your unique skills and experience. You may not assign, transfer, or sublicense any rights or interests in this Agreement without written permission of Examiner.com, and any attempted assignment, transfer, or sublicense by you without permission is void. If you delegate any duties under this Agreement, you remain solely responsible for the conduct and provision of any employees, independent contractors, or others you engage to provide the Activities, and you agree that you will comply with all applicable laws and regulations regarding their hiring and employment. Examiner.com may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder without notice to you.
17) Language: The parties have requested that the present Agreement be drafted in the English language. Les parties ont expressément demandé que ce contrat soit rédigé en langue anglaise.
18) Miscellaneous: This Agreement and the rights and obligations of the parties hereunder will be governed by, and construed in accordance with the laws of the State of California, without reference to the choice of law principles thereof. Any actions, proceedings or suits concerning or relating to this Agreement or the Works may only be brought in a court of competent jurisdiction in Los Angeles, California, and each party hereby consents to the jurisdiction and venue of such court, and waives any objections thereto. Any notices related to this Agreement will be given in writing by email (in the event of notice to Examiner.com, such email must be sent to firstname.lastname@example.org); standard mail service; or fax, at the address, email address, or fax number last known by the delivering party. Communications will be deemed to have been received on the date sent. If any part of this Agreement is found unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. Failure by either party to complain of any breach of this agreement will not constitute a waiver of rights hereunder. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior representations, negotiations, undertakings, understandings, warranties, communications, and agreements of the Parties related thereto, whether written or oral, express or implied, statutory or otherwise. Examiner.com may at any time, in its sole discretion, revise the terms of this Agreement. If this Agreement is revised, the revised version will appear prior to your next use of the Examiner.com publishing tool, and you will be required to accept the terms of such revised version prior to using the publishing tool. You are responsible for complying with all laws and regulations applicable to this Agreement and will cooperate with Examiner.com in providing information or governmental filings to comply with such laws. Each Party is responsible for properly and timely paying its own taxes, and for properly withholding taxes if any, of any kind incurred or imposed in connection with this Agreement. The Parties agree to cooperate with each other in connection with tax matters, including without limitation any audits, inquiries or tax collection efforts by any governmental authority with respect to the payments, record-keeping or obligations under this Agreement.
19) Effective Date and Version: This Agreement is effective as of May 8, 2014 and version Examiners-Standard Ind-20140508.