1. DEFINITIONS. The following definitions shall apply to this Agreement:
A “User” means (1) a person who makes use of the Site on her or her own behalf, (2) a person who makes use of the Site on behalf of a business organization, or (3) a business organization on whose behalf a person makes use of the Site.
A “Client” is a person or business organization who establishes a membership account with the intention of purchasing written content from Writers.
A “Writer” is a person or business organization who establishes a membership account and who offers and delivers written content and services through the Site.
A “Member” is a User who is either a Client or a Writer.
The “Site” means the website with the URL http://ndash.com, and all affiliated pages.
3. PLATFORM FOR CONNECTING USERS. The Site is a platform for enabling the connection between Clients and Writers. nDash does not take part in the interaction between Clients and Writers except to collect payments on the behalf of Clients and Writers for venue services through the Site. Users do hereby represent, understand and expressly agree that nDash does not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by Writers, nor of the integrity, responsibility or any of the actions whatsoever of Clients.
4. ELIGIBILITY. By using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Our services are available only to individuals and companies that can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors under the age of eighteen (18), and Writers must be legally eligible to work within the jurisdiction of the United States. Any misstatements and/or misrepresentations regarding the age, experience and/or eligibility for employment in the jurisdiction of the United States of any Writer or any other Users are not the responsibility of nDash. nDash does hereby disclaim any liability whatsoever for any misstatements and/or misrepresentations made by any Writers and/or other Users. Users do hereby represent, understand and agree to hold nDash harmless for any misstatements and/or misrepresentations made by any Users. Misstatements and/or misrepresentations are grounds for immediate termination of your use of the Site.
6. EXCLUSIVE USE. A Member may not assign or otherwise transfer its account to any other person or entity. A Member, however, may authorize Users who are not Members to use the Site on their behalf. In such case, the Member shall be responsible for use of the Site by its authorized Users.
7. INFORMATION PROVIDED BY USERS. You are responsible for providing accurate, current and complete information in connection with your membership on the Site. nDash is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by Users.
You are solely responsible for any content, messages, photos, videos, reviews or profiles (collectively, “Content”) that you publish or display (hereinafter, “post”) on the Site, or transmit to other Users. You will not post on the Site, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to nDash or to any other user of the Site.
You understand and agree that nDash may review and delete any Content, in each case in whole or in part, that in the sole judgment of nDash violates this Agreement or that might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users.
Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations.
Opinions, advice, statements, offers, or other information or content made available on the Site or through the Service, but not directly by nDash, are those of their respective authors. Such authors are solely responsible for such content. nDash does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or available through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Service. Under no circumstances will nDash or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Site or transmitted to or by any User.
8. ASSIGNMENTS. Clients may seek the services of a Writer through the use of the Site and Writers may submit proposals to Clients regarding their services. Once a Client has accepted the terms of the service and payment from the Writer and the Writer has accepted the terms of the payment from the Client, a binding contract is formed between the Client and the Writer (collectively, “Assignments”). Clients agree to place Assignments using the navigational features and instructions available on the Site, including submission of specific requirements, restrictions, terms, specification, topic selection and any additional requirements. Clients have no right or claim for incomplete Assignments not picked up or not completed by a Writer. You may place direct Assignments to a Writer or group of Writers you select. An Assignment sent to a group of Writers is done on a first-come, first-served basis, and may only be completed by a single Writer. Assignments may not infringe on the intellectual property or other rights of any third party, in particular copyrights, moral rights, trademarks or service marks. You many not submit orders that are pornographic, obscene, slanderous, libelous or in any way degrading to human nature.
Clients will not post assignments that require the writer(s) to deliver a full draft of the copy before the assignment is put in-progress (i.e. without the promise of payment). nDash shall not be used by clients to facilitate “contest” assignments, where multiple writers submit work with no guarantee of payment.
Client agrees to approve or reject each Assignment within the time frame associated with the Client’s membership level (the time frame for non-subscription accounts shall be 5 days and 10 days for Pro subscribers). Failure to approve or reject an Assignment within such time frame will irrevocably deem the content approved by the Client, in which case the Client shall be charged the applicable fee. Client agrees to document detailed reasons for rejection of any Assignment submitted for approval. Client agrees not to use any content from a rejected Assignment for any reason.
Instead of rejecting an Assignment, Client may, within the applicable time frame, submit requested edits to the Writer. If a writer misses a deadline on a content assignment for which they pitched the idea, the client has the right to cancel the assignment and re-send said idea to another writer.
Writers shall also not request payments to be made by the client upfront (only upon completion).
9. CONTENT OWNERSHIP. Content created by Writers, which is subsequently approved by a Client, are considered works made for hire. According the Copyright law of the United States, and certain other copyright jurisdictions, if a work is “made for hire”, the Client, not the Writer, is considered the legal author. The Writer may or may not be publicly credited for the work. You shall maintain worldwide, perpetual, irrevocable, and transferable license for any content that you approve on the platform. For such content, upon approval by a Client, Writer grants and licenses to the Client the sole and exclusive right to publish, perform, display, reproduce, distribute, create derivative works and sell the delivered and approved content in any type of media, including, but not limited to, print and/or online media and all electronic, online, or any other media throughout the world.
All content developed by nDash and posted on the Site shall remain owned by nDash. No license whatsoever is granted to Users to use such content in any manner outside of the Site.
You automatically grant, and you represent and warrant that you have the right to grant, to nDash, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute all profile information posted by a User on the Site and, in the case of Writers, all requests for Assignments (collectively, “Licensed Content”) and to prepare derivative works of, or incorporate into other works, such Licensed Content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that your Licensed Content by nDash will not infringe or violate the rights of any third party.
10. INDEPENDENT CONTRACTORS. It is expressly agreed and understood that each Writer is, and at all times shall be, an independent contractor and not an employee or agent of either nDash or any Client. Nothing in this Agreement shall be construed to characterize the relationship between nDash, a Writer and/or a Client as that of employer/employee, principal/agent, franchisor/franchisee, partnership or co-venture. All expenses and disbursements that a Writer may incur in connection with providing Services through the Site shall be borne wholly and completely by that Writer.
Writers shall pay all required taxes, including, without limitation, all federal/national, state/provincial and local personal and business income taxes and all other business taxes and fees arising out of the activities of a Writer on the Site. Writers shall file all necessary tax information and reports with federal/national, state/provincial and local authorities to report their income generated through the Site.
11. CONFIDENTIAL INFORMATION. All content available on the Site shall be considered public in nature, and it shall be the sole responsibility of Users to prevent the publication of any material that is subject to confidentiality restrictions.
12. CLIENT ACCOUNTS. In order to generate an Assignment, a Client must provide all appropriate credit card or other payment information through nDash’s payment portal (currently Stripe). Upon approval of an Assignment, Client’s account shall be automatically charged for the applicable fees. Further, upon becoming a subscription-level Member, Client may also be charged for subscription fees on a monthly basis. nDash may suspend a Client’s account if payment information on the payment portal is no longer current, such as with an expired credit card, which suspension may continue until Client has updated the applicable information.
13. PAYMENTS TO WRITERS. Writers shall be paid for completed Assignments within two to ten (2-10) business days of their acceptance by a Client. Payments shall be made solely through nDash’s payment portal (currently Stripe), and it shall be each Writer’s sole responsibility to establish an account, bank or otherwise, into which funds can be delivered via such payment portal. Writers shall also be responsible for establishing a payment account through such payment portal, including the submission of all applicable tax information, which account shall be a prerequisite for receiving payments from nDash.
14. ADDITIONAL PAYMENT MATTERS. All payments made through the Site shall be made in US Dollars, and therefore nDash is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is nDash responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account.
nDash reserves the right to seek reimbursement from you, and you will reimburse nDash, if nDash discovers erroneous or duplicate transactions, or nDash receives a charge back from any Member’s credit card company, bank, or other payment service for any reason. You agree that nDash has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.
15. ASSIGNMENT DISPUTES. If there is any dispute arising from Assignments not completed to Client’s specification, after unsuccessful revision requests, Client expressly agrees that any such dispute shall be resolved by nDash. Dispute resolution shall be administered within two (2) business days and shall include review of original specifications, revision requests and quality of work submitted by Writer. Resolutions may include, but not be limited to, replacing the Writer assigned to the Assignment, editing the Assignment to specification for no additional charge, or canceling the Assignment and restoring to the Client’s account balance the funds held for the Assignment.
If there are any issues concerning the service received by the Client or payment due to the Writer, Clients must deal directly with Writers and vice versa to resolve any disputes. nDash will not be held responsible and expressly disclaims any liability whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. By using this Site, you do hereby represent, understand, and expressly agree to hold nDash harmless for any claim or controversy that may arise from any disputes between you and any other User(s). nDash will use its reasonable efforts to monitor Writer and Client profiles, actions, comments, and general usage of the Site and suspend privileges to any Client or Writer not adhering to the policies of the Site. By using this Site, you do hereby agree to report any alleged improprieties of any users therein to nDash immediately by notifying nDash of the same via electronic correspondence.
16. REFUNDS. All Assignment approvals shall be final, and no refunds shall be made once payment by Client has been tendered. All monthly subscriptions shall be deemed earned by nDash on the first day of the subscription period; the cancellation of a subscription-level membership shall be effective at the end of the current subscription period.
19. COPPA COMPLIANCE. nDash is intended for people 18 or over. nDash will not knowingly collect any information from children under 13. nDash takes the Children’s Online Privacy Protection Act of 1998 (COPPA) as well as all FTC regulations very seriously. That being said, nDash does not assume any responsibility for any misrepresentations regarding your age or parental consent when using this Site. Should we determine that you provided any false information to us when using this Site, your membership will be terminated immediately.
20. PROHIBITED USE. nDash reserves the right, at its sole discretion, to immediately terminate your use of the Site for scraping, either in a manual or automatic manner, Writer or Client information, including but not limited to names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise mis-using or mis-appropriating site content, including but not limited to use on a “mirrored”, competitive, or third party site.
Although nDash cannot monitor the conduct of Users off the Site, it is also a violation of this Agreement to use any information obtained from the Site or the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent.
21. NO WARRANTY. The information and materials contained in this website, including text, graphics, information, links or other items are provided “as is”, “as available”. nDash DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS.
22. LIMITATION OF LIABILITY. In no event will nDash be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with this Site, any information received from the Site, any email distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if nDash, or representatives thereof, are advised of the possibility of such damages, losses or expenses.
nDash makes no representations about the suitability, reliability, timeliness, and accuracy of the services provided by Writers or Clients through the Site whether in public, private or offline interactions. nDash liability on fraudulent Assignments completed by Writers and approved by Clients is limited to the base level of pay for the word count at the level of job released, removing all complexity and other price modifiers. nDash does not assume any responsibility for the accuracy or reliability of any information provided by Writers or Clients on this Site. nDash does not assume and expressly disclaims any liability that may result from the use of this information. nDash is not responsible for the conduct, whether online or offline, of any User or Member. All Users do hereby expressly agree not to hold nDash (or nDash’s officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers or employees) liable for any instruction, advice or services delivered that originated through the Site and nDash expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
nDash is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to Users and/or Members or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Site and/or in connection with the Service. Under no circumstances will nDash or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Service, any Content posted on the Site or transmitted to Members, or any interactions between Users, whether online or offline. The Site and the Service are provided “AS-IS” and nDash EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
nDash cannot guarantee and does not promise any specific results from use of the Site and/or the Service.
23. INDEMNIFICATION. By agreeing to the terms of this Agreement, Users agree to indemnify, defend and hold harmless nDash, its directors, officers, employees, agents, investors, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as “nDash and Affiliates”) from and against any and all claim, loss, expense or demand of liability, including reasonable attorneys’ fees and costs incurred by nDash and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content you submit, post or transmit through the Site, (ii) your breach of third party confidentiality restrictions, or (iii) use of the Site by you in violation of these Terms of Service or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. nDash and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of nDash. Users further agree to hold harmless nDash and Affiliates from any claim arising from a third party’s use of information or materials of any kind that users post to the Site.
24. USER DISPUTES. You are solely responsible for your interactions with other Users. nDash reserves the right, but shall have no obligation, to monitor disputes between you and other Users. Furthermore, Users shall hold harmless nDash and Afffiliates for any loss arising out of communications between Users that occurs outside of the Site.
25. NOTICE AND TAKE DOWN PROCEDURES; COPYRIGHT AGENT. If you believe any materials accessible on or from Site infringe your copyright, you may request removal of those materials (or access thereto) from this Site by contacting nDash’s copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
nDash’s agent for copyright issues relating to this Site is as follows:
nDash attn: Michael Brown
60 Thoreau St, #205
Concord, MA 01742
In an effort to protect the rights of copyright owners, nDash maintains a policy for the termination, in appropriate circumstances, of Members and other Users who are repeat infringers.
27. JURISDICTION AND CHOICE OF LAW. If there is any dispute arising out of the Site and/or the Service, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the Commonwealth of Massachusetts, Suffolk County, for the resolution of any such dispute.
28. MISCELLANEOUS. No party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.
29. CONTACT INFORMATION. If you have any questions or need further information as to the Site or Service provided by nDash, or need to notify nDash as to any matters relating to the Site or Service please contact nDash at:
60 Thoreau St, #205
Concord, MA 01742