Engagement Terms & Conditions

EXPERT TERMS AND CONDITIONS

Updated on 18th November 2020

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” (“EXPERT”) 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 online homework help for college students. Chegg offers help in various subjects related to Math, Science, English, Engineering, History, Business and Social Sciences.
1.2. You will be assigned certain services, hereinafter separately or collectively referred to as “Services”, which may be one or more of: (i) authoring solutions (“Textbook Solution(s)”); (ii) submitting Q&A responses (“Q&A Answer(s)”) on the Q&A Board, in the subject(s) wherein you have proven expertise by successfully completing the requisite tests ; and (iii) creation of Topic Pages (“TP”).

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 assigned Services, the Company will, through the designated expert manager (“Manager“)

2.3.1. for Textbook Solutions: assign the textbooks, corresponding per-solution compensation rate, and the deadline for delivery of specified solutions.
2.3.2. for Q &A Answers: provide guidance on what and how to provide answers, as per Chegg Answering Guidelines. Compensation and time slots will be as agreed with your Manager for each Q&A Answer.
2.3.3. For Topic Pages: provide the topic and details of the content to be created.

3. Service Guidelines

3.1. After you have been notified that you have been accepted into the Program, follow the guidelines below for each assigned Services:

3.1.1. Textbook Solutions

3.1.1.1. Textbook Solutions must be in compliance with Chegg’s authoring guidelines (“Chegg Authoring Guidelines“);
3.1.1.2. Textbook Solutions must be submitted within the timeline assigned by your Manager;
3.1.1.3. Textbook Solutions must be submitted in batches of size not less than 25 solutions a piece; and
3.1.1.4. Textbook Solutions must be accurate and complete and must not be plagiarized.

3.1.2. Q&A Answers

3.1.2.1. Q&A Answers must be provided to the student in accordance with the answering
guidelines (“Chegg Answering Guidelines”; collectively with Chegg Authoring
Guidelines, the “Guidelines”) and instruction of your Manager;
3.1.2.2. You will work during your agreed time slots as discussed with your Manager; and
3.1.2.3. Q&A Answers must be accurate and complete and must not be plagiarized.

3.1.3. Topic Pages

3.1.3.1. The content in Topic Pages will be based on the topic provided by the Company;
3.1.3.2. The Article must be submitted within the timeline assigned by your Manager;
3.1.3.3. The Article must meet any guidelines as defined by the Manager;
3.1.3.4. The Article must be accurate and complete and must not be plagiarized.
3.2. 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. You will be compensated on a per solution or answer or 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;
4.2. The Company has the right to reject and/or refuse to pay you for any Textbook Solution or Q&A Answer or
TP that does not comply with the Guidelines, or your Manager’s instructions, or found to be inaccurate,
incomplete, or plagiarized;
4.3. The eligible compensation per Q&A Answer on the Q&A Board will depend on your subject and your
performance in the Services as evaluated by the Company. From time to time, your performance will be
reviewed and your eligible payout per Q&A Answer solution may be adjusted accordingly;
4.4. Payment for approved Textbook Solutions and/or Q&A Answers or SEO Article, 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 Textbook Solutions or Q&A Answers or Topic Pages rejected by the
Company in its sole discretion.
4.4.2. A penalty of twice the per-solution rate will be deducted from your payment for any incorrect
Textbook Solutions submitted. This penalty doesn’t apply to Q&A Answers. Payment will be made
only after making necessary deductions based on the quality check report.
4.4.3. Sometimes in-house experts may not complete the verification of all submitted Textbook
Solutions before the payment date. In such cases, while the verification continues, 10% of the full
payment amount may be withheld until the next payment date to avoid paying for inaccurate
solutions.
4.4.4. TDS (Tax Deducted at Source) will be applicable as per the prevailing income tax rules.

5. Miscellaneous

5.1. The Expert 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 Expert’s participation in Service(s) if the Company
determines, in its sole discretion, that the Expert’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 Expert Agreement constitutes the entire understanding between the Company and the Expert. This
Expert 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 Expert Agreement shall be exclusively resolved in the Courts of the
State of Delhi, India.
5.5. The Company reserves the right to revoke your answering privileges for Textbook Solutions and/or Q&A
Answers or Topic Pages, in its sole discretion.

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. “Person”: The term ‘person’ shall be the natural person as Individuals only.
1.3. “Independent Contractor”: Expert 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 Expert and Company. Expert 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 Expert. Expert 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 Expert. The
requirements for an Expert 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 Expert must identify his/her/their identity through the documents desired by the Company 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.
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. Expert 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
Expert who have a need to know such information consistent with the rights and obligations of the Expert with
respect thereto and who are under an appropriate burden of confidentiality consistent with Expert’s confidentiality
obligations hereunder. Expert 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 Expert
utilizes to protect Expert’s own confidential information. Expert agrees to promptly notify Company in writing of
any knowledge Expert 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 Expert at the time of
disclosure as shown by Expert’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 Expert of its obligations hereunder,
(c) is independently developed by Expert 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, Expert
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. Expert further represents and warrants that any and all practices
or techniques that Expert discloses, along with any related materials, may be freely used by Company without
violation of any law or payment of any royalty, except as Expert 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. Expert 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 Expert related to the Services performed hereunder; (b) any unauthorized use or disclosure by Expert
of Confidential Information of Company; or (c) any breach of any representation, warranty or covenant of Expert
contained in this Agreement or otherwise made to Company. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER
EXPERT 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
Expert 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 Expert 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 Expert has breached any term of this Agreement and/or (iv)
the Expert has breached any representation or warranty. In the event of termination, Company shall not be liable
to Expert 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 Expert 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 Expert 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 Expert’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 those that:

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 Experts 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 expert 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 Expert 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 Expert 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.

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.

Managed Network Expert (MNE) Engagement Terms & Conditions

 

Terms and conditions updated on 09.07.19

Thank you for your interest in serving as a Managed Network Expert!

Chegg is the leading provider of online homework help for college and high school students. Your role as subject expert is to help Chegg registered students with their homework assignments. Chegg offers help in various subjects related to Math, Science, English, Engineering, History, Business and Social Sciences. Your engagement will be with Chegg India Private Limited (“Company”) as an independent contractor in accordance with the terms set out in this letter (“Engagement Letter”).

Your services will comprise of (i) authoring solutions (“Textbook Solution(s)”); and/or (ii) submitting Q&A responses (“Q&A Answer(s)”) on the Q&A Board, in the subject(s) wherein you have proven expertise by successfully completing the requisite tests (hereinafter separately or collectively referred to as “Services”).

Prior to the commencement of your assigned Services (“Assignment”), the Company will, through the designated expert manager (“Manager”):

1. for Textbook Solutions: assign the textbooks, corresponding per-solution compensation rate, and the deadline for delivery of specified solutions.

2. for Q &A Answers: provide guidance on what and how to provide answers, as per Chegg Answering Guidelines. Compensation and time slots will be as agreed with your Manager for each Q&A Answer.

Your commencement of the Assignment constitutes your acceptance of this Engagement Letter and the General Terms and Conditions contained herein. The General Terms and Conditions, along with those found within the Engagement Letter, shall govern your completion of each Assignment.

GUIDELINES

Please follow the guidelines below for each Assignment:

Textbook Solutions
  • Textbook Solutions must be in compliance with Chegg’s authoring guidelines (“Chegg Authoring Guidelines”);·
  • Textbook Solutions must be submitted within the timeline assigned by your Manager;·
  • Textbook Solutions must be submitted in batches of size not less than 25 solutions apiece; and
  • Textbook Solutions must be accurate and complete and must not be plagiarized.
Q&A Answers
  • Q&A Answers must be provided to the student in accordance with the answering guidelines (“Chegg Answering Guidelines”; collectively with Chegg Authoring Guidelines, the “Guidelines”) and instruction of your Manager;
  • You will work during your agreed time slots as discussed with your Manager; and
  • Q&A Answers must be accurate and complete and must not be plagiarized.
Training on Guidelines will be provided prior to the beginning of paid work. Please note that the Guidelines are subject to revision.
 
COMPENSATION

You will be compensated on a per solution or answer 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. The Company has the right to reject and/or refuse to pay you for any Textbook Solution or Q&A Answer that does not comply with the Guidelines, or found to be inaccurate, incomplete, or plagiarized.
 
The eligible compensation per Q&A Answer on the Q&A Board will depend on your subject and your performance in the Services as evaluated by the Company. From time to time, your performance will be reviewed and your eligible payout per Q&A Answer solution may be adjusted accordingly.
Payment for approved Textbook Solutions and/or Q&A Answers, submitted in one month, will be released on the 15th day of the following month, subject to the following exceptions:
 
  • No payments will be made for Textbook Solutions or Q&A Answers rejected by the Company in its sole discretion.
  • A penalty of twice the per-solution rate will be deducted from your payment for any incorrect Textbook Solutions submitted. This penalty doesn’t apply to Q&A Answers. Payment will be made only after making necessary deductions based on the quality check report.
  • Sometimes in-house experts may not complete the verification of all submitted Textbook Solutions before the payment date. In such cases, while the verification continues, 10% of the full payment amount may be withheld until the next payment date to avoid paying for inaccurate solutions.
  • TDS (Tax Deducted at Source) will be applicable as per the prevailing income tax rules.
  • Successful verification of contractor’s identity documents, educational qualifications and bank details (together referred to as ‘contractor verification details’) is mandatory for payments to be processed. Payments will be withheld if contractor verification details as mandated by the Company from time to time are not provided by Contractor.
  • If contractor verification details as requested by the Company are not provided by the Contractor within 3 months of payout due date, payments for all eligible answers will be permanently forfeited by the company and the Contractor would not be allowed to claim these going forward, and the answering rights of the contractor would be revoked permanently.
  • Contractor verification details once submitted to the Company cannot be changed.
The Company reserves the right to revoke your answering privileges for Textbook Solutions and/or Q&A Answers on the Q&A Board, as and when required.
 
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
    a.  “Agreement” shall mean and include the terms of the Engagement Letter, the General Terms and Conditions, Chegg Authoring Guidelines, Chegg Answering Guidelines, and Assignments.
    b. “Contractor” shall mean you.
2. Independent Contractor Status: Contractor 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 Contractor and Company. Contractor 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 Contractor. Contractor 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 Contractor. Contractor retains sole and absolute discretion regarding acceptance of Assignment and in the manner and means of carrying out the Services and completing the Assignment. For clarity, at no time will you represent or talk on behalf of Chegg in any manner.
3. Confidentiality and Nondisclosure: Contractor 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 Contractor who have a need to know such information consistent with the rights and obligations of the Contractor with respect thereto and who are under an appropriate burden of confidentiality consistent with Contractor’s confidentiality obligations hereunder. Contractor 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 Contractor utilizes to protect Contractor’s own confidential information. Contractor agrees to promptly notify Company in writing of any knowledge Contractor 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 Contractor at the time of disclosure as shown by Contractor’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 Contractor of its obligations hereunder, (c) is independently developed by Contractor 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, Contractor 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. Contractor further represents and warrants that any and all practices or techniques that Contractor discloses, along with any related materials, may be freely used by Company without violation of any law or payment of any royalty, except as Contractor shall specifically identify in writing subject to Company’s right to approve, in its discretion, the use of any such materials.
4. Intellectual Property: Assignment of Rights; Limited Access. Contractor hereby assigns and agrees to assign, transfer and convey to Company all of Contractor’s rights to any deliverables and work product, including work papers and other documentation, tapes and masters, prototypes, source code, and any other materials generated by Contractor during the Term (collectively, “Work Product”), including any and all such Work Product generated and maintained in or on any form of electronic, magnetic or optical media. Contractor shall promptly disclose all such Work Product to Company and shall perform all acts necessary or desirable to assist Company, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in and to the Work Product. Solely for the purposes of providing the Services hereunder and during the Term only, the Company grants to Contractor a limited, nonexclusive, nontransferable right to access and use the Company’s intranet and only as may be permitted by the Company. Without the prior written consent of the Company, Contractor agrees not to reproduce, modify, distribute, transmit, republish, display, re-host, frame or embed the Company website (the “Website”), or any of its content or tools, or to make any commercial use whatsoever thereof, including providing or charging others for access to or selling material, content or links gathered from the Website or the Company database. Contractor agrees not to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on the Website. Further, Contractor agrees not to attempt to reproduce the Company database in whole or in part or to extract, data mine or otherwise copy the content of the Website, including the proprietary content of Company, either manually or automatically.
5. Warranties, Indemnification — DISCLAIMER: Contractor warrants that (i) Contractor has suitable training, education, experience and skill to perform the Services, (ii) all Services to be performed by Contractor hereunder will be performed in a diligent and professional manner consistent with applicable industry standards and good industry practices, and (iii) Contractor’s performance of the Services will not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of any third party. Contractor 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 Contractor related to the Services performed hereunder; (b) any unauthorized use or disclosure by Contractor of Confidential Information of Company; or (c) any breach of any representation, warranty or covenant of Contractor contained in this Agreement or otherwise made to Company. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER CONTRACTOR NOR THE COMPANY MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Term and Termination:
a. The term of this Agreement commences on the effective date of the acceptance of the Engagement Letter by the Contractor and shall continue until completion of the applicable Services (the “Term”), unless earlier terminated in accordance with this Section.
b. Either party may terminate this Agreement at any time without cause upon 30 days’ prior written notice to the other party. The Contractor shall ensure that all the ongoing Assignments are completed to the satisfaction of the Company during the notice period.
c. 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 Contractor has breached any term of this Agreement and/or (iv) the Contractor has breached any representation or warranty. In the event of termination, Company shall not be liable to Contractor 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.
d. 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.
e. Upon the termination of an Assignment, the Contractor shall immediately deliver to the Company any and all material relating to the Assignment.
f. Upon termination of this Agreement for any reason, the Contractor 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 Contractor’s possession or under its control without the retention of any copies, notes or excerpts.
7. Governing Law, Remedies: 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 expert fees and costs) expended in connection therewith.
8. 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.
9. Entire Agreement, Severability, Waiver: 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 Contractor 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.
10. Rights of Assignment: The Contractor 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.
11. Communication: 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.