THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE INDIAN CONTRACT ACT, 1872, THE INFORMATION TECHNOLOGY ACT 2000, THE RULES MADE THEREUNDER, AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS OTHER STATUTES, AS AMENDED. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

BY AGREEING TO PAY, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

IN THE EVENT IF YOU ARE REPRESENTING A BODY INCORPORATE (DEFINED UNDER THE COMPANIES ACT 2013), KINDLY ENSURE THAT YOU HAVE BEEN AUTHORISED OR HAVE OBTAINED NECESSARY APPROVALS FROM SUCH BODY CORPORATE TO ENTER INTO THIS AGREEMENT AND BIND THE BODY INCORPORATE. PLEASE DO NOT ACCEPT THE TERMS AND CONDITIONS UNLESS AND UNTIL YOU ARE AUTHORISED TO BIND THE BODY INCORPORATE.

In case if you have any further query in relation to the terms and conditions of the Agreement, please feel free to reach out to us at writetous@wordwise.one

SERVICES AGREEMENT

This Services Agreement is executed between WordWise Language Labs LLP, a company registered under the Companies Act 2013, and having its registered office address at #77, Heggosu, Sagara, Shivamogga, Karnataka, India – 577417 and having its corporate office address at C4, Majesty Block, Santara Magan Place 2, Hulimavu – 560076 (hereinafter referred to as the “WordWise Language Labs LLP,” and you (as an individual or representing a Body Incorporate), who intends to avail services from WordWise Language Labs (“Customer”) which is made available at WordWise Language Labs’s portal which is made available by WordWise Language Labs at business@wordwise.one

The Customer and WordWise Language Labs shall be individually referred to as the “Party” and collectively as the “Parties.”

WHEREAS, WordWise Language Labs is involved in the business of providing content creation services which are in text, design or translation of language and also includes, without limitation the services such as blogs, articles, webpages, website content, press releases, internal communication content, curriculum and academic content, copywriting, social media content, e-books, whitepapers, translations of languages, etc. for various clients.

AND WHEREAS, the Customer is desirous of availing the Services (defined below) provided by WordWise Language Labs.

NOW THEREFORE, in consideration of the mutual covenants, premises set forth below, the parties hereto agree as follows:

1. Definitions
2. “Approval” and “Approved” means that Content created by the Content Creator pursuant to a Submission which is finally approved by Customer.
3. “Content” means any deliverables, content, or materials (in whatever form) to be provided, created, or developed, in whole or part, by WordWise Language Labs pursuant to, and as the same may be agreed between the Parties.
4. “Content Creator” means any person to whom WordWise Language Labs assigns the Content creation duties as a part of the Services to be rendered to the Customer.
5. “Intellectual Property Rights” means shall include but is not limited to all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade, dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world, and all other similar proprietary rights in any jurisdiction and all applications, renewals, reversions and extensions in respect of any rights above so far as is or may become possible.
6. “Platform” shall mean business@wordwise.one
7. “Project” means a requirement created by the Customer on the Platform. Multiple assignment can be created under a Project.
8. “Services” means the content creation services provided by WordWise Language Labs to the Customer, wherein WordWise Language Labs based on Customer’s requirements, shall create and provide for unique text-based and graphical content and shall also perform all essential and incidental obligations to that. The detailed scope of Services shall be captured in a Project made available in the Platform or an assignment which is created under the Project.
9. “Submission” means any and all Content developed by Content Creator as required to complete the Services and delivered to WordWise Language Labs to meet the specifications provided by the Customer.
10. Scope

The Customer hereby appoints WordWise Language Labs to perform the Services. The detailed scope of the Services which shall be provided by WordWise Language Labs shall be those which are defined under a particular Project or in an assignment created in relation to a Project, and which have been approved by WordWise Language Labs. The Customer acknowledges that WordWise Language Labs shall provide Services through the Content Creator or through its third-party vendors.

III. Term

This Agreement/Subscription shall be valid in perpetuity, unless terminated earlier as per the provisions stated in Clause 10.

1. Customer’s Obligations

The Customer agrees to support WordWise Language Labs by providing timely instructions and inputs to enable the Services which shall allow WordWise Language Labs to perform its duties and responsibilities stated hereunder. WordWise Language Labs shall not be liable for any delay/omission or failure to perform its obligations in the event if there is any delay from the Customer on providing timely instructions.

1. Acceptance Criteria
2. The Customer shall provide the Approval for the Content submitted within seven (7) working days from the submission of the Content Articles (“Acceptance Period”).
3. The Customer shall review and provide Approval for each Submission. The Customer shall not unreasonably withhold consent for the entire scope of Services of WordWise Language Labs on the grounds that one particular Submission of the Content submitted for acceptance has been rejected. Notwithstanding anything to the contrary elsewhere contained in this Agreement, Submission shall be deemed to be accepted, if the Customer fails to submit in writing its acceptance or rejection of the Submission within seven (7) working days from the date of the submission.
4. The Customer shall review all Content Articles before Approval, and WordWise Language Labs shall incorporate all suggestions/ feedback provided by Customer subject to a maximum of two (2) iterations at free of costs, if such revision request is submitted within seven (7) working days of sending the Submission. The Customer shall provide conformance and non-conformance on the Content Articles within the Acceptance Period; otherwise, it shall be deemed to be approved by the Customer.
5. Upon Approval of the Submission by the Customer, WordWise Language Labs shall hand over the final Approved Content Article to the Customer. Post Approval, no revisions or editing to the Content Article shall be performed. Should the Customer desire to modify or revise the Content Article, the same can be executed as a separate ‘Scope of Services’ to this Agreement and would be charged separately.
6. Payments
7. The consideration for the Services (“Fees”) shall be specified in the Platform and shall be accepted by the Customer. The Fees shall be considered to be received by WordWise Language Labs only upon the receipt of the written acknowledgement of WordWise Language Labs of such Fees. Acknowledgement for the receipt of the payment of Fees and Invoice for the Fees shall be intimated to Customer with twenty-four (24) hours from the successful receipt of payment against the Fees. WordWise Language Labs shall not be responsible for any amount deducted from the Customer’s bank account, which have not been received by WordWise Language Labs.
8. The Customer shall make the payment for the Services in advance through the payment options available on WordWise Language Labs’s website and Platform.
9. Each Party shall bear and fully comply with all their respective tax liabilities arising from the provisions of this Agreement as per the respective laws applicable to the Party and in force.

VII. Proprietary Rights

1. WordWise Language Labs shall own all right, title, and interest, including all intellectual property rights in and to the Content and Submission. Upon delivery of the Approved Content by WordWise Language Labs, the rights, title, and interest in Content will be assigned to the Customer by WordWise Language Labs. The Customer agrees that WordWise Language Labs shall not be liable for any claims/losses arising from (a) combination of the Content with any graphics, data, or other materials not provided and approved by WordWise Language Labs; (b) WordWise Language Labs’s compliance with Customer’s specifications, information, designs or requirements; (c) Customer’s use of Content for a purpose other than specified under this Agreement or for any illegal purpose; or (d) Customer’s failure to comply with WordWise Language Labs’s instructions related to Content. The Customer acknowledges and agrees that Customer shall not have the right to use the Content unless it has been Approved by the Customer. Failure to foregoing terms and conditions shall be considered to be infringement of intellectual property rights of WordWise Language Labs.
2. WordWise Language Labs shall own all right, title, and interest in WordWise Language Labs intellectual property, which may be used in the performance of this Agreement or any Content hereunder that is wholly developed and owned by WordWise Language Labs (“WordWise Language Labs Pre-Existing IP”).
3. Residuals: “Residuals” means general know-how and skills developed by WordWise Language Labs’s resources during the performance of the services, provided that in no event shall Residuals include any of the Content or Confidential Information. Notwithstanding the terms of the Agreement, WordWise Language Labs is free to use Residuals for any purpose, including use in development, creation, and maintenance of its Content being created in the course of the provision of its services to other customers. Any form of intellectual property rights in the Residuals shall be solely and exclusively owned by WordWise Language Labs.

VIII. Confidential Information

1. Confidential information shall mean any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any form including without limitation information, documents, trade secrets, business plans, data, policy and process, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential by the disclosing party. WordWise Language Labs hereby agrees and acknowledges not to share or to disclose any information, trade secrets, data, policy, and process of Customer any third party except for the writer engaged for marketing, profiling, and any other purposes.
2. Confidential Information shall, however, exclude any information which (i) is/ was publicly known or comes into the public domain; (ii) is received by the Receiving Party from a third party without breach of this Agreement; (iii) was already in possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from the court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Customer and WordWise Language Labs each agree that the Receiving Party shall limit disclosure of Confidential Information of the Disclosing Party to resources/employees of the Receiving Party and its affiliates, consultants, advisors needing to know or to conduct any quality audits or training.
3. Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the Receiving Party, the Disclosing Party shall retain title to that and all intellectual property and proprietary rights therein, and the Receiving Party shall have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. The Receiving Party shall not alter or obliterate any trademark, trademark notice, copyright notice, confidentiality notice, or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information. It shall faithfully reproduce any such mark or notice on all copies of such Confidential Information.
4. The Receiving Party shall promptly return all Confidential Information or copies thereof, which are in its possession to the Disclosing Party on-demand or shall destroy the same in the manner so specified by the Disclosing Party.
5. The confidentiality obligation stated herein shall survive for one (1) year post-termination or expiration of the Agreement.
6. Data Protection
7. The Parties hereby acknowledge and agree that they shall comply with all the applicable data protection laws in relation to processing of personal data and shall ensure that there are organizational measures to safeguard such personal data.
8. WordWise Language Labs shall process the personal data shared by Customer as per the privacy policy of WordWise Language Labs which is made available at https://www.wordwise.one/privacy/
9. The Customer represents that Customer has obtained prior written consent of the data subject whose personal data is being shared with WordWise Language Labs.
10. Termination
11. Either Party shall be entitled to terminate this Agreement as per the provisions stated in the https://www.wordwise.one/terms/#section-22
12. Either Party shall be entitled to terminate this Agreement on the happening of any of the following events by prior written notice of not less than fifteen (15) days written notice to the other Party:
    1. in the event of a material breach of the provision of this Agreement by the other Party and failure to remedy such breach within thirty (30) days after receiving written notice;
    2. if the non-terminating Party is subject to any action or proceedings, whether administrative or judicial, in respect of insolvency, winding up, dissolution or bankruptcy.
13. The Customer agrees that WordWise Language Labs shall be compensated for all the Services rendered till the date of termination of the Agreement, and any outstanding payments shall be made by Customer to WordWise Language Labs immediately upon receipt of invoices by the Customer.