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Services Agreement

Revised [April 19th, 2017]

Thank you for choosing to be part of our community at Compose.ly, a division of Freelance Writing LLC (“company”, “we”, “us”, or “our”). We are committed to providing our customers with an outstanding experience on our website and through the use of our services. In order to ensure that all parties involved have the best possible experience on Compose.ly, we’ve created guidelines by which all parties must adhere. This Services Agreement is meant to clarify these guidelines, the relationships between us, Clients, and Writers, and outline our payment processes and procedures. If you have any questions or concerns about this agreement, please contact us at [email protected].

When you visit our website https://compose.ly (“Site”) and use our services, you trust that your experience will be smooth, secure, and ultimately beneficial. This Services Agreement is here to help you understand the rules by which we govern Writer access, Client access, and the relationships between them and between us. We hope you take some time to read through it carefully, as it is important. If there are any terms in this Services Agreement that you do not agree with, please discontinue use of our site and our services.

From time to time, we may make changes to this Services Agreement. When any changes are made, we will update the “Revised” date at the top of this document, so please check back every now and then to ensure that you are still in agreement with our terms and practices.

TABLE OF CONTENTS

  1. Is This Agreement Legally Binding?
  2. How Does Compose.ly’s Marketplace Work?
  3. Writer Registration Rules & Steps
  4. Writer Submission Rules
  5. How & When Do Writers Get Paid?
  6. Client Registration Rules & Steps
  7. Client Purchases and Payments
  8. Can Writers and Clients Work Together Outside of Compose.ly?
  9. What Can You Do If Your Intellectual Property Is Infringed Upon?
  10. Will Compose.ly Handle Disputes Between Clients and Writers?
  11. How Will Compose.ly Deal With Inactive Accounts?
  12. Miscellaneous
  13. How To Contact Us

PLEASE READ THIS SERVICES AGREEMENT CAREFULLY

1. IS THIS AGREEMENT LEGALLY BINDING?

This Services Agreement constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”), and Freelance Writing LLC (“we” or “us” or “our”). This agreement concerns your access to and use of https://compose.ly, as well as any other platform connected to Compose.ly (collectively, the “Site”).

This services agreement is subject to and incorporates by reference our Terms and Conditions and Privacy Policy. You agree that by creating an account with the Site, you have read, understand, and agree to be bound by this entire agreement.

We reserve the right, in our sole discretion, to make changes or modifications to this Services Agreement at any time and for any reason. When any changes are made, we will update the “Revised” date at the top of this document, so please check back in every now and then to ensure that you still accept our Services Agreement. It is your responsibility to periodically review this Services Agreement to stay informed of updates. Your continued use of the Site after the revised agreement is posted will be interpreted as your awareness and acceptance of the new terms.

WHAT CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT?

By registering for an account or by accessing the Site, you demonstrate your execution of this Services Agreement, the Privacy Policy, and any other agreements on our site electronically. This demonstration of your execution of the agreement is effective the date you registered or first accessed the Site according to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act).

Your registration of an account constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the Privacy Policy, and any other agreements as required by our Site.

WILL YOU RECEIVE RECORDS FROM COMPOSE.LY?

By registering for our site you agree to receive certain records from Compose.ly and Freelance Writing LLC, such as contracts, notices, and communications, electronically.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which requires an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by any means other than electronic means. You may withdraw your consent to receive your records electronically by sending us an email to the address below. However, if you withdraw your consent to receive records and notices electronically, we will revoke your access to our Site and you will no longer be permitted to use our services.

2. HOW DOES COMPOSE.LY’S MARKETPLACE WORK?

Compose.ly provides an online marketplace of freelance writing services (the “Services”) to connect writers, content providers, editors, and other contributors collectively “Writers”) with companies and agencies (collectively “Clients”) seeking freelance writing services. These services can include, but are not limited to, blog contributions, newsletters, product descriptions, white papers, press releases, and other written content (collectively “Projects”).

RELATIONSHIP BETWEEN CLIENTS AND WRITERS

When a writer accepts a project from a client, they will be deemed to have entered into a Writer-Client Contract. Under this contract, a Client agrees to purchase and a Writer agrees to deliver freelance writing services. You agree not to enter into any contractual provisions in conflict with this Services Agreement.

You are solely responsible for ensuring compliance with your obligations to other users of Compose.ly. If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. We have no responsibility for enforcing any rights under a Writer-Client Contract. Depending on the jurisdiction, Writers and Clients may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this agreement is intended to override a right that by applicable law may not be excluded. Please ensure that you are familiar with all domestic laws applicable to you.

3. WRITER REGISTRATION RULES & STEPS

To access the Services as a Writer, you must first register for an account with Compose.ly. By registering with the Site as a Writer, you represent and warrant that:

We may at any time verify your identification by requesting a copy of a government-issued photo ID, a credit card or billing statement, a tax receipt, and/or any postmarked business mail or by using a third party identification service.

Upon registering with the Site, you will be given an assessment, which may include completing an exam, submitting writing samples, and/or providing any other content we may require in order to evaluate your writing skills. We reserve the right to change this assessment process at our sole discretion at any time. We may reject your assessment and terminate your account at our sole discretion and without liability or explanation to you.

If we accept you as a Writer, you must complete a public profile on the Site, which may be seen by other writers and clients. You also consent to certain profile information being displayed publicly, unless you otherwise indicate in your profile settings or by contacting us using the contact information provided below.

Please do not provide any information that is untrue, inaccurate, not current, or incomplete. If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site.

COMPOSE.LY WRITERS ARE INDEPENDENT CONTRACTORS, NOT EMPLOYEES

By registering as a Writer with the Site, you agree that you are an independent contractor working for Clients and not, for any purpose, our employee. You agree that:

Nothing contained in this Services Agreement shall be deemed or construed to create a partnership, joint venture, or any other fiduciary relationship between you and us, or between Writer and Client.

4. WRITER SUBMISSION RULES

Writers will submit all text, writings, articles, blog posts, papers, newsletters, press releases, video, audio, photographs, graphics, comments, written material in connection with the initial assessment, and any Projects, (each a “Submission” and collectively, “Submissions”) through the Site. By submitting a Project you represent and warrant that:

Upon accepting a Project, you agree:

You consent to our use of any form of plagiarism software on your Submission to check for authenticity. We reserve the right to review and reject any Submission.

Any failure to perform the obligations set forth in this Services Agreement shall count as a violation against your account. If you accumulate multiple violations, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Site.

SUBMISSIONS LICENSE

You acknowledge and agree that each Submission is a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976 (the “Copyright Act”), and each Submission and any resulting intellectual property rights will be the sole and exclusive property of us or the Client. If the Submission is not considered a “work made for hire” under the Copyright Act, you automatically assign to us or the Client all of your rights, title, and interest in and to the Submission.

5. HOW & WHEN DO WRITERS GET PAID?

Writers will be paid on a per Project basis on the 1st and 15th of every month, provided that the Writer’s eligible balance is greater than $10. Eligible balances are the sum of the price for all Projects that the Writer has completed during a payment period, minus our standard service fees. Eligible balances will be calculated on the 5th and the 20th of every month.

All payments to Writers will be made through PayPal. Therefore, in order to receive payment for your work, you must have a registered account with PayPal. In addition, you may be required to submit a Form W-9 or any other documentation necessary to process payment to you.

You will not be paid for any Projects that are not completed within the required time frame or that are reasonably rejected by the Client. If you fail to deliver on a Project as required under this Services Agreement, we reserve the right to deduct as a penalty up to 30% of the Project price from any eligible balance that is owed to you.

We reserve the right to adjust our fees at our discretion at any time.

6. CLIENT REGISTRATION RULES & STEPS

To access the Services as a Client, you must first register with Compose.ly. By registering with the Site as a Client, you represent and warrant that:

We may at any time verify your identification by requesting a copy of a government-issued photo ID, a credit card or billing statement, a tax receipt, and/or any postmarked business mail or by using a third-party identification service.

Please do not provide any information that is untrue, inaccurate, not current, or incomplete.If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site.

7. CLIENT PURCHASES AND PAYMENT

You may submit requests for Projects on the Site through your account by providing the type of product you are requesting, and detailed information regarding the work being requested. By submitting a request for a Project, you represent and warrant that:

Fees are charged per Project, based on a variety of factors, and includes a service fee payable to us. All prices are stated on our website. Payments must be made immediately upon submitting a Project to the Site. You agree to pay all charges at the stated prices for any Projects that you submit. You authorize us to charge your chosen payment provider for any such purchases. Sales tax will be added to the price of purchases as deemed required by us.

If your purchase is subject to recurring charges, then you consent to us charging your payment method in advance on a recurring basis, without requiring your prior approval for each recurring charge. Recurring charges for Projects will continue until you notify us of your cancellation. All payments shall be in U.S. dollars.

You agree to provide current, complete, and accurate purchase information for all purchases made via the Site. You further agree to promptly update your account and financial information, including payment method and credit or debit card expiration date, so that we can complete your transactions and contact you as needed.

We reserve the right to refuse any Project submitted through the Site. We also reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

PROJECT REVISIONS COMPLETION

You are entitled to request a total of two revisions by the Writer on each Project. You must submit any revision requests within 8 days of receiving a draft. If you do not request a revision within 8 days of receiving a draft, the Project will automatically be deemed to be complete and closed.

CANCELLATIONS AND REFUNDS

You can cancel a Project at any time for a full refund, only if a Writer has not already accepted the Project. Once a Writer has accepted your Project or begun work on your Project, you cannot cancel your Project. If no Writer accepts your Project within 5 days of submission, you may receive a full refund on your payment.

All Projects are entitled to two revisions by the Writer before final acceptance by you of the Project. If you reject the Writer’s submission for any reason or receive a refund for any reason, you must delete any versions of the submission from your database and cannot use the submission or content in the future. Any rejected submissions are the exclusive property of Compose.ly.

If you are not satisfied with the Services or believe there has been an error in billing, please contact our Customer Service Department by emailing us at [email protected].

We may also refund payments to a Client if:

If you have already initiated a chargeback request with your credit card issuer, you must not request a refund from us and must not seek double recovery.

If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.

CHARGEBACKS

Chargebacks (challenges to a payment that a Client may file with their card issuer or financial institution) and any subsequent reversal instruction, are made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow such instructions.

You acknowledge and agree that we will be entitled to recover any chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Clients through our website, as well as any processing or any other fees whatsoever incurred by us on those chargebacks and reversals.

You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors). If you initiate any chargeback request, “Request for Information”, or similar process, you expressly agree and consent to us to share any and all information in relation to your agreement of these terms and conditions, in order to defeat any such chargeback request.

8. CAN WRITERS & CLIENTS WORK TOGETHER OUTSIDE OF COMPOSE.LY?

You agree that for a period of 2 years after first connecting with a Writer or a Client through Compose.ly, you will use the Site and the Services as your exclusive method of:

You will not attempt to circumvent the Site or our fees. You agree to notify us immediately if any Writer or Client attempts to contact or pay you outside of the Site.

If you violate this exclusivity provision in this Services Agreement, we reserve the right to take appropriate legal action, including without limitation, pursuing civil, criminal and injunctive redress.

9. WHAT CAN YOU DO IF YOUR INTELLECTUAL PROPERTY RIGHTS HAVE BEEN INFRINGED UPON?

We will respond to clear notices of alleged intellectual property infringement. If you believe that your intellectual property rights have been violated please notify us at [email protected] and we will investigate.

10. WILL COMPOSE.LY HANDLE DISPUTES BETWEEN CLIENTS AND WRITERS?

Compose.ly is merely a platform for connecting Clients and Writers. You are solely responsible for your interactions with other users. We have no liability for your interactions with other users, and you agree to release us from any claims, demands, or damages arising out of any dispute with another user. We reserve the right, but have no obligation, to monitor any disputes between you and other users.

FEEDBACK

Copyright of any feedback, reputation, reviews, comments, or ratings left by you belong solely to us. You acknowledge that these belong solely to us, notwithstanding that we permit you to use it on our Site while you have an account. We are entitled to suspend or terminate your account at any time if we believe that you are attempting to undermine our feedback system. You may not use any feedback without our express written permission in any real or virtual venue other than on Compose.ly.

11. HOW WILL COMPOSE.LY DEAL WITH INACTIVE ACCOUNTS?

Writer and Client Accounts that have not been logged into for a period of time will incur a maintenance fee per month, until either the account is closed or reactivated, for storage, bandwidth, support and management costs of providing hosting of the Writer or Client profile, portfolio storage, listing in directories, promotion of your profile on the Website and elsewhere, file storage, message transmission, general administrative matters and message and other storage costs. We reserve the right to close an Inactive Account.

CLOSING YOUR ACCOUNT

You may close your Account at any time. The option is located in the Account Settings.

Account closure is subject to:

We may retain some of your personal information to satisfy regulatory requirements and our own external obligations. Closing your account does not necessarily delete or remove all of the information we hold.

12. MISCELLANEOUS

This Services Agreement constitutes the entire agreement between you and us on the subject matter hereof. A party’s failure to exercise or enforce any right or provision of this Services Agreement shall not operate as a waiver of such right or provision.

This Services Agreement operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this Services Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Services Agreement and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of this Services Agreement. You agree that this Services Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Services Agreement and the lack of signing by the parties hereto to execute this Services Agreement.

13. HOW TO CONTACT US

If you have any questions regarding this Services Agreement, please contact us at:

Freelance Writing LLC

3422 Old Capitol Trail PMB# 793

Wilmington, DE 19808

[email protected]