Contributor Agreement
Version v11 · Effective 2026-10-21
Voice Contributor Agreement
Last Modified: October 21, 2026
The terms of this Voice Contributor Agreement (this "Agreement") are a binding contract between you (“Contributor," "you," or "your") and BeSimple, Inc. dba BeSimple AI (“Company," "we," or "us"). This Agreement governs your contribution of Voice Data and other Content to Company to the Pila8 platform (“Platform”).
THIS AGREEMENT TAKES EFFECT WHEN YOU SIGN THE AGREEMENT ELECTRONICALLY, CLICK THE "AGREE AND CONTINUE" BUTTON, CREATE OR ACCESS A CONTRIBUTOR ACCOUNT, SUBMIT CONTENT OR VOICE DATA, RECORD OR UPLOAD ANY VOICE MATERIALS, OR OTHERWISE PARTICIPATE IN COMPANY’S VOICE CONTRIBUTOR PROGRAM. BY DOING SO, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE AND HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) CONSENT TO THE COLLECTION, USE, PROCESSING, DISCLOSURE, LICENSING, SUBLICENSING, AND COMMERCIAL EXPLOITATION OF YOUR VOICE DATA, VOICE, LIKENESS, NAME, PERFORMANCE, AND RELATED PERSONAL INFORMATION AS DESCRIBED IN THIS AGREEMENT; AND (D) AGREE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THE AGREEMENT ELECTRONICALLY, CLICK “AGREE AND CONTINUE,” CREATE A CONTRIBUTOR ACCOUNT, SUBMIT CONTENT OR VOICE DATA, OR PARTICIPATE IN THE VOICE CONTRIBUTOR PROGRAM.
This Agreement and the Privacy Policy are each incorporated into Company's terms of service for the Platform (the "Terms of Service"). If this Agreement, the Terms of Service, and the Privacy Policy conflict, this Agreement controls, as governed by the laws of the State of Delaware.
1. Definitions.
“Company Materials” means all Recordings (defined below) and all datasets, annotations, labels, transcripts, metadata, analyses, improvements, adaptations, modifications, derivative works, aggregated data, de-identified data, and other materials created, developed, generated, processed, improved, or commercialized by or on behalf of the Company using or based on Content or Recordings, excluding Excluded Information and your pre-existing rights in your underlying Content and personal information.
“Content” means the Recordings, audio, recordings, scripts, annotations, labels, transcriptions, metadata, files, performances, and other Task deliverables that you submit, upload, record, or provide to Company through the Platform in performance of a Task. Content does not include Excluded Information.
"Conversational Task" means a Task involving a live conversation on the Platform between participants who have each accepted this Agreement, consented to being recorded under Section 14(b), and joined from their own Contributor Account.
“Customer” means any third party that accesses, uses, receives, licenses, sublicenses, integrates, distributes, or otherwise exploits any Content, Voice Data, service, product, feature, or technology made available by or on behalf of Company.
"Excluded Information" means identity verification documents and information provided under Section 2(b), tax information, payment and banking details, and communications with Company support (including appeals under Section 5(c)). Excluded Information is not Content, Voice Data, or Company Materials, and Company will use it only for account administration, identity verification, payment, tax and legal compliance, support, and fraud prevention, in accordance with the Privacy Policy, and will not license or sublicense it to Customers or use it to train or develop any model.
"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with you or your Voice Data.
"Privacy Policy" means Company's privacy policy made available by Company, as updated from time to time.
“Task Materials” means all prompts, scripts, instructions, specifications, quality criteria, sample responses, audio, text, images, Customer materials, outputs, and other content or materials made available, displayed, generated, created, or accessed through or in connection with a Task, including Company Materials, but excluding your pre-existing Content.
“Voice Data” means your voice, speech, recordings, vocal performances, utterances, pronunciation, accent, cadence, tone, timbre, inflection, style, vocal likeness, audio samples, acoustic features, transcriptions, annotations, metadata, and other data or information derived from, associated with, or related to your voice or speech, in each case as captured or submitted through the Platform in connection with a Task. Voice Data does not include Excluded Information.
2. Contributor Account and Eligibility.
(a) Contributor Program. The Platform allows you to record original voice recordings, such as scripted prompts and conversational audio tasks (“Recordings”). The Platform provides specific tasks with requirements for each Recording that you must perform in accordance with the specifications (“Task”).
(b) Contributor Account. Your creation and use of an account ("Account"), including the eligibility, registration, information, and account-security requirements applicable to all users, are governed by the Terms of Service, into which this Agreement is incorporated. In order to upload Recordings and perform Tasks, you must create and maintain a contributor account and participate in Company's voice contributor program (“Contributor Account”). In addition to those requirements, you must complete Company's identity verification and know-your-customer (KYC) process, which is conducted through Stripe's identity verification services, and you must provide a valid government-issued identification card or document to verify your identity and country of residence upon Company's request. You authorize Company and Stripe to collect, verify, and process the information and documentation reasonably necessary to complete this verification, and Company may decline, suspend, or terminate your Contributor Account if verification is not successfully completed or if the information provided is inaccurate, incomplete, unverifiable, or otherwise noncompliant with this Agreement, the Terms of Service, the Privacy Policy, or applicable law.
(c) Eligibility. You may participate only if you are at least 18 years old, have the legal capacity to enter into this Agreement, and are not prohibited from participating under applicable law or any agreement binding you. You may submit only your own Recordings, Content, and Voice Data, and you may not submit Recordings, Content, or Voice Data of or containing any other person, except for the voices of other participants captured on the Platform during a Conversational Task. You may not include any person in a Conversational Task who is not a participant.
(d) Contributor Content Rules. You are solely responsible for all Recordings, Content, and Voice Data you submit. You must follow Company’s instructions for recording, labeling, uploading, and submitting Content and Voice Data as provided in the corresponding Task. You must be physically located in and a resident of the country of residence associated with your Contributor Account. If you fail to comply with these rules or any other terms of this Agreement, Company may, in its sole discretion and with or without notice, suspend or permanently ban your Contributor Account and terminate your participation in the contributor program.
(e) Prohibited Contributor Conduct. You shall not submit Recordings, Content, or Voice Data that: (a) is unlawful, infringing, deceptive, misleading, defamatory, obscene, harassing, hateful, discriminatory, threatening, abusive, exploitative, invasive of privacy or publicity rights, or otherwise harmful; (b) contains malware or other harmful code; (c) includes a third party's confidential information without authorization; (d) violates this Agreement, Company's policies, or applicable law; or (e) is generated, synthesized, cloned, or materially altered using artificial intelligence or other automated means, unless Company expressly permits it. You also shall not: (f) submit false, misleading, or inaccurate information, including misrepresenting your identity, country of residence, accent, and/or language spoken; (g) impersonate any person or submit any other person’s voice, likeness, performance, Recordings, Content, Voice Data, or Personal Information, except for the voices of other participants captured on the Platform during a Conversational Task; (h) interfere with, scrape, reverse engineer, circumvent, or compromise Company’s systems or security; (i) use the Platform for unlawful, fraudulent, deceptive, harmful, or abusive purposes; (j) violate any third-party rights or applicable law; (k) record, copy, download, capture, scrape, retain, reproduce, publish, disclose, distribute, license, sell, train on, benchmark with, create derivative works from, or otherwise use Task Materials, including Company Materials, outside performance of the applicable Task, except with Company’s prior written authorization; or (l) encourage or assist anyone else to do any of the foregoing.
(f) Conversational Tasks. Notwithstanding anything to the contrary in this Agreement, for any Recording made during a Conversational Task: (i) any requirement that Recordings, Content, or Voice Data contain only your own voice, likeness, or Personal Information does not apply to the voices of other participants captured on the Platform during that Conversational Task; (ii) the rights, licenses, consents, releases, and assignments you grant, and the representations, warranties, and indemnities you give, under this Agreement apply only to your own contributions, and each other participant grants and gives the same with respect to their own contributions by accepting this Agreement; and (iii) you may not include in a Conversational Task any person who is not a participant.
3. Licenses and Ownership
(a) Ownership. As between you and Company, you retain any rights you own in your pre-existing Content and Voice Data, subject to the rights, licenses, consents, releases, and assignments granted to Company and its Customers under this Agreement. As between you and Company, Company owns all right, title, and interest, including all intellectual property and proprietary rights, in and to all Company Materials, including Recordings, and you hereby irrevocably assign to Company all such right, title, and interest in and to the Recordings (or, for Recordings made during a Conversational Task, your contributions to them), excluding your rights in your pre-existing Content and Voice Data. As between you and Company, Company also owns all right, title, and interest, including all intellectual property and proprietary rights, in and to all models, Company technology, Company services, datasets, annotations, labels, analyses, embeddings, weights, parameters, improvements, adaptations, modifications, derivative works, and other materials created, developed, trained, tested, generated, improved, or commercialized by or on behalf of Company using or based on Recordings, Content, or Voice Data, excluding only your rights in your pre-existing Content and Voice Data. Company's ownership of the Recordings includes the unrestricted right to reproduce, edit, adapt, modify, translate, create derivative works from, distribute, publicly perform and display, license, sublicense, and otherwise commercialize and exploit the Recordings for any lawful purpose; provided that Company may not use the Recordings, Content, Voice Data, or Company Materials to create or generate a synthetic replica of your voice. The restrictions in the preceding sentence apply to all Licensed Parties and to all rights granted under this Agreement.
(b) License to Company. By submitting, uploading, recording, transmitting, or otherwise providing Content or Voice Data, you grant Company and its affiliates, service providers, contractors, successors, assigns, Customers, sublicensees, and distribution partners (collectively, the "Licensed Parties") a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license (the "License") to collect, record, reproduce, store, host, process, analyze, annotate, label, transcribe, adapt, modify, edit, translate, create derivative works from, train on, test on, fine-tune with, validate with, improve with, develop from, use, perform, display, distribute, make available, disclose, commercialize, license, sublicense, and otherwise exploit Content, Voice Data, and Personal Information contained in Content or Voice Data, for any lawful purpose, including the purposes described in this Agreement. The License expressly includes the rights to extract, create, use, and retain embeddings, acoustic and phonetic features, speaker profiles, annotations, labels, transcripts, and metadata. Company's Customers, licensees, sublicensees, service providers, contractors, and business partners may exercise these rights on a downstream basis, subject to Section 3(a), applicable Customer terms and use restrictions. The License, the assignment in Section 3(a), and all downstream rights do not extend to Excluded Information.
(c) Right of Publicity, Voice, Likeness, and Performance Release. You irrevocably consent to and authorize the Licensed Parties to use, reproduce, modify, perform, display, distribute, commercialize, license, sublicense, and otherwise exploit your name, image, likeness, voice, speech, performance, persona, identity, biographical information, and other indicia of identity. This authorization applies in connection with products, services, marketing, demonstrations, research, development, and commercialization, without further notice, approval, attribution, or compensation except as expressly stated in this Agreement. However, without your separate prior written consent, no Licensed Party may use your identity, or any Company Materials presented as you, in advertising or to imply your endorsement, and Company will require Customers to comply with this restriction. Non-identifiable uses of Company Materials, including in advertising, are permitted, subject to Section 3(a).
(d) Contributor Confirmations; Downstream Use; Survival. Except for Recordings made during a Conversational Task, you confirm that you are the sole speaker in all submitted files and that the Recordings, Content, and Voice Data contain only your own voice, likeness, and Personal Information and no other person, as further set out in Sections 2 and 7. In a Conversational Task, you grant the rights in this Section 3 only in your own contributions, and each other participant grants the same rights in theirs by accepting this Agreement. Except as expressly stated in this Agreement, you have no approval, attribution, accounting, audit, royalty, residual, revenue-share, or additional compensation rights with respect to the rights granted in this Section, as further described in Section 5. The rights, licenses, consents, releases, and permissions you grant in this Section survive closure of your Contributor Account, any removal or withdrawal request, and termination of this Agreement, subject to applicable law and any express deletion or withdrawal terms in this Agreement.
(e) This section shall apply only if I am a resident of Canada. The parties hereto confirm that it is their wish that this Agreement has been and shall be written in the English language only. Les parties aux présentes confirment leur volonté que cette convention soit rédigée en langue anglaise.
(f) This section will apply only if I am a resident of Japan. The assignment that I make includes, but is not limited to, any and all right, title and interest under Sections 27 and 28 of the Japanese Copyright Act. I understand that my Voice Data will be transferred to an entity located in a foreign country. I will not exercise any moral rights or neighboring rights (including but not limited to the moral rights of performers) related to the Voice Data and the works created therefrom under the Japanese Copyright Act.
4. Intended Uses; Privacy.
(a) Specific Intended Uses. This Section describes the purposes for which Company may exercise the License and does not grant any additional rights. Subject to the restrictions in Sections 3(a) and 3(c), you acknowledge that Company may use Content, Voice Data, and Company Materials to create, train, test, validate, fine-tune, improve, evaluate, demonstrate, market, commercialize, license, sublicense, operate, and support voice, speech, audio, artificial intelligence, machine learning, synthetic media, text-to-speech, speech-to-speech, dubbing, localization, narration, accessibility, entertainment, advertising, customer support, research, analytics, safety, moderation, and related products, services, features, datasets, and technologies. None of these uses applies to Excluded Information.
(b) Privacy. Company will process Personal Information, including Voice Data, in accordance with this Agreement, the Privacy Policy, and applicable law. You acknowledge that Company Materials may be retained, used, licensed, sublicensed, commercialized, and exploited after they are created, including after termination of your account or this Agreement.
(c) Order of Precedence. The Privacy Policy is incorporated into this Agreement by reference. Some of its terms overlap with this Agreement, but the Privacy Policy does not supersede this Agreement except where applicable law requires otherwise. If the two conflict, this Agreement controls, except where applicable law requires otherwise. Please read and understand this Agreement before creating a Contributor Account or submitting Content or Voice Data.
(d) Customer Licensing and Sublicensing. As part of the License, and without limiting the sublicense rights granted in Section 3(b), you authorize Company to license, sublicense, and otherwise permit Customers and other third parties to access and exploit Company Materials, subject to applicable Customer terms and use restrictions and the restrictions in Sections 3(a) and 3(c). Company will not license, sublicense, or otherwise make Excluded Information available to Customers.
5. Compensation.
(a) Compensation, if any, will be provided only as expressly described in the applicable Task, or other written terms made available by Company (“Compensation Terms”). Compensation is provided on a per-Task basis and is earned only after the applicable Task and associated Recordings, Content, and Voice Data have been submitted and approved by Company. Company may review, accept, or reject any Task submission in its sole discretion, and no compensation is earned or payable for any submission that is not approved. Unless the Compensation Terms expressly state otherwise, you are not entitled to royalties, residuals, revenue share, usage-based payments, union payments, reuse fees, attribution, accounting, audit rights, or other compensation for Company’s or any Customer’s use, licensing, sublicensing, commercialization, or exploitation of Content, Voice Data, and Company Materials, or related products or services. You are responsible for all taxes arising from any compensation paid to you.
(b) Adjustments and Clawback. Company may reverse, adjust, or withhold compensation for a Task submission if it later identifies an issue with that submission, including a submission that was approved in error or that does not comply with this Agreement or the applicable Task requirements. Company may apply any such adjustment as a negative credit to your Contributor Account balance. If Company suspects that any Recordings, Content, or Voice Data were generated, synthesized, cloned, or materially altered using artificial intelligence or other automated means, or were otherwise submitted in violation of this Agreement, Company may claw back any related compensation and suspend or permanently ban your Contributor Account.
(c) Appeals. If your Contributor Account is suspended or a submission or payment is rejected or reversed, you may submit an appeal through the process Company makes available. Appeals are reviewed manually by a Company reviewer, and Company will process eligible appeal requests in accordance with its policies.
6. Confidentiality.
You may receive nonpublic information about Company, Customers, Task Materials, including Company Materials, products, services, technology, datasets, business plans, or contributor programs (“Confidential Information”). Task Materials, including Company Materials, prompts, scripts, specifications, Customer materials, and Task outputs, are Confidential Information whether or not marked or identified as confidential. You shall not use or disclose Confidential Information except as necessary to perform the applicable Task in the contributor program in accordance with this Agreement. Confidential Information does not include information that becomes public through no breach by you or that you lawfully receive from a third party without a duty of confidentiality. Company may seek injunctive relief and any other available legal or equitable remedies for any actual or threatened breach of this Section or the restrictions concerning Task Materials, including Company Materials.
7. Contributor Representations and Warranties.
(a) You represent, warrant, and covenant that: (a) you are eligible to enter into this Agreement; (b) all information you provide to Company is accurate, current, and complete; (c) you created or legally control all Recordings, Content, and Voice Data you submit, and you own or have obtained all rights, licenses, permissions, consents, releases, and authorizations necessary to submit them and to grant the rights, licenses, consents, and releases in this Agreement; (d) Recordings, Content, and Voice Data do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, contractual, moral, or other rights of any person or entity; (e) Recordings, Content, and Voice Data do not and will not violate applicable law; (f) the Recordings, Content, and Voice Data contain only your own voice, likeness, and Personal Information and do not include any other person of any age, except for the voices of other participants captured on the Platform during a Conversational Task, and you have not targeted, recorded, or submitted any minor or child in any capacity, even incidentally; (g) you will not claim ownership in, misappropriate, or use Task Materials, including Company Materials, outside performance of the applicable Task; and (h) you will comply with this Agreement and all applicable laws, rules, and regulations. For Recordings made during a Conversational Task, clauses (c) and (d) apply only to your own contributions.
(b) You further represent, warrant, and covenant that no union, guild, collective bargaining agreement, talent agency agreement, exclusivity obligation, employment obligation, confidentiality obligation, or other agreement or restriction prevents you from entering into this Agreement or granting Company the rights, licenses, consents, and releases set out in this Agreement.
(c) Indemnification. You shall indemnify, defend, and hold harmless the Licensed Parties, together with Company's officers, directors, and employees, from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Content, Voice Data, or other information you submit or make available (or, for a Conversational Task, your own contributions); (b) your breach or alleged breach of this Agreement; (c) your violation of applicable law or third-party rights, including intellectual property, privacy, publicity, contractual, moral, or other rights; or (d) your negligence, willful misconduct, fraud, or misrepresentation.
8. Disclaimers.
(a) THE CONTRIBUTOR PROGRAM, ANY CONTRIBUTOR ACCOUNT, ANY PLATFORM, AND ANY OPPORTUNITY TO SUBMIT CONTENT OR VOICE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
(b) Company does not represent or warrant that you will be selected for any project, that any Content or Voice Data will be used, that any Company Materials will be created or commercialized, that any use will generate compensation, or that any Company Materials will be free from errors, similarities to other voices or other Company Materials, misuse by third parties, interruption, or unavailability.
(c) YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, SYNTHETIC MEDIA, VOICE MODELING, AND RELATED TECHNOLOGIES ARE EVOLVING AND MAY PRODUCE GENERATED OUTPUT THAT IS INACCURATE, UNEXPECTED, SIMILAR TO OTHER CONTENT OR VOICES, OR USED IN CONTEXTS YOU DID NOT ANTICIPATE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE RESPONSIBLE FOR ANY CUSTOMER OR THIRD-PARTY USE OR MISUSE OF CONTENT, VOICE DATA, OR COMPANY MATERIALS.
9. Limitation of Liability.
(a) EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL THE LICENSED PARTIES, OR COMPANY'S OFFICERS, DIRECTORS, AND EMPLOYEES, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OF REPUTATION; OR LOSS, INTERRUPTION, DELAY, OR UNAVAILABILITY OF DATA, CONTENT, VOICE DATA, COMPANY MATERIALS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) EXCEPT AS PROHIBITED BY LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS COMPANY PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).
10. Term and Termination
(a) Term. This Agreement begins when it takes effect as described above and continues for as long as your Contributor Account remains valid and active, unless earlier terminated in accordance with this Section (the “Term”).
(b) Termination. Company may suspend or terminate your Account, your participation in the contributor program, or this Agreement at any time, with or without notice, if Company determines that you violated this Agreement, that continued participation may create legal, safety, reputational, operational, or security risk, or that termination is otherwise appropriate. You may stop participating at any time by ceasing submissions and following any account closure process made available by Company.
(c) Upon termination, you must stop participating in the contributor program and stop using any Task Materials, including Company Materials, Company systems, or Confidential Information except as expressly authorized by Company. Sections concerning ownership, licenses, releases, consents, intended uses, privacy, Customer licensing and sublicensing, compensation limitations, removal and takedown effects, representations and warranties, indemnification, disclaimers, limitation of liability, confidentiality, governing law, dispute resolution, Additional Terms, and consent acknowledgment will survive termination.
11. Governing Law.
This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
12. Dispute Resolution and Binding Arbitration.
See Appendix A for full clauses on dispute resolution and binding arbitration.
13. Additional Terms.
(a) Company may make available additional program terms, campaign terms, compensation terms, recording instructions, community guidelines, acceptable use policies, privacy notices, consent forms, or other supplemental terms ("Additional Terms"). Additional Terms are incorporated into this Agreement by reference. If Additional Terms conflict with this Agreement, the Additional Terms control solely for the program, campaign, feature, or subject matter to which they apply, unless the Additional Terms state otherwise. Notwithstanding the foregoing, Additional Terms may not override the restrictions in Section 3(a) without your affirmative acceptance, and any expansion of rights applies only to submissions made after that acceptance.
(b) Changes. Company may modify this Agreement or any contributor program terms from time to time by posting updated terms, providing notice through your Contributor Account, sending notice by email, or otherwise making the updated terms available. Changes are effective when posted or as otherwise stated in the notice. Your continued participation in the contributor program or submission of Content or Voice Data after the effective date of changes constitutes your acceptance of the changes. However, any change expanding the rights granted in Section 3 requires your affirmative acceptance and applies only to submissions made after that acceptance.
(c) Independent Contractor. You are an independent contractor and not an employee, agent, partner, joint venturer, franchisee, or legal representative of Company. You are engaged on a non-exclusive, per-Task basis, are free to perform services for others (including competitors), and are not obligated to accept any Task or minimum volume of Tasks. You retain sole control over the manner, method, means, sequence, timing, and location by which you complete any Task, and you supply your own equipment, tools, and workspace. Any Task requirements or specifications made available by Company describe only the desired output, deliverable standards, and acceptance criteria for Recordings, Content, and Voice Data, and do not direct or control the manner or means by which you perform. You are not entitled to employee benefits, workers' compensation, unemployment insurance, paid leave, or other employment-related benefits from Company. You have no authority to bind Company. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship, and this Section will be interpreted and applied in a manner consistent with your independent contractor status except to the extent applicable law in your jurisdiction mandates a different classification, in which case the parties will comply with such law without altering the remainder of this Agreement.
(d) Assignment. You may not assign or transfer this Agreement or any rights or obligations under it without Company's prior written consent. Company may assign or transfer this Agreement, in whole or in part, without restriction.
(e) Notices. Company may provide notices by email, through your Account, by posting within the contributor program, or by other reasonable means. Notices to Company must be sent to Company using the contact method Company designates for legal notices.
(f) Severability; Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. Company’s failure to enforce any provision is not a waiver of that provision or any other provision.
(g) Entire Agreement. This Agreement, together with any applicable Additional Terms and the Privacy Policy, constitutes the entire agreement between you and Company regarding the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding that subject matter.
14. Consent Acknowledgment.
(a) By signing the agreement electronically, clicking on “Agree and continue”, creating a Contributor Account, submitting Content or Voice Data, or otherwise participating in the contributor program, you expressly consent to Company's collection, use, processing, retention, disclosure, licensing, sublicensing, commercialization, and exploitation of your Content and Voice Data (but not Excluded Information) as described in this Agreement, and you understand that Content and Voice Data may be used to develop Company Materials that may be licensed or sublicensed to Customers, subject to Section 3(a).
(b) I consent to being recorded and to my Recordings being shared with and transcribed by BeSimple, Inc. and its third-party service providers, including AI service providers, both during and after the recording.
(c) I consent to emotion recognition and sentiment analysis.
APPENDIX A: CALIFORNIA DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
1. Intent to Arbitrate and Scope of Agreement.
Besimple, Inc. (“the Company”) and I agree to utilize binding, individual arbitration to resolve all disputes that might arise out of or relate in any way to my application for work and/or my work for or separation from the Company (“Scope of Agreement”), on the terms set forth herein (“the Agreement”). Such disputes include, but are not limited to, claims I may bring against the Company for wrongful termination, discrimination, harassment, retaliation, breach of contract, wage and hour violations, any individual claims under the California Private Attorneys General Act (“PAGA”) of 2004, as amended, and torts, such as invasion of privacy, assault and battery, and/or defamation. Such disputes also include claims the Company may bring against me such as, for example, theft of money or trade secrets, breach of a confidentiality agreement, or breach of a contract. Claims that do not arise out of or are unrelated to my application for work or work with the Company are not covered by the Agreement. The Company and I each specifically waive our respective rights to bring any such claims against the other in a court of law or to have a trial by judge or jury. By signing below, I expressly waive the right to bring a class or collective claim seeking any relief on behalf of others, unless such waiver is prohibited by controlling law.
2. Excluded Claims.
The exceptions to binding individual arbitration shall be for claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits or other forms of compensation under the California Workers’ Compensation Act, claims for benefits brought before the California Employment Development Department, individual claims for wages brought before the California Labor Commissioner, or disputes that are not subject to arbitration under law, including but not limited to representative/non-individual PAGA claims or disputes for sexual harassment and/or sexual assault brought under state or federal law, unless I voluntarily elect to submit the sexual harassment and/or sexual assault disputes to arbitration. Moreover, nothing herein shall prevent me from filing a charge or complaint with the United States Equal Employment Opportunity Commission, the California Civil Rights Department, or any local agency that allows me to file an administrative charge or complaint. Once the corresponding agency’s proceedings are completed, however, if I wish to pursue the matter further, I understand that I must do so in binding arbitration pursuant to the terms of the Agreement. I acknowledge that the Agreement is not intended to interfere with any right to collectively bargain, to engage in protected, concerted activity, or to exercise other rights protected under the National Labor Relations Act.
3. Provisional Remedy.
Arbitration shall be the exclusive method for resolving any disputes covered by the Agreement; however, the Parties may seek provisional remedies to the extent authorized by California Code of Civil Procedure section 1281.8.
4. Arbitrating Parties.
Subject to the Scope of Agreement, the Agreement applies to any claims that I or the Company bring against the following persons or entities: (i) the Company’s parent, subsidiaries, or affiliates; (ii) the Company’s owners, directors, officers, managers, employees, or agents, in their capacity as such; (iii) any person or entity alleged to be a joint employer or co-employer; and (iv) any staffing companies, employee leasing companies, professional employer organization or payroll processing vendors that the Company utilizes (collectively, the “Arbitrating Parties”).
5. Waiver of Class, Collective Actions.
Both the Company and I agree that any claims shall be brought in an individual capacity only; the Agreement shall not be construed to allow or permit the consolidation or joinder of claims of other claimants in arbitration, or to permit such claims to proceed as a class, collective, or non-individual action all of which are voluntarily and expressly barred hereunder. No arbitrator shall have authority under the Agreement to contravene the terms set forth herein. Any dispute regarding the validity, scope, or enforceability of the Agreement, or concerning the arbitrability of a particular claim, shall be resolved by a court, not by the arbitrator. I, the Company, and the Arbitrating Parties agree to the maximum extent permitted by law, to waive any substantive or procedural rights that I may have to bring or participate in an action brought on a class or collective basis with respect to the claims within the scope of the Agreement. I agree that should I elect to pursue any representative / non-individual PAGA claims related to my work with or separation from the Company, such claims will be stayed in court pending completion of the arbitration of any concurrently raised arbitrable disputes and/or individual claims covered by the Agreement.
6. Initiating Arbitration.
If I wish to bring a claim to arbitration under the Agreement, I understand that I can initiate this process by providing written notice of such a claim to the Company’s Chief Operating Officer at 440 N BARRANCA AVE #6868, COVINA, California 91723. If the Company wishes to bring a claim to arbitration under the Agreement, it must provide written notice of such claim to me by writing to me at my last known address of record on file with the Company.
7. Right to Representation and Arbitrator Selection.
I understand that I have the right to be represented by an attorney in the arbitration of any claim under the Agreement, but it is not required that I have an attorney. Both the Company and I further understand that we must present notice of any claim in arbitration before the applicable statute of limitations expires for that type of claim. At the beginning of any arbitration process under the Agreement, the Company and I will select an arbitrator by mutual agreement. Such arbitrator shall be a retired California Superior Court Judge, retired United States District Court Judge or Magistrate, or another qualified and impartial person that the Company and I mutually agree on, and shall be subject to disqualification on the same grounds as would apply to a judge in a court proceeding. In the event we cannot agree on the selection of an arbitrator, the Company and I will select an alternative dispute resolution provider and request from that provider a list of potential arbitrators that the Company and I will strike or rank pursuant to the dispute resolution provider’s instructions. If the Company and I cannot agree on an alternative dispute resolution provider, an arbitrator will be appointed according to law.
8. Arbitration Procedure.
Any arbitration proceeding under the Agreement shall proceed under and be governed by the Federal Arbitration Act (“FAA”) because the Company is engaged in interstate commerce. To the extent not contrary to the FAA, the procedures of the California Arbitration Act (“CAA”) shall also apply. The CAA is found at California Code of Civil Procedure section 1280 and the sections that follow. Section 1283.05 and all of the CAA’s other mandatory and permissive rights to discovery shall also apply, and the arbitrator shall have the same authority as a state or federal court would have to issue subpoenas to third parties for production of documents and for depositions, in addition to subpoenas to appear at any arbitration hearing. In any arbitration proceeding under the Agreement, all California rules of pleading (including the right to demurrer), all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment or adjudication, judgment on the pleadings, and judgment under Code of Civil Procedure Section 631.8 shall apply and be observed, unless the Company and I agree otherwise. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceeding are privileged in accordance with California Civil Code Section 47(b). The arbitrator’s award(s) shall include the arbitrator’s written reasoned opinion. Resolution of all disputes shall be based solely on the law governing the claims and defenses pled, and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law.
9. Arbitration Fees and Costs.
The Company will pay the arbitrator’s fees and other costs relating to the arbitration forum, but the Company and I will be responsible for our own costs and attorneys’ fees should we choose to be represented by counsel, unless the arbitrator shifts one party’s costs and attorneys’ fees to the other party in accordance with applicable law. Pursuant to Section 1281.98 of the CAA, it is agreed that the Company shall not be responsible for paying the arbitrator’s fees and costs for the arbitration hearing sooner than 60 days before the commencement of the arbitration hearing.
10. Integration and Conflicting Provisions.
The Agreement is not part of any other transaction or agreement between the Company and I and shall not be interpreted in any way by incorporating other documents signed by the Company or I unless it is a subsequent signed written amendment of the Agreement. No other agreement may modify or change the exclusive resolution provisions of the Agreement, and the Agreement supersedes any conflicting or inconsistent provision(s) or agreement(s).
11. Severability.
If any term, provision, waiver or any portion of the Agreement is deemed invalid, illegal, or unenforceable, the offending term, provision, waiver or portion shall be severed and the remainder of the Agreement shall be enforceable. The Parties expressly agree that the intent of this provision is to ensure maximal enforcement of the Agreement.
12. Opportunity to Review and Ask Questions.
I confirm that I have had sufficient time to read the Agreement and the opportunity to ask the Company’s representative(s) any questions I may have about the Agreement prior to signing the Agreement.
MY ELECTRONIC SIGNATURE CONFIRMS THE FACT THAT I HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND TO ALL OF THE ABOVE TERMS. I FURTHER UNDERSTAND THAT THE AGREEMENT REQUIRES BOTH THE COMPANY AND I TO ARBITRATE ANY AND ALL DISPUTES THAT ARISE OUT OF MY APPLICATION FOR WORK AND WORK WITH THE COMPANY EXCEPT AS EXPRESSLY EXCLUDED HEREIN, AND THAT THE COMPANY AND I ARE GIVING UP OUR RIGHTS TO A TRIAL BY JUDGE OR JURY.