Terms - Rock Your Genius

Terms of Use

Last Updated: 06/28/11

1. Terms

By accessing this website, you are agreeing to be bound by these website Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on the RockYourGenius.com website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on the RockYourGenius.com website;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by RockYourGenius.com at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

a. Disclosure of Affiliate Relationships. If an ad or link to an outside product, service, or website is made available on this website or through Rock Your Genius, we may receive payment, an affiliate fee, and/or ad revenue from it. That said, we only support third-party resources that we truly believe in.

b. "As-Is" Statement and Disclaimer. The materials on the RockYourGenius.com website are provided "as is". RockYourGenius.com makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, RockYourGenius.com does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.

c. Censorship Disclaimer. RockYourGenius.com contributors and guests are allowed to express themselves without any significant censorship. You are advised that any view expressed by the contributors or their guests are not necessarily the views of RockYourGenius.com.

d. Informational Disclaimer. This website is for informational and entertainment purposes only and is not a substitute for medical or psychological advice, diagnosis, or treatment.

4. Limitations

In no event shall RockYourGenius.com or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on the RockYourGenius.com Internet site, even if RockYourGenius.com or an RockYourGenius.com authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on the RockYourGenius.com website could include technical, typographical, or photographic errors. RockYourGenius.com does not warrant that any of the materials on its website are accurate, complete, or current. RockYourGenius.com may make changes to the materials contained on its website at any time without notice. RockYourGenius.com does not, however, make any commitment to update the materials.

6. Links

RockYourGenius.com has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement byRockYourGenius.com of the site. Use of any such linked website is at the user's own risk.

7. Site Terms of Use Modifications

RockYourGenius.com may revise these terms of use for its website at any time without notice. By using this website, you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Price Terms

Prices do not include any necessary sales, use, excise, value added or similar taxes. All prices are subject to change at anytime and without notice.

9. Refunds

Refunds may be available, at the sole discretion of RockYourGenius.com, and only within thirty (30) days of purchase.

10. Billing/Payment

RockYourGenius.com uses PayPal, e-Junkie, and/or Google Checkout payment processing.

11. Discounts/Promotions

All discount and promotion offers are only available at initial sign-up and will not be applied retroactively. Only one discount and/or promotion can be redeemed at a time.

12. Contributor Agreement for Live Workshops

This AGREEMENT (hereinafter the "Agreement"), dated as of the date of workshop confirmation is between RockYourGenius.com (hereinafter the "Company") and the independent contractor, (hereinafter the "Contributor").

WHEREAS, the Company desires to engage the Contributor as an independent contractor and the Contributor desires to be associated with the Company as an independent contractor and furnish the Company with certain services under the terms and conditions set forth below; and

WHEREAS, the Company and the Contributor have entered into this Agreement freely and without duress.

NOW THEREFORE, in consideration of the terms, conditions, and mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Contributor agree as follows:

1. This Agreement is effective on the date of workshop confirmation and will continue in effect until terminated by either party. Termination may occur at any time, upon 24-hour advance written notice, and with or without cause.

2. The Contributor will perform the services specified in Exhibit A. Those services will be available to the Company pursuant to a mutually agreed-on schedule. The Contributor will prepare such records and reports reasonably requested by the Company regarding the performance of the required services. The Contributor will use his or her best efforts to advance the interests of the Company and will faithfully, industriously, and to the best of his or her abilities, perform the services described in Exhibit A, which is attached hereto and incorporated by reference herein.

3. The Contributor acknowledges that all work performed or to be performed by Contributor for the Company, including work which constitutes "work-made-for-hire" under applicable copyright laws, all copyrights to which are owned by the Company; and, in any event, the Contributor assigns to the Company all intellectual property rights, including copyrights, in such work. The Company shall be allowed to make reasonable use of work product of Contributor, without prior consent from Contributor, nor shall Company be obligated to compensate Contributor for any additional use of said work product outside of that specified in Exhibit B.

4. The Company will do all things reasonably required in a prompt and timely manner to enable the Contributor to provide his or her services and to otherwise perform his or her obligations pursuant to this Agreement. Contributor shall perform the services specified in Exhibit A in a timely manner, consistent with the Company's business model, and in accordance with representations made by Contributor as to availability to timely perform services. Contributor agrees to strictly communicate in writing whether Contributor is available or unavailable to accept perform services according to the mutually agreed-upon schedule. Timeliness of service performance is extremely important to Company's business model and reputation, and if Contributor indicates availability, Contributor shall diligently proceed towards completing services according to the mutually agreed-upon schedule.

5. For all services rendered by the Contributor under this Agreement, the Company will pay the Contributor as specified in Exhibit B, which is attached hereto and incorporated by reference herein. Compensation is at the sole discretion of Company and may change upon reasonable notice to Contributor and in compliance with applicable United States and/or Louisiana statute. The Contributor will provide such reasonable substantiation regarding time incurred in providing services, if applicable and as may be required by the Company. Prior to commencement of services, the Contributor may be asked to complete and provide to Company a Form W-9. Should no payment be made for services rendered by the Contributor due to dissatisfaction with Contributor's work product, the Company shall not be responsible to compensate Contributor for said services, and the Contributor expressly waives the right to compensation for said services. The Contributor is not an employee of the Company and is only an independent contractor to the Company. The Contributor will under no circumstances, including a legal finding regarding employee status, be entitled to any other benefits orcompensation from the Company, including any and all employee benefit plans of the Company, pension plans, health insurance, paid time off, sick pay, or any other fringe benefit that Company may offer itsemployees. As such, Company will not withhold state or federal income tax, Social Security, or Medicare taxes from Contributor's compensation, nor will Company make state or federal unemployment contributions on behalf of Contributor. Contributor is solely liable for the payment of all applicable taxes related to the performance of services rendered under this Agreement, including but not limited to income tax, Social Security, Medicare, self-employment tax, and unemployment contributions. None of the benefits provided by the Company to its employees, including by not limited to workers' compensation insurance and unemployment insurance, will be provided by the Company to the Contributor or to any employee, agent, or servant of the Contributor whom the Contributor may engage as he or she believes necessary and appropriate for the performance of services. The Contributor agrees that he or she will file federal and state income tax returns either as a business entity or on a Business Schedule C, as appropriate, as part of the Contributor's personal income tax returns. The Contributor agrees that he or she is not eligible to participate in any benefit plans of the company under any circumstances, even if the Contributor should be found to be an employee of the Company by any governmental agency or court.

6. The Contributor may not assign or delegate any of his or her rights or obligations under this Agreement to any person without the prior written consent of the Company, which the Company may withhold in its sole discretion.

7. The Company is closed the following days each year.

Mardi Gras Holiday (the Monday before Fat Tuesday, Fat Tuesday, and Ash Wednesday), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Holiday (Thanksgiving Day and the Friday following Thanksgiving Day), Christmas and New Year Holiday (Christmas Eve and the two full weeks following Christmas Day; Company re-opens on the first business day after January 1)

8. The Contributor and the Company agree that the Contributor has no authority to bind the Company as its agent, except as expressly agreed to by the parties in a separate written agreement.  The Contributor will not make any representations or take any actions that would create the impression that he or she has authority to bind the Company.

9. The Contributor and the Company recognize and agree that the Contributor is not any employee of the Company and is furnishing required services as an independent contractor. The Contributor will perform the services required under this Agreement, and the manner and means of providing those services are under the sole control of the Contributor, including providing all tools, equipment, and supplies necessary for performing the services. The services provided must, however, meet the approval of the Company and will be subject to theCompany's general right of inspection and supervision to secure satisfactory performance. The Contributor will be solely responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the conduct of the business.

10. The Contributor agrees to indemnify the Company against all liability or loss, and against all claims or actions based on or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of the Agreement or by conditions created thereby or based on any violation of any statute, ordinance, or regulation and agrees to indemnify the Company against the cost of defending any such claims of actions. The Contributor will indemnify the Company against all liability in connection with and will assume full responsibility for payment of all federal, state, and local taxes and contributions or premium charges required under workers' compensations, unemployment insurance, Social Security, and income tax laws with respect to the Contributor or any agent or employee of the Contributor.

11. The Contributor represents and warrants to the Company that Contributor's entry into this Agreement and the performance of Contributor's obligations hereunder do not violate any other contractual obligation that Contributor has to any other person or entity or infringe on any rights of any other person or entity. Contributor represents that Contributor has full legal authority to enter into this Agreement and perform Contributor's services hereunder.

12. The Contributor agrees that during the term of this Agreement and for a period of twelve (12) months after the termination of the Agreement, he or she will not directly or indirectly solicit the clients, customers, prospective clients or customers, contributors, sponsors, advertisers, independent contractors, or employees of the Company in any form or manner, alone or as a sole proprietor, an employee, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, or an agent or in any other way connected with any business in competition with the Company.

13. Contributor acknowledges that all Proprietary Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by him or her and whether or not disclosed or entrusted to him or her in connection with his or her work for the Company. Contributor further acknowledges that in the course of performing his or her services for the Company, he or she will have access to Proprietary Information, the ownership and confidential status of which are highly important to the Company, and his or she agrees to comply with all Company policies and procedures for the protection of Proprietary Information. Contributor agrees not to disclose Proprietary Information, directly or indirectly, under any circumstances or by any means, to any third person without the express written consent of the Company. Contributor agrees that he or she will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of Proprietary Information, except as may be necessary to perform his or her services for the Company. Contributor agrees to exercise the highest degree of care in safeguarding Proprietary Information against loss, theft, or other inadvertent disclosure, and agrees generally to take all steps necessary to ensure the maintenance of confidentiality. As used in this Agreement the term "Proprietary Information" means (a) confidential information of the Company, (b) information marked or designated by the Company as confidential, (c) information, whether or not in written form and whether or not designated as confidential, that is known to the Contributor as being treated by the Company as confidential, and (d) information provided to the Company by third parties that the Company is obligated to keep confidential. Proprietary Information includes, but is not limited to, client list or database, business model or plan, user names and passwords, website designs and function, rates of pay compensation schedules, benefit schedules, discoveries, ideas, designs, drawings, specifications, techniques, models, data, programs, documentation, processes, know-how, customer lists, marketing plans, financial and technical information, and any protected trade secrets as defined under Louisiana law. Contributor acknowledges that any disclosure of Proprietary Information will cause irreparable harm to theCompany.

14. This Agreement shall be binding upon and inure to the benefit of the Company and the Contributor and their respective heirs, executors, administrators, successors and assigns.

15. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other parties, which consent will not be unreasonably withheld.

16. Nothing in the Agreement, express or implied, is intended or will be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.

17. All notices and other communications required to be given under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by email (with confirmation of receipt), sent by facsimile (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses or facsimile numbers (or at such other address or facsimile number as a party may designate by like notice to the other parties):

RockYourGenius.com
PO Box 1396
Madisonville, LA 70447
(318) 523-0123
mail[at]rockyourgenius[dot]com

Any notice or other communication will be deemed to be given (a) on the date of personal delivery, (b) at the expiration of the 3rd day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery by facsimile or overnight delivery service. Facsimile transmission of any signed original document, and re-transmission of any signed facsimile transmission, will be the same as delivery of anyoriginal. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.

18. This Agreement may be amended only by an instrument in writing executed by all parties, which writing must refer to this Agreement.

19. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.

20. Each party agrees (a) to execute and deliver such other documents and (b) to do and perform such other acts and things, as any other party may reasonably request, to carry out the intent and accomplish the purposes of the Agreement.

21. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.

22. Contributor will be solely responsible for all expenses associated with the performance of the services contemplated by this Agreement and as set forth in Exhibit A, which is attached hereto and incorporated by reference herein.

23. Any provision or condition of the Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be awaiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

24. This Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Louisiana. Additionally, all parties to this Agreement shall submit to the jurisdiction of the State of Louisiana and agree that proper venue shall lie in Louisiana.

25. If any arbitration, suit or action is instituted to interpret or enforce the provisions of the Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit oraction as determined by the arbitrator or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

26. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by mediation and arbitration, if necessary. All disputes arising under this Agreement shall first be subject to mediation. The Company and Contributor shall mutually select the mediator and shall equally share in the costs associated with mediation. If the dispute is not resolved in mediation, then arbitration shall promptly commence. Unless the parties otherwise agree, the arbitration will be administered in Louisianain accordance with the rules then obtaining of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Any arbitration will be conducted in accordance with the following provisions: (a) Arbitration proceedings under this Agreement may be consolidated with Arbitration proceedings pending between other parties if the arbitration proceedings arise out of the same transaction or relate to the same subject matter. Consolidation will be by order of the arbitrator in any of the pending cases or, if the arbitrator fails to make such an order, the parties may apply to any court of competent jurisdiction for such an order. (b) A party may, without inconsistency with this Agreement, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the establishment of the arbitration (or pending the arbitrator's determination of the merits of the dispute, controversy, or claim). (c) The arbitrator will have authority to issue preliminary and other equitable relief. (d) Discovery proceedings of the type provided by the Louisiana state law will be permitted both in advance of and during recesses of the arbitration hearings. Any dispute relating to such discovery will be resolved by the arbitrator. (e) The arbitrator will have the discretion to order a prehearing exchange of information by the parties and an exchange of summaries of testimony of proposed witnesses. (f) The arbitrator will have the authority to award any remedy or relief that an Louisiana court could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process, except that the arbitrator will not have authority to award punitive damages or any other amount for the purpose of imposing a penalty as opposed to compensating for actual damage suffered or loss incurred. (g) The award will be in writing, will be signed by the arbitrator, and  will include a statement regarding the disposition of any claim. The award will be kept confidential to the fullest extent pemitted by law.

27. The parties agree that the remedy at law for any breach or  threatened breach by a party may, by its nature, be inadequate, and that the other parties will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.

28. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement will be brought against any of the parties in the State of Louisiana, and each of the parties consents to the jurisdiction of such court (and of the appropriate appellate courts) in any such action or proceeding an waives any objection to such venue.

29. The exhibits referenced in this Agreement are part of this Agreement as if fully set forth in this Agreement.

30. If any portion of this Agreement is deemed invalid or void at law, this Agreement shall be construed as though such portion or provision had not been inserted and the remainder of this Agreement shall remainin full force and effect.

31. This Agreement embodies and constitutes the entire understanding between the parties with respect to the independent contractor engagement contemplated herein, and all prior agreements, understandings, representations and statements, oral or written, are merged into this contract. Neither this contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

32. The parties enter into this Agreement as of the date of submission.

EXHIBIT A

REQUIRED SERVICES

Contributor will provide workshop hosting and/or related preparation work and will serve as said workshop's speaker/presenter.

MINIMUM WORKSHOP REQUIREMENTS

All workshops must meet the following general requirements:

1. Must be 1 hour in length (total length can include question and answer time),

2. Must fall within a category/topic of the Rock Your Genius network.

3. Must be performed at the agreed upon time slot, unless other arrangements can be made in advance and at the discretion of the Company.

4. The Company may add Company imaging messages during the workshop, as well as sponsor advertisements, at its sole discretion.

EXHIBIT B

COMPENSATION AND FEES

Once a workshop is added to the Company workshop schedule, the Contributor is eligible to receive a revenue share from each of that Contributor's individual workshop's live ticket sales, as well as all-day "Workshop Day" passes. The Contributor is also eligible to receive a revenue share from each of that Contributor's individual workshop's archive download sales for a period of twelve (12) months after the live workshop.

The Company will pay Contributor a revenue share via PayPal in United Stated Dollars based on the number of live individual workshop ticket sales for that Contributor's workshop, live all-day "Workshop Day" passes on the day of that Contributor's workshop, and archived individual workshop download sales for that Contributor's workshop. Payment shall be made on or before the 15th of the month following the month the sales were made via PayPal. Contributor's PayPal account email address is required for payment to be made. The Company reserves the right to adjust Contributor's compensation for the prior period billing corrections and bad debt. The Contributor will provide such reasonable substantiation regarding workshop completion and in providing services as may be required by the Company.

All-Day "Workshop Day" Pass Ticket Sales. All-day "Workshop Day" pass ticket sales are recorded via EventBrite. In the month following the "Workshop Day" of that Contributor, the Company will run a transaction log report via EventBrite to determine the number of all-day "Workshop Day" pass ticket sales for that Contributor's "Workshop Day." All-day "Workshop Day" pass ticket sales prices are posted next to each "Workshop Day" on the Company's website prior to the live "Workshop Day" and up to the day of the live "Workshop Day" (all-day "Workshop Day" pass tickets are generally set at a rate of $295 US per ticket), and the Contributor will be paid based on the total all-day "Workshop Day" pass ticket sales. The Company takes a 50% cut of all all-day "Workshop Day" pass ticket sales, and then the remaining 50% of all all-day "Workshop Day" pass ticket sales are divided by the number of workshops on that "Workshop Day" and dispersed to individual workshop contributors. For example, if a contributor hosted a workshop on a given "Workshop Day" and that "Workshop Day's" all-day "Workshop Day" pass ticket sales were 100 at the general rate of $295 US per all-day "Workshop Day" pass ticket sale, that contributor would receive $2,458 US in compensation, assuming six total workshops were hosted that "Workshop Day."
Live Individual Workshop Ticket Sales. Live individual workshop ticket sales are recorded via EventBrite. In the month following the workshop, the Company will run a transaction log report via EventBrite to determine the number of live individual workshop ticket sales for that workshop. Live individual workshop ticket sales prices are posted next to each workshop on the Company's website prior to the live workshop and up to the day of the live workshop (live individual workshop tickets are generally set at a rate of $75 US per ticket), and the Contributor will be paid based on the total live individual workshop ticket sales at the revenue share of fifty percent (50%). For example, if a contributor hosted a workshop and that workshop's live individual workshop ticket sales were 100 at the general rate of $75 US per live individual workshop ticket sale, that contributor would receive $3,750 US in compensation.
Archived Individual Workshop Downloads. Archived workshop downloads are recorded via e-Junkie. Once per month, beginning the month following the live workshop and for a period of twelve (12) months after the live workshop, the Company will run a transaction log report via e-Junkie to determine the number of archived workshop downloads for that workshop in the previous month. Archived workshop download prices are posted next to each archived workshop on the Company's website (generally a rate of $29 US per archived workshop download), and the Contributor will be paid based on the total archived workshop downloads that month at the revenue share of fifty percent (50%). For example, if a contributor hosted a workshop and that workshop's archived download sales were 100 in a given month during the year following the live workshop, and the archived downloads of that workshop sold at the general rate of $29 US per archived workshop sale, that contributor would receive $1,450 US in compensation that month.

If there are multiple Contributors for one workshop, those Contributors are considered as one Contributor, and any revenue share from live individual workshop ticket sales, individual workshop cuts of all-day "Workshop Day" pass ticket sales, and/or archived workshop downloads will be equally divided between or among all Contributors of that workshop.

13. Host Agreement for Radio Shows

This AGREEMENT (hereinafter the "Agreement"), dated as of the date of submission is between RockYourGenius.com (hereinafter the "Company") and the independent contractor, (hereinafter the "Host").

WHEREAS, the Company desires to engage the Host as an independent contractor and the Host desires to be associated with the Company as an independent contractor and furnish the Company with certain services under the terms and conditions set forth below; and

WHEREAS, the Company and the Host have entered into this Agreement freely and without duress.

NOW THEREFORE, in consideration of the terms, conditions, and mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Host agree as follows:

1. This Agreement is effective on the date of submission and will continue in effect until terminated by either party. Termination may occur at any time, upon 24-hour advance written notice, and with or without cause.

2. The Host will perform the services specified in Exhibit A. Those services will be available to the Company pursuant to a mutually agreed-on schedule. The Host will prepare such records and reports reasonably requested by the Company regarding the performance of the required services. The Host will use his or her best efforts to advance the interests of the Company and will faithfully, industriously, and to the best of his or her abilities, perform the services described in Exhibit A, which is attached hereto and incorporated by reference herein.

3. The Host acknowledges that all work performed or to be performed by Host for the Company, including work which constitutes "work-made-for-hire" under applicable copyright laws, all copyrights to which are owned by the Company; and, in any event, the Host assigns to the Company all intellectual property rights, including copyrights, in such work. The Company shall be allowed to make reasonable use of work product of Host, without prior consent from Host, nor shall Company be obligated to compensate Host for any additional use of said work product.

4. The Company will do all things reasonably required in a prompt and timely manner to enable the Host to provide his or her services and to otherwise perform his or her obligations pursuant to this Agreement. Host shall perform the services specified in Exhibit A in a timely manner, consistent with the Company's business model, and in accordance with representations made by Host as to availability to timely perform services. Host agrees to strictly communicate in writing whether Host is available or unavailable to accept perform services according to the mutually agreed-upon schedule. Timeliness of service performance is extremely important to Company's business model and reputation, and if Host indicates availability, Host shall diligently proceed towards completing services according to the mutually agreed-upon schedule.

5. For all services rendered by the Host under this Agreement, the Company will pay the Host on a per-download basis as specified in Exhibit B, which is attached hereto and incorporated by reference herein. Compensation is at the sole discretion of Company and may change upon reasonable notice to Host and in compliance with applicable United States and/or Louisiana statute. The Host will provide such reasonable substantiation regarding time incurred in providing services as may be required by the Company. Prior to commencement of services, the Host shall complete and provide to Company a Form W-9. Should no payment be made (no downloads be made) for services rendered by the Host due to dissatisfaction with Host's work product, the Company shall not be responsible to compensate Host for said services, and the Host expressly waives the right to compensation for said services. The Host is not an employee of the Company and is only an independent contractor to the Company. The Host will under no circumstances, including a legal finding regarding employee status, be entitled to any other benefits or compensation from the Company, including any and all employee benefit plans of the Company, pension plans, health insurance, paid time off, sick pay, or any other fringe benefit that Company may offer its employees. As such, Company will not withhold state or federal income tax, Social Security, or Medicare taxes from Host's compensation, nor will Company make state or federal unemployment contributions on behalf of Host. Host is solely liable for the payment of all applicable taxes related to the performance of services rendered under this Agreement, including but not limited to income tax, Social Security, Medicare, self-employment tax, and unemployment contributions. None of the benefits provided by the Company to its employees, including by not limited to workers' compensation insurance and unemployment insurance, will be provided by the Company to the Host or to any employee, agent, or servant of the Host whom the Host may engage as he or she believes necessary and appropriate for the performance of services. The Host agrees that he or she will file federal and state income tax returns either as a business entity or on a Business Schedule C, as appropriate, as part of the Host's personal income tax returns. The Host agrees that he or she is not eligible to participate in any benefit plans of the company under any circumstances, even if the Host should be found to be an employee of the Company by any governmental agency or court.

6. The Host may not assign or delegate any of his or her rights or obligations under this Agreement to any person without the prior written consent of the Company, which the Company may withhold in its sole discretion.

7. The Company is closed the following days each year.

Other business closures will be posted to the Company website. If Host requires support or wants to ensure a show episode is published before a business closure, the Host must submit that episode as early as possible, and no later than three (3) business days, before said business closure.

8. The Host and the Company agree that the Host has no authority to bind the Company as its agent, except as expressly agreed to by the parties in a separate written agreement. The Host will not make any representations or take any actions that would create the impression that he or she has authority to bind the Company.

9. The Host and the Company recognize and agree that the Host is not any employee of the Company and is furnishing required services as an independent contractor. The Host will perform the services required under this Agreement, and the manner and means of providing those services are under the sole control of the Host, including providing all tools, equipment, and supplies necessary for performing the services. The services provided must, however, meet the approval of the Company and will be subject to the Company's general right of inspection and supervision to secure satisfactory performance. The Host will be solely responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the conduct of the business.

10. The Host agrees to indemnify the Company against all liability or loss, and against all claims or actions based on or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of the Agreement or by conditions created thereby or based on any violation of any statute, ordinance, or regulation and agrees to indemnify the Company against the cost of defending any such claims of actions. The Host will indemnify the Company against all liability in connection with and will assume full responsibility for payment of all federal, state, and local taxes and contributions or premium charges required under workers' compensations, unemployment insurance, Social Security, and income tax laws with respect to the Host or any agent or employee of the Host.

11. The Host represents and warrants to the Company that Host's entry into this Agreement and the performance of Host's obligations hereunder do not violate any other contractual obligation that Host has to any other person or entity or infringe on any rights of any other person or entity. Host represents that Host has full legal authority to enter into this Agreement and perform Host's services hereunder.

12. The Host agrees that during the term of this Agreement and for a period of twelve (12) months after the termination of the Agreement, he or she will not directly or indirectly solicit the clients, customers, prospective clients or customers, hosts, sponsors, advertisers, independent contractors, or employees of the Company in any form or manner, alone or as a sole proprietor, an employee, a consultant, an owner, a partner, an officer, a director, a shareholder, a member, an adviser, or an agent or in any other way connected with any business in competition with the Company.

13. Host acknowledges that all Proprietary Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by him or her and whether or not disclosed or entrusted to him or her in connection with his or her work for the Company. Host further acknowledges that in the course of performing his or her services for the Company, he or she will have access to Proprietary Information, the ownership and confidential status of which are highly important to the Company, and his or she agrees to comply with all Company policies and procedures for the protection of Proprietary Information. Host agrees not to disclose Proprietary Information, directly or indirectly, under any circumstances or by any means, to any third person without the express written consent of the Company. Host agrees that he or she will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of Proprietary Information, except as may be necessary to perform his or her services for the Company. Host agrees to exercise the highest degree of care in safeguarding Proprietary Information against loss, theft, or other inadvertent disclosure, and agrees generally to take all steps necessary to ensure the maintenance of confidentiality. As used in this Agreement the term "Proprietary Information" means (a) confidential information of the Company, (b) information marked or designated by the Company as confidential, (c) information, whether or not in written form and whether or not designated as confidential, that is known to the Host as being treated by the Company as confidential, and (d) information provided to the Company by third parties that the Company is obligated to keep confidential. Proprietary Information includes, but is not limited to, client list or database, business model or plan, user names and passwords, website designs and function, rates of pay compensation schedules, benefit schedules, discoveries, ideas, designs, drawings, specifications, techniques, models, data, programs, documentation, processes, know-how, customer lists, marketing plans, financial and technical information, and any protected trade secrets as defined under Louisiana law. Host acknowledges that any disclosure of Proprietary Information will cause irreparable harm to the Company.

14. This Agreement shall be binding upon and inure to the benefit of the Company and the Host and their respective heirs, executors, administrators, successors and assigns.

15. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other parties, which consent will not be unreasonably withheld.

16. Nothing in the Agreement, express or implied, is intended or will be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.

17. All notices and other communications required to be given under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by email (with confirmation of receipt), sent by facsimile (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses or facsimile numbers (or at such other address or facsimile number as a party may designate by like notice to the other parties):

RockYourGenius.com
PO Box 1396
Madisonville, LA 70447
(318) 523-0123
mail[at]rockyourgenius[dot]com

Any notice or other communication will be deemed to be given (a) on the date of personal delivery, (b) at the expiration of the 3rd day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery by facsimile or overnight delivery service. Facsimile transmission of any signed original document, and re-transmission of any signed facsimile transmission, will be the same as delivery of any original. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.

18. This Agreement may be amended only by an instrument in writing executed by all parties, which writing must refer to this Agreement.

19. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.

20. Each party agrees (a) to execute and deliver such other documents and (b) to do and perform such other acts and things, as any other party may reasonably request, to carry out the intent and accomplish the purposes of the Agreement.

21. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.

22. Host will be solely responsible for all expenses associated with the performance of the services contemplated by this Agreement and as set forth in Exhibit A, which is attached hereto and incorporated by reference herein.

23. Any provision or condition of the Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

24. This Agreement shall be interpreted, governed by and construed in accordance with the laws of the State of Louisiana. Additionally, all parties to this Agreement shall submit to the jurisdiction of the State of Louisiana and agree that proper venue shall lie in Louisiana.

25. If any arbitration, suit or action is instituted to interpret or enforce the provisions of the Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit or action as determined by the arbitrator or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

26. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by mediation and arbitration, if necessary. All disputes arising under this Agreement shall first be subject to mediation. The Company and Host shall mutually select the mediator and shall equally share in the costs associated with mediation. If the dispute is not resolved in mediation, then arbitration shall promptly commence. Unless the parties otherwise agree, the arbitration will be administered in Louisiana in accordance with the rules then obtaining of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Any arbitration will be conducted in accordance with the following provisions: (a) Arbitration proceedings under this Agreement may be consolidated with Arbitration proceedings pending between other parties if the arbitration proceedings arise out of the same transaction or relate to the same subject matter. Consolidation will be by order of the arbitrator in any of the pending cases or, if the arbitrator fails to make such an order, the parties may apply to any court of competent jurisdiction for such an order. (b) A party may, without inconsistency with this Agreement, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that party pending the establishment of the arbitration (or pending the arbitrator's determination of the merits of the dispute, controversy, or claim). (c) The arbitrator will have authority to issue preliminary and other equitable relief. (d) Discovery proceedings of the type provided by the Louisiana state law will be permitted both in advance of and during recesses of the arbitration hearings. Any dispute relating to such discovery will be resolved by the arbitrator. (e) The arbitrator will have the discretion to order a prehearing exchange of information by the parties and an exchange of summaries of testimony of proposed witnesses. (f) The arbitrator will have the authority to award any remedy or relief that an Louisiana court could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process, except that the arbitrator will not have authority to award punitive damages or any other amount for the purpose of imposing a penalty as opposed to compensating for actual damage suffered or loss incurred. (g) The award will be in writing, will be signed by the arbitrator, and will include a statement regarding the disposition of any claim. The award will be kept confidential to the fullest extent pemitted by law.

27. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that the other parties will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.

28. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement will be brought against any of the parties in the State of Louisiana, and each of the parties consents to the jurisdiction of such court (and of the appropriate appellate courts) in any such action or proceeding an waives any objection to such venue.

29. The exhibits referenced in this Agreement are part of this Agreement as if fully set forth in this Agreement.

30. If any portion of this Agreement is deemed invalid or void at law, this Agreement shall be construed as though such portion or provision had not been inserted and the remainder of this Agreement shall remain in full force and effect.

31. This Agreement embodies and constitutes the entire understanding between the parties with respect to the independent contractor engagement contemplated herein, and all prior agreements, understandings, representations and statements, oral or written, are merged into this contract. Neither this contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

32. The parties enter into this Agreement as of the date of submission.

EXHIBIT A

REQUIRED SERVICES

1. Host will provide radio show hosting and/or related radio show production work.

2. Host will provide free imaging/liners/demo reels to the Company to promote themselves and the Company via the corporate website.

3. Host agrees not to work for any other radio and/or audio network and/or company using his/her RockYourGenius.com show name.

MINIMUM SHOW REQUIREMENTS

All shows and show episodes must meet the following general requirements:

1. Must be 30 minutes in length (25-35 acceptable),

2. Must be produced and submitted twice monthly (24 episodes per year minimum),

3. Must be commercial-free, and

4. Must fall within a category/topic of the Rock Your Genius network.

5. New episodes are due each Friday by 5 PM CDT.

6. The network will add a 5-second network image message at the beginning or end of each episode, as well as a 30-second sponsor advertisement, at its sole discretion.

EXHIBIT B

COMPENSATION AND FEES

The Company has a strict selection and screening process to ensure that only the most informative and entertaining shows make it onto the Company network and website. All shows are put through the Company's pilot program, where they are tested before becoming a part of the Company network and website lineup. The Company uses the testing phase to determine if a solid show can be developed around the pilot concept. The pilot phase lasts six (6) months, during which time, the show must reach a minimum average of one hundred (100) downloads per episode. If the pilot show reaches the minimum performance level of a minimum average of one hundred (100) downloads per episode by the end of the six-month testing phase, it's added to the Company network and website lineup. Until that time, the Host will be charged a monthly service charge, based on the Fee Schedule below.

Once a show is added to the Company network and website lineup (after a successful pilot run), the Host will be eligible to receive a revenue share from each of that show's episode downloads. Note: During a show's pilot run, Host is not eligible to receive a revenue share.

Every six (6) months, the show's performance is re-evaluated, and if the show's episode downloads have increased or decreased, both the revenue share and the monthly service charge will be adjusted accordingly and based on the Fee Schedule outlined below for the next six (6) months.

The Company will pay Host a performance-based revenue share via PayPal, as outlined in the Fee Schedule below, in United Stated Dollars based on the number of paid premium content downloads generated by the Host within the calendar month for all services rendered on a per-episode basis. Payment to be made on or before the 15th of the following month via PayPal. Host's PayPal account email address is required for payment to be made. The Company reserves the right to adjust Host's compensation for the prior period billing corrections and bad debt. The Host will provide such reasonable substantiation regarding episodes completed in providing services as may be required by the Company. Host will provide radio show hosting and/or related radio show production work for no compensation to advertise the Company as set for in exhibit A.

Episode downloads are recorded via e-Junkie. Once per month, the Company will run a transaction log report via e-Junkie to determine the number of episode downloads for that show in the previous month. Episode download prices are posted next to each episode on the Company's website (generally a rate of $1.99 per episode download), and the Host will be paid based on the total episode downloads that month at the revenue share outlined in the Fee Schedule below. For instance, if a host is at Level 1 (see Fee Schedule below) and that host's total show episode downloads for all episodes that month is three hundred (300) downloads and assuming $1.99 per episode download for all episodes, then that host would receive $238.80 for that month.

If there are multiple hosts for one show, those hosts are considered as one host, and any revenue share from episode downloads will be equally divided between or among all hosts of that show. Using the example above and assuming there were two hosts for that show, each host would receive $119.40 for that month.

FEE SCHEDULE

Pilot Level - With an average weekly rate of less than one hundred (<100) downloads, the Host will be eligible for zero percent (0%) revenue share of any downloads of the Host's show episodes, and the Host will be charged a monthly service fee of fifteen United States Dollars ($15).

Level 1 - With an average weekly rate of between one hundred and four-hundred-ninety-nine (100-499) downloads, the Host will be eligible for forty percent (40%) revenue share of any downloads of the Host's show episodes, and the monthly service charge will be waived.

Level 2 - With an average weekly rate of between five hundred and nine-hundred-ninety-nine (500-999) downloads, the Host will be eligible for fifty percent (50%) revenue share of any downloads of the Host's show episodes, and the monthly service charge will be waived.

Level 3 - With an average weekly rate of between one thousand and two-thousand-four-hundred-ninety-nine (1000-2499) downloads, the Host will be eligible for sixty percent (60%) revenue share of any downloads of the Host's show episodes, and the monthly service charge will be waived.

Level 4 - With an average weekly rate of between two-thousand-five-hundred and four-thousand-nine-hundred-ninety-nine (2500-4999) downloads, the Host will be eligible for seventy percent (70%) revenue share of any downloads of the Host's show episodes, and the monthly service charge will be waived.

Level 5 - With an a verage weekly rate of five thousand or more (5000<) downloads, the Host will be eligible for eighty percent (80%) revenue share of any downloads of the Host's show episodes, and the monthly service charge will be waived.

Note: If a show falls to below one hundred (<100) downloads, that show is placed back at Pilot Level status and has six (6) months to reach a minimum average of one hundred (100) downloads per episode. If the show does not reach the minimum performance level of a minimum average of one hundred (100) downloads per episode by the end of six (6) months, that show may be dropped from the Company network and website lineup, at the sole discretion of the Company.

14. Guest/Interviewee/Host/Contributor Interview Release

As a guest/interviewee/host/contributor participating on RockYourGenius.com and/or a show on the Rock Your Genius network, you agree to the following:

RockYourGenius.com and/or its representative host is recording your statements (the "Interview") for the purpose of creating an article, audio recording, and/or other product for incorporation in the RockYourGenius.com website and/or any other publication and/or media (the "Work") and that your name, likeness, image, voice, and performance is being recorded and may be made a part of the Work, and you accept as consideration for the Interview and Work any resulting publicity for yourself and/or your company.
RockYourGenius.com has the right to copy, reproduce, and use all or a portion of the Interview and Work. You permit the use of all or a portion of the Interview in the Work in all forms and media including advertising and related promotion throughout the world and in perpetuity.
You grant RockYourGenius.com the right to use your image and name in connection with all uses of the Interview and Work and waive the right to inspect or approve use of the Interview as incorporated in the Work. you grant RockYourGenius.com without limitation the right to edit, mix, or duplicate and to use or re-use the Interview and Work in whole or part, as RockYourGenius.com may elect.
You release RockYourGenius.com from any claims that may arise regarding the use of the Interview and Work including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright.
You acknowledge that you have no ownership rights in the Interview and Work. RockYourGenius.com shall have complete ownership of the Interview and Work in which you appear, including copyright interests.
You confirm that you have the right to enter into this Agreement, that you are not restricted by any commitments to third parties, and that RockYourGenius.com has no financial commitment or obligations to you as a result of this Agreement.
RockYourGenius.com is not obligated to utilize the rights granted in this Agreement.
You confirm that you are over the age of 18.

15. User Name, Password, and Security

You are responsible for maintaining the confidentiality of your user name and password, and you are solely responsible for all activities that occur under your user name and password. RockYourGenius.com and/or its affiliates will not be liable for any loss or damage arising from your failure to adequately safeguard your user name and/or password.

16. Governing Law

Any claim relating to the RockYourGenius.com website shall be governed by the laws of the State of Louisiana without regard to its conflict of law provisions.

17. Privacy Policy

Please see our complete privacy policy here. This is the website of RockYourGenius.com.

Our postal address is:
PO Box 1396
Madisonville, LA 70447.

We can be reached via e-mail at mail [at] rockyourgenius [dot] com, or you can reach us by telephone at 318-523-0123.

Information We Collect

For each visitor to our website, our web server automatically recognizes the consumer's domain name and email address (where possible). We collect the domain name and email address (where possible) of visitors to our website, of those who post messages to our website, of those who communicate with us via email, of those who make postings to our chat areas, aggregate information on what pages consumers access or visit, user-specific information on what pages consumers access or visit, information volunteered by the consumer, such as survey information and/or site registrations, name and address, telephone number, fax number, and payment information (e.g., credit card number and billing address).

The information we collect is used to improve the content of our website, to customize the content and/or layout of our site for each individual visitor, to notify consumers about updates to our website, and to contact consumers for marketing purposes.

Cookies

We use cookies to store visitors preferences, record session information, such as items that consumers add to their shopping cart, record user-specific information on what pages users access or visit, record past activity at a site in order to provide better service when visitors return to our site, and customize website content based on visitor's browser type or other information that the visitor sends.

Your Contact Information

You may receive periodic email, postal, and phone communications from us. If you do not want to receive communications from us in the future, please contact us using the information at the top of this page.

We do not sell or share your contact information with third-party companies.

Ad Servers

We do not partner with or have special relationships with any ad server companies.

Changes to This Policy

From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. You may prevent your information from being used for purposes other than those for which it was originally collected by contacting us using the information at the top of this page.

Access to Information

Upon request, we provide site visitors with access to all information that we maintain about them. Upon request, we offer visitors the ability to have inaccuracies corrected in contact information and financial information.

PayPal, eJunkie, and Google Checkout

We use PayPal, eJunkie, and/or Google Checkout to process all payments. Please refer to their respective privacy policies for more details.

Reporting Violations

If you feel that this site is not following its stated information policy, please contact us.