Writers Service Agreement

This Writer Services Agreement is part of the Writer Contract (defined below) between the Writer and Content Writers, LLC. ("Content Writers" or "CW"), effective upon Writer's acceptance of an Assignment on the Site. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Content Writers Terms of Service. Capitalized terms not defined in this Services Agreement are defined in the Content Writers' Terms of Service.

This Services Agreement is effective beginning September 2014.

Writer Contract

Upon an extension of an offer to contract for an Assignment and Writer's acceptance of an Assignment, Writer agrees to deliver the Writer Services in accordance with the following agreements (collectively, the "Writer Contract"): (1) the Terms of Service; (2) the Assignment's Terms, as awarded and accepted on the Site; and (3) this Writer Services Agreement.

Responsibilities and Performance

Content Writers shall oversee, inspect, and make a final acceptance of satisfactory Writer Services in accordance with the Writer Contract. Writer is responsible for the performance and quality of the Writer Services in accordance with the Writer Contract in a timely and professional manner, consistent with industry practice and consistent with the instructions provided to you by CW and/or the CW Traffic Director. In composing the Assignment, Writer agrees to provide its own computer equipment, tools, and other materials at its own expense. Content Writers and Writer each covenant and agree to act with good faith and fair dealing in performance of the Writer Contract.

The performance of the Writer Services under the Writer Contract commences and terminates on the dates specified in the Assignment Terms, unless both Writer and Content Writers otherwise agree prior to the deadline for such Assignment.

A Writer assigned to a particular Assignment shall be entitled to perform edits to a Submission twice. If a third revision is determined necessary by CW's Editor/Traffic Director, then the Assignment shall move on the next Writer for quality control and assurance. A Writer shall submit a draft of the Assignment to Content Writers' Traffic Director/Editor on the date specified by the terms of the Assignment. Drafts shall be returned to the Writer with feedback or edits in order to allow a Writer to make a final Submission. If a Writer's final Submission is rejected by either CW's Editor/Traffic Director or the Buyer/Client, Content Writers is not obligated to review any additional Submissions from the Writer in connection with that Assignment, nor obligated to pay that Writer for their work unless and until the Buyer purchases and Accepts that particular work product.

Independent Contractor Relationship

Writer is: (a) not the agent of Content Writers; (b) not authorized to make any representation, contract, or commitment on behalf of Content Writers; (c) not entitled to any of the benefits that Content Writers makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Writer's performance of services and receipt of fees under the Writer Contract.

Writer is solely and exclusively liable for complying with all applicable state, federal and international laws, including laws governing self-employed individuals, and other contributions based on fees paid to Writer under the Writer Contract. Content Writers will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on Writer's behalf. Writer hereby agrees to indemnify and defend Content Writers against any and all such taxes or contributions, including penalties and interest.

Writer Deadlines

"5-day deadline" means five (5) business days (excluding major holidays) commencing from the date the Writer is Assigned a project by CW, which shall occur within twenty four (24) hours of Buyer's purchase order. Under a 5-day deadline, the Writer shall be responsible to provide the first draft of their Submission to CW's Editor/Traffic Director within four (4) business days from the date of Assignment. By way of example, Buyer purchases content on Monday at 3pm; Writer is given Assignment on or before Tuesday 3pm with Writer's first draft due to CW's Editor/Traffic Director no later than Friday 3pm (time of Assignment received). CW's Editor/Traffic Director shall communicate with Writer for necessary revisions by Writer. Writer's final edits and Submission shall be due to CW's Editor/Traffic Director on or before Monday at 3pm.

"3-day deadline" means three (3) business days (excluding major holidays) commencing from the date the Writer is Assigned a project by CW. Under a 3-day deadline, the Writer shall be responsible to provide the first draft of their Submission to CW's Editor/Traffic Director within two (2) business days from the date of Assignment. See example above for illustration of deadlines.

Upon receipt of revisions requested by CW or Buyer, Writer agrees he/she shall be obligated to work in cooperation and in good faith with CW to complete the draft and perfect same until it becomes final Submission ready. Failure by the Writer to comply with all applicable deadlines issued by CW may result in permanently removing Writer from CW's writer data base and exclusion from future projects or Assignments. (See "Late Penalty" section below

100% Satisfaction Policy

If Buyer is dissatisfied with its content and remains dissatisfied after requesting revision(s), then Buyer is not obligated to pay for its order. Accordingly, Writer shall be obligated to perform for CW a minimum of two (2) revisions until and unless CW elects to remove Writer from that particular Assignment/project.

Intellectual Property Rights

As used in this Services Agreement, the following capitalized terms have the following meanings:

"Acceptance" means any content written by a Writer that is deemed accepted, purchased and paid for by the Client/Buyer.

"Intellectual Property Rights" has the meaning given in the Terms of Service Agreement.

"Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

"Submission" means any and all Submission or drafts developed by Writer as part of the Writer Services as required to complete the Assignment and delivered to Content Writers.

Ownership of Assignment and Intellectual Property: Writer agrees that each Submission is a work made for hire. Upon complete payment by the Buyer and the Buyer's Acceptance of the Writer's submitted content, any Intellectual Property Rights in the Submission will become the sole and exclusive property of the Buyer and will be deemed to be the author thereof. If Writer has any rights to such Intellectual Property Rights that are not owned by Content Writers and/or the Buyer upon Writer's Submission, Writer hereby automatically irrevocably assigns to Content Writers and/or the Buyer all rights, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Writer retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of the Buyer or Content Writers' ownership in such Intellectual Property Rights. Writer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law. If the Writer's Submission is rejected and not purchased by the Buyer, then the Writer shall retain all title, interest, and Intellectual Property rights in the non-purchased Submission.

License to or Waiver of Other Rights: If Writer has any right to such Intellectual Property Rights in the Submission that cannot be assigned by Writer, Writer hereby automatically upon receipt of payment from Content Writers unconditionally and irrevocably grants to Content Writers during the term of such rights, an exclusive, even as to Writer, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights.

Assistance: Writer agrees to assist Content Writers in every way, both during and after the term of the Writer Contract, to obtain and enforce United States and foreign Intellectual Property Rights relating to Submission in all countries. Content Writers will reimburse Writer for any out-of-pocket costs associated with such obtaining and enforcement. In the event Content Writers is unable for any reason, after reasonable effort, to secure Writer's signature on any document needed in connection with the actions specified above in this Section "Intellectual Property Rights," Writer hereby designates and appoints Content Writers and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Writer.

Competitive or Conflicting Work

Writer agrees, during the term of the Writer Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Writer's obligations under the Writer Contract. Writer further agrees not to disclose to, deliver to, or induce Content Writers to use any confidential information that belongs to anyone other than Content Writers or Writer.

Specific Billing & Payment Policies for Writers

  1. How to Bill for Services Using the Payment Service

    By making a final Submission, Writer warrants that it has fully complied with the Writer Contract and Writer Services. Upon Acceptance of the Writer's final submission, Content Writers shall calendar and begin to process a payment request in accordance with the Assignment terms.

  2. Timing of Payments

    Content Writers shall pay Writer through the Writer's PayPal account within seven (7) business days of Acceptance and purchase of the Writer's final Submission, excluding holidays.

  3. No Partial Payment

    Content Writers shall not compensate Writer (in whole or in part) for any Submission rejected by the buyer. If such Submission is rejected by the Buyer, Writer will retain any Intellectual Property Rights in the Submission.

  4. Late Penalty

    If Writer makes a Submission after the posted deadline for the Assignment and such Submission is accepted by Content Writers and ultimately accepted by Buyer, Writer agrees that Content Writers may apply, at its discretion, a late penalty between 5% - 50% of the posted rate for the Assignment.

  5. Withdrawal of Funds

    See Content Writers' Terms of Service agreement for information on this point.

Confidential Information

Writer agrees that during the term of the Writer Contract and thereafter, except as expressly authorized in writing by Content Writers, Writer (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Writer Contract; (b) will not disclose or publish any Confidential Information to any third party without first obtaining Content Writers' express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Writer personnel who need to know such information in connection with their work for Content Writers; and (d) will not remove any tangible embodiment of any Confidential Information from Content Writers' premises without Content Writers' prior written consent.

"Confidential Information" means all information related to Content Writers' and/or a Buyer's business and its actual or anticipated research and development or related to a Submission delivered or agreed to be delivered from Writer to Content Writers, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and (iii) information designated by Content Writers, either in writing or orally, as Confidential Information. Notwithstanding the foregoing, it is understood that Writer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Writer Contract, and Writer's own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to Writer prior to Content Writers' disclosure hereunder or that becomes publicly available through no fault of Writer.

Writer Representations and Warranties

Writer hereby represents and warrants that (a) the Submission will be an original work of Writer and any third parties will have executed assignment agreement(s) consistent with this Agreement prior to being allowed to participate in the development of the Submission; (b) the Submission will fully conform to the requirements and terms set forth on the Site and in the Writer Contract; (c) neither the Submission nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Assignment nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Writer will not grant, directly or indirectly, any rights or interest whatsoever in the Submission to third parties; (f) Writer has full right and power to enter into and perform the Writer Contract without the consent of any third party; and (g) Writer will comply with all laws and regulations applicable to Writer's obligations under the Writer Contract.

Indemnification

Writer will defend, indemnify, and hold harmless Content Writers, its affiliates, licensees (in particular, any Buyers that contracted with Content Writers for the Assignment concerning the Submission at issue), directors, employees, agents and advisors against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Content Writers (i) alleging that any Submission that Writer delivers pursuant to the Writer Contract or the Assignment infringes upon any Intellectual Property Rights (provided, however, the infringement claim does not pertain to revisions to the Submission performed by Content Writers or others); (ii) alleging that any Submission that Writer delivers pursuant to the Writer Contract misappropriates any trade secret, of any third party; or (iii) arising from Writer's breach of the terms of this Agreement.

Termination

Either party may terminate the Writer Contract in connection with an Assignment immediately in the event that the other party has materially breached the Writer Contract and fails to cure such breach within twenty (20) days of receipt of written notice sent by the non-breaching party, setting forth in reasonable detail the nature of the breach.

Content Writers may also terminate the Writer Contract immediately in its sole discretion in the event of an assigned Writer's material breach of the Sections titled "Intellectual Property Rights," and "Confidential Information."

Return of Property

Writer will deliver to Content Writers all of Content Writers' property together with all copies thereof, and any other material containing or disclosing any Confidential Information, upon the completion or termination of the Writer Contract or upon Content Writers' request at any other time.

Survival

In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Writer Contract: Sections titled "Intellectual Property Rights," "Confidential Information," "Writer Representations and Warranties," "Indemnification," "Return of Property," "Survival," "Exclusion and Limitations of Liability," and "General Provisions."

Disclaimer of Warranties

OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN OR IN THE TERMS OF SERVICE, WRITER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE.

Exclusions and Limitations Liability

EXCEPT FOR A VIOLATION INVOLVING CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER WRITER OR CONTENT WRITERS BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE WRITER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR A VIOLATION INVOLVING CONFIDENTIAL INFORMATION AND AS PROVIDED UNDER THE SECTION TITLED INDEMNIFICATION, IN NO EVENT WILL EITHER WRITER OR CONTENT WRITERS BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE ASSIGNMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE CONTENT WRITERS PAID TO THE WRITER THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

General Provisions

Governing Law, Venue and Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to its conflicts of law principles. Any controversy, claim or dispute arising out of or relating to this Agreement between Writer and Content Writers (including their respective assignees, affiliates, attorneys and/or agents), or their relationship, either during the existence of the relationship or afterwards, shall be resolved solely and exclusively by the state and federal courts of New Jersey. Writer further consents that in the event Content Writers elects to take legal action against you for violation(s) of any of the Terms contained within this Agreement, you shall be responsible to pay for all reasonable attorneys' fees and costs incurred by Content Writers in connection with the prosecution of such claims.

Severability. If any provision of the Writer Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Writer Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Assignment. The Writer Contract, and the party's rights and obligations herein, may not be assigned or otherwise transferred by either party without the other's prior written consent, and any attempted violation of the foregoing shall be null and void. The terms of the Writer Contract will be binding upon assignees. Notwithstanding the foregoing, Content Writers may, without the consent of Writer, assign any rights and obligations under the Writer Contract. Any permitted assignment of the Writer Contract shall be binding upon and enforceable by and against Content Writers' and Writer's successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Writer Contract.

Notices. Each party must deliver all notices or other communications required or permitted under the Writer Contract to the other party at the contact information identified in these terms or elsewhere on the Site.

Injunctive Relief. Writer acknowledges that, because its services are personal and unique and because Writer will have access to Confidential Information of Content Writers, any breach of the Writer Contract by Writer would cause irreparable injury to Content Writers for which monetary damages may not be an adequate remedy and, therefore, will entitle Content Writers to injunctive relief (including specific performance). The rights and remedies provided to each party in the Writer Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

Waiver. Any waiver or failure to enforce any provision of the Writer Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Writer Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

Entire Agreement. The Writer Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Writer Contract, or any waiver of any rights under the Writer Contract, will be effective unless accepted by Writer and Content Writers.

Contacting Us

If you have any questions or complaints regarding these Terms, please them via email to info@contentwriters.com.

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