ENGAGEMENT TERMS AND CONDITIONS

Updated on 15th Feb 2021

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT AND IS AN AGREEMENT BETWEEN “YOU” (” CONTENT ASSOCIATE”) AND CHEGG INDIA PRIVATE LIMITED (“COMPANY” or “CHEGG”).

By Checking the box indicating that you AGREE to the terms and conditions of this Agreement including Exhibits, or by continuing to participate in the program following our posting of a change notice, revised agreement, or revised documentation on the Company site, you (a) agree to be bound by this agreement; (b) acknowledge and agree that you have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement; and (c) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you are and will remain in compliance with this agreement.

1. Description of the Services

1.1. Chegg’s objective is to provide Chegg’s objective is to provide online learning in a variety of subject areas, including but not limited to Math, Science, English, Engineering, History, Business, Social Sciences
1.2. The details of Services, hereinafter separately or collectively referred to as “Services”, which may be one or more, like Creative content writing, creative deliverables, creation of articles, Search engine Optimization related jobs etc., will be listed on our job application and you will have an opportunity to review and accept the same to start the deliverable(s). The details of Services along with its respective guidelines will be updated on the job application from time to time.

2. Enrollment

2.1. Your engagement will be with the Company as an Independent Contractor in accordance with the terms set out in this Agreement. You have agreed to provide the services to the Company on the General terms provided below and as per the Terms and conditions stated in Exhibit A.
2.2. To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Chegg Global Privacy Policy.
2.3. Prior to the commencement of your selected Services, the Company will, through the Designated Representative will provide guidance on what and how to deliver and will share the corresponding per-Service compensation rate, and the deadline for delivery of each Service.

3. Service Guidelines

3.1. After you have been notified that you have been accepted into the Program, follow the below guidelines along with the Service specific guideline shared by Designated Representative/Job Application for assigned Services:

3.1.1. The deliverable must be in compliance with Services specific guidelines
3.1.2. The deliverable must be submitted within the timeline assigned by your Designated Representative;
3.1.3. The content provided must be accurate and complete and must not be plagiarized
3.1.4. You must not post violent, offensive, defamatory, abusive, vulgar, racist, threatening, discriminatory, unlawful, infringing, damaging or sexually suggestive Content.
Training on Guidelines will be provided prior to the beginning of paid work. Please note that the Guidelines are subject to revision.

4. Compensation

4.1. Content Associates right on receiving payments for the Services rendered is conditioned upon quality evaluation of the Designated Representative and the same must also be in full compliance with the guidelines and terms of this contracts.
4.2. You will be compensated on per article basis. The Company reserves the right to revise compensation and will inform you of changes via the email and/or SMS of your registered account;
4.3. The Company has the right to reject and/or refuse to pay you for any or all Services that does not comply with the Guidelines, or your Designated Representative’s instructions, or found to be inaccurate, incomplete, or plagiarized; reviewed and your eligible payout may be adjusted accordingly;
4.4. Payment for approved Services, submitted in one month, will be released on the 15th day of the following month, subject to the following exceptions:

4.4.1. No payments will be made for Services rejected by the Company in its sole discretion.
4.4.2. Payment will be made only after making necessary deductions based on the quality check report.
4.4.3. TDS (Tax Deducted at Source) will be applicable as per the prevailing income tax rules.

5. Miscellaneous

5.1. The Content Associate warrants and represents that its actions and its participation in the Service(s) is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. The company reserves the right to terminate the Content Associate’s participation in Service(s) if the Company determines, in its sole discretion, that the Content Associate’s actions or its participation in the Service(s) is in violation of any laws, rules, regulations, or any requirements of governmental authority.
5.2. This Content Associate Agreement constitutes the entire understanding between the Company and the Content Associate. This Content Associate Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Agreement.
5.3. Its’s your responsibility to keep your personal details updated. The company would not be responsible for any delay or non-payment of the fees due to non-functional/deactive bank account.
5.4. Any dispute arising in relation to this Content Associate Agreement shall be exclusively resolved in the Courts of the State of Delhi, India.
5.5. The Company reserves the right to revoke your access rights in its sole discretion without any notice.

Exhibit A
General Terms and Conditions

The terms used in capitalized form and not defined herein shall have the same meaning ascribed to it in the Engagement Letter.

1. Definitions

1.1. “Agreement” shall mean and include the terms of the Engagement Letter, the General Terms and Conditions, Chegg Authoring Guidelines, Chegg Answering Guidelines, and Assignments.
1.2. “Content Associate”: An Content Associate shall be the natural person as Individuals only.
1.3. “Independent Contractor”: Content Associate is an Independent Contractor and not an employee of Company, and nothing herein or the performance of the Services hereunder shall create or is intended to create any employment relationship between Content Associate and Company. Content Associate shall not be eligible to participate in or receive any benefit from any benefits plan or program available to Company employees and Company shall not provide workers’ compensation coverage for Content Associate. Content Associate shall comply with all applicable laws and regulations and shall have sole responsibility for the payment of all applicable taxes and withholdings with respect to any fees paid to Content Associate. The requirements for an Content Associate to be competent to contract are:

1.3.1. The Person should be a major (aged 18 years and above);
1.3.2. The Person should be of sound mind (capable of understanding the contract and forming a rational judgement);
1.3.3. The Person should not be disqualified from contracting.
1.3.4. The Person should hold valid Indian Permanent Account Number (PAN).

2. Enrollment Additional conditions:

2.1. The Content Associate must establish his/her/their identity by providing necessary documents as desired by the Company for enrollment and the company may seek additional documents from time to time.
2.2. If we reject your participation, you will not be allowed to reapply. If we accept your application and we later determine that your content is unsuitable, we may terminate this Agreement at any time in our sole discretion without any notice.
2.3. You will ensure that the information in your application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up to date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Confidentiality and Nondisclosure:

3.1. Content Associate agrees not to use the Confidential Information (as defined below) of Company for any purpose other than to perform the Services hereunder and not to disclose, or permit access to, the Confidential Information of the Company to or by any third party (including any competitors of Company), other than representatives or agents of Content Associate who have a need to know such information consistent with the rights and obligations of the Content Associate with respect thereto and who are under an appropriate burden of confidentiality consistent with Content Associate’s confidentiality obligations hereunder. Content Associate further agrees to take all reasonable measures to protect the confidentiality of the Confidential Information of the Company from any such disclosure or access, including such measures as Content Associate utilizes to protect Content Associate’s own confidential information. Content Associate agrees to promptly notify Company in writing of any knowledge Content Associate receives with respect to any such disclosure, access, use, possession, or misappropriation of Confidential Information of Company. “Confidential Information” of
Company includes, but is not limited to, any information, study material, guidelines, technical data, or know-how relating to research, product and business plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, configuration information, marketing or finances of Company, the terms and conditions of this Agreement (including all Assignments and the content thereof and the fees therefor) and other information identified as confidential or which should be reasonably known to be confidential information of Company. The obligations of this Section shall not apply to information that (a) is in the possession of Content Associate at the time of disclosure as shown by Content Associate’s contemporaneous records, (b) is or becomes generally known to the public or readily ascertainable from public sources other than as a result of a breach by Content Associate of its obligations hereunder, (c) is independently developed by Content Associate without further reliance on Confidential Information of Company or (d) is obtained from an independent third party that created or acquired such information without reliance on other Confidential Information of Company and free of any obligation thereto. Without limiting the foregoing, Content Associate represents and warrants that any and all information, practices or techniques to be described, demonstrated, divulged or made known to Company during the performance of the Services may be divulged without any obligation to, or violation of, any right of others. Content Associate further represents and warrants that any and all practices or techniques that Content Associate discloses, along with any related materials, may be freely used by Company without violation of any law or payment of any royalty, except as Content Associate shall specifically identify in writing subject to Company’s right to approve, in its discretion, the use of any such materials.

4. Warranties, Indemnification — DISCLAIMER:

4.1. Content Associate shall indemnify, defend and hold harmless Company from and against any and all losses, claims, and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of or resulting from (a) any act or omission of Content Associate related to the Services performed hereunder; (b) any unauthorized use or disclosure by Content Associate of Confidential Information of Company; or (c) any breach of any representation, warranty or covenant of Content Associate contained in this Agreement or otherwise made to Company. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER CONTENT ASSOCIATE NOR THE COMPANY MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Term and Termination:

5.1. The term of this Agreement commences on the effective date of the acceptance of the Engagement Letter by the Content Associate and shall continue until completion of the applicable Services (the “Term”), unless earlier terminated in accordance with this Section.
5.2. Either party may terminate this Agreement at any time without cause upon 30 days’ prior written notice to the other party. The Content Associate shall ensure that all the ongoing Assignments are completed to the satisfaction of the Company during the notice period.
5.3. The Company may immediately terminate this Agreement or any Assignment, if the Company, in its sole discretion, determines that (i) the Assignment is no longer required and/or (ii) the quality of Service does not consistently meet the standards of the Company and/or (iii) the Content Associate has breached any term of this Agreement and/or (iv) the Content Associate has breached any representation or warranty. In the event of termination, Company shall not be liable to Content Associate for compensation or damages of any kind whatsoever, including direct, incidental or consequential damages, incurred as result of such termination, other than applicable fees (if any) payable hereunder for Services performed prior to termination.
5.4. The terms of this Agreement that expressly extend or by their nature extend beyond termination or expiration of this Agreement, including Sections 1 through 5, shall so survive and continue in full force and effect.
5.5. Upon the termination of an Assignment, the Content Associate shall immediately deliver to the Company any and all material relating to the Assignment.
5.6. Upon termination of this Agreement for any reason, the Content Associate shall immediately deliver to the Company (or upon Company’s instructions, destroy or delete and certify the fact of such destruction or deletion) any and all material relating to Services performed hereunder including, without limitation, all of Company’s Confidential Information and all Work Products (including all work in progress) in Content Associate’s possession or under its control without the retention of any copies, notes or excerpts.
5.7. The Company will immediately terminate this Agreement in our sole discretion including if we determine that the Services(s) include unsuitable content. Unsuitable content includes but not limited to :

5.7.1. promote or contain sexually explicit materials;
5.7.2. promote violence or contain violent materials;
5.7.3. promote or contain libelous or defamatory materials;
5.7.4. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
5.7.5. promote or undertake illegal activities;
5.7.6. include any trademark of Chegg or its Content Associates in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site (see the Trademark Guidelines for examples); or
5.7.7. otherwise violate intellectual property rights.

6. Governing Law, Remedies:

6.1. This Agreement shall be governed by Indian law. The courts at Delhi shall have the exclusive jurisdiction to settle any claim or matter arising under this Agreement. The parties agree that the prevailing party in any action, suit or proceeding arising out of this Agreement will be entitled to recover, in addition to all other remedies or damages, all costs and expenses of such action (including reasonable attorneys’ fees and costs and Content Associate fees and costs) expended in connection therewith.
6.2. Notices, Counterparts: This Agreement shall be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors and permitted assigns. Whenever notice is to be served hereunder, service shall be made personally, by facsimile transmission, by overnight courier or by registered or certified mail, return receipt requested, addressed as provided to the other party. Notice shall be effective only upon receipt by the party being served. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

7. Entire Agreement, Severability, Waiver:

7.1. This Agreement and any subsequent Assignments pursuant to this Agreement, contain the complete and exclusive agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and writings with respect thereto. No modification or alteration of this Agreement shall be effective unless made in writing and signed by both Content Associate and Company. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be found to be invalid, void or unenforceable, the remaining provisions of this Agreement and application thereof shall continue in full force and effect without impairment or invalidation. Failure to exercise or delay in exercising any right or remedy provided by this Agreement or by law shall not constitute a waiver of any right or remedy by either party. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of a right or remedy or the exercise of any other right or remedy by any party.

8. Limitation of Liability:

8.1. The Company will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this agreement, the program, operational documentation or the service offerings (defined below), even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this agreement, the
program, and the service offerings will not exceed the total advertising fees paid or payable to you under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

9. Rights of Assignment:

9.1. The Content Associate shall not, either in whole or in part, assign any rights, duties or obligations under this Agreement (including payments that are due or will become due in the future) to any third party. The Company may assign any and all rights, duties, or obligations under this Agreement to any third party in its sole discretion for any reason whatsoever.

10. Communication:

10.1. Chegg reserves the right to send information and promotional communication to you via email and mobile number provided by you at the time of registration or as updated in your profile. The consent for the same shall survive the termination of this engagement.

11. Counterparts and E-Acceptance:

11.1. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall not be required to sign on this Agreement, an acceptance of the same through click through, facsimile, PDF or other email transmission shall be considered as valid acceptance and shall be binding on the parties.

NON-DISCLOSURE UNDERTAKING

This Non-Disclosure Undertaking (this “Undertaking”), effective as of the date of the signature below (the “Effective Date”), is made between:

First Party:
Chegg India Private Limited having it’s registered office at 401, Baani Corporate One, Jasola, New Delhi- 110025, India,

and
Second Party:
Content Associate (as mentioned above in General Terms and Conditions, Clause 1.2)
First Party and Second Party may be collectively referred to as the “Parties” or individually as a “Party”.

1. The Parties wish to explore potential business opportunities (the “Business Purpose”) under which each may disclose Confidential Information (as defined below) to the other. The receiving Party agrees not to use the Confidential Information of the other for any purpose other than the Business Purpose. Nothing herein will be deemed to restrict the disclosing Party’s use of its own Confidential Information.

2. Each Party agrees that all code, inventions, know-how, technical, business, financial information or other information, in any format, that a Party obtains from the other Party or its subsidiaries constitutes the confidential property of the disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the receiving Party to be confidential information of the disclosing Party due to the nature of the information disclosed and the circumstances surrounding the disclosure. Notwithstanding the foregoing requirements, technical and financial information provided by either Party or either Party’s pricing, customer lists, marketing and product plans, development work, supplier information and forecasts will be deemed Confidential Information of such disclosing Party without any marking or further designation.

3. Each Party agrees: (i) to maintain the other Party’s Confidential Information in strict confidence, (ii) not to disclose the other Party’s Confidential Information to any third Party and (iii) use reasonable efforts to maintain the confidentiality of the other Party’s Confidential Information in its possession or control, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. Each Party may disclose the Confidential Information of the other Party to its and its subsidiaries’ employees and consultants who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose; provided that each such employee and consultant first executes a written Undertaking (or is otherwise already bound by a written Undertaking) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Undertaking. The provisions of this Section 3 will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law or regulation; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure. Each Party will inform the other Party in writing of any misappropriation or misuse of the Confidential Information of which the notifying Party becomes aware.

4. The receiving Party’s obligations in Section 3 will not apply to the extent any Confidential Information: (i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving Party; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is rightfully acquired by the receiving Party from a
third Party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without access to any Confidential Information of the disclosing Party.

5. Upon the disclosing Party’s request, the receiving Party will (i) promptly return to the disclosing Party all tangible items and embodiments containing or consisting of the disclosing Party’s Confidential Information and all copies thereof and/or permanently delete or otherwise destroy all of the disclosing Party’s Confidential Information (including electronic copies) as well as any reports, analyses, compilations, data, studies or other documents developed or prepared by the receiving Party to the extent that they include, incorporate, refer to, reflect or are based in whole or in part on any Confidential Information, and (ii) provide the disclosing Party with a written officer’s certificate certifying the receiving Party’s compliance with the foregoing obligation.

6. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS.” The Parties make no express or implied representation or warranty as to the accuracy or completeness of any of the information furnished to the other Party.

7. All Confidential Information remains the sole and exclusive property of the disclosing Party. Each Party acknowledges and agrees that nothing in this Undertaking will be construed as granting any rights to the receiving Party, by license or otherwise, in or to any Confidential Information of the disclosing Party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing Party, except as specified in this Undertaking.

8. Each Party acknowledges that the unauthorized use or disclosure of the disclosing Party’s Confidential Information would cause the disclosing Party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that the disclosing Party will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

9. This Undertaking will be construed, interpreted, governed and applied in accordance with the laws of the State of Delhi, India (excluding its body of law controlling conflicts of law). In the event of any litigation between the Parties, the prevailing Party will be entitled to reasonable attorneys’ fees and costs incurred in enforcing this Undertaking. This Undertaking is the complete and exclusive statement regarding the subject matter of this Undertaking and supersedes all prior Undertakings, understandings and communications, oral or written, between the Parties regarding the subject matter of this Undertaking. In case any provision of this Undertaking is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Undertaking shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law. This Undertaking will be binding upon the successors and assigns of the Parties. This Undertaking will not be construed as a joint venture or other business relationship. This Undertaking may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

10. This Undertaking will commence on the Effective Date and will remain in effect for five (5) years from the date of the last disclosure of Confidential Information by either party, at which time it will terminate.