Terms Of Service





New Page 1

Before using the Articlesmart.com website (Articlesmart.com), please
read this agreement carefully, as your use of the Articlesmart.com website
constitutes your acceptance of ALL terms of this agreement.

(Note:
definitions are at the end of the document)

  1. Purpose of these Terms of Use – User Agreement
    1. This document (“Terms of Use”) sets out the conditions on the basis of
      which Articlesmart.com, (“Us” or “We”) will make available its products
      and services through the website “Articlesmart.com” (the “Website”).
    2. This is a legally binding agreement between you (the “User” or “You”)
      and Articlesmart.com. You represent and warrant that you have read and
      understood the Terms of Use, that you have the legal capacity to enter
      into this agreement, and that it is enforceable against you.
    3. Respect of the Terms of Use is a prerequisite for access to and use of
      the Website. You will be asked to click an “I agree” button (or statement
      with similar effect) when registering as a User or making a purchase as a
      Customer on the Website. By clicking on it, You express Your agreement
      with these Terms of Use.
    4. Articlesmart.com reserves the right to modify the Terms of Use from
      time to time. The version number and date of entry into force of the
      current version is mentioned at the end of this document. It is the User’s
      responsibility to verify and check the Terms of Use from time to time for
      such modifications.
    5. If You disagree with any modification, You may terminate at any time
      within two (2) weeks of such modification taking place, by going through
      the termination process of Your User account.
    6. Articlesmart.com may modify the functionality or way of operating of
      the Website from time to time, and add or modify new features or services.
      Any such modification, new feature or service will be subject to these
      Terms of Use, except if specified otherwise in any additional terms that
      are released together with such new features or services.
  2. Purpose of the Articlesmart.com Website
    1. The Articlesmart.com Website aims to provide an online platform,
      allowing Users to upload, offer, buy and sell Content for use by
      Purchasers either as their own original composition or as the acknowledged
      Writer’s composition, to be published online.
    2. Users acting as Writers can use the Articlesmart.com Website to
      upload, offer and sell their original Content to Purchasers. Purchasers
      may use said content to be published as Purchaser’s own original material.
  3. Users and User account
    1. Only persons (individuals or legal entities) who are legally entitled
      under their own laws to validly enter into contract may become Users.
    2. Users can be Writers, Purchasers or both. Articlesmart.com can add
      other subcategories of Users as a modification to the Terms of Use.
    3. When a User registers on the Website and creates his or her User
      Account, User will choose a username and password. Only User is
      responsible for maintaining confidentiality and security of this username
      and password. Any use done through such username and password will be the
      sole responsibility of the User.
    4. User must inform Articlesmart.com immediately in case of any
      unauthorized use, misuse or abuse of User’s username or password, or any
      other breach of data security.
    5. User may only use the functionality made available on the Website by
      Articlesmart.com, and may not access or use any data or Content provided
      on the Website, except through the authorized functionality, services or
      application programmable interfaces (API’s) made available by
      Articlesmart.com or authorized by Articlesmart.com. Any other activity or
      use, such as data mining, spiders, crawlers, bots, etc… are strictly
      prohibited.
    6. Users are strongly recommended to use usernames that are not their own
      names.
    7. Articlesmart.com may refuse or disallow the use of any particular
      username, in Articlesmart.com reasonable discretion. Examples are use of
      obscene words or expressions, etc.
    8. User may cancel or terminate his/her account at any time, by following
      the process made available for that purpose on the Website, or
      alternatively by using the following link:

      close your account
      . Cancellation by simple email or phone will not be
      considered valid. Only User is responsible for such cancellation.
    9. Articlesmart.com may terminate any User account, with or without prior
      notice, when, in the reasonable opinion of Articlesmart.com, User is in
      breach of any of the Terms of Use, or User is in breach of any applicable
      law, regulation or any third party right, or when User has been declared
      insolvent or bankrupt (or any similar event in any jurisdiction).
    10. Consequences of termination are:
      1. User may no longer access the Website or its services, and its
        username and password will be invalidated.
      2. Any monies held on User Account will be paid out at the next
        relevant time period for payout, as set out in section 6 (payments)
        below, after deduction of any applicable commissions, and subject to the
        amount being higher than the Minimum Payout Threshold. Notwithstanding
        any other provision, if the termination is due for causes set out in
        clause 3.9, Articlesmart.com may withhold any payment until it has been
        assessed whether or not any Articlesmart.com has incurred any damages as
        a result of the event causing termination. Articlesmart.com is allowed
        to set off any remaining monies in the account against such damages or
        potential damages.
      3. All Content posted by User may be removed by Articlesmart.com.
  4. Content
    1. All Content offered for Sale by Writers on the Website is and must be
      generated by the Writer, and is never considered generated by
      Articlesmart.com.
    2. Articlesmart.com does not claim any ownership or other Intellectual
      Property Right in any Content.
    3. Only the Writer is responsible for any Content posted by him/her.
    4. Writers may only upload original Content, created by or on behalf of a
      Writer, and to which the Writer has sufficient Intellectual Property
      Rights (including but not limited to copyright) to Sell such Content to a
      Purchaser.
    5. All Content posted must be an original work, i.e. it may not be
      created in breach of any Intellectual Property Right of a third person.
      Translations are, for the purpose of these Terms of Use, not considered
      original works.
    6. All Content posted may be subject to in-house manual or third-party
      plagiarism checking tools or software, such as
      copyscape.com, plagium.com, etc.
    7. As an essential condition of these Terms of Use, each User grants to
      Articlesmart.com a worldwide, irrevocable, royalty-free, perpetual license
      to use any Content or any other material posted or used by such User on
      the Website, for any purpose or function, including for the purpose of
      offering the Services through the Website. This license includes, but is
      not limited to, the right to post parts of any Content on the Website in
      order to indicate to potential Purchasers the material provided, in order
      to allow potential Purchasers to asses the value of any Content.
    8. The provisions of the Terms of Use do not limit, restrict or impact
      applicable law, such as but not limited to the rules on fair use of
      copyrighted material.
    9. Articlesmart.com has the right to introduce technical measures (e.g. a
      confirmation button on upload that asks a User to confirm that the Content
      posted is original and not in breach of any third party copyright) that
      make uploading or offering of Content on the Website subject to an
      additional statement of a User regarding originality or other conditions.
      Confirmation of any such statements are binding on a User.
    10. Articlesmart.com is entitled, at any time, in its absolute discretion,
      to remove from or disallow any Content or other material on the Website.
      Users can never claim any compensation, damages or rights resulting from
      such removal or dis-allowance.
  5. Sale
    1. A Writer offering Content for Sale to a Purchaser through the Website,
      in accordance with these Terms of Use, offers to Purchaser to assign all
      assignable copyright in the Content. As a result, such Purchaser will be
      able to use the Content purchased as if it was Purchaser’s own copyrighted
      material.
      The assignment described as “Sale” herein, is the widest assignment
      possible under applicable law, including but not limited to, for the
      avoidance of doubt, the irrevocable right to copy, distribute, use, create
      derivative works of, reproduce, in any technological format, existing
      today or to be developed in the future, including the right to sue for
      infringement, both for the past and the future, in the widest sense
      possible, as well as the right to prevent any third party to do any of the
      foregoing.
      To the extent the foregoing assignment is limited in any way whatsoever by
      applicable law, as a result of new technological developments or for any
      other reason, the Writer hereby grants the Purchaser a worldwide,
      exclusive, irrevocable, fully paid-up, royalty-free license to any right
      in the Content that may not be included in such assignment.
    2. Each Writer irrevocably commits to a Purchaser that the Writer will
      never assert any moral rights against the Purchaser on any Content Sold to
      that Purchaser.
      Each Writer specifically waives the right to be named or recognized as the
      author of any Content Sold.
    3. Each Writer irrevocably commits to a Purchaser that any material in
      Content Sold, to the extent it is not fully assigned, will not be re-used
      in any other material or Content, or will not be assigned or licensed to
      any third party, in a manner that would constitute a breach of copyright
      of the Content.
    4. Articlesmart.com makes no statement or provides no guarantee on the
      quality or fitness for purpose of any Content, and disclaims any liability
      in this respect. All Content is provided on an “as is” basis, and only the
      Writer posting the Content is responsible for such Content.
  6. Payments
    1. Articlesmart.com uses a third party provider, PayPal, to provide
      secure online payment services. Use of PayPal is subject to PayPal’s own
      terms and conditions and privacy policy. There are links to these from the
      PayPal payment pages. You can find out more about PayPal at their website
      http://www.paypal.com.
    2. Due to the nature of digital products, refunds are not offered unless
      in the case of extenuating circumstances. In the event that you wish to
      receive a refund, Articlesmart.com may issue you a refund by offering a
      comparable, replacement Article or content of equal or greater value, this
      is at the discretion of Articlesmart.com as refunds are not usually
      offered. It is your responsibility to preview the Article and view the
      details of the Article on the Article details page.
    3. The price for Content posted on Articlesmart.com is as set on the
      Website, and is set by the Article Writer, not by Articlesmart.com.
    4. Payment to Writers: Articlesmart.com will pay to Writers the net money
      amount transferred to their account as a result of any Content Sold to
      Purchasers, after deduction of the Articlesmart.com Commission. Such
      payment will occur at the end of the relevant time period (monthly,
      quarterly, …) as indicated from time to time on the Website, subject to
      being higher than the Minimum Payout Threshold. The rate of Commission
      withheld by Articlesmart.com is indicated on the Website. This rate may be
      modified by Articlesmart.com at any time.
    5. All prices mentioned are net and free of applicable taxes (including
      Value Added Tax). If applicable, Articlesmart.com will charge such
      additional taxes at the moment of purchase, and issue the necessary VAT
      invoice.
    6. Articlesmart.com shall have no responsibility for determining the
      necessity of or for issuing any formal invoicing, or for determining,
      remitting, or withholding any taxes applicable to payments. Instead, only
      Writers shall be responsible for determining whether it is required by
      applicable law to issue any formal invoices to Articlesmart.com. It is
      Writer’s sole responsibility to inform of any applicable withholding or
      other duties. Any amounts due by Articlesmart.com to Writers as a result
      of payout are gross amounts, including any taxes, tariffs or other levies,
      with the exception of Value Added Tax, as applicable throughout the
      European Union. Prior to being paid, and as a condition to be paid, a
      Writer must indicate whether or not he/she has an EU VAT number. If the
      Writer has an EU VAT number, Articlesmart.com will only proceed to payment
      upon receipt of a valid VAT invoice.
  7. Warranties and indemnifications
    1. Each User warrants that any Content uploaded or offered for Sale will
      be original material, and that will not infringe any third party
      Intellectual Property Right.
    2. Each Writer warrants that the assignment provided and the license
      granted in case of a Sale of Content will be valid and enforceable, and
      will not be in breach of any third party right or interest.
    3. Each User will indemnify, defend and hold harmless Articlesmart.com
      and will keep it indemnified for and against any claim from any third
      party (including, for the avoidance of doubt, any other User) that any
      action or omission to act (including but not limited to the posting or
      offering of any Content), any breach of these Terms of Use or in general
      any other act or omission to act by such User or anyone acting on its
      behalf.
  8. Limitation of Liability
    1. To the fullest extent permissible under applicable law,
      Articlesmart.com will have no liability, and any User waives any claim,
      based on the Website, its performance and functions, the services provided
      thereon, any Content or other material posted on the Website, or any
      transaction or Sale transacted through the Website. Articlesmart.com is to
      be considered as offering “mere conduit”, and its liabilities (if any) are
      restricted to offering the technical possibility of accessing the
      platform, subject to availability of the Internet, and the User’s ability
      to access and use the functionality of the Website.
    2. Articlesmart.com will never be liable for any breakdown of the
      Website, interruption or malfunction of the services provided through the
      Website, or any other malfunction or technical issues related to the
      operation of the Website.
    3. Articlesmart.com will never be responsible for any links to third
      party websites, or any other connection to or interaction with third party
      materials or functionality.
    4. Users specifically waive any liability towards Articlesmart.com for
      any Content posted on the Website.
    5. Under no circumstances will Articlesmart.com be liable for any
      indirect losses, including any loss of business or loss of profit.
    6. To the extent permitted by applicable law, in any event will
      Articlesmart.com liability be limited to the lesser of the total value of
      monetary value paid to or by a User during the six months preceding the
      cause of liability.
  9. Procedure in case of alleged infringement
    1. Articlesmart.com encourages users to report any alleged abuse or
      infringement of any rights (including but not limited to Intellectual
      Property Rights) by any Content or any other material posted on the
      Website.
    2. Such report must be done by using the appropriate functionality made
      available on the Website (typically, a “report abuse” button or function).
      Such report must contain all appropriate information allowing
      Articlesmart.com to usefully assess whether there is a realistic risk that
      any abuse or infringement has taken place.
    3. Articlesmart.com will have the right, but not the duty, to take any
      appropriate action as it deems fit, in its absolute discretion, resulting
      from such report. Such action may include disclosing the identity and
      Personal Data of the alleged infringing User to the User claiming abuse,
      in order to allow such User claiming abuse to take appropriate steps
      against the alleged infringing User. Articlesmart.com will never be liable
      for such disclosure, or its possible effects or consequences.
  10. Data Protection and Privacy
    1. Articlesmart.com’s Privacy Policy is set out in a separate document
      that can be accessed

      here
      . By accepting these Terms of Use, Users accept the
      provisions of the Privacy Policy, which are incorporated herein by
      reference.
    2. Articlesmart.com will comply with all applicable Data Protection laws,
      and will use appropriate technical measures to protect any Personal Data
      from unauthorized disclosure or use.
    3. Users will comply with all applicable Data Protection laws, and will
      provide Articlesmart.com, at User’s cost, with all reasonable assistance
      in this respect.
  11. Quality ratings
    1. Articlesmart.com is entitled to set up a system of quality ratings, in
      order to allow Users to have visibility on how other Users rate the
      quality of certain Content.
    2. Articlesmart.com will have no liability in respect of this rating
      system, and is under no obligation to provide any feedback or explanation
      to User inquiries in this respect.
  12. General Provisions
    1. Articlesmart.com may suspend the provision of services or access to
      the Website at its discretion, with or without notice. Articlesmart.com
      will never incur any liability as a result thereof.
    2. Articlesmart.com may assign part or whole of its rights and duties
      under the Terms of Use or the Website to any third party, without any
      notice. Users may not assign any of their rights or duties without
      Articlesmart.com prior written agreement, which Articlesmart.com may
      accept or refuse at its discretion.
    3. Notwithstanding the foregoing, Articlesmart.com may elect to set up a
      system of online dispute resolution. If that is the case, Articlesmart.com
      will inform Users of the applicable terms thereof, and they will apply as
      from the moment indicated in such notice (including for existing disputes,
      or disputes arising out of events pre-dating such notice, if so elected by
      Articlesmart.com).
    4. If any provision of the Agreement is held by a court of competent
      jurisdiction to be legally ineffective or unenforceable, such provision
      shall, to the extent possible, be deemed rewritten to reflect the original
      intent of the parties, and the validity of the remaining provisions shall
      not be affected.
    5. These Terms of Use, and the documents incorporated herein by
      reference, constitute the whole agreement between Articlesmart.com and the
      User, to the exclusion of any other document or statement.
  13. Definitions
    1. Content: Content material offered for Sale on the Website, which will
      typically consist of copywriting material, such as would commonly be used
      for blog posts, website articles, etc. by owners or publishers thereof.
      Articlesmart.com may include new categories of content material into this
      definition at any time.
    2. Intellectual Property Rights: means rights of exclusive or restrictive
      use, such as patents, designs, models, drawings, copyrights, software
      rights, database rights, trade marks, services marks, know-how, web domain
      names, trade names (all whether registered or not, and including any
      applications thereto) and in general all rights of a same or similar
      nature, anywhere in the world including all extensions, reversions,
      revivals and renewals thereof.
    3. Minimum Payout Threshold: the minimum net amount payable to a Writer,
      necessary to trigger actual payment duty on Articlesmart.com. Except if
      stated otherwise on the Website, the amount is equal to $25 USD.
    4. Purchaser: a User who purchases Content through the Website.
    5. Sale (and conjugations like “Sold” or “Sell”): the transfer,
      assignment or licensing of certain Intellectual Property Rights as further
      described in clause 5 of these Terms of Use.
    6. Terms of Use: these terms of use, including any document incorporated
      herein by reference.
    7. User: means a user of the Website, who has successfully passed the
      registration process of the Website, and who has validly accepted these
      Terms of Use.
    8. Website: The website through which Articlesmart.com offers its
      services online, currently www.articlesmart.com, or any successor or other
      URL indicated by Articlesmart.com from time to time.
    9. Writer: a User who offers Content for Sale through the Website.