Terms of Service

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)

Purpose of these Terms of Use – User Agreement
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”).
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.
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.
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.
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.
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.
Purpose of the Articlesmart.com Website
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.
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.
Users and User account
Only persons (individuals or legal entities) who are legally entitled
under their own laws to validly enter into contract may become Users.
Users can be Writers, Purchasers or both. Articlesmart.com can add
other subcategories of Users as a modification to the Terms of Use.
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.
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.
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.
Users are strongly recommended to use usernames that are not their own
names.
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.
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.
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).
Consequences of termination are:
User may no longer access the Website or its services, and its
username and password will be invalidated.
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.
All Content posted by User may be removed by Articlesmart.com.
Content
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.
Articlesmart.com does not claim any ownership or other Intellectual
Property Right in any Content.
Only the Writer is responsible for any Content posted by him/her.
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.
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.
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.
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.
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.
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.
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.
Sale
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.
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.
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.
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.
Payments
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.
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.
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.
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.
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.
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.
Warranties and indemnifications
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.
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.
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.
Limitation of Liability
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.
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.
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.
Users specifically waive any liability towards Articlesmart.com for
any Content posted on the Website.
Under no circumstances will Articlesmart.com be liable for any
indirect losses, including any loss of business or loss of profit.
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.
Procedure in case of alleged infringement
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.
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.
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.
Data Protection and Privacy
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.
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.
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.
Quality ratings
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.
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.
General Provisions
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.
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.
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).
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.
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.
Definitions
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.
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.
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.
Purchaser: a User who purchases Content through the Website.
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.
Terms of Use: these terms of use, including any document incorporated
herein by reference.
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.
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.
Writer: a User who offers Content for Sale through the Website.