USER AGREEMENT

PREAMBLE:

Welcome to The Wittery User Agreement . This is a legally binding agreement. Be sure to read it all.

(I) GENERAL

By using this website known as “The Wittery” (“the website”), you are entering into a legally binding agreement with the website owner, Chagwall Limited (CL). This agreement is known as The User Agreement. If you do not agree to be bound by the User Agreement, you must stop use of the website immediately.

(II) SERVICES

The primary purpose of the service provided by the website is the provision of a platform for connecting freelance witty writers (“writers”) with witty content seekers (“seekers”).

The core service is offered on a membership basis. However, some information pages on the website may, from time to time, be available for viewing by the general public.

Users and members are not employees, agents or contractors of CL and no employer/employee relationship exists between CL and any users.

Writer Members:

As a writer member, you may avail of the following services within the website: create, edit, deactivate and activate your profile, browse the job board, reply to job posts and manage your applications.

As a writer member, CL respects your creative talents and aims to ensure that due regard is paid to your intellectual property rights. All intellectual property rights in the content of your profile and sample works are yours. You are free to cancel your account at any time and thereby remove your profile from the website.

Seeker Members:

The services available to you as a seeker member depend on the type of membership option chosen. The services include posting jobs on the job board, searching the writer directory, making contact with writer members and other services designed to help you manage your work. Associate membership does not include access to the writer directory search facility.

(III) RELATIONSHIP BETWEEN WRITERS AND SEEKERS

You agree and understand that when a writer and seeker make contact through this website that CL is not a party to any contracts which are entered into between the writer and seeker. Writers provide their services as independent contractors and are not employees of CL.

It is hereby agreed and understood that CL does not endorse or recommend any of the writer members, nor does it warrant any information or content provided by writer members or any other users.

CL does carry out certain quality control checks on writers before they are permitted to become members. However, you accept as a seeker that you cannot rely on the existence of these quality control checks as being in any way construed as a warranty in respect of any writer member. You, as a seeker, are solely responsible for satisfying yourself about the suitability and bona fides of writers.

(IV) MEMBERSHIP FEES

Seeker Membership:

Seeker membership is dependent on the payment of a prescribed membership fee.

The official rates and durations for membership plans are available on the “Membership Plans” page of the website.

Payments in respect of membership plans must be made in full at the time of registration.

Writer Membership:

There is no membership fee payable in respect of writer membership. However, you agree that acceptance as a writer member is at the sole discretion of CL and is contingent upon you satisfying all enquiries of CL which are deemed by CL to be necessary or appropriate in order to ascertain if you, as a writer, are suitable for membership.

Whilst there are no membership fees for qualifying writer members, the service does include an Honesty Box System. Donations through the Honesty Box system are made solely at the discretion of writer members.

(V) CREATING AN ACCOUNT AND BECOMING A MEMBER

In order to procure services on this website and to use the ancillary facilities you are required to create an account which will contain certain personal details and Payment Information which may vary based upon your use of the website, as we may not require payment information. By continuing to use this website you represent and warrant that:

You are over 18 and are capable of entering into a legally binding contract
You are not a direct competitor of CL
All information you submit is accurate and truthful;
You have permission to submit Payment Information where permission may be required; and
You will keep this information accurate and up-to-date.
Your creation of an Account is further affirmation of your representation and warranty.
You agree not to share your Account details, particularly your password. CL accepts no liability for any losses or damages incurred as a result of your Account details being shared by you.
You accept that you are responsible for all content posted to the website using your username and password.
If you have reason to believe that your Account details have been obtained by another without consent, you agree to contact CL immediately to suspend your Account
You agree that your membership account is not transferable
You have not previously had your membership suspended
You do not hold any other account on this website.
You agree not to engage in username squatting
You understand that accounts which have been inactive for over 3 months may be terminated by CL.

(VI) TECHNICAL STEPS FOR FORMING A CONTRACT (SEEKERS)

The technical steps that are required to complete a contract in respect of seeker membership are as follows:

You complete the seeker registration form, using a valid business email address, and submit it online.
You will receive an activation email. On clicking the link, your account will be activated and you will be able to access "My Office".
You proceed to select a membership membership plan (through the "Membership Plan" icon in "My Office") and you proceed to pay the appropriate fee through our Payment Solution Provider [PSP], PayPal.

[Steps 1 to 3 constitute your offer]
The membership fee is processed by our PSP.
On receiving notification from our PSP that payment has been received, we send you an email confirming your order. This email constitutes our acceptance of your offer to purchase a subscription to the website.

(VII) PAID MEMBERSHIP PLANS

By signing up for a paid membership plan you confirm that you are a business user and you understand that you must provide a valid business email address. You understand that personal email addresses, such as gmail, are not accepted. In the event that you sign up for a paid membership plan using an email address that is not a valid business email address, CL reserves the right to terminate your account and will be under no obligation to refund any membership fees.

a) Associate Membership

This category of membership gives you access to certain paid areas of the website for a maximum period of one month. The paid areas that you will have access to will enable you to post 1 job and manage applications you receive. Applications to your jobs will be forwarded to you by email and you will receive the email address of the writer applicant (in the "Reply to" field). Associate membership does not entitle you to access the writer directory. In the event that you receive more than 15 replies to your job post, CL reserves the right to deactivate or delete your job post during the 1 month period.

Use of the Private Messaging System is reserved for full members.

The one month period commences from the time paid services are provided to you. Your associate membership will automatically expire after 1 month.

The payment required for associate membership is a once off non-recurring fee.

The official rates and durations for membership plans are available on the “Membership Plans” page of the website.

After the expiration of your associate membership (and in circumstances where you have not deleted your account) CL may preserve your account details on the system for a period of no more than 1 month. During this period, and if the provision is applied to you, you will be able to renew your membership without forfeiting your username and its reputation. You will still have access to "My Office" during this period, where you can choose a new membership plan. You may also delete your account in "My Office" during this time.

You understand that CL is not obliged to maintain your account details on the system during this period. You further understand that when your membership plan has expired, your username, password and account/profile details may be removed with immediate effect from the system, but in any event not later than 1 month after the expiration of your membership plan.

b) Full Membership

This category of membership gives you access to all paid areas of the website which relate to content seekers. The paid areas that you will have access to will allow you to post jobs, manage your jobs, receive replies to jobs posted, access writer profiles and sample works, and send private messages to writers. The number of jobs that you can post depends on the type of full membership plan that you have chosen.

In the event that you receive in excess of 15 replies to any job post, CL reserves the right to deactivate or delete that job post and any other job post that is substantially the same as it.

The payment required for full membership is a recurring monthly subscription. The official rates and durations for membership plans are available on the “Membership Plans” page of the website.

To cancel the automatic renewal of your monthly membership payment, you can use the “Unsubscribe” facility in “My Office”. This will take you directly to the Paypal website. Alternatively, you may also go directly to Paypal to cancel your subscription without coming through this website.

After the expiration of your membership (and in circumstances where you have not deleted your account) CL may preserve your account details on the system for a period of no more than 1 month. During this period, and if the provision is applied to you, you will be able to renew your membership without forfeiting your username and its reputation. You will still have access to "My Office" during this period, where you can choose a new membership plan. You may also delete your account in "My Office" during this time.

You understand that by using the "Delete Account" option, your account and any profile details will be removed from the website.

As a full member, you understand that your credit card will be charged on a monthly basis (by our Payment Solution Provider) in respect of the monthly subscription fee.

(VIII) TERMINATION AND CANCELLATION

Either CL or you may terminate your Account at any time. If CL terminates your Account, you will be notified by email and an explanation for the termination will normally be provided. Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

You agree that to terminate your account you must do so through the "Delete Account" facility in “My Office”.

Seeker Members

On termination of an account by you before the expiration of your membership plan (by using the "Delete Account" facility in "My Office"), your access to the relevant member only facilities will terminate with immediate effect.

Writer Members:

On termination of your membership (by using the "Delete Account" facility in "My Office"), your profile will automatically be removed from the website. You understand that we have no obligation to preserve this content on your behalf. Your access to the relevant member only facilities will also terminate with immediate effect.

Sample works, if any, belonging to you and which are featured in the “Sample Works” section of the website will be removed as soon as possible after the termination of your account and, in any event, no later than 7 days after said termination.

On termination of your membership, the limited licence granted by you to CL in respect of the content of your profile will expire. However, the limited licence granted by you to CL in connection with your user content uploaded elsewhere in the website, if any, will remain in place.

(IX) NON-BUSINESS USERS (SEEKERS)

Seeker membership is currently restricted to business users only but may be available to consumers and personal users at a later date. By ticking the "Accept User Agreement" box you confirm that you are a business user.

(X) REFUND POLICY (SEEKERS)

You may cancel your membership subscription at any time through the "Unsubscribe" facility in "My Office" or alternatively, by proceeding directly to the Paypal website. Where you cancel your membership mid-term, no refund will be payable to you by us in respect of any unused portion of your subscription fee. Instead, the service will continue to be available to you until the end of the relevant period, unless you choose to delete your account before the end of the relevant period.

If we cancel your membership, we will refund to you any unused portion of your membership fee. However, where we cancel your membership because of a breach of this user agreement by you, we will not be obliged to refund any unused portion of your membership fee.

(XI) INTELLECTUAL PROPERTY

You retain all Intellectual Property Rights relating to user content uploaded by you to the website. However, you grant CL a limited licence to use that content for the purposes of making the content available on the website. By continuing to use the website users acknowledge that user content is protected by applicable Irish and International intellectual property and other laws.

All content included on the website, unless uploaded by Users or contained in “Sample Works” section, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of CL, our affiliates or other relevant third parties. By continuing to use the website you acknowledge that such material is protected by applicable Irish and International intellectual property and other laws.

You may not reproduce, copy, distribute, store or in any other fashion re-use material from the website unless otherwise indicated on the website or unless given express written permission to do so by CL or by the owner of the content.

Where a writer member grants a license to CL to publish his or her work in the "Samples Section" or "The Wittery Blog" and where there has been no consideration in respect of the license granted, the license granted by the writer member to CL is a limited revocable license. The license may be revoked at any time by the writer member by sending a notice of revocation by email to info(at)thewittery(dot)com with the following subject line: "Revocation Notice". On receipt of such notice, CL agrees to remove the published work from the website within 7 days.

(XII) THIRD PARTY INTELLECTUAL PROPERTY

Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in service and product images and descriptions belong to the owners, manufacturers or distributors of such services or products as may be applicable.

You may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the website or unless given express written permission to do so by the relevant owner, manufacturer or supplier.

(XIII) USE OF THE SERVICE BY MEMBERS AND NON-MEMBERS

CL grants to users and members a limited licence to use the services provided by this website.

We may limit the number of connections seeker members make with writer members through private messaging if we deem the number to be excessive and/or an excessive burden on the service.

Specifically you agree that:

You will not use the Content of the website for commercial purposes;
You will not systematically copy Content from the website with a view to creating or compiling any form of collection, compilation, directory or database unless given express written permission to do so by CL.
You will not access or harvest data from the website using any automated methods including “scraping” and “crawling”.
You will not reproduce, republish, display, frame, broadcast, translate, copy, sell, loan or otherwise distribute the content of this website without the written permission of CL.
You will not circumvent the navigational structure of this website.
You will not attempt to circumvent the payment system of the website.
Whilst you may link to the homepage of the website, you will not deep link to any other pages on the website without the written permission of CL.

(XIV) LINKS

This website may contain links to other sites. Unless expressly stated, these sites are not under the control of CL or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this website does not imply any endorsement of the sites themselves or of those in control of them.

(XV) USER CONTENT

CL has no control over content uploaded to the website by members and has no obligation to verify the identity of website members and to investigate or verify the accuracy of user generated content.

Use of Communications Facilities

When uploading content to the website or when using any of the communication facilities of the website, including feedback forms and communications with other members, you agree to comply with the following rules:

You must not submit Content that is unlawful.
Submissions must be made in the English language.
The means by which you identify yourself must not violate these terms of use or any applicable laws;
You must not impersonate other people
You must not use the website for unauthorised mass-communication such as “spam” or “junk mail”.
You acknowledge that CL reserves the right to monitor any and all communications made to us or using the website.
You acknowledge that CL reserves the right to remove any or all content that you upload to the website.
By submitting Content you warrant and represent that you are the author of such Content or that you have acquired all of the appropriate rights and/or permissions to use the Content in this fashion. CL accepts no responsibility or liability for any infringement of third party rights by such Content.
CL will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of such Content, nor for any errors or omissions in the Content. Use of and reliance upon such Content is entirely at your own risk.
CL retains the right to exercise its sole discretion to remove or relocate any Content as it deems appropriate without the consent of the owner. CL is under no obligation to exercise such discretion.

(XVI) FEEDBACK, COMMENTS AND IDEAS

You understand that if you provide us with any feedback, comments or ideas about the website and/or the service that you do so voluntarily. You accept that we may use any ideas provided by you in this way without obligation to you.

(XVII) INDEMNITY

You agree to indemnify us and hold us harmless from any damages, losses and costs (including legal fees) related to third party claims, allegations, charges or investigations, caused by your failure to comply with this Agreement.

(XVIII) PROVISION OF SERVICES

Provision of Services shall commence when full payment has been received and a confirmation email has been sent to you by us or as otherwise detailed in the User Agreement pertaining directly to those Services.

CL shall use its best endeavours to provide the Services with reasonable skill and care.

Provision of all Services shall be subject to the terms and conditions pertaining directly to those Services.

In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact us within 10 days to inform us of the mistake. CL will ensure that any necessary corrections to the Services provided are made within 7 working days.

CL reserves the right to exercise discretion with respect to any alterations to Services under the provisions of this Clause. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:

Any use or enjoyment that you may have already derived from the Services;

Any characteristic of the Services which may mean that cessation of provision is impossible without significant further work on the part and at the expense of CL.

Such discretion to be exercised only within the confines of the law.

(XIX) DISCLAIMERS

CL makes no warranty or representation that the website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.

No part of this website is intended to constitute advice and the Content of this website should not be relied upon when making any decisions or taking any action of any kind.

No part of this website is intended to constitute a contractual offer capable of acceptance.

(XX) CHANGES TO THE SERVICE AND TO THIS USER AGREEMENT

CL reserves the right to change the website, its Content or this User Agreement at any time. You will be bound by any changes to the User Agreement from the first time you use the website following the changes.

(XXI) AVAILABILITY OF THE SERVICE

The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

CL accepts no liability for any disruption or non-availability of the website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

(XXII) LIMITATION OF LIABILITY

To the maximum extent permitted by law, CL accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the website or any information contained therein. You agree that you use the website and its Content at your own risk.

Nothing in this User Agreement excludes or restricts CL's liability for death or personal injury resulting from any negligence or fraud on the part of CL.

Nothing in this User Agreement excludes or restricts CL’s liability for any direct or indirect loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the website.

Whilst every effort has been made to ensure that this User Agreement does not contain any unfair terms, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from this User Agreement and shall not affect the validity and enforceability of the remaining parts of this User Agreement. This term shall apply only within jurisdictions where a particular term is illegal.

(XXIII) NO WAIVER

In the event that any party to this User Agreement fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

(XXIV) NOTICES

All legal notices/communications shall be served on us by registered post to our registered office.

Correspondence and communications in respect of all other matters can be sent via email or to our postal address. Contact details, including our registered office address, are available in the “Contact Us” Section of the website.

(XXV) LAW AND JURISDICTION

This User Agreement and the relationship between you and CL shall be governed by and construed in accordance with the Law of the Republic of Ireland. CL and you agree to submit to the exclusive jurisdiction of the Courts of the Republic of Ireland.