This Agreement require the use of arbitration (below) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
Callvention Speakers are recognized figures in various fields who want to use their experience and knowledge to share stories and opinions with Callvention clients (“Listeners”) on an individual basis for entertainment or educational purposes. Listeners are any members of the public who want to engage with you through a telephone conversation or other Callvention Activity. A Callvention “Activity” is a communication session between a Speaker and a Listener facilitated by Callvention. Initially Activities will be pre-arranged phone calls, but may later include video conversations, marketing interviews, press interviews, and other activities designated by Callvention as Activities.
Listeners will be able to search for speakers on Callvention’s site. Speaker information will contain biographical information, potential topics for discussion, and the rate charged for Activities. If a Listener indicates the desire to have an Activity with Speaker, Callvention will arrange for a mutually-agreeable time for the Activity, and will provide the applicable details needed to facilitate the Activity (length of time purchased, topics the Listener would like to cover, etc.). Initially each party will be called by Callvention’s conference call software, which Speaker will need to install well prior to the call to be sure there are no technical issues. Your participation in Callvention Activities is always at your discretion. Callvention makes no representation regarding the frequency, quantity, or type of Activities you will receive or in which you will be chosen to participate. You may not assign Activities or delegate any portion of your work to others.
Subject to the terms of this Agreement, Callvention agrees to pay Speaker for Activity Time according to Speaker’s rate set forth above. “Activity Time” is time in minutes actually spent by Speaker with a Listener as measured by Callvention and according to Callvention’s guidelines. You acknowledge that Callvention may invoice the Listener based on a markup of your rate or supplemental fees, at Callvention’s discretion. Other than these payments, no other fees or compensation will be due you under this Agreement, including for any voice or data charges. Callvention’s other terms regarding payment are set forth in the section entitled Payment Guidelines below.
4. Callvention Policies.
By acting as a Speaker, you agree that:
- You are not prohibited or limited in any way from performing your obligations under this Agreement, whether by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), an employer’s policies or codes of conduct if you are employed, or any other obligations that limit your conduct in any way.
- You have obtained all necessary consents or waivers (e.g., the consent of your employer or any organization you are affiliated with) to participate as a Callvention Speaker.
- Your engagement in any Callvention Activity will not be subject to, and will not cause Callvention to be subject to, any union, guild, collective bargaining or similar rules or requirements.
- At all times during your participation with Callvention, you will act in good faith, will refrain from any rude, offensive or distasteful conduct, and will act in a manner that will not be detrimental to Callvention.
- You will not, except with prior written consent from Callvention, record or transcribe, or permit any third party to join, an Activity.
- When engaging in a Callvention Activity, you will abide by any obligations you may have that limit what you can discuss or the scope of your participation with Callvention, and you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule. Please do not disclose any confidential information of any third party!
Callvention will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
5. Issues with Activities.
If you become concerned with the nature of any conversation through the Callvention platform, you must discontinue your participation and notify Callvention immediately by emailing firstname.lastname@example.org calling +1 (424) 272-7249, or by notifying relevant authorities in cases where you believe a Caller is likely to commit an act of violence to him/herself or others, or has committed a crime that by its nature ought to be reported for the sake of public safety. You agree to cooperate fully in any Callvention inquiry concerning actual, alleged, or potential violations of this Agreement or any applicable law.
If you have technical difficulties with a call or other questions, you can contact email@example.com, firstname.lastname@example.org, or call our number.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY CALLVENTION ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF APPLICABLE LAW, THIS AGREEMENT, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY. Speakers are also free to decline to discuss any topics, at their will, such as personal matters.
6. Your Information.
You agree to provide Callvention with accurate and complete biographical information, and relevant materials to aid in promoting Activities with you (such as photos, links to articles, etc.). You agree that Callvention has the right to advertise and promote your participation in the Speaker program, and you hereby grant Callvention a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, sublicense, promote, transmit, modify, reformat, display, creative derivative works and perform your Personal Information and Content, in whole or in part, in all media. Callvention may exercise its rights at its discretion, and shall have no obligation to use your Personal Information or Content at any time.
You represent and warrant that any materials, regardless of format, that you submit, upload to a Callvention website, or otherwise provide to a Listener or to Callvention, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates this Agreement.
Callvention or its Listeners may ask you for other information about yourself, including your ability, availability, or suitability to speak on particular topics or in general. Collectively, such information about you, as well as any information in your Callvention Profile, is your “Speaker Information.” While Callvention may revise Speaker Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Speaker Information and ensuring its accuracy. You agree not to accept any Callvention Interaction with any Listener unless your Speaker Information is accurate, complete, and current. You understand that Callvention, Listeners, and Callvention’s third party partners are entitled to rely on your Speaker Information.
7. Payment Procedures
Unless otherwise agreed in writing by Callvention or stated in any Activity invitation, you will be compensated only for the time you spend with Listeners during Activities at your agreed rate, up to the maximum amount of minutes assigned for that specific Activity. You will not be compensated for preparation time, wait time, or time set aside if an Activity with a Listener does not occur. Activities may have defined time limits based on what the Listener has prepaid, which will be marked in the invitation and calendar item for that specific Activity. It is your responsibility to enforce the time limit during an Activity. You will be paid for no more than the prepaid amount of minutes, and you must end the call after the pre-paid number of minutes is over, as Callvention will not compensate you for any additional minutes of Activity. If an Activity ends before the pre-paid number of minutes is met, you will be compensated at their agreed rate on a per-minute basis.
All Callvention Activities must be performed through the Callvention platform, e.g., all phone calls must occur through Callvention’s dialing platform. Any exceptions will not be compensated by Callvention.
In the event that a Listener disputes your request for payment or the quality of your work on a Callvention Activity, Callvention may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Callvention has the sole and final authority to resolve such dispute in Callvention’s reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Callvention Activity to the extent Callvention reasonably determines you have violated this Agreement or Callvention’s rules, and to the extent you have already received payment for Callvention Activities involving such violations, Callvention shall have the right to recover such payments in full.
Callvention will pay you your fees for Activities on at least a monthly basis. All compensation for U.S. persons will be processed by Callvention as “1099” income. Because Speaker’s relationship with Callvention is that of an independent contractor, Speaker agrees that Speaker shall not be entitled to overtime or other premium pay under applicable federal and/or state laws, regulations, and/or Wage Orders for any Activities. Speaker shall be responsible for paying any applicable taxes on Speaker’s income under this Agreement. Callvention may require you to provide additional information (including your Social Security number or equivalent Tax Identification number) about yourself or your employer/company as part of Callvention payment procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through Callvention’s websites, not by email. Speaker is responsible for providing his/her payment information up-to-date. You also agree that all fees imposed on you by any banking institution to process any payment from Callvention are your sole responsibility.
8. Privacy and Use of Information
You agree that Callvention may collect, retain, and verify information about you, including but not limited to your Speaker Information, (“your information”), and contact you by email, telephone, SMS, call information, or otherwise, to process and administer details of your membership in the Callvention Speaker program, to provide you with opportunities to participate in Activities, to assist with required approvals and consents for Acitvity participation, to comply with applicable laws, and to tell you about Callvention’s business. If you terminate your participation in the Callvention Speaker program, Callvention will use reasonable efforts to cease email and telephone contact with you. You agree that Callvention may also use and analyze your information to administer, support, improve, market, promote, and develop the business of Callvention, its affiliates, and their respective business partners while you are a Callvention Speaker and thereafter.
You agree that Callvention may disclose your information to Listeners and third parties for the purpose of promoting Callvention’s business, including without limitation by displaying such information on Callvention’s websites, Callvention’s third party partner websites, print media, and other materials (collectively, “Marketing Materials”). If you terminate your participation in the Callvention Speaker program, Callvention will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, any such termination will not apply to your submissions of Content, or history of your participation in Callvention Activities. You agree that Callvention may disclose your information and your actual or intended participation in Activities to third parties for the purpose of verifying Callvention Speaker Information and/or confirming any consents or approvals you may need to participate in Activities.
You agree that Callvention may capture call metadata and content summaries, and provide this information to the Listener(s), Speaker(s), third-parties or any other party, as evidence of the activity being performed by such parties. Call metadata may include any information captured by our dialing technology, including call start time, call end time, call drop time and caller information.
You agree that Callvention may disclose your information in response to legal process, to protect Callvention’s or a Listener’s rights, as otherwise required by law or if pertinent to judicial or governmental investigations, or for the prevention or detection of a crime or fraudulent conduct. If Callvention sells all or part of its company or enters into a partnership with another business entity, you agree that Callvention may disclose your information to its new business partners or owners who may then provide you with information about their products and services. You agree that Callvention may share your information with third parties to further the businesses of Callvention, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to you without your prior consent. Callvention will not sell your information to third-party marketers or similar organizations. Whenever we share your information, we will always give due consideration and adopt appropriate measures to ensure that any disclosure does not cause any unwarranted prejudice to your privacy.
You consent to Callvention collecting and maintaining your information. You agree that Callvention’s processing of your information is necessary to facilitate your participation in Callvention Activities, to service its Listeners, and to further its business purposes.
While you are a Callvention Speaker and thereafter, you agree not to disclose or to attempt to use or personally benefit from any Restricted Information (as defined below) that is disclosed to or known by you because of your participation as a Callvention Speaker, until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Callvention. The following should be considered strictly confidential: (1) the terms of this Agreement, (2) the identity of Listeners (e.g., do not list Listeners on social media or your website); (3) information about the Listeners, or any of the Listeners’ own stories; and (4) any other nonpublic or proprietary information of Callvention or its Listeners (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Callvention, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Callvention in protecting such information to the extent possible under applicable law. Upon request by Callvention or the applicable Client, you agree to return or destroy all Restricted Information in your possession.
Callvention can make no promises that Listeners will not disclose, publish or record Callvention Activities with any Speaker. Callvention attempts to ensure that Listeners follow Callvention’s Listener agreement and keep Activities confidential, but Callvention only has limited control over Listener behavior. Callvention Speakers must assume any discussions or content shared may end up in the public domain. It is the responsibility of the Speaker to determine what can and cannot be discussed in a Callvention Activity.
10. Limitation on Liability.
CALLVENTION SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, RELATING TO OR ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN CALLVENTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CALLVENTION’S AGGREGATE LIABILITY TO YOU ARISING OUT OF, FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY CALLVENTION UNDER THIS AGREEMENT. Each party acknowledges that the foregoing limitations are an essential element of the Agreement between the parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.
Speaker will indemnify and hold harmless Callvention and its successors and their respective affiliates, officers, directors and employees against and from all claims, actions, demands, damages, liability and expenses (including court costs and reasonable attorneys’ fees) arising out of or in connection with (i) Speaker’s breach of this Agreement; (ii) materials created/provided by Speaker inclusive of libel, slander, defamation, invasion of the right of privacy, or violation or infringement of copyright or trademark, literary rights or otherwise; or (iii) any action(s) which would constitute a basis for termination pursuant to the terms of this Agreement. Speaker shall not, without the prior written consent of Callvention, effect any settlement of any pending or threatened proceeding in respect to which Callvention is or could be indemnified hereunder unless such settlement either (a) includes an unconditional release of Callvention from all liability on all claims that are the subject matter of such proceeding or (b) is consented to in writing by Callvention (which consent shall not be unreasonably withheld).
- Miscellaneous Terms.
13.1. Independent contractors. Speaker and Callvention are Independent contractors, and nothing in this Agreement creates any partnership, joint venture or agency relationship. Speaker has no ability to bind Callvention to any agreements or other obligations and will not attempt to do so. Speaker agrees that you are joining Callvention in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and Callvention.
13.2. No Third Party Consideration. Speaker will not accept, directly or indirectly from any person other than Callvention, any money, service or other valuable consideration to include any matter in any Services. Speaker, without the prior permission of Callvention, will not attempt to promote any commercial product, service or organization of, or at the request of, any party with a financial stake in the success of such product, service or organization.
13.3. Survival of Certain Provisions. The provisions of the sections of this Agreement entitled Payment Procedures, Privacy and Use of Information, Confidentiality, Limitation of Liability, Indemnification, Arbitration and Miscellaneous, along with any other term or provision normally surviving the expiration or termination of an agreement, will remain in effect and survive the termination or expiration of this Agreement in due course or otherwise.
13.4. Termination. Subject to your obligation to complete Activities for which you are engaged, you have the right to withdraw from Callvention Speaker program at any time upon notice to Callvention, and Callvention has the unlimited right to terminate or limit your membership in Callvention Speaker program at any time and for any reason. Callvention’s termination right shall not be interpreted to limit Callvention’s rights or remedies against you in the event you breach any term of this Agreement.
13.5. Choice of Law. Irrespective of the place of execution or performance, the Agreement will be governed, construed, and enforced in accordance with the laws of the State of California, excluding choice of law principles of such state that would require the application of the laws of a jurisdiction other than California. Speaker and Callvention consent to the exclusive jurisdiction of the courts of the state of California and the courts of the United States located in the state of California, in connection with any lawsuit, action or proceeding arising out of or relating to this Agreement, with venue in San Francisco, California.
13.6. Waiver and Severability. The failure of Callvention to require the performance of any term of this Agreement or the waiver by Callvention of any breach under this Agreement will not prevent a subsequent enforcement of such term by Callvention nor be deemed a waiver of any subsequent breach. The invalidity or unenforceability of any provision of this Agreement shall not for those reasons alone affect the validity or enforceability of any other provision of this Agreement.