Terms of Participation and Electronic Consent

The Election SOS Project (“Project”) is owned and run by Hearken, Inc., a Delaware corporation (“Hearken”, “we”, “us”, “our”). These Terms of Participation (“Terms” or “Agreement”) create a contractual agreement between you (“Fellow”, “Participant”, “Applicant”, “Newsroom”) and Hearken regarding your participation in the Project.

ELECTRONIC CONSENT:
BY SUBMITTING YOUR APPLICATION, YOU VOLUNTARILY AGREE TO BE BOUND BY THESE TERMS IF YOUR APPLICATION IS ACCEPTED BY HEARKEN AND IF HEARKEN NOTIFIES YOU OF SUCH ACCEPTANCE. YOU FURTHER AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE.

Availability of Fellows
If you are participating in this Project as a Fellow, you will share your availability with Newsrooms, and you will be expected to be available at those times. Fellows and Newsrooms shall mutually agree in writing to the initial scope of the work. Newsrooms agree that Newsrooms shall not request Fellows to perform tasks that are beyond the initial scope of the work agreed to, unless the Newsroom receives written consent from both: (i) Hearken or an Election SOS team member; and (ii) the Fellow.

Liability
Newsrooms shall not hold Hearken or its Election SOS affiliates liable for any actions or harm to a Newsroom that a Fellow may cause while working with a Newsroom as a result of this Project.

Fellows shall not hold Hearken or its Election SOS affiliates liable for any actions or harm to a Fellow that a Newsroom may cause while working with a Fellow as a result of this Project.

Compensation for Your Participation
Fellows shall receive compensation by Hearken regardless of whether a Newsroom makes use of the Fellow’s time or not. Newsrooms have no obligation to compensate Fellows.

If a Newsroom is not responsive to or engaging with a Fellow and the Fellow’s work, Hearken or an Election SOS affiliate reserves the right to reassign a Fellow to a different Newsroom that will utilize the Fellow’s time and support.

Collaboration & Newsroom Information Shared with Fellows
All parties, including Fellows and Newsrooms, shall be responsive, collaborative, and respectful of each other.

The Newsroom or the Fellow may contact their point of contact at Hearken or Election SOS to discuss any concerns.

Any log-in information or credentials, such as passwords and usernames, that are necessary to participate in the Project shall be provided to the Fellows by the Newsrooms.

Term and Termination
The term (“Term”) of this Agreement shall commence on the date of the parties’ written mutual acceptance of this Agreement and continue through November 3, 2020, or upon completion of the Project, whichever occurs later. Any party may terminate this Agreement at any time, for any reason, upon written notice to all other parties, including written notice to Hearken.

Relationship of the Parties
Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee-employer relationship between the parties. Neither party is an agent of the other, and neither party has any express or implied authority to act on behalf of, or make any representations whatsoever on behalf of, the other. Each party is an independent contractor with respect to the other and neither party shall have the power or authority to bind the other party to any contract or obligation.

Participant Privacy & Confidentiality
The privacy of our Participants and the confidentiality of the personal information that Participants provide us are our top priority. We will never sell your personal information to any third party.

Participants are required to maintain the confidentiality, concerning all confidential information received in their participation in the Election SOS project. Any dissemination of personal or confidential information will disqualify the Participant from any incentive and may subject the Participant to legal action. By participating in this Project, you certify that you will not share any information personal or confidential information to any third party.

Disqualification and Termination
Persons found engaging in the following activities may disqualify such persons from participating in the Project and from being compensated. These activities include, but are not limited to: (i) tampering with, disrupting, or attempting to disrupt, any aspect of the Project, or any unauthorized use, misuse or abuse thereof; (ii) violating any applicable law with respect to the participation in the Project; (iii) providing or maintaining incomplete or inaccurate contact information; (iv) attempting to defraud the Election SOS system or any newsrooms by providing false identification or email addresses, false registration, false impersonation or any other means; (v) failing to provide complete and accurate information required for payment of incentives or tax reporting purposes; or (vi) for any other material breach of these Terms. Participants will not receive incentives, including any compensation, for newsroom surveys or tasks that are not completed and validated by an Election SOS administrator.

Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Illinois without reference to its choice of law rules. Any judicial action or proceeding between the Parties relating to this Agreement must be brought in the federal or state courts located in Cook County, Illinois. Each Party consents to the jurisdiction of such courts, agrees to accept service of process by mail, and hereby waives all jurisdictional and venue defenses otherwise available to it.

Indemnity
You agree to indemnify and hold Hearken, Inc. and its affiliates, subsidiaries, agents, directors, officers, employees, representatives, licensors (including third party service providers) and clients harmless from any claims, demands, losses, costs and expenses, including attorneys’ fees, made by any person arising out of your violation of these Terms, Hearken’s Privacy Policy, state or federal laws or regulations, or any other person’s rights, including but not limited to, infringement of any intellectual property right or violation of any proprietary or privacy right.

Contact
If you have questions or concerns at any time about the Project or about your participation in the Project, you may contact the Election SOS team at info@electionsos.org.