Effective as of October 20, 2020.
These Terms of Service and License Agreement apply to the WriteNext web "Site" (websites including, without limitation, www.writenext.io and all sub-domains) and "Services" (including, without limitation, the process of writing, writer profile, statistics, and achievements). The Site is the property of Paul Nixon, a UK individual. Access to and use of WriteNext's existing Site, as well as any future Sites provided by WriteNext are governed by these Terms of Service and License Agreement (hereinafter referred to as the Agreement).
If applicable, WriteNext shall maintain an electronic copy of the main details referring to the relevant transaction accepted and engaged by you through the Site, which can be made available to you upon written request. Accordingly, we recommend that you print or save a copy of this Agreement for future reference.
In consideration for your acceptance of this Agreement, WriteNext grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable License to access and use the Site, and the Services solely for your own personal purposes in accordance with the provisions set forth hereto. Irrespective of the above, certain Services may contain or otherwise make use of software, code or related materials from third parties, including "open source" or "freeware" software ("Third Party Components"). Certain Third Party Components may be subject to different terms and conditions of use, hence the User is required to previously verify, read and accept all applicable terms and conditions of use.
You may access and use the Site, and Services only in accordance with any instruction manuals, user guides and other documentation as made available by WriteNext from time to time ("Documentation").
In addition, you may not:
In general, mere browsing through the Site is free and shall not require prior registration. However, further access and use of the Site and Services may require prior registration.
By completing the registration process, you agree to provide WriteNext with accurate and complete registration information and to promptly notify WriteNext in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform WriteNext if there is any reason to believe that a user ID, password or any other security device issued by WriteNext has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way.
You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your password, and for the security of your computer systems, and in no event shall WriteNext be liable for any loss or damages relating to such activity.
WriteNext reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
WriteNext offers a free membership with regard to certain Services (a Membership). By accessing or using the Site or Services, you agree to the terms of any such Membership and further agree to any changes WriteNext may make to such Membership as described in "Changes to Services or Terms" below.
WriteNext reserves the right to make some Services payed, revise its Fees, including by adding new Fees or increasing existing Fees, at any time with ten (10) days notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other manner chosen by WriteNext in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your membership.
This Agreement shall continue until you cancel your Membership or until terminated by WriteNext. Your cancellation will be effective immediately, subject to applicable law, and you may no longer use the Site and Services.
WriteNext may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that WriteNext determines, in its sole discretion, violate this Agreement or the rights of WriteNext or any third party, or is otherwise inappropriate.
Upon termination of your account(s) for any reason, your right to use the Services and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services.
You are solely responsible for all text, documents or other content or information uploaded, entered or otherwise transmitted by you in connection with your use of the Services ("Writer Content"). Writer Content includes, among other things, any mistakes contained in the content or information transmitted by you. You warrant, represent and covenant that you own or have a valid and enforceable license to use all Writer Content, and that no Writer Content infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction. WriteNext is not responsible for the loss, corruption or other changes to Writer Content. WriteNext has no obligation to monitor any Writer Content and shall have no liability to you or any other person or entity with respect thereto, including, without limitation, liability with respect to any information (including your confidential information) contained in or apparent from any Writer Content. Without limiting the foregoing, some feature(s) of the Services may permit you to save or otherwise store Writer Content, and WriteNext will use resonable efforts to make Writer Content retrievable, but does not guarantee that the Writer Content will be retrievable. You are solely responsible for exporting, saving, storing and otherwise maintaining Writer Content including by maintaining backup copies of your Writer Content on appropriate independent systems that do not rely on the Services.
You retain all right, title, and interest in and to your Writer Content. By uploading or entering any Writer Content, you give WriteNext (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store and use your Writer Content in connection with the provision of the Services and to improve the algorithms underlying the Services.
WriteNext may from time to time update or revise this Agreement. If WriteNext updates or revises this Agreement, WriteNext will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and License Agreement on the Site or by any other manner chosen by WriteNext in its commercially reasonable discretion. Your use of the Site or Services following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and License Agreement at writenext.io/terms. It is your responsibility to review the Terms of Service and License Agreement periodically.
WriteNext reserves the right at any time to (i) change any information, specifications, features or functions of the Site or Services, including any Membership, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Membership, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Memberships, in each case with or without prior notice and without any liability to you or any third party. WriteNext will use its commercially reasonable efforts to notify you of changes to the Services that, in WriteNext's reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.
All intellectual property rights in and to the Writer Content are and shall remain your property, and WriteNext shall acquire no right of ownership with respect to your Writer Content.
All intellectual property rights in and to the Site and Services and other WriteNext IP are and shall remain the sole property of WriteNext and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Services or other WriteNext IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Site and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, WriteNext and its affiliates and licensors, as applicable, and that the Services constitutes Confidential Information of WriteNext.
You may from time to time provide WriteNext with suggestions, comments, recommendations, improvements, features, bug fixes, concepts, techniques, solutions, ideas, know-how and/or any feedback regarding the Services, the Site and/or any of WriteNext's related technologies ("Feedback"). Any and all Feedback is and shall be given entirely voluntarily. As between the you and WriteNext, all Feedback shall be exclusively owned by WriteNext, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result WriteNext shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you.
You shall indemnify, release and hold harmless WriteNext and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WRITENEXT, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, AND SERVICES ARE AT YOUR OWN SOLE RISK AND THAT THE SITE, AND ANY SERVICES ARE PROVIDED ON AN "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WRITENEXT AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, AND/OR SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT SHALL WRITENEXT BE LIABLE WITH RESPECT TO THE SITE, AND/ OR SERVICES FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO WRITENEXT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED Writer Content OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN WRITENEXT AND YOU. YOU UNDERSTAND THAT THE SITE, AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
CERTAIN STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF A SPECIFIC STATE OR COUNTRY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. THE FOREGOING SECTIONS TITLED "WARRANTY DISCLAIMERS" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED BY LAW.
This Agreement shall be governed by and construed in accordance with the laws of United Kingdom. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, you and WriteNext shall seek to solve amicably through negotiations. If you and WriteNext do not reach an amicable solution within two (2) weeks, the courts located in London, United Kingdom shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of WriteNext. WriteNext may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If WriteNext is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of WriteNext), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond WriteNext's reasonable control (each, a "Force Majeure Event"), WriteNext will have no liability to you for such failure to perform; provided, however, that WriteNext shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either WriteNext or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.
If you and WriteNext have executed a separate Subscription Agreement applicable to your access to and use of the Site, and/or Services, then the terms and conditions of such Subscription Agreement shall prevail to the extent of any conflict with the terms and conditions of this Agreement. In all other cases, this Agreement constitutes the entire agreement between WriteNext and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between WriteNext and you. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.