1. Acceptance
  1. As a registered member (“Member”) of the PerfectWriteup website (the “Website”), you and “PerfectWriteup LLC”) are bound by the terms and conditions (the “Terms”) that are set out below.
  2. You acknowledge that you have read, understand, and agree to be bound by these Terms by accessing the Website, which may be updated from time to time. You are not permitted to use the Website or any of the services provided by or through PerfectWriteup or this website, as described in these Terms, including without limitation the services listed in paragraphs 1.1 and 1.3 of Section C below (the “Services”), if you do not agree with these terms and conditions, as amended.
  3. These terms are subject to change at any moment, and any modifications made will be effective as soon as they are published on the website. You acknowledge that you have read, understand, and agree to be bound by the updated terms by your continuous use of the Website or the Services.
  1. PerfectWriteup Membership
  1. You must be a Member and at least eighteen (18) years old in order to utilize the Services. You must successfully complete the registration process set forth by PerfectWriteup in order to become a Member.
  2. In order to utilize the Services and get access to particular areas of the Website, each Member must choose a username and password. Your password is considered to be Confidential Information of PerfectWriteup for the purposes of these Terms and must be handled in accordance with Section G of these Terms. You are not allowed to share your password with anyone else or allow them to use it in conjunction with your username to access the Website or the Services.
  1. Content and General Terms
  1. Under the terms and circumstances set out in this agreement, PerfectWriteup enables Members to make certain written works or other digital assets (the “Works”) available for licensing or sale to one or more Consumers. You understand and concur that:
  2. For the purpose of hosting works for distribution, PerfectWriteup offers its members access to e-commerce platforms for the sale and licensing of the works they have created as authors as well as discussion forums for both private and public conversation.
  3. None of the Works of a Member that may be accessed on the Website are owned by PerfectWriteup. Subject only to the terms under which the Author makes the Work available to a Consumer, that Member will always hold all right, title, and interest in and to that particular Work, including without limitation all paternity, integrity, disclosure, and withdrawal rights as well as any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.
  4. Both the Works sometimes made accessible on the website and the communications written by Members in any PerfectWriteup forum, whether publicly or privately, are not reviewed by PerfectWriteup. The views and opinions expressed in those messages and Works are solely those of the poster, and as a result, neither PerfectWriteup nor you are liable for any such material. Despite the aforementioned, PerfectWriteup reserves the right to remove any content that, in PerfectWriteup’s opinion, is offensive or objectionable, that could expose PerfectWriteup to potential legal action, or that otherwise does not, in PerfectWriteup’s opinion, adhere to the submission guidelines, which are periodically updated and posted.
  1. Message Forums
  1. The following guidelines govern a Member’s usage of and participation in any message or discussion board run by PerfectWriteup (the “Discussion Board”).
    • The Member alone shall be held accountable for any posts made to and transactions made via the Discussion Board, not PerfectWriteup. Any content made available on the Discussion Board is not independently reviewed by PerfectWriteup, approved, or guaranteed in any other way.
    • The Member will not threaten, harass, or otherwise antagonize another Member, Discussion Board user, or any other individual or group of people.
    • The Member will refrain from using overt displays of prejudice, racism, hate, or vulgarity when posting messages to the Discussion Board.
    • The Member will not intentionally or unintentionally violate any third party’s intellectual property rights by using the Discussion Board to transmit or facilitate the transmission of any data, software, files, links, or other materials that PerfectWriteup, in its sole discretion, deems to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially or ethnically offensive.
    • The Member must not engage in any behavior that interferes with the use of the Discussion Board by any other Member, participant, user, or other person entity.
    • The Member is prohibited from using another person’s identity on the Discussion Board, including but not limited to PerfectWriteup personnel or members.
    • The Member will not upload or send any unsolicited marketing materials, advertisements, or other forms of solicitation that PerfectWriteup deems improper.
    • Any personal information or information that might allow interaction with another Member outside of the PerfectWriteup system is not permitted to be posted or transmitted by the Member.
  2. According to these agreements, members who break the aforementioned regulations risk having their membership canceled for “cause”.
  3. Members understand and agree that any content posted on the Discussion Board may subject them to legal liability. The Member consents to hold PerfectWriteup harmless and indemnify it from and against any loss, liability, claim, damage, and costs (including reasonable attorneys’ fees) resulting from or related to the Member’s use of the Discussion Board.
  4. By posting material to the Discussion Board, the Member hereby grants PerfectWriteup a royalty-free perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display such material (in whole or in part) throughout the world and to incorporate it in other works in any form, media, or technology now known or later developed for the duration of any rights that may be in such content.
  1. Author Terms
  1. Any Member who posts certain Works for use or purchase on the Website is referred to as a “Author.”
  2. The Author promises and guarantees PerfectWriteup at the moment a Work is published to the website, and further covenants that:
    1. all rights, titles, and interests in and to the Works are owned by the Author or another party who has been given a valid permission to do so;
    2. no content that PerfectWriteup deems to be defamatory, obscene, pornographic, misleading, deceptive, fraudulent, or otherwise inappropriate shall be included in the Works or any website or other promotional or marketing material of the Author, nor shall such content otherwise violate the Can-Spam Act of 2003 (United States) or any other comparable law applicable to either the Author or PerfectWriteup;
    3. none of the Works or the Author’s websites will infringe upon any laws or regulations, or otherwise contain any viruses, Trojan horses, malware, spyware, adware, or other disruptive software, or any software code intended to interfere with, damage, or carry out unauthorized actions on a computer system, or which transmits data from a user’s computer without the user’s knowledge and express prior consent;
    4. the Author will make every effort to make sure that PerfectWriteup always has accurate contact information, including without limitation current names, addresses, phone numbers, and e-mail addresses;
    5. the Author will make every effort to guarantee that all inquiries sent to the Author are promptly and adequately answered for customers who have purchased the Works;
    6. the Author will not guarantee anything or give any assurances on behalf of PerfectWriteup, nor will the Author in any way imply to anybody that they (or those for whom they are legally liable) are PerfectWriteup’s agents.
  3. Licence to PerfectWriteup – A non-exclusive license is granted by the Author to PerfectWriteup to package, sell, and distribute the Works on the Author’s behalf as well as to use and reproduce the Author’s marks and trade-marks as PerfectWriteup deems reasonably necessary in the sale or licensing of the Works on the Author’s behalf. Furthermore, you provide PerfectWriteup, its employees, agents, and affiliates permission to use the Works for any reason PerfectWriteup deems necessary in its sole discretion, including storing, copying, distributing, transmitting, displaying, and reproducing. Finally, you provide PerfectWriteup permission to use the Works as PerfectWriteup deems necessary for marketing the Website and the Services. Despite the aforementioned, PerfectWriteup recognises and accepts that aside from what is specifically given in these Terms, it has no right, title, or interest in or to the Works.
  4. Consumer Licence – The following licenses must be used to make works hosted on the website accessible to Members:
    1. Use Licence – A revocable, royalty-free, non-exclusive, non-assignable license to publish (but not to change) the Works on a single website or in a single edition of a print publication owed by that Member may be purchased by Members for a set sum from the Author.
    2. Unique Licence – An irrevocable, royalty-free, exclusive, non-transferable, and non-assignable license to use is available to Members for a charge set by the Author (but not to modify the Works).
    3. Full Rights Licence An unrevocable, royalty-free, exclusive, transferable, and assignable license to use and alter the Works may be purchased by Members for a charge set by the Author. Only works given under a Free Licence or a Use Licence may contain content that has already been published elsewhere. It is prohibited to provide works with multimedia or other non-written digital content on the website unless a Use License, Unique License, or Full Rights License is in place.
  1. Sale and Licensing
  1. Sales – In accordance with these Terms, PerfectWriteup hereby grants Author permission to use PerfectWriteup to sell licenses to use the Works to another Member (the “Consumer”) via transactions made using the PerfectWriteup shopping cart for the following purposes:
    1. the gathering of all customer demographic data necessary to execute a transaction (“customer demographic data”);
    2. the collection of money owed by customers for a transaction (the “Transaction Fee”) plus any taxes that may be required;
    3. processing of each Transaction’s payments received in full; and
    4. payment of each transaction’s credit card fees as well as any extra costs.
Despite the aforementioned, the Author acknowledges that PerfectWriteup is under no responsibility to market or otherwise market the Works.
  1. Vendor – The Author and PerfectWriteup concur that the Author is the seller of record for each Transaction. The Author recognises and accepts that PerfectWriteup is neither a party to nor in charge of the enforcement of any license provided with regard to the Works, nor is it accountable for their content.
  2. Transaction Fees – The Transaction Fee that Customers must pay in each Transaction shall be decided entirely by the Author.
  3. Third Party Claims – In addition to any other rights arising under the Author Agreement, at law or in equity, PerfectWriteup will have the right in its sole discretion to immediately stop promoting and disseminating any claims made by a third party in connection with the Works and to take any other actions it deems to be reasonably necessary to comply with applicable law or to enable. PerfectWriteup to take advantage of any “safe harbor” or other defenses provided by the law, including but not limited to laws protecting intellectual property.
  4. Taxes – PerfectWriteup shall, from revenues received for each Transaction, remit such tax as may, in PerfectWriteup’s judgment, be necessary from time to time, in any jurisdiction where PerfectWriteup is obligated to collect and remit to the local taxing authority any value added tax, goods and services tax, sales or use tax, or any similar taxes. The Author agrees to give PerfectWriteup whatever information it deems reasonably required for the repayment of such taxes in order to do this. In any applicable country where PerfectWriteup does not have a fixed establishment or is otherwise exempt from taxation, PerfectWriteup shall not be responsible for any such taxes. PerfectWriteup shall in no case be liable for the payment of any tax based on the net income of the Author.
  5. Customer Data – All rights, titles, and interests in the customer data shall be owned by PerfectWriteup.
  1. Payment
  1. Payment Periods – In this section, “Payment Period” refers to any one of the 12 consecutive monthly intervals that begin on the first day of each calendar year.
  2. Remittance – Prior to the conclusion of each Payment Period, PerfectWriteup will pay the Author for the previous Payment Period an amount equal to the total gross income from all Transactions received during that Payment Period, less:
    1. the amount due to PerfectWriteup for each Transaction, which is equal to the higher of 35% of the Transaction Fee or the Transaction Fee plus any applicable taxes;
    2. any money that PerfectWriteup withholds from the Author or otherwise charges back to the Author in line with these rules.
  3. Holdback – The Author understands and agrees that PerfectWriteup may deduct a portion of any payment owed to the Author if PerfectWriteup, acting reasonably, determines that such deduction is required to cover any liabilities, obligations, or debt the Author may accrue under this Agreement or as a result of any violation of this Agreement. The Author acknowledges and agrees that PerfectWriteup may also refuse to make payments to the Author as aforesaid, even though such payments may then be due, if PerfectWriteup determines, in good faith, that the Author has broken any applicable law or regulation or has otherwise broken a material term of this Agreement. This right is in addition to any other right of PerfectWriteup arising under the Author Agreement or otherwise at law or in equity.
  1. Representations, Warranties, Covenants
  1. Mutual – Each party guarantees, promises, and communicates to the other that:
    1. it has complete legal capacity to engage into the Author Agreement and to carry out its responsibilities thereunder;
    2. to the best of its knowledge, any services, materials, or data produced in the course of fulfilling its duties under this agreement will not infringe upon or otherwise violate any third party’s rights, including their intellectual property rights; and
    3. it will largely abide by all pertinent laws and rules (such as, but not limited to, privacy laws and any export control laws and rules that apply to that party) that are relevant to the actions of that party in connection with this Agreement.
  2. Author – The Author promises and guarantees PerfectWriteup the following, and other covenants:
    1. the Author, if an individual, is at least eighteen (18) years old;
    2. All legal right, title, and interest in and to the Works, including the authority to give PerfectWriteup the non-exclusive right to promote, share, and sell the Works, are owned by the Author or another properly licensed licensee;
    3. no content that PerfectWriteup deems to be defamatory, obscene, pornographic, misleading, deceptive, fraudulent, or otherwise inappropriate shall be included in the Works or any website or other promotional or marketing material of the Author, nor shall such content otherwise violate the Can-Spam Act of 2003 (United States) or any other comparable law applicable to either the Author or PerfectWriteup;
    4. According to all applicable export control laws and regulations, the Author shall at all times notify PerfectWriteup of any particular limitations and changes in restrictions pertaining to the sale or export of the Works.
    5. none of the Works or the Author’s websites will infringe upon any laws or regulations, or otherwise contain any viruses, Trojan horses, malware, spyware, adware, or other disruptive software, or any software code intended to interfere with, damage, or carry out unauthorized actions on a computer system, or which transmits data from a user’s computer without the user’s knowledge and express prior consent;
    6. the Author will make every effort to ensure that PerfectWriteup always has up-to-date, accurate contact information, including names, physical addresses, e-mail addresses, and telephone numbers for any business, technical support, and customer support issues;
    7. the Author will make every effort to guarantee that any technical and support inquiries sent to the Author are promptly and adequately addressed;
    8. the Author will not promise anything on PerfectWriteup’s behalf, nor will the Author or those for whom the Author is legally accountable in in other way imply that they are PerfectWriteup’s agents.
  1. Termination
  1. Termination by PerfectWriteup – PerfectWriteup may cancel a Member’s membership at any time with or without notice of five (5) business days in the following circumstances:
    1. the Member’s violation of these conditions;
    2. the infringement of PerfectWriteup’s or any third party’s intellectual property rights by the Member or anyone for whom the Member is legally liable;
    3. the breaking of any rules that PerfectWriteup may have from time to time implemented, including without limitation privacy rules;
    4. any municipal, provincial, state, or federal law that the Member has violated, including without limitation any act of dishonesty like theft or embezzlement;
    5. conduct on the part of the Member or anyone for whom the Member is legally liable that, as determined in PerfectWriteup’s sole discretion, it would harm the reputation of PerfectWriteup or of its clients, customers, affiliates, agents, or employees; or
    6. conduct on the part of the Member or anyone for whom the Member is in law responsible which is of such a serious and substantial nature that, as determined in the sole discretion of PerfectWriteup, it would injure the reputation of PerfectWriteup or of the customers, clients, affiliates, agents, or employees of PerfectWriteup; or
    7. the Member’s actions that attempt to bypass the PerfectWriteup system by exchanging personal contact information
  2. Termination by the Member – A Member may voluntarily terminate their membership at any time by giving PerfectWriteup notice that is at least five (5) business days in advance.
  3. Payment – The Member covenants and agrees that the obligations arising under Section C of these Terms will survive termination for any reason, and that the Member shall continue obliged to pay PerfectWriteup any money due and payable hereunder, despite termination of a membership for any reason.
  1. Indemnification
  1. Mutual Indemnity – The Member covenants and agrees to defend PerfectWriteup and any officer, director, employee, parent company, subsidiary, or affiliated company against any and all claims, actions, proceedings, suits, losses, costs, expenses, or damages (collectively, the “Claims”) incurred by or resulting from any breach by the indemnifying party of any of its representations, warranties, covenants, or agreements (subject to any limitations expressly set forth herein).
  2. Limitation of Liability – The amount of money billed by PerfectWriteup and actually paid by the Author, or five hundred dollars ($500.00), is the upper limit on PerfectWriteup’s responsibility for any violation of the Author Agreement. PerfectWriteup will never be liable to the Author for any consequential, indirect, special, punitive, or incidental damages or lost profits of the Member or the Member’s clients, successors, or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work, or impairment of other assets) arising out of a breach or failure of express or implied warranty, breach of contract, misrepresentation, or any other cause). In addition to the aforementioned, PerfectWriteup will not be held responsible for any failure or delay brought on by any governmental action, fire, flood, insurrection, earthquake, power outage, riot, explosion, embargo, strikes, whether legal or illegal, labor or material shortage, transportation disruption of any kind, work slowdown, actions or inaction of the Member or third parties, Member’s equipment or software, and/or any third party equipment, or any other condition affecting the Member.
  3. Limitation Period – A Member may not, under any circumstances, bring a claim against PerfectWriteup longer than twelve (12) months from the date the Member first learned of the claim’s existence or reasonably should have known it existed.
  1. Modification
  1. Amendment – Each Member understands and accepts that PerfectWriteup may change these terms and conditions at any time, despite any clauses to the contrary (the “Modifications”).
  2. Notice – PerfectWriteup declares its intent to do the following:
    1. the date on which any such modifications are to take effect (the “Effective Date”), as well as publishing any such modifications on the PerfectWriteup website; and
    2. 2. give Members notice of the changes and the date they take effect, at least five (5) business days before the change takes effect.
  1. Deemed Acceptance – If a Member does not cancel their membership in line with Section H, Paragraph 2, before the Effective Date that applies to a particular set of Modifications, they are assumed to have read, recognized, and accepted the Modifications. The Modifications, which for all intents and purposes shall be considered a part of these terms, will thereafter be binding on the Member.
  1. Miscellaneous
  1. Jurisdiction – The laws of the Province of British Columbia, except the United Nations Convention on Contracts for the International Sale of Goods, shall be used to interpret, construe, and enforce these conditions in all respects. This includes any regulations pertaining to the conflict of laws. With regard to any dispute resulting directly or indirectly from these terms or any right or obligation of either party arising under these terms, the Member consents to and attorns to the exclusive jurisdiction of the superior court in the Judicial District of Victoria, in the Province of British Columbia.
  2. Interpretation – The section and paragraph headers used in these Terms are simply there for the parties’ convenience and will not be utilized in any way to construe or otherwise interpret any term or condition of these Terms.
  3. Assignment – The Member is not permitted to delegate his or her duties under these Terms.
  4. Waiver – No term or condition in this agreement will be regarded waived, and no breach will be considered excused, unless such waiver or acquiescence is in writing and is signed by both parties.
  5. Non-Partner – The purpose of these conditions is to create a contractual connection between PerfectWriteup and the Member; nevertheless, neither party intends to form a joint venture or to appoint PerfectWriteup as the Member’s agent, employee, or partner in any way. The independent contractor status of the parties is specifically acknowledged. The parties have not granted each other any right or authority to assume or create any express or implied obligation of responsibility on behalf of or in the name of the other, or to bind the other in any way, and these terms do not in any way create a partnership between PerfectWriteup and the Member, whether at common law or in accordance with any applicable statute.
  6. Severance – Any term, covenant, or condition of these Terms that is determined by a court of competent jurisdiction to be indeterminate, invalid, unlawful, or unenforceable shall not affect the validity of the remaining terms, covenants, or conditions of this Agreement.
  7. Notice – Any notices or other communications (collectively, “Notices”) that are allowed or required must be in writing and delivered personally to the recipient, or conveyed through facsimile or email, as specified from time to time by the sending party. Any such Notice shall be deemed to have been delivered when delivered personally, by electronic mail, or by facsimile transmission on the day of delivery.
  8. Use of Content Credit System – In order to utilize PerfectWriteup.com, the user must preload money into his or her account. This money (called Content Credits) must be enough to pay for any orders the user places. The amount of Content Credits required to fulfill each order will be deducted from the user’s balance. Rights to utilize an article are purchased using Content Credits. Money transferred to PerfectWriteup and Content Credits are non-refundable. For any articles returned, users will be given credit in the form of Content Credits (in the manner provided in these terms). After 12 months have passed since the last purchase, Content Credits will no longer be valid.