TERMS AND CONDITIONS
Effective as of December 12, 2023
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING [REGISTRATION] AND/OR [CONFIRM AND PLACE ORDER] AND/OR [PROCEED] USER OR EXPERT AGREES TO BE BOUND BY THESE TERMS OF SERVICE.
These Terms and Conditions constitute an agreement (the “Agreement”) by and between Platform Provider and User or Expert (the “party”, collectively referred to as the “parties”). This Agreement is effective as of the date User or Expert clicks “[Registration]” and/or “[Confirm and Place Order]” and/or “[Proceed]” (the “Effective Date”). User’s or Expert’s use of and Platform Provider’s provision of Software as a service and are governed by this Agreement.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.
WHEREAS, there are huge arrays of information in open sources such as Internet, books, magazines, articles, papers, blogs etc,
WHEREAS, people seek for different information via Internet etc,
WHEREAS, taking into account globalization processes and setting up of new professions in different creative fields,
WHEREAS, the further the harder to recognize reliable and competent information for further using for obtaining initial and expanding existing knowledge in different field of science,
THE Platform Provider decided to create a Platform where Users and Experts may directly communicate between each other to facilitate processes of obtaining and systematization existing and new knowledge for further learning and self-education in different fields of science according to the Terms and Conditions governed by this Agreement.
1. DEFINITIONS
1.1. “User” (you, your or other similar pronouns) – any individual who uses the Platform and/or registered an Account to place offers and obtain Services via Platform and classified on the Platform as a “User”.
1.2. “Expert” (you, your or other similar pronouns) – any individual with a registered Account, who possesses a certain level of knowledge or skill relating to a particular subject or activity and uses the Platform to provide Services to the Users and classified on the Platform as an “Expert”.
1.3. “Platform” – Website owned by the Platform Provider which serves as a means, where Users can place offers and receive Services and Expert Services, and Experts can accept offers and provide Deliverables or Expert Services to the Users.
1.4. “Website” – this website available under the domain: https://mondaycontent.com/, including all the subdomains and relevant pages.
1.5. “Platform Provider” (we, our or other similar pronouns) – Cthrsis OÜ, company number: 16428415, registered office address: Tallinn, Kesklinna linnaosa, Vesivarava tn 50-201, 10152, Estonia.
1.6. “Services” – an opportunity for Experts and Users to communicate directly via Platform administered by the Platform Provider for obtaining materials duly systematized by Experts based on User's requirements directly discussed by Users and Experts via Platform and expressed in different forms as defined under the term “Deliverables” and “Expert Services” below. Services also include but are not limited to ensuring security of the transactions, technical maintenance of the file servers of the Platform and customer support, cost of Deliverables or Expert Services.
1.7. “Order” – request (offer) submitted and published (placed) on the Platform by the User with individual number (ID) to obtain the Services which include details on the topic, minimum word count, Price, any related information and deadline for the Deliverables provision, and which will be or already accepted by the Expert.
1.8. “Price” – full and final price of the Services in USD, which include the price of the Services, all bonuses and/or discounts, if any. The full Price of Services and its components such as Services Fee, Expert Services and Transaction Fee will be shown to the User on the Account before placement of an Order via Account and by Notification after placement and confirmation of an Order via Account. After placing an Order by the User the Agreement between the Parties is deemed binding and the Price is considered as reasonable by all Parties to the Agreement.
1.9. “Balance” – total amount of funds available in the User’s or Expert’s Account.
1.10. “Account” – User’s or Expert’s personal page on the Platform with all the personal details and information related to the Services provision.
1.11. “Notification” – official notification from the Platform Provider on any actions of the User and/or Expert relating to the Services provision or any other matter related to the performance of this Agreement, which might include additional documents.
1.12. “Deliverables” or “Expert Services” – any results provided by the Expert to the User via the Platform. Such Deliverables may be expressed in the variety of writing forms such as papers, reports, creative writing, marketing copywriting, including press release copywriting and social media copywriting, cover letter writing, resume writing, CV writing, web content writing, blog post writing, expert research, LinkedIn® resume writing etc. etc. For the avoidance of doubt, any results under the term Services and/or Deliverables in this Agreement cannot be used by Users as an accomplished form and shall be used strictly for facilitation of understanding different fields of sciences and facilitation of obtaining new or expanding existing knowledge.
1.13. “Revision” – any request of the User made via the Platform addressed to the Expert to modify the Deliverables.
1.14. “Middleman” – service in which Platform Provider operates as a third-party middleman to oversee financial transactions between the User or/and the Expert via Platform and gives instructions to the bank or to other financial or payment institutions such Stripe, Payoneer etc. to transfer funds under the instructions of the User or/and Expert.
1.16. “Services Fee” – a fee collected by the Platform Provider for providing an access to the Platform to Experts and Users for obtaining Services. Service fee is calculated as a percentage, based on Price and types of services ordered by the User. The full amount of Services Fee and its components will be shown to the User on the Account before placement of an Order and by Notification after placement of an Order via Account.
1.17. “Transaction fee” – a fee collected by the Platform Provider for Services provided to the Users and Experts via Platform for withdrawal or deposit of funds through the payment institution chosen by a User. Transaction fees can be included into the Services Fee.
1.18. “Paper bank” – list of Deliverables that were not accepted by the Users and assigned by the User to Platform Provider.
1.19. “Order balance” – amount of Price temporarily withdrawn from the User’s Balance and associated with a particular Order. After the Approval, the funds from the Order balance are transferred to the Expert Balance.
1.20. “Approval” – acceptance by the User of the Deliverables provided by the Expert, which shall be deemed automatically within 14 (fourteen) calendar days of the Deliverables provision.
1.21. “Refund request” – a request filed by the User via Account or in case of Order cancellation by the Expert, instructing the Platform Provider to perform its Middleman function and assist with withdrawing the Order amount of funds from the Order balance and transferring them to the User’s Balance.
1.22. “Withdrawal request” – a request filed by the User or Expert via Account instructing the Platform Provider to perform its Middleman function and assist with withdrawal and transfering to the User’s and/or Expert’s personal bank account any amount of funds available on the Account Balance.
1.23. “Paper bank deal” - the assignment agreement concluded between the User and Platform Provider via Platform for the assignment of all right, title, and interest in and to the particular Deliverables created for the User on the basis of his Order where as the User’s remuneration for the assignment he shall be entitled: (a) to receive full amount of the previous Order Price to his Account Balance; or (b) to create a new Order and transfer full amount of previous Order Price to the new Order balance. The User shall initiate the Paper bank deal by contacting the Platform Provider support.
2. SUBJECT MATTER
2.1. Services. During the term of this Agreement, the User and Expert may access and use the Platform (to register an Account, order and accept Services and Deliverables, view processing Orders, provide Deliverables, make comments and reviews of the Deliverables, deposit and withdraw funds from Account Balance and use any other features or functions available on the Platform).
2.2. The Platform Provider provides access to the Platform for Service Fee for every User and Expert.
Platform Provider retains all rights, title, and interest in and to the Platform, including without limitation all software included in and used to provide the Services and all logos and trademarks reproduced through the Platform. This Agreement does not grant User or Expert (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or (b) any other right to the Services not specifically set forth herein.
2.3. Access to the Platform could be restricted, suspended, or withdrawn fully, or in part by the Platform Provider at any time by Notification. The Platform could be updated or changed without any prior notice.
2.4. Middleman. The Platform Provider provides services of Middleman (transaction management) according to the instructions of the User or Expert and acts as an agent on behalf of the User or Expert in connection with transactions for the Services by communicating with banks or other financial institutions such Stripe, Payoneer etc., which may be used by Users and Experts for depositing and transacting funds while communicating via Platform. The Platform Provider reflects all transactions made by financial institutions according to the instructions of the User or Expert on the Users and Experts Accounts on the Platform. By using the Platform the User or Expert can create an Account with a personal Balance on which funds can be held and accessible for further use on the Platform.
2.5. During the term of this Agreement, from time to time the User may deposit funds to recharge the Balance using the Platform or withdraw funds. The Platform Provider has the right to charge a Transaction fee for such instructions by Users which will be shown to Users on the Account and by Notification.
2.6. During the term of this Agreement, from time to time the Expert may receive funds to his Balance or withdraw them. The Platform Provider has the right to charge an Transaction fee from the Expert’s Balance for such instructions by Expert’s which will be shown to Experts on the Account and by Notification..
2.7. The Platform Provider reserves the right not to provide (terminate) the Middleman service at its discretion and is not obliged to justify the User and/or Expert for doing so. In case of termination of Middleman service provision, the Platform Provider is obliged to reimburse the remaining funds on the User’s or Expert’s Balance no later than 40 (forty) calendar days from the termination date.
2.8. General. Platform Provider will (a) make the Platform available to you pursuant to this Agreement, (b) provide applicable Platform Provider’s standard support, (c) use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Platform Provider shall give advance electronic Notification); and (ii) any unavailability caused by circumstances beyond Platform Provider’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, war or other labor problem (other than one involving Platform Provider’s employees), Internet service provider failure or delay.
3. REGISTRATION
3.1. To use the Platform as the User or Expert, you shall need to complete the registration process by filling in your personal information requested on the registration form on the Website.
3.2. By registering via the Website you hereby accept the Platform’s terms outlined in the Agreement. Please read and review the Agreement carefully before accepting the terms.
3.3. You must be at least 16 (sixteen) years old and have the legal capacity to enter into binding agreements. By registering as a User or Expert, you represent and warrant that you meet these requirements.
3.3. As an Expert, you must have the necessary qualifications, experience, and expertise to provide Services on the Platform. By registering as an Expert, you represent and warrant that you meet these requirements. The Platform Provider has the right to request a confirmation of the Expert’s qualifications and the latter shall be obliged to provide any such confirmation (including copies of documents).
3.4. By completing the registration process, you represent and warrant that all information provided is accurate, current, and complete and that you will maintain the accuracy and completeness of this information throughout the use of the Platform.
3.5. The Platform Provider reserves the right, at its discretion, to request confirmation of personal information provided by the Users or Experts during registration on the Platform, such as identity or other documents. In such cases, the Provider may preventively temporarily suspend the Account by providing you a Notification, until the requested information is provided. This measure might be taken in cases where the Account is suspected of being involved in any suspicious or fraud activities.
3.6. If you fail to provide the requested information or supporting documents within 10 (ten) calendar days since the respective Notification, the Platform Provider reserves the right to permanently block and/or delete the Account.
3.7. You are allowed to have only one Account on the Platform. Creating multiple Accounts is strictly prohibited. If we detect that you have created more than one Account, we reserve the right to terminate all Accounts associated with you by blocking or deleting such Accounts, at our sole discretion but providing you with a Notification.
3.8. We reserve the right to reject any registration, in our sole discretion, for any reason or no reason at all. We may also terminate your registration by blocking and/or deleting an Account, or restrict your access to the Platform, at any time at our sole discretion but providing you with a Notification, if we believe that you have violated the terms of the Agreement or any applicable laws or regulations.
3.9. By completing the registration process, you agree to receive communications (including Notifications) from us, including but not limited to email and push notifications, regarding your use of the Platform, as well as concerning Services provided and Deliverables. You may opt out of receiving certain communications (including marketing communications) by contacting our support: support@mondaycontent.com.
4. ORDER PLACEMENT AND FULFILLMENT. REFUNDS
4.1. Order placement. By using the Platform and, in particular, via Account, the User has the right to place an Order for Services, review active Orders and their progress, Order drafts and closed Orders. After the Order placement, the information included in Order would be publicly available to all the Experts. The User has the right to place Orders without any limitation based on the Account Balance.
4.2. The Order shall include details on the topic, minimum word count, Price, any related information and deadline for the Deliverables provision. The Order estimated Price for the Services is calculated by the Platform based on the Order details automatically.
4.3. To place an Order the User shall need to deposit funds to recharge the Balance using the available method.
4.4. Order balance. If User’s Balance has enough funds for the Order placement, he has the right to place the Order, instructing the Platform Provider to withdraw the Order amount of funds from the Account Balance and transfer them to the Order balance. If User’s Balance would not have enough funds for the Order placement, he will be transitioned to a separate page to recharge the Balance. After successful Order placement, the User will receive a Notification informing that under the instructions of the User, Platform Provider has transferred the User’s funds available on the Account Balance to the Order balance.
4.5. After the transfer of the User’s funds to the Order balance is assigned with status “In Progress”, meaning that it is fulfilling by the Expert.
4.6. Order cancellation before the acceptance. Before the Order has been accepted by the Expert and approved by the User, the latter has the right to cancel any such Order via the Account on the particular Order page. If a User cancels an Order prior to an Expert accepting it and it being approved by the User, they are requesting that the Platform Provider cease displaying the Order to Experts and indicating that the Order is no longer required.
4.7. Order acceptance. By using the Platform and, in particular, via Account, the Expert has the right to accept an Order placed by a User, review active or accepted, or closed Orders. The Expert has the right to accept Orders without any limitation.
4.8. By accepting an Order the Expert hereby agrees on the terms outlined in the Order for the provision of Deliverables. After the Order acceptance and the Expert approval by the User the Order will be assigned with status “In Progress”, meaning that the Expert has accepted it and started working on it. Order Price with status “In Progress” can be increased by the User’s and Expert’s mutual agreement.
4.9. By using the Platform and, in particular, via Account, the Expert has the right to communicate with the User, request additional information and instructions, and upload Deliverables (drafts and final versions).
4.10. The Expert is obliged to adhere to the Order terms and provide the User with Deliverables before the deadline specified in the Order.
4.11. Order modification. After the Order placement in most instances it cannot be modified by the User or Expert, unless otherwise is agreed by both parties.
4.12. Additional instructions. By using the Platform and, in particular, via Account, the User has the right to communicate with an Expert and provide additional instructions when the Order is in progress. It is recommended to specify the sources and give them to the Expert if the User needs any particular materials to be used in the Deliverables.
4.13. The Expert, in cases, where additional instructions are outside the scope of the Order work shall communicate with the User and negotiate on change of the Order Price.
4.14. In cases where the User and Expert have agreed on the increase of Order Price for the additional instructions, the User can make an additional payment via the Order page, instructing the Platform Provider to withdraw the additional Order amount of funds from the Account Balance and transfer them to the Order balance. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed said transaction and it was successful.
4.18. Order cancellation after the acceptance. After the Order has been accepted by the Expert and confirmed by the User, the latter has the right to cancel any placed Order via the Account on the particular Order page if (a) the period of actual Order fulfillment does not exceed 50% of the total period till the deadline for the Deliverables provision and Deliverables draft was not uploaded by an Expert or downloaded by the User or (b) Deliverables draft was uploaded by an Expert and/or downloaded by the User and such cancellation was approved by the Platform Provider, based on the particular circumstances of the case, where the Expert has violated the Order terms.
4.19. By canceling an Order the User is instructing the Platform Provider to perform a Refund request in the Order amount. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed a Refund request.
4.20. After the Order has been accepted by the Expert, the latter has the right to cancel its acceptance via the Account on the particular Order page. In such a case, the User is instructing the Platform Provider to perform a Refund request in the Order amount. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed a Refund request.
4.21. Order fulfillment. During the Order term the Expert shall provide the User with a draft of the Deliverables. The User has the right to review the draft and provide additional instructions or information, resources, materials to the Expert.
4.22. The Expert shall provide the User with the final version of the Deliverables before the deadline specified in the Order.
4.23. Approval. After the provision of the Deliverables the User has the right to review the Deliverables within 14 (fourteen) calendar days of the Deliverables provision.
4.24. If the User before the Approval date has not provided a Refund request or Revision request, the Deliverables shall be deemed Approved. After the Approval the Expert shall provide the User with an invoice for the Services rendered. In such cases, the User is instructing the Platform Provider to withdraw the funds in the Order amount from Order balance and transferring them to the Expert’s Account Balance. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed said transaction and it was successful.
4.25. The Platform Provider has the right to charge an Transaction fee from the Expert’s Balance after Approval. The Transaction fee shall be reimbursed by the Platform Provider in case of User’s Order cancellation and Refund request.
4.26. Expert agrees that Order Price can be reimbursed and shall not be available for the Withdrawal request before the expiration of period for the Approval.
4.27. Tips. The User shall have the right to leave a tip to the Expert by instructing the Platform Provider to withdraw the funds in the desired amount from his Account Balance and transferring them to the Expert’s Account Balance. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed such a transaction. Tip is not refundable for the User.
4.28. No satisfaction before the Approval and Revision. If within 14 (fourteen) calendar days of the Deliverables provision date, the Deliverables do not conform to their specification outlined in the Order, the Deliverables shall be deemed not Approved. In such cases, the User shall have the right (a) to contact Platform Provider support: support@mondaycontent.com to resolve the matter or (b) request Deliverables Revision via “Revision” button in the Account.
4.29. By requesting for Deliverables Revision the User shall provide the Expert with additional agreed time-frame for the modification of Deliverables (according to the initial deadline, but not less than 3 hours; if the initial deadline has passed, the User can choose any time-frame, but not less than 12 hours) and/or additional instructions. After the updated Order acceptance it will be assigned with status “In Progress”, meaning that the Expert has accepted it and started working on it.
4.30. If User abuses his right for the Deliverables Revision, the Platform Provider reserves the right to permanently block and/or delete such User’s Account and/or cancel the Order, providing Notification and transferring to the User’s personal bank account any amount of funds available on the Account Balance and/or Order balance.
4.31. No Deliverables. If the Expert has not provided the User with the final version of the Deliverables before the deadline stipulated in Order, the User shall have the right to cancel the Order. By canceling an Order the User is instructing the Platform Provider to perform a Refund request in the Order amount. The User will receive a Notification informing that under the instructions of the User, the Platform Provider has performed a Refund request.
4.32. No satisfaction after the Approval and Paper bank deal. If after the expiration of 14 (fourteen) calendar days after the Deliverables provision date, the User is still not satisfied with the Expert’s Services and the Deliverables, he shall contact the Platform Provider support: support@mondaycontent.com. After the consideration of the matter by the support and in case of User’s reasonable remarks and complaints about the Deliverables, the User shall have the right to provide a request for the Paper bank deal.
4.33. By requesting a Paper bank deal the User is assigning to the Platform Provider all right, title, and interest in and to the particular Deliverables created for the User on the basis of his Order.
4.34. As the User’s remuneration for the said assignment he shall be entitled: (a) to receive full amount of the previous Order Price to his Account Balance; or (b) to create a new Order and transfer full amount of previous Order Price to the new Order balance. The User shall communicate his choice via a Platform Provider support: support@mondaycontent.com.
4.35. By requesting to receive the full amount of the previous Order Price, the User shall assign all right, title, and interest in and to the particular Deliverables created for the User on the basis of his Order and the Platform Provider shall be obliged to increase the User’s Account Balance by the amount of the previous Order Price. The User will receive a Notification informing on the successful transaction.
4.36. By requesting to create a new Order and transfer full amount of previous Order Price to the new Order balance, the User shall assign all right, title, and interest in and to the particular Deliverables created for the User on the basis of his Order and the Platform Provider shall be obliged to create a new Order with status “Bidding” and increase such Order’ balance by the amount of the previous Order Price. The User will receive a Notification informing on the successful transaction. After the updated Order acceptance it will be assigned with status “In Progress”, meaning that the Expert has accepted it and started working on it.
4.37. In cases as described in Section 4.36. and 4.37. of the Agreement, the Platform Provider shall be entitled to all the rights for the Deliverables and the latter shall be placed in the Paper bank.
3.38. The Expert, if the amount of funds in his Account Balance is enough, has the right to buy Deliverables from Platform Provider’s Paper bank, by instructing the Platform Provider to transfer the Expert’s funds available in the Account Balance to the Order balance. The Expert will receive a Notification informing that under the instructions of the Expert, the Platform Provider has performed transfer of funds.
4.39. If User abuses his right stipulated in Section 3.35. of this Agreement, the Platform Provider reserves the right to permanently block and/or delete such User’s Account, providing Notification and transferring to the User’s personal bank account any amount of funds available on the Account Balance and/or Order balance.
4.41. Withdrawal. The User and Expert have the right to instruct the Platform Provider to perform a Withdrawal request in the Account Balance amount. The User or Expert will receive a Notification informing that under the instructions of the User or Expert, the Platform Provider has performed Withdrawal request. In case of Withdrawal request by the User, the latter shall be charged with a Transaction fee, amount of which is indicated in the Account.
4.42. Changing of the Order deadline. The Expert shall have the right to request the User with the changing of Order deadline.
4.43. Discount. The Expert shall have the right to provide the User with a discount of Order Price via Account.
4.44. The Platform Provider encourages Users and Experts to resolve the disputes arising from the Services and Deliverables provision by communication via the Platform. In some cases, the User and Expert can contact the Platform Provider’s support: support@mondaycontent.com, which will try helping to resolve the dispute that has arisen.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. Platform Provider intellectual property rights. The Platform Provider retains all right, title, and interest in and to the Platform, including without limitation all software used to provide the Services and all graphics, user interfaces, logos, text and trademarks reproduced through the Platform. This Agreement does not grant the User or Expert any intellectual property license or rights in or to the Platform or any of its components, except to the limited extent that such rights are necessary for the User’s and Expert’s use of the Platform as specifically authorized by this Agreement. The User or Expert recognizes that the Platform and its components are protected by copyright and other laws.
5.2. Platform Provider has not agreed to and does not agree to treat as confidential any feedback (any suggestion or idea for improving or otherwise modifying any of Platform Provider’s products or services) that the User and/or Expert give Platform Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Platform Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit feedback, without compensating or crediting the User and/or Expert. Feedback will not be considered User’s and/or Expert’s trade secret.
5.3. Intellectual property rights to Deliverables. After the creation of any Deliverables (including drafts or final versions) the Expert shall be vested with all right, title, and interest in and to the Deliverables.
5.4. Intellectual property rights after Approval. Immediately after the Order Approval the Expert hereby assigns to the User all of its ownership, right, title, and interest in and to all Deliverables Approved, including, without limitation: (a) all copyrights, rights in trade secrets, and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables Approved, arising under English law or any other laws; (b) all goodwill associated with Deliverables Approved; and (c) waives to the extend available under the applicable law and undertakes not to enforce any and all moral rights, including, without limitation, the right to prohibit any modification of the Deliverables Approved; and (d) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for such registrations, renewals, and extensions, to sue for all past infringements or violations of any of the rights, and to settle and retain proceeds from any such actions).
5.5. Intellectual property rights after Paper bank deal. In case of Paper bank deal the User hereby assigns to the Platform Provider all of its ownership, right, title, and interest in and to all Deliverables, including, without limitation: (a) all copyrights, rights in trade secrets, and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables, arising under English law or any other laws; (b) all goodwill associated with Deliverables; and (c) waives to the extend available under the applicable law and undertakes not to enforce any and all moral rights, including, without limitation, the right to prohibit any modification of the Deliverables; and (d) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for such registrations, renewals, and extensions, to sue for all past infringements or violations of any of the rights, and to settle and retain proceeds from any such actions).
5.6. In case if Expert buys the Deliverables from Platform Provider’s Paper bank under Section 4.39. of this Agreement the Platform provider hereby assigns to the Expert all of its ownership, right, title, and interest in and to all such Deliverables, including, without limitation: (a) all copyrights, rights in trade secrets, and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables, arising under English law or any other laws; (b) all goodwill associated with Deliverables; and (c) waives to the extend available under the applicable law and undertakes not to enforce any and all moral rights, including, without limitation, the right to prohibit any modification of the Deliverables; and (d) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for such registrations, renewals, and extensions, to sue for all past infringements or violations of any of the rights, and to settle and retain proceeds from any such actions).
5.7. Intellectual property rights after Deliverables Revision. In case of Deliverables Revision after the Order cancellation under Section 4.30. of the Agreement, the User hereby assigns to the Expert all of its ownership, right, title, and interest in and to all Deliverables, including, without limitation: (a) all copyrights, rights in trade secrets, and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables, arising under English law or any other laws; (b) all goodwill associated with Deliverables; and (c) waives to the extend available under the applicable law and undertakes not to enforce any and all moral rights, including, without limitation, the right to prohibit any modification of the Deliverables; and (d) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including without limitation the exclusive rights to apply for such registrations, renewals, and extensions, to sue for all past infringements or violations of any of the rights, and to settle and retain proceeds from any such actions).
5.8. Limited license. The User and Expert hereby grants Platform Provider a perpetual, irrevocable, fully paid, royalty-free, worldwide license to reproduce the Deliverables on the Platform, without the right to sublicense. The User and Expert grants the license under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights.
5.9. Survival. The rights and obligations under this section will survive any termination or expiration of this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1. Platform Provider represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Platform set forth in this Agreement without the further consent of any third party. Platform Provider’s representations and warranties in the preceding sentence do not apply to use of the Platform in combination with hardware or software not provided by Platform Provider.
6.2. In case of breach of the warranty above in this Section 6.1., Platform Provider, at its own expense, shall promptly (a) secure for the User or Expert the right to continue using the Platform; (b) replace or modify the Platform to make it noninfringing, or if such remedies are not commercially practical in Platforms Provider’s reasonable opinion.
6.3. Platform Provider represents and warrants that it is not engaged in arranging or advertising relevant services (as defined under the Skills and Post-16 Education Act) related to academic cheating and academic dishonesty for financial gain as stipulated under UK Skills and Post-16 Education Act or any other similar act to be enacted.
6.4. The Expert and User represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; and (c) it is an individual 16 (sixteen) years or older, or; and (d) not to upload, not to publish, store, provide access to, or otherwise, distribute the information and/or materials that violate rights of any third party (including plagiarized materials); and (e) it would not utilize manual methods, bots, crawlers, or other automated means to gather information or content in order to generate or combine it, directly or indirectly, in one or more downloads, a collection, compilation, database, directory, or anything similar; and (f) the Platform Provider is not a party to any agreements, arrangements and contractual relationships that may arise between Users and Experts of the Platform; and (g) you do not enter into an employment relationship with the Platform Provider and is not an employee of the latter; and (h) you are not engaged in providing, arranging or advertising relevant services (as defined under the Skills and Post-16 Education Act) related to academic cheating for financial gain as stipulated under UK Skills and Post-16 Education Act or any other similar act to be enacted.
6.5. Warranty Disclaimers. Except to the extent set forth in the Agreement, USER AND EXPERT ACCEPTS THE PLATFORM “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PLATFORM PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER AND EXPERT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PLATFORM PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) PLATFORM PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER OR EXPERT DATA WILL REMAIN PRIVATE OR SECURE; AND (d) PLATFORM PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND USER AND EXPERT AGAINST CLAIMS RELATED TO ACADEMIC MISCONDUCT.
7. INDEMNIFICATION
7.1. The User and/or Expert shall defend, indemnify, and hold harmless Platform Provider against any indemnified claim, meaning any third party claim, suit, or proceeding arising out of or related to the User’s and/or Expert’s alleged or actual use of, misuse of, or failure to use the Platform, including without limitation: (a) claims by any third party; and/or (b) claims related to academic misconduct; and/or (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through User’s or Expert’s Account. INDEMNIFIED CLAIMS INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATED TO PLATFORM PROVIDER’S NEGLIGENCE.
7.2. The User’s and/or Expert’s obligations set forth in Section 7.1. include, without limitation: (a) settlement at User’s and/or Expert’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (b) reimbursement of reasonable attorneys’ fees incurred before User’s and/or Expert’s assumption of the defense (but not attorneys’ fees incurred thereafter).
7.3. If the User and/or Expert fails to assume the defense on time to avoid prejudicing the defense, Platform Provider may defend the indemnified claim, without loss of rights pursuant to this Section. Platform Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that Platform Provider admit wrongdoing or liability or subject to any ongoing affirmative obligation.
8. LIMITATION OF LIABILITY
8.1. PLATFORM PROVIDER’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED 1000 GBP.
8.2. Excluded Damages. IN NO EVENT WILL PLATFORM PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8.3. Clarifications and Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION APPLY TO THE BENEFIT OF PLATFORM PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PLATFORM PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF USER’S OR EXPERT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
8.4. NEITHER THE PLATFORM PROVIDER NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS DO NOT LIABLE FOR FURTHER USING THE DELIVERABLES OR EXPERT SERVICES BY USERS AS THE LATTER INTENDED FOR THE PURPOSES AS DEFINED IN CLAUSES 1.6 AND 1.12. USING THE DELIVERABLES OR EXPERT SERVICES BY USERS AS ACCOMPLISHED FORM FOR FURTHER SUBMITTING TO ANY EDUCATIONAL INSTITUTION FOR ANY PURPOSE IS STRONGLY PROHIBITED.
9. MISCELLANEOUS
9.1. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
9.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
9.3. Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the laws of Estonia, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) other international laws. The parties consent to the personal and exclusive jurisdiction of the courts of Estonia. This Section governs all claims arising out of or related to this Agreement, including without limitation tort claims.
9.4. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
9.5. Amendment. Platform Provider may amend this Agreement from time to time by posting an amended version at its Website and sending User or Expert written notice thereof. Such an amendment will be deemed accepted and become effective (a) 30 days after such notice or (b) in case of the User’s or Expert’s new Order start; or (c) depositing funds to recharge the Balance using the Platform, whichever is earlier, unless the User or Expert first gives the Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of the User's or Expert’s new Order.
9.6. The User’s or Expert’s continued use of the Platform following the effective date of an amendment will confirm User’s or Expert’s consent thereto.
