Contractor Terms

Writer & Proofreader Terms and Conditions

Terms Last Updated December 7, 2022

The following document is a binding Terms and Conditions document which creates legal duties and responsibilities for all Writers, Editors, and any other independent contractors (collectively “Contractors”) of WordAgents, Inc. (“WordAgents”).

By utilizing, accessing, or visiting the WordAgents platform, website, or services in any way (from time to time we collectively call these our “Services” in the Terms and Conditions), an individual, and any entity that the individual represents, agrees to these Terms and Conditions.

These Terms and Conditions replace any former contracts, whether verbal or written, between WordAgents and any Contractor. These Terms and Conditions may be updated from time to time, at WordAgents’ sole and absolute discretion, with or without formal notice.

Contractors are encouraged to check this page for the latest updated version, which will be posted at the top of the page, in order to ensure that they are aware of and are following the latest Terms and Conditions.

What Is WordAgents All About?

WordAgents is an content writing service that specializes in search engine optimized (“SEO”) content.

As part of our content writing service, we create a variety of written content types such as blog posts, how-to articles and guides, website content, eCommerce content, as well as various types of SEO content.

Beyond our core service, we offer an array of add-on services that our clients may request or need throughout the course of their content creation efforts. These services currently include SEO optimization via third-party tools, image sourcing, publishing on WordPress, and content briefs as-a-service.

Who Does WordAgents Serve?

WordAgents provides content writing services to a wide variety of clients on an ongoing basis. Our most frequent clients include digital marketing agencies, publishers, eCommerce brands, affiliate marketers, and consultants.

How Does WordAgents Work With Freelance Writers?

WordAgents hires freelance writers to complete gigs through our WordAgents.com platform.

Writing with WordAgents is great for beginners and seasoned professionals alike, because we offer a vast variety of assignments across a number of different industries and niches on a consistent basis. We have a substantial talent pool of freelance writers who have worked with us for many years now!

We’re always looking for eager and available writers to take on assignments on our platform! We have received consistent feedback that there is something for every writer on the WordAgents.com platform!

How Do I Become a Writer with WordAgents?

WordAgents has a well-established, industry leading onboarding process that prospective freelance writing talent goes through in order to join the ranks of our team! Following this onboarding process is required for anyone who wishes to be a freelance writer with WordAgents (one of our “Writers”)

  1. In order to be considered a WordAgents Writer, you will have to fill out an application using our talent portal or apply through the job applications that we have posted on a variety of major freelance websites and platforms
    1. Your application will typically include a copy of your resume, driver’s license, contact information, as well as a link to a portfolio of work or sample written pieces for our review.
  2. Once you have submitted your application, you will receive a response back from our team asking for any follow-up information or points of clarification which we have determined are needed before we can either reject or accept your application.
  3. If accepted to join the WordAgents platform, you will receive an email from our talent team providing instructions on how to get started. All new WordAgents Writers go through our cadet program and work for the first sixteen (16) weeks as “Cadets.” We have designed the WordAgents Cadet Program to help us ensure that our expectations with each another are aligned.

Onboarding with As A New WordAgents Writer

When you’re invited to join the WordAgents.com platform, you’ll join the ranks of other freelance writers who have successfully gone through our platform’s unique and proprietary onboarding process. This process is in place to ensure that new Writers are able to meet the specific demands and requirements of the assignments/gigs that are available through our platform.

Once you join the WordAgents.com platform, you’ll go through four (4) stages of our onboarding process that take place over a 16-week period. These allow us to evaluate your abilities and skills as they relate to the specific assignments/gigs that are available through the WordAgents platform.

Below are the stages of growth at WordAgents along with key performance indicators (“KPIs”) that you are required to meet in order to progress through each stage during your initial 16 weeks on our platform:

Stage 1 Writing Team

  • Specific assignments are provided to Stage 1 Writers by WordAgents.
  • Stage 1 Writers need to produce three (3) 1,000 word articles over the course of one (1) month.
  • They will receive one (1) article per week for three (3) consecutive weeks.
  • Week 4 is used for evaluation and feedback.

KPIs for Stage 1

  • Acceptance of article assignment within twenty-four (24) hours of the request at least two (2) times.
  • Delivery by the stated deadline at least two (2) times.
  • Receive zero (0) TRWS.
  • Receive one (1) or fewer Client Revision Requests (CR).
  • During Stage 1, three (3) total assignments must be completed (one per week).

Stage 2 Writing Team

  •  Specific assignments are provided to Stage 2 Writers by WordAgents.
  • Stage 2 Writers need to produce three (3) 1,500 word articles over the course of one (1) month.
  • They will receive one (1) article per week for three (3) consecutive weeks.
  • Week 4 is used for evaluation and feedback.

KPIs for Stage 2

  • Acceptance of article assignment within twenty-four (24) hours of the request for all assignments.
  • Delivery by the stated deadline on all assignments.
  • Receive one (1) TRW or less.
  • Receive one (1) or fewer Client Revision Requests (CR).
  • During Stage 2, three (3) total assignments must be completed (one per week).

Stage 3 Writing Team

  • Stage 3 Writers will be able to choose assignments from our unique Self-Serve Platform.
  • Stage 3 Writers need to produce 2500-3000 words per week over the course of one (1) month.

KPIs for Stage 3

  • Writers should not drop any assignments once selected from the WordAgentsthe Self-Serve Platform.
  • Delivery must be made by the stated deadline on all assignments.
  • Receive one (1) TRW or less.
  • Receive one (1) or fewer Client Revision Requests (CR).
  • During Stage 3, at least four (4) total assignments must be completed (one per week).

Stage 4 Writing Team

  • Stage 4 Writers will be able to choose assignments from our unique Self-Serve Platform.
  • Stage 4 Writers need to produce 5,000 words per week over the course of one (1) month.

KPIs for Stage 4

  • Writers should not drop any assignments once selected from the Self-Serve Platform.
  • Delivery must be made by the stated deadline on all assignments.
  • Receive (one) 1 TRW or less.
  • Receive one (1) or fewer Client Revision Requests (CR).
  • During Stage 4, at least five (5) total assignments must be completed.

Standard Writing Team

The Standard Writing Team is composed of Writers who have graduated from the Word Agents Cadet Program and who are able to consistently guarantee that they can produce at least 5,000 words per week at minimum while satisfying our standard quality metrics. If you are able to achieve this metric, you will continue to remain on the Standard Writing Team. The Standard Writing Team includes a self-serve component.

The following expectations are placed on all Writers on the Standard Writing Team:

  • Production of writings of at least 5,000 words per week. This can be one (1) project or several projects that collectively add up to 5,000 words.
  • Any assignment assigned manually must be either accepted or rejected within twenty-four (24) hours.
  • Any assignments picked up via the Self-Serve Platform may not be dropped.
  • No plagiarism is permitted.
  • No machine-generated or A.I. writing is allowed.
  • Writing must exhibit perfect spelling and grammar.
  • Writing must include factually correct, complete, and up-to-date information.
  • Writing must meet all requirements outlined in the project instructions and client briefs we provide.

Performance Review Team

The Performance Review Team is composed of existing Writers and new Writers who need help improving work submitted to WordAgents as a work-product. This team has stages that each Writer is required to work through during a four (4)-week period of time in order to be eligible to move back to either onto the Standard Writing Team or the Reserves Writer Team (described more below), as determined by WordAgents. Each of the stages includes specific goals/metrics.. A Writer will be required to complete a Performance Review if WordAgents has identified a drop in the quality of your work product. Successful completion of a Performance Review will result in your reinstatement to the Standard Writing Team, subject to WordAgents’ discretion.

Stage 1 PRT (1 Week)

  • Writers must produce a single 1,000-word article that is manually assigned by WordAgents.
  • The article must be accepted within twenty-four (24) hours of assignment, be delivered on time, and must not have a TRW or CR.

Stage 2 PRT (1 Week)

  • Writers must produce a single 1,500-word article that is manually assigned by WordAgents. The article must be accepted within twenty-four (24) hours of assignment, be delivered on time, and must not have a TRW or CR.

Stage 3 PRT (1 Week)

  • Writers must produce 3,000 words over the course of one (1) week.
  • Writers may work on multiple articles (one at a time) that add-up to 3,000 words over the course of the week.
  • Writers will select assignments from the Self-Serve Platform.
  • Writers may not drop assignments once selected from the Self-Serve Platform.
  • The article(s) must be delivered on time.
  • There may be zero (0) TRW requests.
  • One (1) “no fault” CR is permitted.

Stage 4 PRT (1 Week)

  • Writers must produce 5,000 words over the course of one (1) week.
  • Writers may work on multiple articles (one at a time) that add-up to 5,000 words over the course of the week.
  • Writers will select assignments from the Self-Serve Platform.
  • Writers may not drop assignments once selected from the Self-Serve Platform.
  • The article(s) must be delivered on time.
  • There may be zero (0) TRW requests.
  • One (1) “no fault” CR is permitted.

Reserves Writing Team

The Reserves Writing Team is composed of existing Writers that are able to hit our quality metrics, but are unable to produce the level of minimum word volume that is expected of our Standard Writing Team. You will be able to login to the WordAgents platform and self-serve one (1) article up to a specific length (1500 words) at a time. Once you complete that article, you will be eligible to pick-up another article at your leisure. This eliminates the pressure of having to meet a specific word volume count and sacrifice your quality at the same time. We expect writers to hit all KPIs without issue one hundred percent (100%) of the time in exchange for this commitment flexibility.

Using the WordAgents Platform as a Writer

By accepting and entering into the WordAgents platform as a freelance writer, all Writers agree to abide by all of the Terms and Conditions outlined on this page as well as those of the WordAgents standard Terms of Use, Customer Terms & Guarantees, and Privacy Policy.

Removal from WordAgents Platform as a Writer

Writers can request that they be removed from the WordAgents platform at any time. Writers are responsible for notifying WordAgents of their request to be removed from the platform, and WordAgents will comply with removing your account and deactivating credentials to the platform promptly.

Writers may also be removed from the WordAgents platform at any time at the sole discretion of WordAgents, including but not limited to removal for the following reasons:

  • Poor performance on your respective writing team based on the specific KPIs outlined and expected by WordAgents.
  • Consistent negative feedback from clients on written assignments.
  • Improper use or abuse of the WordAgents platform.
  • Inappropriate conduct with WordAgents internal team members.

Writing at WordAgents

The Writer agrees to render services including but not limited to the following:

  • Creation of original and plagiarism-free content according to provided project briefs and instructions.
  • Content revisions when requested by WordAgents or a client.
  • Topical research to ensure up-to-date, complete, and factually-correct information.
  • Such other related duties and tasks as reasonably requested by WordAgents from time to time.

Writer represents and warrants that providing such services to WordAgents is strictly voluntary and that there is no promise or expectation that Writer is, should, or will be at any time an employee of WordAgents. As such, any agreement between the WordAgents and the writer is “at-will” which means that agreements, if any, between WordAgents and the Writer can be terminated at any time by either party. After termination by either of the parties, neither party will have any obligations to the other than the Writer’s obligation of non-disclosure of WordAgent’s proprietary and confidential information (collectively the “Confidential Information”) (and any other post termination obligations set forth in these Terms and Conditions). The Writer shall keep the Confidential Information confidential at all times, unless compelled by subpoena, warrant, court order or other document with the force of law to disclose such Confidential Information.

Furthermore, the Writer warrants and represents that any scheduling or discussions about the place, time, or manner of work is strictly a matter of courtesy and convenience being extended to the Writer by WordAgents and such may not be interpreted to create any contractual or other legal obligations for WordAgents and do not establish any employee/employer relationship between the parties.

Payment of Writers by WordAgents

For the purposes of tax classification and for certain other legal purposes, Writers on the WordAgents platform are classified as 1099 contractors.

The payment of fees and expenses to any Writer is contingent upon timely and full performance of services to WordAgents. The Writer warrants and represents to provide services to the best of their ability.

The fees may be subject to applicable tax withholding laws. The Writer will not be entitled to any royalties, residual payments or any other payments arising out of the services.

In no event shall WordAgents be responsible for any of the Writer’s operational costs of operations (including, without limitation, Writer’s payment processing or bank fees). It is your explicit responsibility to claim, maintain, and pay your own individualized taxes.

WordAgents makes payments to its Writers on a bi-weekly basis via its internal payment platform and via direct deposit to your bank account, which you are required to provide as part of the onboarding process. You are responsible for maintaining a working payment method, and at no time will WordAgents be responsible or liable if the method you provide for payment is not accurate or up-to-date.

Payments to Writers are generally issued on the 10th and 25th of the month for work completed in arrears. What this means is that you are paid for work after it has been accepted, approved, and delivered to our clients.

For example:

Your completed work between August 1st and August 15th,  is generally paid for on August 25th.
Your completed work between August 16th and August 31st, is generally paid for on September 10.

*These are just examples above and actual pay-out dates are subject to change with notice by WordAgents. Additionally, occasional holidays or bank closures may affect payment times slightly.*

**Writers will not be paid for total-rewrites that are deemed by WordAgents to be required. **

***Further, all payments will be deemed final and paid in full unless the writer notifies WordAgents of the details of any claimed accounting error within fifteen (15) days of the date appearing on the WordAgents issued payment. ***

Writer Rates of Pay

Writers are paid the following rates for writing for WordAgents:

  • $0.03/per word for standard writing.
  • $0.033/per word for writing that requires optimization with a content grader.

The assignments will be designated either standard or search engine optimized writing.

Please take note of the following:

*Rates are calculated based upon Company advisement of per-project word count. Words in excess of the specified word count requested are not billable. *

**Rates are subject to change with notice by the Company. **

***Further, all payments will be deemed final and paid in full unless the writer notifies WordAgents of the details of the claimed accounting error within fifteen (15) days of the date appearing on the WordAgents issued payment. ***

Freelance Editors at WordAgents

We provide our editors at WordAgents (“Editors”) with access to assignments/gigs that are written by our large talent pool of independent freelance Writers.

Editing with WordAgents is great for seasoned editorial professionals or writers looking to take their passion for writing to the next level. We offer a vast variety of assignments/gigs across a variety of different industries and niches on a consistent basis.

How Do I Become an Editor with WordAgents?

  • In order to be considered a WordAgents Editor, you will have to fill out an application using our talent portal or apply through the job applications that we have posted on a variety of major freelance websites and platforms.
    1. Your application will typically include a copy of your resume, driver’s license, contact information, as well as a link to a portfolio of work or sample written or edited pieces for our review.
  • Once you have submitted your application, you will receive a response back from our team asking for any follow-up information or points of clarification which we have determined are needed before we can either reject or accept your application.
  • If accepted to join the WordAgents platform, you will receive an email from our team providing instructions on how to get started. All new Editors go through a basic onboarding process, which we have designed to help us ensure that our expectations with each another are aligned.

Using the WordAgents Platform as an Editor

By accepting and entering into the WordAgents platform as an Editor, all Editors agree to abide by all of the Terms and Conditions outlined on this page as well as those of the WordAgents standard Terms of Use, Customer Terms & Guarantees, and Privacy Policy.

Editing at WordAgents

The Editor agrees to render services including but not limited to the following:

  • Creation of original and plagiarism-free content.
  • Content revisions (including general editing duties, reviewing of onboarding materials, and proofreading).
  • Topical research.
  • Such other related duties and tasks as reasonably requested by WordAgents from time to time.

The Editor represents and warrants that providing such services to Company is strictly voluntary and that there is no promise or expectation that Editor is, should, or will be at any time an employee of WordAgents. As such, any agreement between WordAgents and the Proofreader is “at-will,” which means that agreements, if any, between WordAgents and the Editor can be terminated at any time by either party. After termination by either of the parties, neither party will have any obligations to the other than the Editor’s obligation of non-disclosure of the WordAgent’s Confidential Information (and any other post termination obligations set forth in these Terms and Conditions). The Editor shall keep the Confidential Information confidential at all times, unless compelled by subpoena, warrant, court order or other document with the force of law to disclose such Confidential Information.

Furthermore, Editor warrants and represents that any scheduling or discussions about the place, time, or manner of work is strictly a matter of courtesy and convenience being extended to the Editor by WordAgents, and such may not be interpreted to create any contractual or other legal obligations for WordAgents, and do not establish any employee/employer relationship between the parties.

How Editors are Paid by WordAgents

For the purposes of tax classification and for certain other legal purposes, Editors on the WordAgents platform are classified as 1099 contractors.

The payment of the fees and expenses is contingent upon timely and full performance of services to WordAgents. The Editor warrants and represents to provide services to the best of their ability.

The fees may be subject to applicable tax withholding laws. The Editor will not be entitled to any royalties, residual payments or any other payments arising out of the services.

In no event shall WordAgents bee responsible for any of Editor’s operational costs (including, without limitation, Editor’s payment processing or bank fees). It is your explicit responsibility to claim, maintain, and pay your own individualized taxes.

Timesheets will be generated automatically based upon time tracking reports. Time must be documented automatically, not via manual entry. WordAgents reserve the right to approve or reject manual time requests that do not adhere to WordAgent’s time tracking requirements.

We make payments to our Editors on a bi-weekly basis via our internal payment platform and via direct deposit to your bank account, which you are required to provide as part of the onboarding process. You are responsible for maintaining a working payment method, and at no time will WordAgents be responsible or liable if the method you provide for payment is not accurate or up-to-date. Payments to proofreaders are generally issued on the 10th and 25th of the month for work completed in arrears. What this means is that you are paid for work after it has been accepted, approved, and delivered to our clients.

For example:

Your completed work between August 1st and August 15th, is generally paid for on August 25th.
Your completed work between August 16th and August 31st, is generally paid for on September 10th.

*These are just examples above and actual pay-out dates are subject to change with notice by WordAgents. Additionally, occasional holidays or bank closures may affect payment times slightly.*

**Further, all payments will be deemed final and paid in full unless the Editor notifies WordAgents of the details of the claimed accounting error within fifteen (15) days of the date appearing on the WordAgents issued payment. **

Editor Rates of Pay

The Editors are paid on a pre-negotiated hourly basis by WordAgents upon successful invitation to our platform.

Editor fees are calculated based upon an Editor’s ability to edit at a minimum level of 2500 words per hour with a minimum amount of roughly 37,500 words per week. (This approximates to around 15 hours per work.)

Editors that do not meet the minimum 2500 words per hour minimum are paid at a rate of $0.003 per word in total for the amount of words that they edited on a weekly basis.

**Rates are subject to change with notice by the Company.**

***Further, all payments will be deemed final and paid in full unless the writer notifies WordAgents of the details of the claimed accounting error within fifteen (7) days of the date appearing on the WordAgents issued payment.***

WordAgents Specific Terminology & Definitions

TRW (Total-Rewrites)

WordAgents from time to time will deem an article written by a Writer to need to be completely re-written. When a total rewrite occurs, the Writer is notified by WordAgents and the Writer is not paid for the article written.

A TRW may be deemed necessary under conditions including but not limited to if the article in question.

  • Contains no content at all or is an empty doc.
  • Ignores the client’s briefing requirements.
  • Addresses the wrong brief or subject.
  • Lacks any links but contains quotes, stats, or specific claims (legal, medical, etc.).
  • Excessively exceeds a required word count.
  • Has a low Grammarly score (low 70s or under).
  • Reads poorly/has an excessive amount of errors.
  • Contains 15% or more Copyscape matches that clearly indicate plagiarism (beyond keyword/client-requested header matches).
  • Contains any amount of Copyscape matches and has spun content, where any or all sections of the plagiarized article are present in the submitted article with the same meaning but different words.
  • Falls far below the requested word count.

CR (Client Revisions)
WordAgent’s client revision policy listed in our customer terms and guarantees section states: “WordAgents provides up to two (2) reasonable revisions per document ordered. Each revision will be returned within three (3) working days from when our team receives the revision request. Revisions must be requested within three (3) days of the original delivery date of the article, otherwise, the order will be marked as completed.”

There are two (2) types of revisions that fall under the umbrella of a CR for WordAgents which include:

No Fault Revision – This is a revision where a client is looking for us to phrase information in a way that better meets the expectations laid out in a client’s content brief.

Revision for Fault – This type of revision is meant but not limited to correcting accidental factual inaccuracies in an article delivered to the client.

Revisions are handled on a case-by-case basis internally by WordAgents.

The following legal terms and conditions are applicable to all Writers, Editors, and any other independent contractors of WordAgents, known collectively as the Contractors.

Status of Contractors and and WordAgents

  • It is expressly understood and agreed that in performance of services to WordAgents, all Contractors shall at all times be independent contractors (1099) with respect to WordAgents and no Contractor nor any of the Contractor’s agents, employees, partners, or assigns shall be considered an agent, employee, partner or assign of WordAgents.
  • Further, it is understood and agreed by and between WordAgents and all Contractors that nothing contained herein shall be construed to create a joint venture, partnership, association or other affiliation or like relationship between the parties. It is specifically agreed that this relationship is and shall remain that of independent parties.
  • Neither Contractor nor any of Contractor’s agents, employees, or assigns shall be eligible to participate in any employee benefit plan or program, fringe benefit plan or program, or insurance plan or program, of any kind maintained by WordAgents (or any of its affiliates) in connection with the performance of services.
  • Contractor agrees that even if a court or government agency determines that WordAgents and Contractor or any of Contractor’s agents, employees or assigns have had a common-law employer-employee relationship, Contractor, and all of Contractor’s agents, employees and assigns still will be bound by these Terms and Conditions and will not be entitled to receive from WordAgents, or have WordAgents provide on their behalf, any different or additional pay, or any benefits, insurance coverage, tax payments, or withholdings, or compensation of any kind related to their performance of services under these Terms and Conditions
  • Contractor shall be directly responsible for all costs of self-employment, including federal, state, and local income tax payments. The Contractor also shall be directly responsible for all returns and reports required by any governmental body, including charges or premiums for F.I.C.A., workers compensation insurance, unemployment insurance, and other taxes (including penalties and interest).
  • Contractor shall not receive any training from WordAgents in the professional skills necessary to perform the services per these Terms and Conditions. Resources made available by the WordAgents do not constitute employee training.
  • Contractor has the right to perform services for others concurrently while providing services to WordAgents.

Additional Contractor Representations

  • Contractor is in no way prohibited from providing services to WordAgents;
  • Contractor has the requisite experience, ability, and legal ability to render their services;
  • Contractor will perform their services completely, correctly, and in accordance with all professional standards applicable to the services being performed, including standards relating to timeliness, diligence, and efficiency;
  • Contractor will perform their services entirely independently of any additional support, services or supervision of any third party;
  • Contractor will abide by all laws, rules and regulations which are applicable to their performance of services; and
  • Contractor will not violate or in any way infringe any patent, trademark, copyright or other proprietary right or interest of any third party in the performance of services.

Indemnification; Limitation of Liability

  • Contractor shall indemnify, defend and hold harmless WordAgents and its affiliates, subsidiaries, members, managers, officers, employees and agents from any and all liability, claims, demands or causes of action, arising out of or resulting from any act, omission or commission on the part of Contractor or Contractor’s officers, agents, employees, partners, or assigns.
  • Contractor shall indemnify WordAgents against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, and income (or similar) applicable tax laws with respect to services performed under these Terms and Conditions
  • The indemnification provisions of this section shall survive the termination of Contractor’s services.
  • In no event will WordAgents be liable to Contractor or any third party for any loss of profits, loss of revenue, loss of goodwill, loss of data, or for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with these Terms and Conditions, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if a party has been advised or is otherwise aware of the possibility of such damages. In no event will WordAgent’s total liability arising out of or related to these Terms and Conditions exceed the aggregate of the amounts paid by WordAgents to Contractor during the six (6) months preceding such claim. Multiple claims will not expand this limitation. The foregoing disclaimers will apply to the maximum extent permitted by applicable law. Notwithstanding any statute or law that contains a longer statute of limitations, any claim or cause of action against WordAgents arising out of or related to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arises or be forever barred.

WordAgents Anti-Plagiarism Policy

WordAgents takes plagiarism very seriously, because we know how damaging it can be to a brand and to the integrity of an original work. We check for plagiarism at several stages before content ever gets to our customers. As a Contractor, you agree to provide your further consent to our plagiarism pledge,, to undergo and pass a rigorous plagiarism test, and to prove whenever requested or required that you have cited all sources properly and thoroughly in your work. WordAgents employs a strict no-tolerance policy with regard to plagiarism, and any Contractor who violates our Anti-Plagiarism Policy shall be considered to be in material breach of these Terms and Conditions, and shall be removed from working with WordAgents.

Ownership of Content Produced for WordAgents

The work product produced during the course of providing services to WordAgents will be the sole and exclusive property of either WordAgents or its clients, under separate agreements between WordAgents and the Clients, as applicable (“Work Product“).

All intellectual property, including without limitation all patent, copyright, trademark, and trade secret rights in anything created or developed by or at the direction of writer for WordAgents pursuant to the terms of this document (hereinafter “Intellectual Property“) is to be considered a commissioned or specially ordered work made for hire.

WordAgents shall exclusively own all intellectual property rights embodied in or pertaining to all Work Product developed by any Contractor pursuant to these Terms and Conditions.Where title to any such works may not vest in WordAgents by operation of law or such creation may not be considered a work made for hire, the Contractor, with full right, power, and authority, irrevocably assigns, grants, and conveys all intellectual property to WordAgents in perpetuity.

The Contractor also expressly waives any moral rights or droit moral that might otherwise exist in any intellectual property produced pursuant to these Terms and Conditions. WordAgents will be free to use and disclose the Work Product and any related Intellectual Property, including without limitation, assigning such Work Product or Intellectual Property to WordAgents clients or others, without any continuing or newly arising obligations to any Contractor.

Contractor will, at all times perform, at WordAgents request and expense, any act which they can reasonably perform, for the purposes of assigning or otherwise vesting title to such Work Product or Intellectual Property in WordAgents or WordAgents’ designated assigns; and will execute any and all patent and copyright applications and other documents required by WordAgents or WordAgents’ assigns to obtain legal protection for such Work Product or other Intellectual Property.

Contractor warrants and represents that Contractor will not use, or permit anyone else to use, the Work Product or Intellectual Property without first obtaining prior written permission from WordAgents.

Confidentiality; Non-Solicitation; Non-Disparagement

  • Contractor covenants to hold as strictly confidential and not to reveal to nor to use for the benefit of any third party (nor for the Contractor’s own benefit) all information obtained by the Contractor about WordAgents and its operations, contractors, employees, clients and other service providers (such being the Confidential Information).
  • Immediately upon the completion of services rendered to WordAgents, termination of the relationship between the WordAgents and the Contractor or upon WordAgent’s request, whichever shall occur first, Contractor shall return all Confidential Information furnished or made available by or through WordAgents and shall not retain any copy thereof.
  • While the services to WordAgents and after the completion of providing the services, and for a period of two (2) years after the service provision of services has ended (the “Restricted Period”), Contractor shall not, directly or indirectly, on Contractor’s own behalf or on behalf of others, either:
    1. solicit, recruit or attempt to persuade any person to terminate such person’s employment with or services to WordAgents, whether or not such person is a full-time employee or service provider and whether or not such employment or service is pursuant to a written agreement or otherwise;
    2. call upon, solicit, advise or otherwise do, or attempt to do, business with, or accept business from, any current or prospective client or customer of WordAgents, without regard to whether Contractor works (or worked) directly with such client or customer or such client or customer is (or was) otherwise known to Contractor during the Restricted Period, in each case with respect to any products or services that are competitive with the products or services offered by WordAgents; or
    3. induce or attempt to induce any client, customer, supplier, vendor or other business relation of WordAgent’s to cease doing business with WordAgents, or in any way interfere with the relationship between any such client, customer, supplier, vendor or other business relation and WordAgents.
  • Contractor covenants that Contractor will not, directly or indirectly, on Contractor’s own behalf or on behalf of others, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media such as Facebook, LinkedIn, Glassdoor, Twitter, or TikTok, or any other form or channel of communication, disparage, defame, impugn, damage or assail the reputation, or cause or tend to cause the recipient of the published statement to question the business condition, integrity, competence, good character, professionalism, or product quality of WordAgents or any of its current or former directors, officers, employees, independent contractors, agents, other representatives, or clients, or WordAgents’ services, products or business practices, as applicable, except to the extent required by a subpoena issued by a court of competent jurisdiction or as required by law or order of the court.

Injunctive relief

Contractor agrees that damages would be an inadequate remedy for a breach of the terms of these Terms and Conditions and that WordAgents thus shall be entitled to enforce any of the terms herein by an action for specific performance or for injunctive relief or both (without the necessity of posting a bond), in addition to any monetary relief (including without limitation collection costs and reasonable attorneys’ fees) or other relief available at law or in equity. The Contractor agrees that entry of a restraining order or injunction would be appropriate until a final resolution of any dispute, and therefore waives any claim relating to entry of such order.

Amendment; Waiver; Headlines

The amendment or waiver of any provision of these Terms and Conditions is deemed to be effective immediately upon posting by WordAgents. The failure of a party to insist upon strict adherence to any term of these Terms and Conditions on any occasion shall not be considered a waiver thereof nor deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of these Terms and Conditions. Headlines used in these Terms and Conditions are for convenience only, and do not have any independent legal effect or significance, nor do they alter the obligations of the parties.

Severability

If any provision of these Terms and Conditions shall be deemed unenforceable, such as by a court of competent jurisdiction, then such provision shall be construed in a manner that is enforceable and most closely represents the original intention of the concerned parties. If such provision cannot be so construed, it shall be eliminated from these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect.

Assignment

This document shall be binding on and inure to the benefit of the parties hereto and their successors and assigns. If any such assignment or delegation results in goods or services that are incomplete or nonconforming, WordAgents will have the right to immediately terminate the relationship between the Contractor and itself and/or withhold payment, in addition to any other rights or remedies it may have pursuant to these Terms and Conditions. The Contractor shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms and Conditions without the prior written consent of WordAgents.

Notice of Termination

The terms of these Terms and Conditions form an “at-will” independent contractor relationship between WordAgents and Contractor; meaning the relationship may be terminated at any time by either party. WordAgents reserves the right to terminate such relationship for any reason or no reason subject to its sole and absolute discretion; however, and without limiting WordAgents’ discretion in this regard, reasons for termination by WordAgents may include the following:

  • Insufficient progress in meeting WordAgen’ts quality goals.
  • Lack of communication in conveying deliverables timelines.
  • Failure to perform services as requested.
  • Behavior deemed by WordAgents to be unprofessional.
  • Client disintermediation (“poaching”).
  • Fluctuation in business needs.
  • Misuse of WordAgents Intellectual Property.

Terminations are valid as issued via email message by WordAgents. Likewise, Contractors may resign via email message at-will. In the event of termination, any post termination obligations of the Contractor shall continue for such durations as set forth in these Terms and Conditions.

Governing Law; Jurisdiction; Venue

These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, regardless of principles of conflicts of laws that may require the application of the laws of another jurisdiction. The parties agree to submit to the exclusive jurisdiction of any state or federal court located within Suffolk County, New York, and further agree that all actions or proceedings relating to these Terms and Conditions shall be litigated in such courts, and further waive any objection based on improper venue or inconvenient forum to the conduct of any such action or proceeding in such court.

The rights and remedies provided under these Terms and Conditions shall not be exclusive and are in addition to any other rights and remedies available at law or in equity. Failure or delay on the part of either party to exercise any right or power or privilege hereunder shall not operate as a waiver thereof. Each party hereby irrevocably waives its right to a jury trial in connection with any dispute arising from or in connection with these Terms and Conditions

Complete Document; Full Integration as to Prior Documents

These Terms and Conditions are a complete agreement of the parties hereto concerning the subject matter hereof and supersede any such prior agreements, arrangements, or understandings (whether written or oral) with respect thereto. Specifically, these Terms and Conditions operate as a terms and conditions document to which any Writer, Editor, or other Contractor of WordAgents agrees to and accepts, in its present form, or in any subsequent amended form, by virtue of using, accessing, or visiting the platform, website, app, or services provided by or through WordAgents. As such, any written or verbal contracts between any Writer, Editor, or other Contractor of WordAgents are replaced and superseded by this document as of the date of its most recent publication.