GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (the “Terms and Conditions“) are entered into between you (the “Client”) and Editing by Dawn, an Independent Contractor registered address at, 1169 Ocean Avenue, Kings County, NY (“Editing by Dawn“).
The Client must read, agree with and accept all terms and conditions contained in these Terms and Conditions in order to use Editing by Dawn’s website, located at editingbydawn.com, and related services (the “Editing by Dawn Website”).
BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON THE CLIENT AGREE TO THESE TERMS AND CONDITIONS.
BY AGREEING TO THESE TERMS AND CONDITIONS, THE CLIENT PERSONALLY REPRESENT AND WARRANT THAT THE CLIENT IS (I) A NATURAL PERSON OF FULL AGE (I.E. AT LEAST EIGHTEEN YEARS OLD) AND OF SOUND MIND WHO IS OTHERWISE CAPABLE OF ENTERING INTO LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, OR (II) ACTING ON BEHALF OF A LEGAL PERSON (I.E. ENTITY) WITH THE SUFFICIENT AUTHORITY TO BIND SAID LEGAL PERSON TO THESE TERMS AND CONDITIONS (IN WHICH CASE THE TERM “CLIENT” THROUGHOUT THESE TERMS AND CONDITIONS WILL REFER TO SUCH CLIENT ENTITY).
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE EDITING BY DAWN WEBSITE.
- Background
1.1. Editing by Dawn offers editing and proofreading services to potential customers through the Editing by Dawn Website.
1.2. These Terms and Conditions constitute the complete, final, and exclusive embodiment of the entire agreement between the Client and Editing by Dawn with regard to this subject matter, however, subject to the SoWs and other written policies and procedures posted on the Editing by Dawn Website. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such agreements, promises, warranties, or representations.
1.3. There will be a contractual relationship between the Client and the principal of Editing by Dawn.
- Rights to the Editing by Dawn Website
2.1. Editing by Dawn and its licensors reserve all rights, including but not limited to intellectual property rights, in and to the Editing by Dawn Website.
2.2. Editing by Dawn reserves the right to change the Editing by Dawn Website at any time in Editing by Dawn’s sole and absolute discretion.
- General obligations
3.1. Rules of conduct on the Editing by Dawn Website
3.1.1. The Client agrees to comply with applicable laws, these Terms, and Conditions and other written policies and procedures posted on the Editing by Dawn Website. The Client agrees not to (i) violate any third-party rights, including but not limited to intellectual property rights, and (ii) “frame” or “mirror” any content contained on the Editing by Dawn Website on any other server or internet-based device.
3.1.2. A consistent and high level of courtesy, respect, and professionalism is expected of the Client. The Client agrees to use good judgment when posting information, comments, feedback, potential projects, or other content (collectively, “Content“) anywhere within the Editing by Dawn Website, including Content regarding other clients, Editing by Dawn, or any third party.
3.1.3. All Content posted on the Editing by Dawn Website must be in English, of a professional nature, free of offensive language, and free of advertisements for any other products or services. The Content must not request the provision of a service that is against applicable law, including but not limited to violations of intellectual property rights and import and export control laws. Content related to the creation of adult or explicit content or content that relates to modeling or acting is prohibited. The Content must not contain any information enabling or requesting contact or payment outside of the Editing by Dawn Website.
3.1.4. The Client may be held legally responsible for damages suffered by other clients, Editing by Dawn or any third party as a result of legally actionable or defamatory Content posted within the Editing by Dawn Website.
3.1.5. Editing by Dawn is not legally responsible for any Content posted or made available on the Editing by Dawn Website by the Client, other clients, Experts or any third party. Editing by Dawn is not responsible for and does not monitor or censor Content for accuracy or reliability.
3.1.6. Editing by Dawn reserves the right to remove or restrict access to any Content posted or made available on the Editing by Dawn Website if Editing by Dawn considers such Content to be in violation of these Terms and Conditions or applicable law or if ordered to do so by a government authority or a competent court.
3.2. Access to the Editing by Dawn Website
3.2.1. In order to access the Editing by Dawn Website, the Client must create an Editing by Dawn account, through the Editing by Dawn Website (the “Editing by Dawn Client Account“).
3.2.2. Where the Client is a legal person, the Editing by Dawn Client Account must be opened in the name of the legal person, and the client information must be provided in respect of the legal person (not the natural person acting on behalf of the legal person).
3.2.3. The Client may not access or attempt to access the Editing by Dawn Website by any means other than the interface provided.
3.2.4. The Client may not use Content from the Editing by Dawn Website for any other purpose than the purpose for which it was made available and may not engage in any activity that interferes with or disrupts the functioning of the Editing by Dawn Website. This includes neither uploading nor attaching an invalid or malicious or unknown file or inserting any external links that may be malicious or unknown to the Client.
3.3. Identity and account security
3.3.1. Identity information related to an Editing by Dawn Client Account must be correct and verifiable. The Editing by Dawn Client Account must be used by only one person (being either an entity or a natural person), and each person is allowed to use only one Editing by Dawn Client Account.
3.3.2. Editing by Dawn reserves the right to validate Client information at any time. Editing by Dawn reserves the right, directly or indirectly through third parties, to make any inquiries necessary to validate the Client’s identity and confirm the Client’s ownership of the Client’s email address and/or financial instrument(s). Failure to provide such information is a breach of these Terms and Conditions.
3.3.3. Editing by Dawn is not responsible for ensuring and maintaining the secrecy and security of the Client’s password related to the Editing by Dawn Client Account. This is the Client’s sole responsibility. The Client agrees not to disclose the password to any third party and shall be solely responsible for any use of or action that is taken through the use of such password on the Editing by Dawn Website. The Client must notify the Editing by Dawn Support immediately if the Client suspects that the password has been lost or stolen (e-mail: support@Editing by Dawn.com).
- TERMS AND CONDITIONS RELATED TO A PROJECT
4.1. Statement of work
4.1.1. Prior to the commencement of a Project (as defined in Clause 4.1.2 below), the Client and Editing by Dawn must agree in writing on a specification and description of the relevant Project in a statement of work (HIRE ME) available on the Editing by Dawn Website. The agreed statement of work, supplemented and governed by these Terms and Conditions, are hereinafter referred to as the “SoW“.
4.1.2. The SoW shall describe in reasonable detail the services (including style, technology requirements, etc.) to be delivered by Editing by Dawn to the Client (the “Services“), the duration of the Project, milestones (if any), and other relevant information (all together with the Services referred to as the “Project“), and will be in the form of (i) a list of deliverables written in a single message in the Editing by Dawn Website “workroom“; or (ii) one or more documents attached to the Editing by Dawn Website “workroom“.
4.2. Estimating the price for a Project
4.2.1. Once a Project has been sufficiently defined and scoped in a SoW, Editing by Dawn will be able to provide an estimate of expected fees for completing the Project described in the SoW.
4.2.2. Whenever Editing by Dawn submits an estimate, this estimate will constitute the fixed price available to the Client.
4.2.3. Should the Client wish to move forward with the Project, the fixed price (following Clauses 4.2.2 above), will be the amount payable in USD by the Client to Editing by Dawn (the “Payment“).
4.3. Payment
4.3.1. Prior to Editing by Dawn commencing a Project, the Client shall transfer the Payment to Editing by Dawn via one of the available payment methods on the Editing by Dawn Website, with Editing by Dawn being the recipient and beneficiary of the funds.
4.3.2. Prior to Editing by Dawn commencing a Project, the Client must provide access to all materials to be edited or proofread.
4.3.3. Failing to do so may cause a delay in the work, and Editing by Dawn cannot be held responsible for missing the agreed upon deadline due to such delay.
4.4. Performance of the Service
4.4.1. Editing by Dawn undertakes to perform the Services set out in the SoW. The Services will be executed by Editing by Dawn directly to the Client. Failing to meet the requirements in the SoW may lead to a full or partial refund.
4.6.2. Any work that is not expressly written in the SoW will be considered out of scope. Requests to complete work that is deemed out of scope of the SoW are handled via the ‘additional tasks’ function on the Editing by Dawn Website and may result in additional payment(s) from the Client to Editing by Dawn.
4.7. Completion of a Project
4.7.1. Once a Project is finished, Editing by Dawn may request the Client to review the work and mark the Project as ‘complete’ on the Editing by Dawn Website in order to complete the Project.
4.7.2. The Client has seven calendar days to respond to the request and ask for modifications or ask for more time to review the work. Editing by Dawn reserves the right to mark a Project as ‘complete’.
4.8. Liability
4.8.1. The Client is liable for any direct loss incurred by Editing by Dawn under the general principles of US law for breaches of these Terms and Conditions, the SoW, and/or other written policies and procedures posted on the Editing by Dawn Website.
4.8.2. Editing by Dawn will not be liable for any loss incurred by the Client, unless due to gross negligence or willful misconduct, subject to the limitations set out in Clauses 4.8.3 below).
4.8.3. In no event will Editing by Dawn be liable for any consequential, special, incidental, exemplary, or indirect loss or litigation costs, damages, installation and removal costs, or loss of data, production, or profit. Editing by Dawn’s liability for any claim arising out of or in connection with these Terms and Conditions, the SoW and/or the Project shall not exceed USD 2,500. These limitations shall apply to any liability, arising from any cause of action whatsoever, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.
4.9. Term and termination
4.9.1. The term of a Project commences on the date of acceptance of the SoW and continues in effect until the earlier of its termination or completion.
4.9.2. Both the Client and Editing by Dawn may terminate a SoW at any time, with or without cause, effective immediately upon written notice to the other party.
4.9.3. Upon the Client’s termination of a SoW, the Client will not recover any payments made to Editing by Dawn unless (i) the termination is due to Editing by Dawn’s material breach of these Terms and Conditions and/or the SoW, or (ii) agreed upon with Editing by Dawn by following the procedure set out in the Procedures for Resolution of Controversies and Disputes.
4.9.4. Upon Editing by Dawn’s termination of a SoW or the Client’s termination due to Editing by Dawn’s material breach of these Terms and Conditions and/or the SoW, Editing by Dawn shall return payments related to the part of the Services which has not yet been completed, unless (i) the Client is entitled to recover a larger amount of the payments pursuant to the Procedures for Resolution of Controversies and Disputes, or (ii) the termination is due to the Client’s material breach of these Terms and Conditions and/or the SoW, in which case the Client will not recover any of the payments made.
4.10. Refund
4.12.1. The Client may be entitled to receive a full or partial refund if Editing by Dawn fails to meet the requirements in the SoW.
4.12.2. Determination of the amount of refund (if any) must be made by following the Procedures for Resolution of Controversies and Disputes.
4.12.3. By marking the Project as ‘complete’, the Client acknowledges that the Project was delivered in full accordance with the SoW, in which case the Client will not be entitled to receive a refund.
4.12.4. Further, if the SoW has deviated from the original agreed SoW and the Client refuses to pay for the additional work carried out, the Client will not be entitled to receive a refund.
4.12.5. The Client may receive two types of refund:
4.12.5.1. Partial refund: If the Project is partially done or meets the SoW only partially, Editing by Dawn may grant a partial refund to the Client by following the procedure set out in the Procedures for Resolution of Controversies and Disputes. When receiving a partial refund, the Client is required to delete any content related to the part of the Project which was the object of the partial refund from the Client’s Website(s), and the Client acknowledges that the Client will not have any rights, including but not limited to Intellectual Property Rights (as defined in Clause 4.14.1), over this work.
4.12.5.2. Full refund: Editing by Dawn may grant a full refund to the Client by following the procedure set out in the Procedures for Resolution of Controversies and Disputes, in which case the Client acknowledges that the Client will not have any rights, including but not limited to Intellectual Property Rights (as defined in Clause 4.14.1), over any of the work related to the Project. The Client will have seven (7) days to delete any content related to the Project from the Client’s Website(s). If the Client fails to do so, Editing by Dawn reserves the right to send DMCA takedown letters and report the violation to the hosting company and the major search engines and take any legal action it may deem necessary. The Client will relinquish the right to take any legal action against Editing by Dawn or the Expert pertaining to said content.
4.13. Breach
4.13.1. Without limiting Editing by Dawn’s other remedies, Editing by Dawn reserves the right, to suspend or terminate the Client’s Editing by Dawn Account and refuse to provide any further access to the Editing by Dawn Website, if (i) the Client breaches these Terms and Conditions, the SoW or other written policies and procedures posted on the Editing by Dawn Website; (ii) Editing by Dawn is unable to verify or authenticate information provided by the Client; or (iii) Editing by Dawn believes that the Client’s actions may cause legal liability for the Client, other clients, the Experts or Editing by Dawn. Once suspended or terminated, the Client may not continue to use the Editing by Dawn Website under a different account or re-register under a new account.
4.13.2. The Client’s breach of these Terms and Conditions, the SoW, and/or other written policies and procedures posted on the Editing by Dawn Website may be prosecuted to the fullest extent of the law and may result in additional penalties and/or sanctions.
Client Deliverables
4.14.4. The Client will provide Editing by Dawn with any information, documentation, material, etc. (the “Client Deliverables“) as necessary for the performance of the Services.
4.14.5. The Client reserves all rights, including but not limited to all intellectual property rights (if any), to the Client Deliverables.
4.14.6. The Client undertakes to ensure that the Client Deliverables are free of any third-party rights, including but not limited to intellectual property rights. Editing by Dawn cannot be held liable for the violation of such third-party rights in connection with the performance of the Services.
4.14.7. Should the performance of the Services require for Editing by Dawn to use any non-free pre-existing software, intellectual property or other information or material, etc. this must be approved by the Client. Any costs related to such use is not included in the fixed price calculated pursuant to Clause 4.2.
4.14.8. Editing by Dawn shall (i) on the 29th calendar day from completion of a Project or, (ii) immediately upon termination of a Project, return all Client Deliverables to the Client and further agree to destroy (a) all copies of Client Deliverables and (b) the work product, in or on Editing by Dawn’s premises, systems, or any other equipment otherwise under Editing by Dawn’s control.
4.15. Chargebacks
Once the Client has made a payment for a Project or an ‘additional task’, the Client agrees (i) to follow the procedure set out in the Procedures for Resolution of Controversies and Disputes and to be bound by its ruling and (ii) not to initiate a chargeback request with the card issuer.
4.16. Retainer projects
4.16.1. Services: A retainer project is a particular type of Project where Editing by Dawn undertakes to deliver services to the Client on an ongoing basis for a monthly pre-determined price. The services will be executed by Editing by Dawn directly to the Client. The services can be in the form of either a number of monthly hours or a predetermined work, which is to be specified in the SoW. A retainer project, as well as the SoW, are subject to the Terms and Conditions and other written policies and procedures posted on the Editing by Dawn Website subject to the adjustments set out in this Clause 4.16.
4.16.2. Billing period and payment: A retainer project is paid on a monthly basis. One retainer period corresponds to the duration of one month. A retainer project can start on any day of the month. The Client is to pay the monthly amount at the beginning of each retainer period. The Client will be automatically billed for each retainer period at the same day each subsequent month until the SoW is terminated. At the end of a retainer period, the Client’s payment will be considered non-refundable and any unused hours will not be carried over from one retainer period to the following.
4.16.3. Additional work: Any work that is deemed outside of the scope of the retainer project, as set out in the SoW, must be agreed upon in a separate SoW.
4.16.4. Client responsibilities: The Client understands that Editing by Dawn is not an employee of the Client and that the retainer project is a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. The Client understands that Editing by Dawn requires fair, realistic notice in order to attend to requests.
4.16.5. Term and termination of a retainer project: The term of a retainer project commences on the date of acceptance of the SoW and continues in effect until terminated. Both the Client and the Expert may terminate the SoW at any time, with or without cause, effective immediately upon written notice to the other party. Unless otherwise agreed in the SoW, (i) the Expert must continue to perform the Services for the remainder of the retainer period during which the SoW is terminated unless otherwise requested by the Client, and (ii) the Client will not be entitled to recover any payments made related to the retainer period during which the SoW is terminated. For the avoidance of doubt, the Client will not be charged for the retainer period that follows the retainer period during which the SoW was terminated.
4.17. Confidentiality
4.17.1. The Client and Editing by Dawn shall keep confidential any information received concerning Editing by Dawn’s, and the Client’s business, including the Editing by Dawn Website, the Project, and the Services (“Confidential Information“).
4.17.2. In addition, the Client and Editing by Dawn undertake to impose a similar duty of confidentiality on employees, independent contractors, and persons otherwise engaged by the Client and Editing by Dawn, respectively, who participate in the Projects.
4.17.3. The Client and Editing by Dawn further undertake not to use or disclose Confidential Information after the expiry of a Project. The duty of confidentiality shall apply as long as such information constitutes Confidential Information.
4.18. Ratings and Feedback
Editing by Dawn provides its feedback and rating system where clients may express their opinions publicly. Editing by Dawn does not monitor or censor these opinions or investigate any remarks posted by clients for accuracy or reliability. Editing by Dawn is not responsible for any feedback or comments posted on the Editing by Dawn Website, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback or manipulate an Expert by threatening with leaving negative feedback is a breach of these Terms and Conditions. Editing by Dawn reserves the right to delete ratings and feedback as Editing by Dawn considers appropriate.
- PERSONAL DATA
5.1. Processing of personal data about you
Please refer to our Privacy Policy
5.2. General
If Editing by Dawn processes personal data on behalf of the Client as part of the provision of Editing by Dawn’s services, such processing must be carried out in accordance with applicable data protection legislation and the terms set forth in the data processing clauses in Clause 5.3 below (the “Data Processing Clauses“).
- INDEMNIFICATION
6.1. The Client shall indemnify, hold harmless and defend Editing by Dawn and its subsidiaries, affiliates, officers, agents, employees, consultants, representatives and agents (each an “Indemnified Party” for purposes of this Clause 6) from any and all claims, damages, liabilities, costs, and expenses arising from or relating to any claim, judgment, or adjudication that any work product, Project, Services or action or omission by Editing by Dawn infringes intellectual property rights or other rights of any third party.
6.2. The Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to the Client’s use of the work product and/or Project.
- WARRANTY DISCLAIMER
EDITING BY DAWN MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, EDITING BY DAWN WEBSITE OR ANY ACTIVITIES OR ITEMS RELATED TO THE PROJECT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDITING BY DAWN DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- MISCELLANEOUS
8.1. Notices
Notices shall be given by (i) the Client to Editing by Dawn via email to info@editingbydawn.com (or to such other email address as Editing by Dawn may specify in writing) and (ii) Editing by Dawn to the Client by (a) a post on the Editing by Dawn Website or (b) email to the email address provided by the Client.
8.2. Changes to these Terms and Conditions
8.2.1. If required by applicable law or court order, Editing by Dawn may at any time and without prior notice make changes to these Terms and Conditions and other written policies and procedures posted on the Editing by Dawn Website.
8.2.2. Further, editorial changes to these Terms and Conditions and other written policies and procedures posted on the Editing by Dawn Website may be made by Editing by Dawn at any time and without prior notice.
8.2.3. Other changes to these Terms and Conditions and other written policies and procedures posted on the Editing by Dawn Website than as set out in Clauses 8.2.1 and 8.2.2 must be made with 1 month’s prior written notice to the Client.
8.3. No Waiver of rights
The failure or delay of either party to exercise or enforce any right or claim in these Terms and Conditions does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
8.4. Transfer
The Client may not transfer any of its rights or obligations under the SoW and/or these Terms and Conditions, without Editing by Dawn’s prior written consent by a duly authorized representative of Editing by Dawn.
8.5. Severability
If any provision of these Terms and Conditions is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of these Terms and Conditions and the provision in question shall be modified by the court so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible.
8.6. Dealing with controversy or a dispute
In case a controversy or a dispute related to a Project, SoW, these Terms and Conditions and/or other written policies and procedures posted on the Editing by Dawn Website should arise between the Client and Editing by Dawn, the Client and Editing by Dawn agree to engage in discussions in good faith in order to try to resolve the controversy or dispute. Further, the Client expressly agrees to follow the procedure set out in the Procedures for Resolution of Controversies and Disputes and to be bound by the ruling.
8.7. Governing Law and venue
8.7.1. These Terms and Conditions, the SoW, and other written policies and procedures posted on the Editing by Dawn Website shall be governed by and construed in accordance with the laws of the United States of America, save for those rules under New York State law which may lead to the application of the laws of another jurisdiction than federal. Any disagreement or dispute between the parties relating to these Terms and Conditions, the SoW, and other written policies and procedures posted on the Editing by Dawn Website shall be settled by the appropriate Court.
8.7.2. Notwithstanding this Clause, either party shall be entitled to seek interlocutory remedies such as an injunction, attachment, etc. with any law court of competent jurisdiction.