This Thought Partner Service Provider Agreement (this “Agreement”) is by and between the individual identified on the signature page hereto (the “Service Provider”) and Collaborative Ledger LLC, a Delaware limited liability company (“CLL” or the “Company”), effective as of the date of the Service Provider’s signature as set forth on the signature page hereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and CLL agree as follows:
Service Provider, acting as an independent contractor and not an employee of CLL, agrees to serve as a Thought Partner on the Platform, participating in brainstorming discussions with individuals who have registered as users on the Platform (“Users”) regarding business-related matters, including finance, accounting, compliance, human resources, and other business-related matters, all subject to the terms and conditions set forth in this Agreement.
Service Provider acknowledges and agrees that services provided to Users under this Agreement will be limited as follows:
As a Thought Partner on the Platform, Service Provider agrees to:
Service Provider may, in their sole discretion, choose to meet or continue conversations with Users outside the Platform. Any time spent with Users off the platform will be their own time, not subject to compensation by CLL. Notwithstanding the foregoing, Service Provider agrees that all limitations and restrictions set forth in Sections 1.2 and 1.3 will apply with equal force and effect to any and all communications that take place between Service Provider and Users outside the Platform except to the extent that Service Provider and a User directly enter into a separate, formal engagement agreement for services unrelated to CLL and the Platform, at which time such separate engagement agreement will apply to all of Service Provider’s communications with such User outside the Platform from and after the effective date of such separate engagement agreement. Service Provider shall provide CLL with written notice of any such separate engagement agreement within 15 days of its execution, which notice shall identify the relevant User and the effective date of such agreement.
Service Provider agrees to pay an annual subscription fee of $600 to maintain an active profile and access on the Platform as a Thought Partner. Such subscription fee is due and payable as of the effective date of this Agreement for the initial term, and on each annual anniversary thereof and is non-refundable; provided, however, that in the event the Service Provider terminates this Agreement due to a material breach or violation of this Agreement by CLL, CLL will refund to Service Provider a prorated portion of any prepaid annual subscription fee, calculated based on the number of full calendar months remaining in the applicable annual subscription period as of the effective date of termination]. In the event that Service Provider fails to pay such annual subscription fee by the deadline set forth in this paragraph, CLL may, in its sole discretion, remove Service Provider’s profile from the Platform and cease allowing Service Provider access to the Platform.
CLL will pay Service Provider 20% of the subscription fees actually received by CLL from Users (the “Revenue Share”) as payment for formally scheduled conversations via the Platform in which Service Provider participated as a Thought Partner. Notwithstanding the foregoing, in the event that more than one (1) Thought Partner engaged in a scheduled conversation via the Platform with an individual User during any month, the subscription fees received by CLL from such User will be shared among Service Provider and such other Thought Partner(s) as follows: on a pro rata basis based on each Thought Partner’s proportional participation in such scheduled conversation during the applicable month, as determined by CLL in good faith based on the records maintained by the Platform. Service Provider acknowledges and agrees that the Revenue Share shall be Service Provider’s entire compensation for providing services under this Agreement.
Service Provider acknowledges and agrees that:
Service Provider shall be solely responsible for:
Service Provider acknowledges and agrees that they shall at all times be an independent contractor and NOT an employee of CLL. Service Provider further agrees that they will:
Service Provider shall have no authority to:
So long as Service Provider complies with the terms and limitations provided in this Agreement, CLL will indemnify, defend, and hold harmless Service Provider as provided in Section 8.2 below. Notwithstanding the foregoing, CLL will have no obligation to indemnify Service Provider or have any other liability of any kind to the extent that Losses (defined below) relate to (a) Service Provider’s engagement in any communications of any type outside of the Platform, (b) communications by Service Provider on the Platform that are in violation of any limitations set forth in this Agreement, or (c) any other breach, violation, negligence or misconduct by Service Provider.
Service Provider will at all times be responsible for obtaining and maintaining any professional liability insurance they deem necessary, which must include insurance of such types and amounts as commonly maintained by other equally situated professionals. CLL will not provide or maintain insurance coverage for the Service Provider.
CLL represents and warrants to Service Provider that:
To the fullest extent permitted by applicable law, Service Provider waives the right to bring any claim against CLL for: (a) any employment-related claims, the parties acknowledging that this Agreement establishes an independent contractor arrangement as set forth in Section 3; (b) any discrimination or harassment claims; and (c) any loss of income or compensation due to User actions or Platform usage.
Service Provider acknowledges that all User information, conversation content, business issues discussed, and any personal or company data shared during platform interactions are strictly CONFIDENTIAL. Service Provider will at all times comply with the Confidentiality Terms.
This Agreement is in effect commencing as of the date of Service Provider’s signature as set forth on the signature page hereto, and shall continue in full force and effect until either party terminates this Agreement as provided in this Section 6.
Either party may terminate this Agreement at any time for any reason by providing the other party with written notice of such party’s election to terminate.
Termination shall be effective:
Upon the effective date of termination:
The parties acknowledge and agree that Service Provider may, concurrently with or after termination of the term of this Agreement, register on the Platform as a User, in which case Service Provider’s activities on the Platform as a User would be subject to the terms and conditions of a separate Platform Subscription and User Agreement with CLL.
Each party represents, warrants and covenants to the other party that (i) they have full authority to enter into and perform their respective obligations under this Agreement and are not subject to any conflicting obligations or agreements; (ii) this Agreement is a legal, valid and binding agreement of the party and enforceable against it; (iii) the execution and delivery of this Agreement will not, to each party’s knowledge, violate any statute, regulation or any other restriction upon the party; (iv) it has secured all requisite authorizations and approvals necessary for the execution, delivery and performance of this Agreement, and (v) its performance under this Agreement will at all times be in compliance with all applicable laws and professional standards.
Service Provider represents and warrants to CLL:
Service Provider acknowledges and agrees that, in serving as a Thought Partner as contemplated in this Agreement, they will NOT be:
Service Provider agrees to indemnify, defend, and hold harmless CLL and its members, managers, officers, directors, employees, representatives, and agents from and against any and all losses, liabilities, costs, expenses (including reasonable attorneys’ fees), fines, or other monetary or non-monetary penalties (collectively, “Losses”) arising from or related to:
Notwithstanding the foregoing, Service Provider will have no indemnification obligations to the extent that any Losses are determined to be a result of CLL’s breach or violation of any terms of this Agreement, gross negligence, or intentional misconduct.
CLL agrees to indemnify, defend, and hold harmless Service Provider, together with their agents and representatives, from and against any and all Losses arising from or related to:
Notwithstanding the foregoing, CLL will have no indemnification obligations to the extent that any Losses are determined to be a result of Service Provider’s breach or violation of any terms of this Agreement, gross negligence, or intentional misconduct.
To make a claim for indemnification, the indemnified party must promptly notify the indemnifying party in writing of any claim, reasonably cooperate in the defense, and provide the indemnifying party full authority to defend or settle the claim or suit; provided, however, that the indemnifying party may not settle any claim or suit against an indemnified party without the written consent of the indemnified party (which will not be unreasonably withheld or delayed) and that the failure to furnish notice of any claim or suit will not limit the indemnifying party’s indemnity obligations under this Agreement except to the extent such failure materially prejudices the indemnifying party’s ability to defend the claim or suit. In the event the indemnifying party does not assume control and defense of a claim or suit, the indemnified party may assume such control and defense at the indemnifying party’s expense.
EXCEPT FOR BREACHES OF CONFIDENTIALITY OR GROSS NEGLIGENCE, OR TO THE EXTENT SUCH AMOUNTS ARE AWARDED IN A THIRD-PARTY CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS, IN ALL CASES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
EXCEPT FOR LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, VIOLATIONS OF APPLICABLE LAW, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF THE REVENUE SHARE PAID TO SERVICE PROVIDER, OR (II) THE TOTAL SUBSCRIPTION FEES PAID BY SERVICE PROVIDER TO CLL, IN EACH CASE DURING THE 12 MONTHS PRECEDING THE CLAIM.
Except as expressly set forth in Section 7 of this Agreement, the Platform and all services provided thereunder are provided “as is” and “as available,” without warranty of any kind, express or implied. To the fullest extent permitted by applicable law, CLL disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy, and any warranties arising from course of dealing or usage of trade. CLL does not warrant that the Platform will be uninterrupted, error-free, or secure, or that any defects will be corrected. CLL makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content, information, or brainstorming perspectives available through the Platform.
CLL agrees that, as between Service Provider and CLL, Service Provider shall retain sole and exclusive intellectual property rights in and to:
To the extent Service Provider incorporates any pre-existing materials into conversations on the Platform, subject to the Confidentiality Terms, Service Provider hereby grants to CLL a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sublicensable license to use, reproduce, display, distribute, modify, and create derivative works of such pre-existing materials solely in connection with the operation, improvement, and promotion of the Platform.
Service Provider agrees that CLL exclusively owns all rights in and to the Platform, its design, functionality, source code, algorithms, and technology. Service Provider may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any software used in the Platform, nor may Service Provider use any elements of the Platform for developing or creating another product in any way based upon or intended to compete with the Platform. CLL will retain all right, title, and interest in and to (including the right to use in any way) all designs, plans, drawings, specifications, tools, know-how, methodologies, processes, background technologies, concepts, and ideas used or developed by CLL or its contractors, agents, or representatives in operating and maintaining the Platform.
Service Provider acknowledges that no rights in the Platform or its technology are granted to Service Provider by reason of this Agreement, except for the limited right to access and use the Platform as a Thought Partner during the term of this Agreement. Service Provider shall not use any Platform content, data, or technology to develop, enhance, or operate any service that competes with the Platform.
Service Provider hereby irrevocably assigns to CLL all right, title, and interest in and to any work product, content, or materials created by Service Provider specifically at the request of CLL in connection with the Platform (as distinguished from Service Provider’s pre-existing materials under Section 10.1 and contributions to conversations under Section 10.3), including all intellectual property rights therein. To the extent any such work product qualifies as a “work made for hire” as defined under the U.S. Copyright Act, it shall be considered as such; to the extent it does not, the foregoing assignment shall be fully effective. Service Provider agrees to execute any documents and take any actions reasonably necessary to effectuate, evidence, or perfect such assignment. To the extent Service Provider fails or is unable to execute any such documents, Service Provider hereby irrevocably appoints CLL as Service Provider’s attorney-in-fact, coupled with an interest, to execute such documents on Service Provider’s behalf.
Service Provider represents and warrants that all materials, methodologies, frameworks, and content provided by Service Provider on the Platform do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.
To the fullest extent permitted by applicable law, Service Provider hereby irrevocably waives and agrees never to assert any and all moral rights (including rights of attribution, integrity, disclosure, and withdrawal, and any similar rights under any jurisdiction’s laws) with respect to all conversation content and Platform-specific work product created under this Agreement.
Any feedback, suggestions, ideas, enhancement requests, or recommendations provided by Service Provider regarding the Platform or its operation (“Feedback”) shall become the sole and exclusive property of CLL. CLL shall have no obligation to compensate Service Provider for, or provide attribution with respect to, any Feedback, and CLL shall be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in any manner without restriction or obligation of any kind.
All licenses granted by Service Provider to CLL under this Section 10, and all ownership rights vested in CLL with respect to conversation content and work product, shall survive the termination or expiration of this Agreement in perpetuity.
Service Provider hereby grants to CLL a non-exclusive, royalty-free, worldwide, sublicensable license to use Service Provider’s name, professional biography, likeness, photograph, and credentials (collectively, “Profile Materials”) in connection with the operation, marketing, and promotion of the Platform, including on the Platform itself, on CLL’s website, and in CLL’s marketing materials. CLL may edit or adapt Profile Materials for consistency with the Platform’s style and format; provided, however, that CLL shall not materially alter the substance of Service Provider’s professional qualifications or experience without Service Provider’s prior written approval. This license shall terminate upon the effective date of termination of this Agreement, except that CLL may retain and display archived or anonymized versions of Profile Materials for historical or research purposes.
If the Service Provider is domiciled in California, the parties acknowledge that as of January 1, 2025, California law imposes specific requirements for independent contractor agreements. This Agreement complies with the FWPA by:
Service Provider is responsible for understanding and complying with all applicable laws and regulations in their jurisdiction, and all professional standards of conduct applicable to Service Provider.
No party shall be liable for any failure or delay in performing any obligation under this Agreement (other than payment obligations) to the extent caused by circumstances beyond such party’s reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, cyberattack, civil unrest, government action, embargo, fire, flood, power or telecommunications failure, or labor dispute not involving the affected party’s own employees (each, a “Force Majeure Event”). The affected party shall give prompt written notice describing the Force Majeure Event and its expected duration, use commercially reasonable efforts to mitigate and resume performance, and provide periodic updates. If a Force Majeure Event continues for ninety (90) consecutive days, any affected party may terminate this Agreement upon thirty (30) days’ written notice without liability for such termination, other than accrued obligations and obligations surviving under Section 6.4.
The parties hereto agree that in performing their responsibilities pursuant to this Agreement, they are in the position of independent contractors. This Agreement is not intended to create, nor does it create, a partnership, joint venture, or any association for profit between CLL and Service Provider. Under no circumstances does Service Provider have the authority to bind CLL to any contract or other obligation.
This Agreement is entered into solely for the benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt: (a) any rights that Service Provider may have as a third-party beneficiary of the User Agreement arise solely under and pursuant to the User Agreement (a separate agreement between CLL and each User), and not under this Agreement; and (b) nothing in Section 8.3 of this Agreement creates third-party beneficiary rights in or under this Agreement.
This Agreement and any rights and obligations hereunder shall not be assignable or transferable by either party without the prior written consent of the other party and any purported assignment without such consent shall be void and without effect; provided, however, that CLL may assign this Agreement to any successor entity or affiliate without the consent of Service Provider. Service Provider shall not subcontract any rights or obligations under this Agreement to any person or entity without CLL’s prior written consent. Notwithstanding the foregoing, CLL may engage third-party service providers (including cloud hosting providers, payment processors, analytics providers, and technical support providers) in connection with the operation of the Platform without Service Provider’s consent, provided that such service providers are bound by confidentiality obligations consistent with the Confidentiality Terms. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
No party hereto will be deemed to have waived any of its rights, powers, or remedies hereunder unless such party approves such waiver in writing. Any delay, waiver, or omission by a party to exercise any right or power arising from any breach or default in any of the terms, provisions, or covenants of this Agreement will not be construed to be a waiver by that party of any subsequent breach or default of the same or other terms, provisions, or covenants.
The Confidentiality Terms and Platform Guidelines are incorporated into and made a part of this Agreement by reference as if fully set forth herein. This Agreement, including the Confidentiality Terms and Platform Guidelines, constitutes the entire agreement between the parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby. No modification or amendment of this Agreement will be effective unless and until set forth in writing and signed by the parties hereto. Notwithstanding the foregoing, Service Provider agrees that CLL may unilaterally modify the Confidentiality Terms in accordance with the amendment provisions thereof (including Section 8.2 of the Confidentiality Terms), and any such modification shall become binding on Service Provider as of the effective date set forth in such modification. If Service Provider objects to any such modification, Service Provider’s sole remedy shall be to terminate this Agreement by providing written notice to CLL within 15 days of the date CLL issues such modification. If Service Provider does not terminate this Agreement within such period, Service Provider’s continued provision of services shall constitute acceptance of the modification. Service Provider further acknowledges that, to the extent of any conflict between the Confidentiality Terms and this Agreement, the Confidentiality Terms shall control with respect to confidentiality matters, consistent with the terms of the Confidentiality Terms.
If any provision of this Agreement or portion thereof is held invalid, illegal, void, or unenforceable by reason of any rule of law, administrative or judicial provision, or public policy, all other provisions of this Agreement will nevertheless remain in full force and effect to the extent such remaining provisions accurately reflect the intent of the parties.
Except as otherwise specifically provided herein, each party will bear its own legal, accounting, and other costs, including taxes, if any, in connection with this Agreement and the transactions contemplated herein.
No rule of construction will be applied to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part hereof. The Section headings in this Agreement are for convenient reference only and will be given no substantive or interpretive effect. With respect to all terms used in this Agreement, words used in the singular include the plural, and words used in the plural include the singular. The word “including” means “including, without limitation,” and the words “herein”, “hereby”, “hereto”, and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (a) to Sections mean the Sections of this Agreement; (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time, to the extent provided by the provisions thereof and by this Agreement; and (c) to a statute or a regulation mean such statute or regulation as amended from time to time.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. A signed copy of this Agreement (or a signature page hereto) delivered by email, “.pdf” format, or other means of electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
All notices hereunder shall be in writing unless expressly provided otherwise, and shall be delivered to the parties at the address set forth on the signature page hereto: (i) personally, (ii) by registered or certified mail, postage prepaid, or by overnight courier service, or (iii) by electronic mail or similar means. Notices shall be effective on the third business day following the date of mailing, and upon receipt if sent personally, by overnight courier service, or by confirmed electronic mail or similar means. A party may change its address or other contact information listed above by written notice to the other party in accordance with this Section.
Service Provider and CLL agree to attempt to resolve disputes informally through good-faith negotiation before pursuing legal action. The party seeking to invoke this provision shall provide written notice to the other party describing the nature of the dispute, and the parties shall negotiate in good faith for a period of no less than thirty (30) days following such notice before either party may commence arbitration proceedings under Section 14.3.
This Agreement will be governed by and must be construed in accordance with the laws of the State of Delaware without giving effect to any choice of law rules that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, that cannot be resolved through the informal negotiation process described in Section 14.1, shall be submitted to and finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within fifteen (15) days, appointed by the AAA. The seat of arbitration shall be Orange County, California. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including injunctive relief and specific performance. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The administrative fees and expenses of the AAA and the fees of the arbitrator shall be shared equally by the parties as an initial matter; provided, however, that the arbitrator shall have full authority to reallocate such fees and to award reasonable attorneys’ fees, costs, and expenses to the prevailing party in accordance with Section 14.6.
The parties consent to the jurisdiction of the courts identified below for any civil action or proceeding arising under or relating to this Agreement; provided, however, that such consent shall not constitute a waiver of the obligation to arbitrate disputes pursuant to Section 14.3. Notwithstanding the foregoing, the parties’ submission to court jurisdiction is limited to the following proceedings: (a) actions to compel, stay, or otherwise enforce arbitration pursuant to this Agreement; (b) actions to confirm, correct, modify, or vacate an arbitration award rendered pursuant to Section 14.3; and (c) applications for temporary restraining orders or preliminary injunctive relief pending the constitution of the arbitral tribunal or its assumption of jurisdiction over the dispute (which shall not be deemed a waiver of the obligation to arbitrate). The parties consent to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware for all such limited court proceedings. Each party hereby (i) submits to the exclusive jurisdiction of such courts for the purposes described in this Section 14.4, (ii) waives any claim of inconvenient forum or other challenge to venue in such courts for such purposes, and (iii) agrees not to bring any proceeding described in this Section 14.4 in any other court. Nothing in this Section 14.4 shall be construed to allow either party to litigate the merits of any dispute that is subject to arbitration under Section 14.3 in any court of law.
Service Provider waives the right to participate in any class action, class arbitration, or representative action against CLL. Disputes must be brought in an individual capacity.
The prevailing party in any arbitration proceeding under Section 14.3, or in any court proceeding permitted under Section 14.4, shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses (including the costs of arbitration and expert fees) from the non-prevailing party. In any arbitration, the arbitrator shall determine which party, if any, is the prevailing party and shall include an award of attorneys’ fees and costs as part of the arbitration award. This Section 14.6 supersedes any default cost-allocation rule under the AAA Commercial Arbitration Rules with respect to the award of attorneys’ fees.
To the fullest extent permitted by applicable law, each party irrevocably waives the right to a trial by jury in any action or proceeding arising out of or relating to this agreement.
By signing below, both parties acknowledge that:
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SIGNATURES
FOR CLL:
By: ____________________________________ Name: __________________________________ Title: ___________________________________ Date: ___________________________________ Email: __________________________________
FOR SERVICE PROVIDER:
By: ____________________________________ Name: __________________________________ Date: ___________________________________ Email: __________________________________ Address: ________________________________ Tax ID (EIN or SSN): _____________________
