Direct Contract Terms

This Direct Contract Terms tells you Raised Networks Inc., a Delaware corporation (hereinafter: “Raised”) policies.
Any Service Contract with respect to a Packaged Service will be on the terms set out in these Direct Contract Terms.

Any Service Contract with respect to a Project will be on the terms set out in these Direct Contract Terms to the extent that Client and Consultant have not entered into another agreement or terms with respect to such Project.

With respect to any Service Contract, Clients and Consultants may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.).

1. Parties

Client and Consultant identified on the Site under the Service Contract are the parties to the Service Contract. Raised is not a party to the Service Contract.

2. Services

Client and Consultant agree that the Consultant is performing services as an independent contractor and that Consultant is not an employee or agent of Client. Consultant will perform the Consultant Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Consultant Services will be determined and controlled solely by Consultant, which is engaged by Client as an independent contractor.

The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

3. Packaged Services

3.1 Calls

When a Client engages a Consultant for a " Call", Consultant agrees to participate in a teleconference call with Client. The duration of a Call is one hour. Consultant is not obliged to provide any follow-up or related Consultant Services after a Call.

The Consultant Fee for a Call is either: (i) the Consultant Fee for Calls indicated on the Site for such Consultant, or (ii) if the Consultant Fee for Calls is not indicated on the Site for such Consultant, [100] US Dollars.

3.2 Mentoring

When a Client engages a Consultant for " Mentoring", Consultant agrees to participate in at least [4] teleconference calls with Client per calendar month. The duration of each such call is one hour. Consultant may, but is not obliged to, provide additional or related Consultant Services as a part of the Mentoring engagement without additional charge to Client.

The Consultant Fee for Mentoring is either: (i) the Consultant Fee for Mentoring indicated on the Site for such Consultant, or (ii) if the Consultant Fee for Mentoring is not indicated on the Site for such Consultant, [100] US Dollars per month.

3.3 Projects

When a Client engages a Consultant for a " Project", Consultant agrees to perform such Consultant Services as may be agreed between the Client and the Consultant directly (e.g. by email) and/or in a written agreement (e.g. a statement of work).

The Consultant Fee for Hourly Contracts is calculated based on the hourly rate set by the Consultant, and the Consultant Fee for Fixed-Price Contracts is as agreed between the Client and the Consultant directly.

3.4 General

To the extent not provided otherwise in this clause 3, these Direct Contract Terms apply to any engagement between Client and Consultant for Packaged Services.

4. Client payments and billing

Consultant agrees to accurately report hourly invoices by billing hours worked.

5. Termination of a service contract

Under Hourly Contracts, either Client or Consultant has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Consultant Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Consultant Fees for any Consultant Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client's Payment Method has been charged, absent a full refund to Client by Consultant, the Service Contract does not terminate until the Consultant Services are completed. However, either Client or Consultant has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Consultant.

Client may terminate a Service Contract for a Call within the first ten minutes of the Call, in which case no Consultant Fee is payable to Consultant. Consultant is not entitled to terminate a Service Contract for a Call.

A Service Contract for Mentoring does not terminate until the calendar month for which the Consultant Fee has been charged has expired. If a Service Contract for Mentoring is terminated, Client does not have the right to recover any payments already released to Consultant.

6. Intellectual property rights

Under Hourly Contracts, either Client or Consultant has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Consultant Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Consultant Fees for any Consultant Services provided prior to termination of the Hourly Contract.

6.1 Third-party rights

Client grants Consultant a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Consultant Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client's written request, Consultant will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables contained in or on Consultant's premises, systems, or any other equipment or location otherwise under Consultant's control. Within ten days of such request from Client, Consultant agrees to provide written certification to Client that Consultant has returned or destroyed all Client Materials and Work Product as provided in this subsection.

6.2 Client materials

Upon Consultant's receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Consultant has any Intellectual Property Rights to the Work Product that are not owned by Client upon Consultant's receipt of payment from Client, Consultant hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Consultant retains no rights to use, and will not challenge the validity of Client's ownership in, such Intellectual Property Rights. Consultant hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

6.3 Ownership of work product and intellectual property

If Consultant has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Consultant, Consultant hereby automatically, upon Consultant's receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Consultant, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Consultant has any rights to such Work Product that cannot be assigned or licensed, Consultant hereby automatically, upon Consultant's receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

6.4 License to or waiver of other rights

To the extent a Client or Consultant provides Confidential Information to the other, the recipient will protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Consultant Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Consultant); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Consultant Services.

7. Confidential information

7.1 Confidentiality

If and when Confidential Information is no longer needed for the performance of the Consultant Services for a Services Contract or at Client's or Consultant's written request (which may be made at any time at Client's or Consultant's sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.

7.2 Return

Without limiting Section 7 (Confidentiality), Client and Consultant will not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for performance of Consultant Services for a Services Contract.

7.3 Publication

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7.4 Immunity

The following capitalized terms have the following meanings:

8. Definitions

" Client" means any person who entered into a Service Contract to obtain Consultant Services from a Consultant.

" Client Deliverables" means requests, intellectual property, and any other information or materials that a Consultant receives from a Client to perform Consultant Services.

" Client Materials" means requests, intellectual property, and any other information or materials that Client provides to Consultant for Consultant to perform Consultant Services.

" Confidential Information" means Client Deliverables, Consultant Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Consultant Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Consultant or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information.

" Fixed-Price Contract" means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Consultant, prior to the commencement of a Service Contract, for the completion of all Consultant Services contracted by Client for such Service Contract.

" Consultant" means any person who entered into a Service Contract to perform Consultant services for a Client.

" Consultant Deliverables" means requests, intellectual property, and any other information or materials that a Client receives from a Consultant for a particular Service Contract.

" Consultant Fees" means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Consultant in any Hourly Invoice, multiplied by the hourly rate set by the Consultant; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Consultant; and (c) any bonuses or other payments made by a Client.

" Hourly Contract" means a Service Contract for which Client is charged based on the hourly rate set by the Consultant.

" Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

" Packaged Services" means, collectively, Calls and Mentoring.

" Service Contract" means the contractual provisions between a Client and a Consultant governing the Consultant Services to be performed by a Consultant for Client.

" Work Product" means any tangible or intangible results or deliverables that Consultant agrees to create for, or actually delivers to, Client as a result of performing the Consultant Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.