TERMS OF SERVICE
In this Agreement including the recitals, the following words shall have the following meanings:
- “Agreement”: shall have the meaning ascribed to it in the preamble.
- “Creative Content”: shall mean and include the content including write ups as required by content purchasers through the Platform.
- “Content Providers”: shall mean the individuals or companies who are engaged in the profession of content writing, who shall write Creative Content for and on behalf of various customers/companies who shall approach the Content Providers through the Platform.
- “Intellectual Property Rights”: shall mean and include any rights, copyrights, design rights, patents, designs, registered designs, trademarks, service marks (or an application for any of these), trade secrets, knowhow, data base rights, moral rights, trade or business names and any other rights of a similar nature and any licenses under or in respect of such rights.
- “Platform”: shall mean the platform which is an internet based software which caters to the need of content requirement of various content purchasers. The platform shall connect the Content Providers and the content purchasers on a common footing where the sale and purchase of Creative Content will take place under a real time bidding process.
- Services: shall mean Services as per Section [3.1].
SERVICES AND GENERAL TERMS
- lookwriter hereby provides non-exclusive, limited, non-assignable, revocable access to the Platform to the content purchaser which enables the content purchaser to purchase Creative Content from Content Providers. The sole obligation of the Platform is to connect the Content Providers and the content purchasers for facilitating sale and purchase of Creative Content through the Platform on the basis of real time bidding procedure time (hereinafter referred to as “Services”). Lookwriter may charge the content purchaser for its Services in future which will be duly communicated to the content purchaser.
- lookwriter shall charge commission @ 20% on the withdrawal amounts of the Content Provider plus service tax and any other tax, as applicable.
- Subject to Section 11 (“Confidentiality”) and upon receipt of the content purchaser’s express consent, Lookwriter shall have the right to use Content Providers in performance of its obligations and the Services hereunder.
- Violation of Lookwriter Terms of Service may get your account disabled permanently.
- Users who have violated our Terms of Service and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.
- Lookwriter reserves the right to put any account on hold or permanently disable accounts due to breach of these terms or any illegal or inappropriate use of the Site or Services. Users with accounts on hold will not be able to sell or buy on Lookwriter .
- Lookwriter may modify its Terms of Service from time to time. Any changes will be effective immediately upon posting.
- You understand and agree that if you use Lookwriter after the date on which the Terms of Service have changed, Lookwriter will treat your use as acceptance of the updated Terms of Service.
PAYMENT FOR SERVICES AND ORDERING
- The content purchaser will be required to make an advance payment to Lookwriter through the online payment gateway provided on the Platform by Lookwriter . Once payment is confirmed, the content purchaser will be able to assign his order to the chosen Content Provider. The content purchaser will be able to purchase the Creative Content to the maximum value of such advance payment made by it. Once such advance payment has been exhausted, the content purchaser will be required to replenish the advance payment as and when necessary to make new purchases of Creative Content from the Platform. The advance payment will be used to purchase the Creative Content from the Content Providers.
- As a buyer, the content purchaser’s identity is kept anonymous at all times. To protect its privacy, avoid requesting or providing Email addresses, Skype/IM usernames, telephone numbers or any other personal contact information to communicate outside of Lookwriter .
- The content purchaser shall not pay, or make payment using any method other than through the Lookwriter to pay the Content Provider.
- Content purchaser shall not pay the Content Provider directly using any method other than ordering through the Lookwriter order page.
- Once the Creative Content is sent to the content purchaser, it may accept, return or decline the Creative Content. If the Creative Content is returned for rework, the Content Provider shall make necessary changes to the same and send it again to the content purchaser. In the event the content purchaser chooses the “decline” option that would signify that the Creative Content is absolutely below expectation and the content purchaser is not desirous of making any payment to the Content Provider.
- Once the content purchaser has chosen the “decline”, the Content Provider if aggrieved by such decision will refer a dispute to the Lookwriter arbitrator, who shall decide the dispute on the basis of the facts and merits of the case and the arbitrator’s decision shall be final and binding between the parties.
WORK DELIVERY & COMMUNICATIONS
- Once the Content Provider has completed the order, it will be posted to the content purchaser’s account for review.
- The content purchaser can accept the order or request a revision to the same.
- The content purchaser can reject the order only after at least one revision request.
- After the content purchaser accepts the order, funds equaling the cost of that order will be debited from the content purchaser‘s account.
- If the content purchaser does not accept, request a revision, or reject the order from 120 hours (5 days) after delivery, the order will be automatically accepted and the appropriate funds will be debited from the content purchaser’s account.
- Content purchaser is responsible for scanning all transferred files for viruses and malware. Lookwriter will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.
- Content Provider must deliver completed files and/or proof of work using the “Send completed order” button (located on the Order page).
- Responding and posting a review: Once Creative Content is delivered, the content purchaser and Content Provider have thirty days to post a review about experience working with each other.
- Content purchaser may use the “Reassign” option located on the Order page while an order is marked as “Content Delivered” if the delivered materials do not match the Content Provider’s order description or instructions sent to the Content Provider at the start of the order.
- Feedback reviews provided by content purchasers are an essential part of Lookwriter ‘s rating system. Reviews demonstrate the content purchaser overall experience with their Content Provider. Content purchasers are encouraged to communicate to the Content Provider any concerns experienced during their active order in regards to the Services provided by the Content Provider. Our Customer Support team can help review any cases of misconduct experienced in a Lookwriter order.
- Leaving a content purchaser’s feedback is a basic prerogative of a content purchaser. Feedback reviews will not be removed unless there are clear violations to our Terms of Service.
- To prevent any misuse of our Feedback system, all feedback reviews given to a Content Provider must come from legitimate sales executed exclusively through the Lookwriter Platform from users within our community. Any purchases arranged from services outside of Lookwriter to enhance your ratings or to abuse the Platform using fraudulent purchases will result in a permanent suspension of the Content Provider’s account.
- Content Providers are required to meet the delivery time agreed with content purchaser. Failing to do so will allow the content purchaser to cancel the order and may affect the Content Provider’s overall rating and review.
- Both Content Provider and content purchaser have the option to cancel an order. Such cancellations have negative effect on rating on the side that initiated cancellation.
- Unanswered mutual cancellation requests will automatically be accepted after 48 hours.
- A Content Provider may cancel an order without the content purchaser’s consent at any given moment (Force Cancellation). However, this will have a negative effect on the Content Provider’s rating and levels of eligibility.
REPRESENTATIONS AND WARRANTIES OF THE CONTENT PURCHASER
As of the Effective Date and at all times thereafter, the content purchaser represents and warrants that:
- not to use the Creative Content for any illegal purposes or in any way offensive in manner, including to violating the applicable laws of the land;
- will not order for Creative Content which may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political and which facilitate betting and gambling;
- provide the Content Provider with all necessary, accurate information with regard to its requisition for the preparation of the Creative Content by the Content Provider;
- not hold Lookwriter responsible in any manner whether directly or indirectly for any Intellectual Property infringement of the Creative Content;
- it is a duly organized and validly existing under the laws of India and has all legal power and authority to execute this Agreement and carry out the terms, conditions and provisions hereof;
- the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate and other actions and will not violate or contravene any material provisions or requirements of any government instrumentality or any rule, regulation, statute or ordinance or other applicable laws or approvals, or violate or contravene any provisions of its charter or bye-laws or any indenture, agreement, document or instrument to which it is a party or by which it or its property may be bound or affected;
- no representations or warranty by content purchaser contained herein or in any other agreement by content purchaser to Lookwriter contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading in light of the circumstances in which it was made; and
REPRESENTATIONS AND WARRANTIES OF Lookwriter
As of the Effective Date and at all times thereafter, Lookwriter represents and warrants that:
- there are no claims, disputes, actions, suits or proceedings, including, without limitation, suits for any Intellectual Property infringement, pending or, to the knowledge of Lookwriter , threatened against or affecting the rendering of the Services under this Agreement;
- the Services rendered Lookwriter shall not violate the Intellectual Property Rights of any third party;
- if the Services include any third party software, it shall be solely responsible for obtaining licenses to such third party software if such software is not already in such parties’ possession, including the right to use the same for implementing it in the Services;
REPRESENTATION AND WARRANTIES OF CONTENT PROVIDER
As of the Effective Date and at all times thereafter, Content Provider represents and warrants that:
- it shall provide the Services in a workmanlike manner and shall adhere the requirements of the content purchaser and endeavor to adhere to the timelines decided with the content purchaser;
- it shall ensure that no third party Intellectual Property Right is infringed with regard to the Creative Content and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any third party;
- the license granted to the content purchaser herein shall be exclusive. The Content Provider warrants and represents that (i) the Creative Content has not previously been used displayed performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited, directly or indirectly by or to the public and (ii) during the agreement and thereafter, the Creative Content will not be used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited in any manner directly or indirectly, by or to the public.
- it agrees and understand that breach of this Section by the Content Provider shall entitle the content purchaser to injunctive relief for breach thereof along with appropriate damages.
- it is the author or creator or legitimate licensee of all Creative Content provided pursuant to this Agreement with the necessary rights to distribute the Creative Content which includes authorizing the content purchaser to provide, promote and display the Creative Content on its websites to be distributed to the users;
- the Creative Content does not violate the laws, statutes and/or regulations of any jurisdiction including India;
- the Creative Content furnished by Content Provider to the content purchaser for the purpose of this Agreement are true, consistent and accurate at all times;
- it is an entity duly organized and validly existing under the laws of India and has the power and capacity to execute, deliver and perform the terms of this Agreement and has taken or shall take all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement.
TERM AND TERMINATION
- This Agreement shall remain in effect for such time till the same is terminated by the Parties as per the provisions of this Agreement.
- In addition to the rights to terminate provided in Section 9.1 above, Lookwriter and the content purchaser may in its sole discretion terminate this Agreement for convenience for any reason or no reason at all with thirty (30) days prior written notice.
- Following service of a termination notice under this Agreement but prior to the effective date of such termination, each Party shall continue to abide by the terms and conditions of this Agreement in effect at such time and comply fully with its obligations hereunder and it shall not in any way hinder or interrupt the performance of this Agreement between the date of service of a termination notice and the date of actual termination.
- Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.
- Waiver. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof.
- Remedies not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.
- Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.
- Non-Exclusivity. This Agreement is non-exclusive. Nothing in this Agreement restricts either party from developing, marketing, selling, licensing, and/or distributing its products or services, or products and services similar to those of the other party, in the normal course of business or through its standard sales channels.
- Independent Contractor Relationship. Lookwriter is an independent contractor and this Agreement does not create an agency, partnership, or joint venture relationship between Lookwriter and content purchaser or Lookwriter and any content purchaser personnel. Lookwriter has sole responsibility for activities of its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate content purchaser in any manner.
- Force Majeure. Neither party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the non-performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.
- Publicity. Content purchaser hereby grants Lookwriter the limited right to use content purchaser’s name and any trademarks or service marks used in connection with content purchaser’s name in advertising and promotional material of Lookwriter and to include content purchaser in any of Lookwriter customer lists. Such use of content purchaser’s name and trademarks shall be solely to identify content purchaser as a customer of Lookwriter , and shall not be used in any manner that content purchaser, in its sole discretion, deems to be an explicit or implicit endorsement of Lookwriter , or which is likely to cause confusion as to content purchaser’s relationship to Lookwriter Services. Content purchaser shall allow Lookwriter to use content purchaser as a reference.
- Governing Law / Jurisdiction. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws rules applicable to contracts to be performed entirely within India. For all such matters, each party irrevocably submits to the exclusive jurisdiction of courts located in Gurgaon and waives any jurisdictional, venue, or inconvenient forum objections to such courts.
- Entire Agreement. This Agreement and its Exhibit(s) constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.
- Survival. The obligations under sections that contemplate performance or observance subsequent to termination or expiration of this Agreement, including the following sections: (“Representations and Warranties”), (“Confidentiality”), (“Indemnity”) (Limitation of Liability”), (“Miscellaneous”) and this Section (“Survival”), and any other sections that state that they are to survive expiration or termination, shall survive the expiration or termination of this Agreement.