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    PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERRED HEREIN CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE CONTAIN A VARIETY OF LIMITATIONS AND EXCLUSIONS, AS WELL AS A BINDING ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTIONS.

     

    This User Agreement (the "Agreement") is a legally binding agreement between you ("you" or "User") and c LTD ("PayPerWord," "we," or "us") and our affiliates. To be a User of our website located at http://dev1.find-writers.com/ or any portion of the remainder of the Site (as defined in the Terms of Service) or the Site Services, you must read, agree to, and accept all of the terms and conditions stated in this Agreement (defined in the Terms of Service).

     

    This Agreement incorporates by reference the following critical agreements, as they may be amended from time to time: Terms of Service; Cookie Policy; and Privacy Policy.

     

    These agreements are collectively referred to as the "Terms of Service" together with this Agreement.

    PayPerWord may alter this Agreement and any of the other agreements that compose the Terms of Service at any time by publishing an updated version on the Site, subject to the criteria set out herein. PayPerWord will provide you fair advance notice of such amendments by posting the amended Terms of Service on the Site, displaying notice on the Site, and/or sending you an email.

    Any changes to the Terms of Service will take effect on the effective date specified (the "Effective Date").

     

    YOU UNDERSTAND THAT BY ACCESSING OR USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT-OUT OF THE ARBITRATION PROVISION AS PROVIDED IN THE ARBITRATION SECTION). IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE, EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

    IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THESE TERMS OF SERVICE, AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT CASE, THE TERMS "YOU" AND "YOUR" REFER TO YOU AND THAT ENTITY OR AGENCY.

     

    1. DEFINITIONS

    Capitalized terms not defined below or above have the meanings described in the Terms of Service or elsewhere in the Terms of Service.

    “Client” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Writer Services, including from another User.

    “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:

    1. is generally known by third parties as a result of no act or omission of Writer or Client;
    2. was lawfully received by User without restriction from a third party having the right to disseminate the information;
    3. was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or
    4. was independently developed by User without use of another person’s Confidential Information.

     

    “Escrow Account” means Client Escrow Account, Writer Escrow Account.

     

    “Writer” means any authorized User utilizing the Site or Site Services, including Direct Contract Services or Any Hire  Services, to advertise or provide Writer Services to Clients. A Writer is a customer of PayPerWord with respect to use of the Site and Site Services.

    “Writer Fees” means  payments made by a Client to a Writer.

    “Writer Services” means all services performed for or delivered to Clients by Writers.

    The term “including” as used herein means including without limitation.

    “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

    “Payment Method” means a valid credit card issued by a bank acceptable to PayPerWord, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as PayPerWord may accept from time to time in our sole discretion.

    “Project” means an engagement for Writer Services that a Writer provides to a Client under a Service Contract on the Site.

    “Service Contract” means the contractual provisions between a Client and a Writer governing the Writer Services to be performed by a Writer for Client for a Project

    “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

    “PayPerWord App” means the online platform accessed using PayPerWord’s downloaded application or other software that enables

    time tracking and invoicing, chat, and screenshot sharing with other Users.

    “User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or

    other content or information that you or any Site Visitor or User post to any part of the Site or provide to PayPerWord, including

    such content or information that is posted as a result of questions.

    “Work Product” means any tangible or intangible results or deliverables that Writer agrees to create for, or actually delivers to, Client as a result of performing the Writer Services

     

    1. PAYPERWORD ACCOUNTS

    Registration And Acceptance

    By creating an account to access the Site or Site Services (an "Account"), continuing to use the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or clicking to accept the Terms of Service when prompted on the Site, you agree to be bound by this Agreement and the other Terms of Service.

    You must register for an Account in order to access and utilize some areas of the Site and Site Services. Certain areas of the Site, including those prior to your Account registration being accepted, are open to Site Visitors, subject to the Site Terms of Use. PayPerWord maintains the right to reject a registration to join PayPerWord or to add any sort of Account (i.e., as a Client or Writer) for any legitimate reason, including supply and demand, data maintenance costs, or other business factors.

    If you establish an Account on behalf of a company as an employee or agent, you represent and declare that you are allowed to engage into binding contracts, including the Terms of Service, on your own and the company's behalf. PayPerWord values your privacy and will treat it in line with our Privacy Policy, which is included into the Terms of Service, and relevant legislation.

     

    Account Eligibility

    PayPerWord provides the Site and Site Services exclusively for business reasons and not for individual, home, or consumer usage. To create an Account or to access and use the Site and its Services, you must, and thus represent, that you:

    1. Are an employee or agent of an independent business (whether as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other organization) and are authorized to act for and bind that business;
    2. Will access and use the Site and Site Services solely for business reasons;
    3. Will adhere to all applicable licensing, registration, and other regulations pertaining to your business, or the business on behalf of which you are acting, and the supply of Writer Services; and
    4. Are either a legal entity or an individual who is at least 18 years old (or has attained the age of majority in the country in which you conduct business) and is capable of entering into legally binding contracts.

     

    Account Profile

    To create an Account and access the Site, you must create a User profile ("Profile"), which you accept to having displayed to other Users and, unless you modify your privacy settings, to the public. You undertake to provide true, accurate, and full information on your Profile and any other registration and other forms you access on the Site or submit to us, and to preserve the accuracy, completeness, and honesty of your information. You undertake not to give any false or misleading information about your identity or location, your business, your abilities, or the services provided by your business, and to promptly rectify any such information that is or becomes untrue or misleading.

     

    Account Types

    As mentioned in this Section, there are several distinct types of Accounts. Once you've registered for one form of account, you can add additional types of accounts using the same username and password.

    Without our express written consent, you agree not to have or register for more than one Account. We reserve the right to immediately revoke the Account's privileges, including access to or use of the Site or Site Services, as well as those of any and all linked Accounts, if we believe that false or misleading information was provided in creating, marketing, or maintaining your Profile or Account.

     

    1. ACCOUNT OF THE CLIENT

    To access the Site and Site Services as a Client (a "Client Account"), you can register for an Account or add an Account type.

    Each User associated with a Client Account can be granted distinct rights to act on the Client Account's behalf.

     

    1. ACCOUNT OF A WRITER

    Writer: You can create an Account or modify an existing Account to access the Site and its Services as a Writer (a "Writer Account").

     

    Account Permissions

    You agree not to seek or allow another person to create an Account on your behalf, for your use, or for your benefit, with the exception of an authorized employee or agent acting on your business's behalf. By giving access to your Account to other Users, including as a Team Member or Agency Member, you represent and warrant that:

    1. The User has been granted authority to act on your behalf; and
    2. You are entirely accountable and liable for the User's conduct and omissions, including responsibilities and liabilities incurred in connection with payment and the execution of Service Contracts and the Terms of Service.

    If any such User violates the Terms of Service, this may have an adverse effect on your ability to utilize the Site and Site Services. PayPerWord reserves the right to close any or all connected Accounts upon the closure of one.

     

    Identity And Location Verification

    When you register for an Account and from time to time thereafter, your Account will be subject to verification, which may include validation against third-party databases or the verification of one or more official government or legal documents confirming your identity, location, and ability to act on PayPerWord's behalf. You permit PayPerWord to conduct any enquiries necessary to verify your identity, your location, and your ownership of your email address or financial accounts, in accordance with relevant legislation. When we seek information about you or your firm, you must promptly supply us with comprehensive information, which may include, but is not limited to, official government or legal papers. Certain Account features may be temporarily disabled during verification.

    After a successful verification, Account features will be reinstated.

     

    Passwords And Usernames

    Each user of the Site must create their own Account. When you create an Account, you will be prompted to select a username and password. You are solely responsible for the security and confidentiality of your login and password. You agree not to disclose your username or password with anybody and, if you are a legal entity that is not a natural person, to share your username and password only with authorized users of your Account. PayPerWord is permitted to presume that anybody accessing the Site using your username and password is either you or someone authorized to act on your behalf. You undertake to contact us promptly if you become aware of or suspect any unauthorized use of your Account or unauthorized access to any Account's password. Additionally, you agree not to use the Account or log in using another User's username and password if (a) you are not permitted to do so or (b) doing so would violate the Terms of Service.

     

    1. PURPOSE OF PAYPERWORD

    The Site serves as a marketplace for Clients and Writers to connect and promote, purchase, and sell Writer Services online. PayPerWord offers the Site Services to Users subject to the Terms of Service, which include hosting and maintaining the Site, supporting the establishment of Service Contracts, and aiding Users in resolving disputes arising out of those Service Contracts. When a User engages into a Service Contract, the User utilizes the Site to invoice and pay for any amounts due under the Service Contract.

     

    Relationship With Payperword

    PayPerWord only provides the Site and Site Services in order for Writers and Clients to connect and trade directly. PayPerWord does not introduce Writers to Clients, does not pick Writers for Projects, and does not select Clients for Writers. Through the Site and Site Services, Writers may be notified of Clients who may be interested in the services they provide, and Clients may be notified of Writers who may provide the services they seek; however, Users are always responsible for evaluating and determining the suitability of any Project, Client, or Writer on their own. If Users choose to engage into a Service Contract, the Service Contract is between the Users and PayPerWord is not a party to it.

    You accept, agree, and understand that PayPerWord is not a party to the relationship between Client and Writer or to any transactions between the two. Users are completely responsible for the following:

    1. Ascertaining the truthfulness and legality of any User Content;
    2. Verifying the other Users' fitness for a Service Contract (via interviews, screening, background checks, or other similar steps);
    3. Discussing, agreeing to, and implementing Service Contract terms and conditions;
    4. Performing the function of a writer; and/or
    5. Compensating for the services of a writer.

     

    Additionally, you recognize, agree, and understand that you alone are responsible for determining whether to engage into a Service Contract with another User and for confirming any information about another User. PayPerWord makes no representations or warranties regarding the truth or accuracy of any Writer's or Client's listings or other User Content on the Site; PayPerWord does not verify any feedback or information provided by Users about Writers or Clients; and PayPerWord does not conduct background checks on or guarantee the work of Writers or Clients.

     

    PayPerWord acknowledges, agrees, and understands that it does not supervise, direct, control, or assess Writers or their work and is not liable for any Project, Project terms, or Work Product.PayPerWord makes no representations or warranties regarding and disclaims all liability for, and you agree not to hold PayPerWord liable for:

    1. The Writer Services' quality, safety, or legality;
    2. The User's credentials, background, or identity; the Writers' capacity to provide Writer Services;
    3. The Clients' financial capacity to pay for Writer Services;
    4. User Content, including remarks or postings made by Users; or a Client's or Writer's capacity or desire to execute a transaction.

     

    While PayPerWord may display certain badges on Writer or Client profiles, these badges are not a guarantee or warranty of the badged Writer's or Client's ability or willingness to complete a Service Contract, nor are they a guarantee of any kind, including the quality of Writer Services or Client Projects.

    Additionally, you acknowledge, agree, and understand that Writers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means by which Writer Services are provided; the type of services provided; and the price they charge for their services or the method by which that price is determined or set. Additionally, you accept, agree, and comprehend that:

    1. You are not a PayPerWord employee and are thus ineligible for any employment-related rights or benefits (including unemployment and/or workers compensation insurance);
    2. PayPerWord shall have no liabilities or obligations, including those arising out of or in connection with Service Contracts and/or Writer Services, for any acts or omissions by you or other Users;
    3. PayPerWord does not monitor, direct, or control any Writer or Writer Services in any manner; it does not set quality standards or a deadline for completion of any Writer Services; and
    4. It does not prescribe the performance, methods, or process by which a Writer performs services.

     

    Writer is free to choose when and if to perform Writer Services, including the days and time periods of work, and PayPerWord does not set or control Writer's pricing, work hours, work schedules, or work location, nor does PayPerWord play any role in determining the nature and amount of any compensation charged or paid to Writer for a Project;

    1. PayPerWord will pay Writers at the times and in the quantities agreed upon with a Client in a particular Service Contract, and PayPerWord does not provide or promise Writers a regular wage or any other minimum, consistent payment;
    2. PayPerWord does not offer any training or equipment, labor, tools, or materials to Writers in connection with any Service Contract;
    3. PayPerWord does not provide the location for Writers to work;
    4. Unless otherwise agreed upon with their Client, Writers may use subcontractors or employees to execute Writer Services by delegating work on fixed-price contracts or by negotiating with their Clients on hourly contracts for the Writer's subcontractor(s) or employee(s); and
    5. PayPerWord does not ship any actual Work Product. If a Writer utilizes subcontractors or employees, the Writer accepts and recognizes that this Section also applies to PayPerWord's relationship with the Writer's subcontractors and employees, if any, and that the Writer is entirely liable for the Writer's subcontractors and employees.

     

    Nothing in this Agreement is intended to prohibit or discourage (and should not be construed as prohibiting or discouraging) any User from engaging in other business activities or providing services through any other channels they choose, provided that Users abide by the Opt Out provisions described in Section 8. Users are always free and encouraged to engage in such additional commercial activities and services.

     

    Taxes And Benefits

    The writer acknowledges and accepts that he or she is exclusively accountable:

    1. For all tax liabilities incurred in connection with payments received from Writer's Clients and via PayPerWord, and that PayPerWord will not withhold any taxes from payments to Writer;
    2. To obtain any liability, health, workers' compensation, disability, unemployment, or other insurance that is requested, necessary, or required by law, and that the Writer is not covered by or eligible for any insurance offered by PayPerWord;
    3. For evaluating whether relevant legislation requires Writer to provide any specific invoices for the Writer Fees and for producing any needed invoices;
    4. For determining whether the Writer is obliged by applicable law to submit to the appropriate authorities any value added tax or other taxes or similar charges applicable to the Writer Fees, and for remitting any such taxes or charges to the respective authorities, as applicable; and
    5. If you are located outside of the United States, you are responsible for establishing whether PayPerWord is required by relevant law to withhold any portion of the Writer Fees, alerting PayPerWord of any such obligation, and indemnifying PayPerWord against any such demand (including penalties and interest).

     

    In the event that PayPerWord is audited, Writer agrees to cooperate promptly with PayPerWord and provide copies of Writer's tax returns and other documents reasonably requested for the audit's purposes, including but not limited to records demonstrating Writer is conducting an independent business as represented to PayPerWord.

     

    Marketplace Feedback And User Content

    You recognize and agree that Users may publish and request that PayPerWord publish information about them on the Site, such as feedback, composite feedback, geographic location, or proof of identity or credentials. However, such information is based entirely on unverified data submitted voluntarily by Writers or Clients to PayPerWord and does not constitute or will be construed as an introduction, endorsement, or recommendation by PayPerWord; PayPerWord provides such information solely for the convenience of Users.

     

    You understand and agree that User feedback improves the marketplace, all Users, and the Site's efficiency, and you expressly desire that PayPerWord display composite or compiled comments on Users, including yourself, on User Profiles and other areas of the Site.

    You acknowledge and agree that feedback results for you, including your Job Success Score and any other User Content highlighted by PayPerWord on the Site or in any other way ("Composite Information"), may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users.

    Additionally, you realize and agree that PayPerWord will make Composite Information, including composite or collected comments, available to other Users. PayPerWord provides its feedback system as a tool for Users to communicate their publicly expressed opinions on other Users, and PayPerWord does not monitor, influence, contribute to, or censor these comments.

    You understand and agree that any composite or aggregated comments and any other Composite Information provided on the Profile pertain solely to the company listed in the Profile and not to any specific individual.

    You undertake not to utilize the Composite Information in connection with any employment, credit, credit valuation, underwriting, or other similar decision on another User.

     

    PayPerWord does not normally examine the accuracy or trustworthiness of any remarks provided by Users or other User Content and does not guarantee that User Content is truthful.

    You are entirely responsible for your User Content, including its accuracy, and for any legal action brought against you by other Users or other parties in connection with your User Content.

    PayPerWord is not legally liable for any feedback or remarks expressed or made public on the Site by Users or third parties, regardless of whether the content is libelous or otherwise actionable under applicable law.

    PayPerWord reserves the right (but is not obligated) to remove posted feedback or information that, in PayPerWord's sole judgment, violates the Terms of Service, has a negative impact on our marketplace, diminishes the integrity of the feedback system, or is otherwise inconsistent with PayPerWord's business interests.

    You recognize and agree that you will tell PayPerWord immediately of any inaccuracy or omission from your feedback results, including the Composite Information, and that if you do not, PayPerWord may depend on the correctness of such information.

     

    1. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND WRITER

    Service Contracts

    When a Client and a Writer agree to engage into a Service Contract, the Service Contract establishes a direct contractual connection between the Client and the Writer. Both Client and Writer have entire discretion over whether to sign into a Service Contract with one another and over the terms of any Service Contract. You acknowledge, agree, and understand that PayPerWord is not a party to any Service Contract and that the formation of a Service Contract between Users does not create an employment or other service relationship between PayPerWord and any User, nor does it create a partnership or joint venture between PayPerWord and any User.

    Clients and Writers may enter into any written agreements (e.g., confidentiality agreements, invention assignment agreements, rights assignment agreements, etc.) with respect to any Service Contract, provided that such agreements do not conflict with, limit, or expand PayPerWord's rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions.

     

    Disputes Among Users

    You agree to follow the dispute resolution method outlined in the Escrow Instructions that apply to your specific Service Contract in the event of a dispute between Clients and Writers. If the dispute resolution procedure does not resolve your problem, you may pursue it independently, but you understand and agree that PayPerWord will not and is not bound to offer dispute help in excess of what is specified in the Escrow Instructions.

    If a Writer or Client seeks an order from an arbitrator or a court directing PayPerWord, PayPerWord, or our Affiliates to take or abstain from taking any action with respect to an Escrow Account, that party will:

    1. Provide us with at least five business days' notice prior to the hearing;
    2. Include a provision in any such order requiring us to be paid in full for any monies to which we would otherwise be entitled as a prerequisite to obligations impacting PayPerWord or PayPerWord; and
    3. Include a provision in any such order requiring PayPerWord to be compensated for the reasonable value of the services to be delivered pursuant to such order as a condition precedent to any obligation impacting PayPerWord or PayPerWord.

     

    Confidential Information

    Users may agree to whatever confidentiality conditions they think suitable. If and to the extent that the Users do not express a different agreement on confidentiality, they agree to the application of this Section (Confidential Information).

    To the extent that a User discloses Confidential Information to another User, the receiver will safeguard the discloser's Confidential Information with the same degree of care that it takes to safeguard its own Confidential Information, but in no case less than due care. The party that received Confidential Information will promptly destroy or return the disclosing party's Confidential Information and any copies located in or on its premises, systems, or other equipment under its control upon a User's written request.

     

     

     

     

     

    1. PAYPERWORD FEES
    1. FEES FOR WRITERS

    Service Fees.

    PayPerWord will charge writers a service fee of 20%, which may be reduced by us to 15% from time to time through promotions or affiliate promotions. This fee includes communication, invoicing, reporting, dispute resolution, and payment services, as well as facilitating arbitration and providing Hourly Payment Protection, as described in the applicable Escrow Instructions (the "Service Fees").

    The Service Fees (for using the Site's Services) are entirely borne by the Writer. When a Client pays a Writer for a Project or when funds related to a Project are otherwise released to a Writer in accordance with the applicable Escrow Instructions, PayPerWord will credit the Writer Escrow Account with the full amount paid or released by the Client, deduct the Service Fee, and then disburse the remaining balance to PayPerWord. The Writer irrevocably authorizes and directs PayPerWord to debit the Service Fee from the Writer Escrow Account and pay PayPerWord on the Writer's behalf. If the Writer elects to withdraw funds in a currency other than US dollars, PayPerWord or an affiliate may impose a foreign currency conversion charge. The rate may differ from the rate in effect on the date of payment, and you may be able to obtain a better rate from your bank or financial institution.

     

    Membership Fees.

    By paying subscription membership fees, writers can subscribe to various levels of participation and privileges on the Site in order to have access to more features and Site Services.

     

    Fees for Disbursement.

    PayPerWord will charge writers a disbursement fee for payments made using their preferred payment method ("Disbursement Fee"). The Disbursement Fee is paid to PayPerWord in exchange for the costs incurred and management of disbursements made via the disbursement method requested by the Writer and varies according to the disbursement type. The Disbursement Fee for each mode of payment is provided on the Site under Fees and Schedules, as updated from time to time.

    In addition to PayPerWord's costs, your disbursement method may charge you for account activation, maintenance, or other services.

     

    1. CLIENT FEES

    Clients pay PayPerWord a charge for the processing and management of Writer Fees paid to Writers engaged through the Site.

    Additionally, clients can purchase a premium membership package to have access to extra features and Site Services.

    Clients are not charged if they just use the Site for Direct Contracts.

     

     

    1. VAT AND OTHER TAXES

    PayPerWord may be required by applicable law to collect taxes or levies in the jurisdiction of the Writer, including, without limitation, withholding income tax or VAT (while some countries refer to VAT in other ways, such as GST, we'll simply refer to VAT, GST, and any local sales taxes collectively as "VAT") (the "Taxes"). PayPerWord shall collect or withhold any monies necessary to pay such Taxes in addition to the fees owing to PayPerWord under the Terms of Service.

     

    1. NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

    PayPerWord does not connect Clients with Writers or assist Writers in securing Projects. PayPerWord only makes the Site and Site Services available to enable Writers to do so independently and may highlight Projects that may be of interest from time to time. As a result, PayPerWord does not charge a fee when a Writer locates a Client or a Project. Additionally, PayPerWord does not collect any fees or dues for the publication of public feedback, composite or compiled feedback, or Composite Information.

     

    1. PAYMENT TERMS AND ESCROW SERVICES
    1. ESCROW SERVICES

    PayPerWord offers Users escrow services via PayPal to deliver, store, and/or receive money for a Project, as well as to pay PayPerWord's fees ("Escrow Services").

    The Escrow Services are designed for business use, and you agree to use them exclusively for business reasons, not for consumer, personal, family, or domestic usage.

    When we process a payment, a refund, or add money to your wallet, the payment processor and escrow service (PayPal) charge us a 4% fee. Users will endure this 4% as a minor convenience charge that is non-refundable in order to avoid us experiencing the 4% fund loss connected with receiving the company's escrow payment.

     

    1. ESCROW INSTRUCTIONS

    PayPerWord will only use and release escrow funds in accordance with the provisions of this Agreement and the applicable Escrow Instructions. PayPerWord acts just as an Internet escrow agent, an arrangement that you acknowledge and agree to. PayPerWord has completely given the Escrow Services to you if it supplies the Escrow Services specified in this Agreement and the applicable Escrow Instructions. PayPerWord is obligated exclusively to perform the activities specified in this Agreement and any associated Escrow Instructions. PayPerWord Escrow may release or make a payment from an Escrow Account associated with you in accordance with your authorization, this Agreement, and the applicable Escrow Instructions, or as otherwise required by applicable law.

     

    1. ESCROW ACCOUNTS

    PayPerWord will only use and release monies held in an Escrow Account in accordance with the terms of this Agreement and the applicable Escrow Instructions. PayPerWord will setup and manage one of three types of Escrow Accounts based on your needs and the necessary Escrow Instructions:

     

    Escrow Account for Clients. After entering into a Service Contract, the first time a Client makes a payment for a Project, PayPerWord will establish and maintain a "Client Escrow Account" to retain cash for the Client to utilize for Project payments, refunds, and payments to PayPerWord.

     

    Escrow Account for Writers. PayPerWord will construct and manage a "Writer Escrow Account" for Writers to collect payments for Projects, withdraw payments, make payments to PayPerWord, and give refunds to Clients following the conclusion of a Service Contract.

     

    PayPerWord is thus authorized and instructed to operate as escrow agent in connection with the Escrow Accounts and the payment, holding, and receiving of money for each Project and other specified purposes in accordance with the Terms of Service and related Escrow Instructions by you. The Client and Writer may use the Site to obtain up-to-date information on the status of an Escrow Account.

     

    1.  NO INTEREST

    You agree that you will not receive interest or other earnings on the funds held in your Escrow Account.

     

    1. ESCROW AGENT DUTIES

    We agree to fulfill only those obligations specifically stated in this Agreement, the relevant Escrow Instructions, and the other Terms of Service, and no further obligations will be assumed.

    We are not liable for the contents of any agreement, other than the Terms of Service, including this Agreement and any relevant Escrow Instructions, and are under no obligation to enquire about them.

    We shall have no obligation to inquire into or examine any agreement or communication between Client and Writer, even if such agreement or communication is posted on the Site.

    We have the right to rely on, and will not be liable for, any written notice, instruction, or request furnished to us by Client or Writer in accordance with this Agreement or the applicable Escrow Instructions, if we have reasonable grounds to believe that such notice, instruction, or request is genuine and signed or presented by the appropriate party or parties.

    We are under no obligation to examine or ask about the legitimacy, accuracy, or content of any such notification, instruction, or request.

    We are under no obligation to solicit payments or releases to or from any Escrow Account.

    We may exercise any of our powers and perform any of our obligations under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (for which we will be solely responsible for the careful selection of any such agent or attorney), and we may consult with counsel, accountants, and other skilled persons to be selected and retained by us.

    To the extent permitted by relevant law, we shall not be responsible for anything we do, suffer, or omit in good faith on the advice or judgment of such attorneys, accountants, or other expert individuals.

    If we are unsure of our obligations or rights hereunder or receive instructions, claims, or demands from any party hereto that conflict with any provision of this Agreement or the applicable Escrow Instructions, we will be entitled to take no action, and our sole obligation will be to safely hold all property held in the Escrow Account until we are directed otherwise in writing by Client and Writer or by a final order or judgment.

     

    1. ESCROW AGENT RIGHT

    We reserve the right, but not the obligation, to initiate arbitration or, in the absence of an arbitration provision, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Writer regarding the Escrow Account. Regardless of whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing in this Agreement or the applicable Escrow Instructions will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. To the extent permitted by applicable law, any corporation or association into which PayPerWord may be merged or converted, or with which PayPerWord Escrow may be consolidated, or any corporation or association to which all or substantially all of PayPerWord's escrow business may be transferred, will automatically succeed to all of PayPerWord's rights and obligations under this Agreement and the applicable Escrow Instructions as escrow holder and escrow agent.

     

    1. NON-PAYMENT

    If Client is in "default," which means the Client fails to pay the Writer Fees or any other amounts due under the Terms of Service or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of PayPerWord), PayPerWord will be entitled to the remedies set forth in this Section in addition to any other remedies provided by applicable law or in such written agreement. To prevent doubt, Client will be in default upon the occurrence of any of the following:

    1. Client fails to make timely payment of Writer Fees;
    2. Client fails to pay a past-due debt or to make an account current when a credit or debit card is denied or expires;
    3. Client fails to pay an invoice provided by PayPerWord within the time period agreed upon, or within 30 days if no timeframe is agreed upon;
    4. Client initiates a chargeback with a bank or other financial institution, resulting in a refund to the Client of a charge made by PayPerWord for Writer Fees or any other amount payable; or
    5. Other acts or inaction on the part of the Client result in a negative or past-due balance on the Client's account.

     

    If Client is in default, we reserve the right, without notice, to suspend or terminate Client's Account and revoke Client's access to the Site and Site Services, including Client's authority to use the Site to process additional payments, enter into Service Contracts, or obtain additional Writer Services from other Users via the Site. Client shall, however, be liable for any sums accrued on any open Projects at the time the Client's Account is restricted as a consequence of the default. Without limiting other available remedies, Client must immediately pay PayPerWord for any amounts owed, plus interest at the lesser of 1.5 percent (1.5%) per month or the maximum rate permitted by applicable law, plus attorneys' fees and other collection costs to the extent permitted by applicable law.

     

    PayPerWord or its Affiliates may, without notice and to the extent authorized by relevant law:

    1. charge all or a portion of any money outstanding on any Account to PayPerWord, as Writer Fees, or in any other manner to the Client's Payment Method on file;
    2. offset monies owed against other funds received from Client or retained by PayPerWord, PayPerWord, or another Affiliate on Client's behalf;
    3. notify credit reporting agencies and law enforcement authorities as necessary; and
    4. in any inquiry or prosecution, cooperate with credit reporting companies and law enforcement officials.

     

    PayPerWord makes no promise that Client will be able to pay Writer Fees or that Client will pay them, and PayPerWord is not responsible for Writer Fees if Client defaults. In the case of a default, Writer may use the dispute procedure specified in the applicable Escrow Instructions to recover monies from Client or may seek any other remedy against Client that Writer deems appropriate. If PayPerWord recovers monies from a Client in default according to this Section, PayPerWord will pay the applicable Writer any portion of the Writer Fees not already paid by the Client or credited by PayPerWord under any Payment Protection scheme.

     

    1. NO RETURN OF FUNDS AND NO CHARGEBACKS

    Client acknowledges and agrees that PayPerWord or its Affiliates will charge or debit Client's designated Payment Method for Writer Fees incurred in accordance with the applicable Escrow Instructions, and that once PayPerWord or its Affiliates charges or debits Client's designated Payment Method for Writer Fees, the charge or debit is non-refundable, except as required by applicable law. Additionally, Client understands and accepts that the Terms of Service provide a procedure for resolving complaints. To the extent permissible by applicable law, Client undertakes not to request a refund of any Writer Fees or other fees levied according to the Terms of Service from its credit card company, bank, or other Payment Method provider for any reason. Chargebacks that violate the above duty are a significant breach of the Terms of Service. Client understands that if Client initiates a chargeback in violation of this Agreement, PayPerWord or its Affiliates may dispute or appeal the chargeback, launch collection action against Client, or take any other action PayPerWord deems appropriate.

     

     

    1. PAYMENT METHODS

    Client must supply account details for at least one valid Payment Method in order to utilize certain Site Services.

    Client hereby authorizes PayPerWord to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial information as Client's method of payment in accordance with our Privacy Policy, and to charge Client's credit card (or any other Payment Method) for the Writer Fees and any other amounts due under the Terms of Service. You understand and agree that, to the extent authorized by applicable law and subject to our Privacy Policy, we may utilize third-party vendors and service providers to process payments and maintain your Payment Method information.

    Client represents, declares, and covenants that by supplying Payment Method information on the Site and authorizes payments using the Payment Method:

    1. The client has the legal authority to give this information;
    2. The Client is legally permitted to pay using the Payment Method(s);
    3. If the Client is an employee or agent of the company or individual who owns the Payment Method, the company or individual has allowed the Client to use the Payment Method to make payments on PayPerWord; and
    4. Such activities do not constitute a violation of the terms and conditions governing the Client's usage of the Payment Method(s) or of relevant legislation.

     

    When Client approves a payment via the Site using a Payment Method, Client represents and declares that the Client has adequate money or credit to make the payment using the specified Payment Method. If any sums due under this Agreement or the other Terms of Service cannot be collected through Client's Payment Method(s), Client is entirely responsible for paying such amounts through alternative methods.

    PayPerWord shall have no liability to any User if PayPerWord is unable to execute a transaction due to a limitation imposed by applicable legislation or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account linked with such Payment Method. PayPerWord shall use commercially reasonable efforts to settle such transactions in a manner consistent with this Agreement and any relevant Escrow Instructions.

     

    U.S. Dollars And Foreign Currency Conversion

    The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is not denominated in US Dollars and requires currency conversion in order to make or receive payments in US Dollars, the Site may display foreign currency conversion rates that PayPerWord, PayPerWord, or our Affiliates currently make available for converting supported foreign currencies to US Dollars. These currency conversion rates are updated on a regular basis to reflect market conditions. Please keep in mind that the wholesale currency conversion rates at which we or our Affiliates get foreign currency are frequently different from the foreign currency conversion rates displayed on the Site. Each User may approve, at his or her own judgment and risk, the charging, debiting, or crediting of its Payment Method in a supported foreign currency and the conversion of the payment to US Dollars at the foreign currency conversion rate indicated on the Site. The Site includes a list of supported foreign currencies. If foreign currency conversion is required to make a payment in US Dollars and PayPerWord or an Affiliate, as applicable, does not support the foreign currency or the User does not authorize such payment to be converted at the foreign currency conversion rate displayed on the Site, PayPerWord Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in US Dollars and the User's Payment Method provider will convert the payment at the foreign currency conversion rate displayed on the Site. The supplier of the User's Payment Method may also charge costs directly to the Payment Method, even if no currency translation occurs. PayPerWord and our Affiliates are not liable for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than US Dollars. PayPerWord and its Affiliates are not liable for currency changes that occur when payments are received or sent to and from the Escrow Account.

     

    1. NON-CIRCUMVENTION

    Making Payments Through Payperword

    You acknowledge and agree that a significant portion of the compensation PayPerWord receives for providing you with access to the Site is collected through the Service Fee, and that in exchange, you receive a significant value from the relationships you form with other Users when you identify or are identified by another person through the Site or Site Services (the "PayPerWord Relationship"). PayPerWord is compensated for its services only when a Client or a Writer pays and gets payment via the Site. Therefore, for a period of 24 months following the start of a PayPerWord Relationship (the "Non-Circumvention Period"), you agree to use the Site exclusively to request, make, and receive payments for work performed directly or indirectly with that person or arising out of your relationship with that person and to refrain from circumventing the Payment Methods offered on the Site, unless you pay a fee to convert the relationship off the Site (the "Conversion Fee"). For the avoidance of dispute, the Non-Circumvention Period does not apply if you or the company you represent did not identify and were not identified by another person through the Site, such as if you and another User collaborated prior to meeting on the Site. If you use the Site in your position as an employee, agent, or representative of another business, the Non-Circumvention Period applies to you and any other employees, agents, or representatives of that business or its successor acting in that capacity with regard to the other User.

     

    To illustrate and not to limit the above, you agree not to:

     

    You undertake to promptly tell PayPerWord if someone proposes to you that you make or receive payments other than through the Site in violation of this Section, or if you get unsolicited communication from someone outside the Site. If you become aware of a breach or suspected breach of this non-circumvention agreement, please report it to PayPerWord in a private manner.

    You recognize and agree that a major breach of the Terms of Service occurs when any term of this Section is violated. If you breach this Section, your Account may be permanently suspended and you may be charged the Conversion Fee (described above). If you refuse to accept any new version of the Terms of Service or opt out of certain conditions of use of the Site, such as the minimum rates supported on the Site, and thus choose to discontinue using the Site, you may pay the Conversion Fee for each other User with whom you wish to continue working on whatever terms you agree after discontinuing use of the Site.

     

    Communicating Through The Site; Not Sharing Contact Details

    Prior to enrolling into a Service Contract, Users agree to communicate with other Users using the Site's communication features. You agree that prior to engaging into a Service Contract, you will perform the following:

    1. Will connect with other Users exclusively through PayPerWord;
    2. Will not disclose your Means of Direct Contact (defined below) to any other User or third party with whom you communicated or was in contact via the Site;
    3. Will not utilize another user's Direct Contact Information to attempt to contact, solicit, contact, or locate the contact information of another user outside of PayPerWord;
    4. Will not solicit, disclose, or attempt to identify another User's contact information through public methods; and
    5. You will not include any Means of Direct Contact (defined below).

     

    In the context of the Terms of Service "Means of Direct Contact" refers to any information that enables another person to contact you directly, including, but not limited to, your phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or other means to submit a proposal or application outside of the Site, or any information that enables a user to contact you via social media or another website, platform, or application.

    You recognize and agree that a major breach of the Terms of Service occurs when any term of this Section is violated. If you breach this Section, your Account may be permanently suspended.

     

    Opting Out

    You may opt out of the requirement to pay exclusively through PayPerWord for each PayPerWord Relationship only if the Client or Writer pays PayPerWord a Conversion Fee of at least $1,000 USD and up to $50,000 USD for each PayPerWord Relationship.

     

    You understand and agree that if PayPerWord, in its sole discretion, determines that you have violated this Section, PayPerWord or its Affiliates may, to the maximum extent permitted by law, charge your Payment Method the Conversion Fee (including interest), or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, close your Account and revoke your authorization to use the Site and Site Services, and/or  charge you for all losses and costs (including any and all time of PayPerWord’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

     

    1. WARRANTY DISCLAIMER

    YOU AGREE NOT TO RELY ON THE SITE, ITS SERVICES, ANY INFORMATION CONTAINED ON THE SITE, OR THE SITE'S CONTINUATION. THE SITE AND ITS CONTENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." PAYPERWORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SITE, THE SITE SERVICES, THE WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS CONNECTED WITH THIS AGREEMENT OR THE TERMS OF SERVICE. PAYPERWORD DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW ALL OF THE ABOVE WARRANTY LIMITATIONS, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  TERM AND TERMINATION OF THE AGREEMENT SECTIONS DEFINES THE USER'S SOLE AND EXCLUSIVE REMEDY AGAINST PAYPERWORD FOR ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFICATION.

     

    1. LIMITATION OF LIABILITY

    PayPerWord is not liable for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to the following:

    1. Your use of our Site or Site Services, or your incapacity to utilize them;
    2. Delays or interruptions in the operation of our Site or Site Services;
    3. Viruses or other harmful software received via the use of our Site or Site Services, or by the establishment of links to our Site or Site Services;
    4. Our Site or Site Services contain any glitches, bugs, omissions, or inaccuracies of any kind;
    5. Deterioration of your hardware equipment as a result of your usage of the Site or Site Services;
    6. Third parties' use of the Site or Site Services, including their content, acts, or inactions;
    7. A suspension or other disciplinary action taken against your Account;
    8. Your reliance on the quality, accuracy, or reliability of job listings, Profiles, ratings, recommendations, and feedback (including their content, arrangement, and display), Composite Information, or analytics contained on, used on, or made available through the Site; and
    9. Your requirement to adjust practices, material, or behavior, or your loss of or incapacity to conduct business as a result of Terms of Service revisions.

     

    Additionally, PAYPERWORD, ITS AFFILIATES, LICENSORS, OR THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF PAYPERWORD, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED  ANY FEES RETAINED BY PAYPERWORD WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR WRITER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS, SO SOME OR ALL OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

     

    1. RELEASE

    Along with acknowledging that PayPerWord is not a party to any contract entered into between Users, you hereby release PayPerWord, our Affiliates, and their respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether at law or in equity. This release includes, but is not limited to, any disagreements between Client and a Writer about the performance, functionality, and quality of the Writer Services given to Client by a Writer, as well as any claims for refunds based on such disagreements. The Escrow Instructions explain procedures for resolving some types of disagreements between Users.

    TO THE EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

    HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED

    PARTY.”

    This release does not apply to an allegation that PayPerWord breached our Terms of Service responsibilities.

     

    1. INDEMNIFICATION

    You agree to indemnify, defend, and hold harmless PayPerWord, our Affiliates, and their respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from and against any and all Indemnified Claims (as defined below) and Indemnified Liabilities (as defined below) relating to or arising out of:

    1. Your or your agents' use of the Site and Site Services, including any payment obligations or default (as defined in Section 6.4 (Non-Payment)) incurred as a result of such usage;
    2. Any Work Product or User Content that you create, provide, or otherwise make available in connection with your use of the Site Services;
    3. You or your agents' failure to comply with the Terms of Service;
    4. You or your agents' failure to comply with relevant legislation;
    5. You or your agents' carelessness, intentional misconduct, or fraud; and
    6. Libel, invasion of privacy, unfair competition, or infringement of Intellectual Property Rights, or accusations thereof, to the extent caused by you or your agents.

     

    For the purposes of this Section, "agents" refers to anybody who seems to have apparent authorisation to access or use your account as evidenced by their use of your username and password.

    "Indemnified Claim" refers to any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees and all related costs and expenses) arising out of or in connection with any claim, suit, proceeding, demand, or action brought against an Indemnified Party by you or a third party or other User.

    "Indemnified Liability" refers to all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees and all related costs and expenses) arising out of or in connection with any claim, suit, proceeding, demand, or action brought against you or a third party or other User by an Indemnified Party.

     

    1. AGREEMENT TERM AND TERMINATION

    Termination

    Unless both you and PayPerWord expressly agree in writing, any of us may terminate this Agreement at any time, without explanation, upon written notice to the other, which will also terminate the other Terms of Service, save as otherwise specified herein. You may terminate this Agreement in writing. If you do so, your right to use the Site and Site Services will be automatically terminated, and your Account will be canceled. PayPerWord is not a party to any User-to-User Service Contract. As a result, User knows and accepts that the termination of this Agreement (or any attempt to terminate it) has no effect on any Service Contract or Project agreed into between Users. If you seek to cancel this Agreement while there are open Projects, you agree to the following:

    1. PayPerWord is hereby instructed to terminate all open contracts;
    2. You shall be bound by this Agreement and any applicable Terms of Service until all such Projects on the Site have been completed;
    3. PayPerWord will continue to provide the Site Services required to finish any open Project or transaction between you and another User; and
    4. You will remain obligated to pay any amounts accrued but unpaid as of the termination date or the closure of any open Service Contracts, whichever occurs later, to PayPerWord for any Site Services or any other amounts owed under the Terms of Service, as well as to any Writers for any Writer Services.

     

    Without affecting PayPerWord's other rights or remedies, we may, but are not required to, cancel or limit your access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to supply you with any or all Site Services if:

    1. You violate the meaning or spirit of any provision of this Agreement or the Terms of Service;
    2. We have reason to believe or become aware that you have given us with inaccurate or misleading information;
    3. We think, in our sole discretion, that your activities may expose you, our Users, or PayPerWord or our Affiliates to legal responsibility; may be detrimental to the Site's or User community's interests; or may include illicit or illegal behavior.
    4. We are compelled to do so by applicable law, legal procedure, or law enforcement.

     

    Without PayPerWord's prior written approval, you may not use the Site under the same or a different Account or re-register under a new Account if your Account is temporarily or permanently canceled. If you attempt to access the Site using a different Account, we retain the right to utilize any money in that Account and/or an available Payment Method to satisfy any payments owing by you, to the extent permitted by applicable law.

    You realize and agree that the Site's value, reputation, and goodwill are contingent upon User Account status being transparent to all Users, including yourself and other Users with whom you have signed into Service Contracts. As a result, you concur as follows: IF PAYPERWORD DECIDES TO CLOSE YOUR ACCOUNT TEMPORARILY OR PERMANENTLY, PAYPERWORD HAS THE RIGHT BUT NOT THE OBLIGATION TO NOTIFY OTHER USERS WITH WHOM YOU HAVE ENTERED INTO SERVICE CONTRACTS TO INFORM THEM OF YOUR ACCOUNT'S CLOSURE STATUS, AND PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT'S CLOSURE.

    YOU AGREE THAT PAYPERWORD SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO ANY NOTICE IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR CLOSURE.

     

    Account Data On Closure

    Except as required by law, if your Account is closed for any reason, you will lose access to any data, messages, files, or other material you maintain on the Site, and any Account closure may result in the deletion of any content stored in your Account, for which PayPerWord will bear no responsibility. PayPerWord may store any or all of your Account information in its sole discretion and as authorized or required by law.

     

    Survival

    Following the termination or expiration of this Agreement, the terms of this Agreement and any other Terms of Service that expressly or by their nature foresee execution after the termination or expiration of this Agreement shall survive and remain in full force and effect. For example, the provisions requiring arbitration, authorizing audits, protecting intellectual property, requiring noncircumvention, indemnification, payment of fees, reimbursement, and establishing limitations of liability all contemplate performance or observance after this Agreement terminates by their very nature. Without limiting any other provision of the Terms of Service, termination of this Agreement for any reason will not relieve you or PayPerWord of any liabilities accrued prior to the termination date or that may accrue in the future in connection with any conduct or omission prior to such termination.

     

    1. CHOICE OF LAW

    The Terms of Service, the other Terms of Service, and any Claim will be governed and construed in accordance with the laws of _____________________, without regard for its conflict of law provisions and without reference to the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Writer located within the United States will be governed by the law of the state in which such Writer resides.

     

    1. DISPUTES BETWEEN YOU AND PAYPERWORD

    Dispute Process, Arbitration, And Scope

    If a disagreement develops between you and PayPerWord or one of our Affiliates, our objective is to settle it as promptly and economically as possible.

    As a result, unless you opt out in accordance with this Section, you, PayPerWord, and our Affiliates agree to resolve any claim, dispute, or controversy arising out of or relating to this Agreement, the other Terms of Service, your relationship with PayPerWord (including without limitation any alleged employment with PayPerWord or one of our Affiliates or successors), the termination of your relationship with PayPerWord, or the Site Services (each, a "Claim”) in accordance with this Section

    (sometimes referred to as the “Arbitration Provision”).

    This Arbitration Provision applies to all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from PayPerWord or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, and minimum wage, expense reimbursement, termination, discrimination, retaliation and harassment.

     

    This Arbitration Provision is controlled by the Federal Arbitration Act (9 U.S.C. 1 et seq.).

     

    Informal Dispute Resolution

    You and PayPerWord agree to notify each other of a Claim prior to issuing a demand for arbitration. You agree to inform PayPerWord of the Claim by writing to Attn: _______________________  or sending an email to _______________________  , and PayPerWord undertakes to send you a notification at the email address on file (each, a "Notice"). You and PayPerWord will then attempt to resolve the Claim amicably. Any Notice must contain important account information, a brief description of the Claim, and contact information in order for you or PayPerWord, as applicable, to examine the Claim and seek to settle it informally. You and PayPerWord will each have 60 days from the date of receipt of the Notice to attempt to resolve the other party's Claim informally, which, if successful, will obviate the need for further action.

     

    Binding Arbitration And Class Action/Jury Trial Waiver (Does Not Apply To Users Located Outside The United States And Its Territories)

    This Arbitration Provision is applicable to all Users, with the exception of those residing outside the United States of America and its territories.

    If the parties are unable to resolve a Claim within 60 days of receiving the appropriate Notice, you, PayPerWord, and our Affiliates agree to resolve the Claim through final and binding arbitration before a JAMS-appointed arbitrator, rather than a court or jury. JAMS may be reached via the website www.jamsadr.com.

     

    Scope Of Arbitration Agreement And Conduct Of Arbitration

    This Arbitration Provision applies to any Claim (as defined above) between the parties and survives the termination of your agreement with PayPerWord. This Arbitration Provision applies to any claims, disputes, and controversies arising out of or in connection with this Agreement, the Terms of Service, and the PayPerWord Payroll Agreement. This Arbitration Provision is designed to apply to the settlement of disputes that would otherwise be addressed in a court of law or through another venue. If JAMS is unable to administer the arbitration for any reason, any party may petition to a court of competent jurisdiction having jurisdiction over the site of the arbitration for the appointment of a neutral arbitrator.

    Unless otherwise specified above, arbitration shall take place in ___________________________, pursuant to the then-current JAMS Comprehensive Arbitration Rules and Procedures' Optional Expedited Arbitration Procedures.

    JAMS arbitration rules are available online at www.jamsadr.com or by searching for "JAMS Comprehensive Arbitration Rules and Procedures," "JAMS Employment Arbitration Rules," or "JAMS Consumer Arbitration Minimum Standards." Any disagreement over the application of a specific set of JAMS rules should be addressed entirely by the arbitrator. Any party will have the option of appearing via telephone and/or video rather than in person at the arbitration.

    PayPerWord and you agree to abide by the appropriate JAMS guidelines regarding arbitration fees.

    This Arbitration Provision shall not apply to any action between PayPerWord and you that is or was underway in a state or federal court or arbitration between the parties.

    Regardless of any other provision of this Agreement, no alteration to this Arbitration Provision shall apply to any subject currently in an arbitration proceeding conducted under this Section unless all parties to that arbitration agree to the amendment in writing.

    Additionally, this Arbitration Provision does not apply to workers compensation, state disability insurance, or unemployment insurance claims.

    This Arbitration Provision does not preclude you from reporting to or filing a claim or charge with a government agency, including, but not limited to, the Equal Employment Opportunity Commission, the United States Department of Labor, the United States Securities and Exchange Commission, the National Labor Relations Board, or the Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision precludes a government agency from conducting an inquiry into any allegation, claim, or accusation covered by this Arbitration Provision. Additionally, this Arbitration Provision does not preclude federal administrative bodies from adjudicating and awarding remedies based on claims, even if the claims would be covered by this Arbitration Provision otherwise. Nothing in this Arbitration Provision precludes or excuses a party from completing any prerequisite criteria and/or exhausting administrative procedures available to it under applicable law prior to filing a claim in arbitration. PayPerWord will not retaliate against you for filing a claim with an administrative agency or for exercising your rights under Section 7 of the National Labor Relations Act (individually or in concert with others).

     

    Interpretation And Enforcement Of This Arbitration Provision

    This Arbitration Provision constitutes the whole agreement for the formal determination of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision governs all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion thereof. All such disputes shall be resolved by an arbitrator, not a judge. The parties explicitly agree that the arbitrator, not a court, shall determine whether the parties agreed to arbitrate, including but not limited to any allegation that this Arbitration Provision, this Agreement, or any other portion of the Terms of Service is invalid or voidable.

    If any element of this Arbitration Provision is found to be invalid, the balance of the provision will remain enforceable. If any element of this Arbitration Provision, including the Class Action Waiver in Section below, is found to be invalid, you and PayPerWord agree that the remainder of this Arbitration Provision shall be enforced to the maximum extent authorized by law.

     

    Class And Collective Waiver

    This Arbitration Provision has an effect on your capacity to join class or collective action lawsuits. Both you and PayPerWord agree to arbitrate any dispute on an individual basis, rather than on a class or group basis. No right or authority will exist to bring, hear, or arbitrate any issue as a class or collective action, or as a member of any such class or collective proceeding ("Class Action Waiver"). Regardless of any other term of this Agreement or JAMS regulations, any disagreement about the enforceability, revocability, scope, validity, or violation of the Class Action Waiver must be addressed in a civil court of competent jurisdiction, not by an arbitrator.

    In any case in which (1) a class or collective action is filed and (2) a final judicial determination declares the Class Action Waiver unenforceable in its entirety or in part, the class or collective action must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. PayPerWord and you agree that you will not be subjected to retaliation, discipline, or fear of discipline as a result of filing or participating in a class or collective action in any forum.

    PayPerWord may, however, properly enforce this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of any such class or collective actions or claims.

     

    Right To Opt Out Of The Arbitration Provision

    You may opt out of this Section's Arbitration Provision by writing to PayPerWord within 30 days of the date you originally registered for the Site. To opt out, you must send a written notification to PayPerWord at Attn: _____________________________________, including (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating your desire to opt out of the Arbitration Provision. Alternatively, you may email __________________________ with this written notification.

    By opting out of this Arbitration Provision, no other aspects of this Agreement will be affected.

    If you do not opt out as specified in this Section, your continued engagement with PayPerWord represents your and PayPerWord's mutual agreement of the provisions of this Arbitration Provision. You have the right to consult with independent counsel on this Agreement and the Arbitration Provision.

     

    Enforcement of this Arbitration Provision.

    This Arbitration Provision supersedes all earlier agreements pertaining to the arbitration of disputes and is the entire agreement governing the formal settlement of disputes covered by this Arbitration Provision. If any element of this Arbitration Provision is found to be invalid, the balance of the provision will remain enforceable. If any section of the above-mentioned Class Action Waiver is found to be unenforceable, you and PayPerWord agree that this Arbitration Provision shall be enforced to the maximum extent authorized by law.

     

    1. COMPLETE AGREEMENT

    This Agreement, in conjunction with the other Terms of Service, constitutes the entire agreement and understanding between you and PayPerWord regarding the subject matter hereof and thereof, and supersedes and cancels all prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headers in the Terms of Service are offered for convenience only and are not contractually binding. Despite the fact that PayPerWord wrote the Terms of Service, you certify that you had adequate opportunity to evaluate and determine whether to agree to them. If an ambiguity or doubt about the intent or meaning of the Terms of Service develops, no presumption or burden of evidence will be imposed in your or PayPerWord's favor or against you as a result of the authorship of any part of the Terms of Service.

     

    1. CHANGES; WAIVER

    PayPerWord will not be bound by any change or alteration to the Terms of Service unless they are accepted in writing and signed by a fully authorized representative of PayPerWord or are placed on the Site by PayPerWord. Email does not qualify as a written instrument within the meaning of this Section. Our failure to act in response to a breach by you or another party does not preclude us from acting in response to subsequent or similar breaches. We make no promise that we will prosecute all violators of this User Agreement.

     

    1. ASSIGNABILITY

    Without the prior written agreement of PayPerWord in the form of a written document signed by a fully authorized representative of PayPerWord, User may not transfer the Terms of Service, or any of its rights or responsibilities hereunder. PayPerWord reserves the right, without User approval, to transfer this Agreement and the other Terms of Service. Any assignment or transfer made in contravention of this provision is invalid. The Terms of Service are binding on and shall inure to the benefit of the parties' successors, heirs, and permitted assignee, subject to the preceding restrictions.

     

    1. SEVERABILITY; INTERPRETATION

    If and to the extent that any provision of this Agreement or the other Terms of Service is found to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or portion thereof will be ineffective in that jurisdiction to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law and to provide the maximum efficacy.

    The illegality, invalidity, or unenforceability of such provision in that jurisdiction has no bearing on the legality, validity, or enforceability of such provision in any other jurisdiction, or on the legality, validity, or enforceability of any other provision in any other jurisdiction.

     

    1. FORCE MAJEURE

    The parties to this Agreement will not be liable for any failure to perform, or delay in performing, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law, or any other conditions beyond such party's reasonable control.

     

    1. PERMISSION FOR THE USE OF ELECTRONIC RECORDS

    You may be entitled to obtain, or we may supply, certain documents from PayPerWord or our Affiliates in writing in connection with the Terms of Service, such as contracts, notifications, and correspondence. You grant us permission to deliver these records to you electronically rather than in paper form in order to support your use of the Site and Site Services.