Terms of Service
Last revised: May 13, 2021
Welcome to EDITH brought to you by Wherewithal Press, Inc.
Wherewithal Press (referred to as “EDITH,” “we,” and “us”) is a corporation registered and organized under the laws of the State of New York.
When in these documents we refer to you, your, or User, we mean you, the person using or visiting EDITH.
We may update the Terms on occasion; the updated Terms will be published on the Website listing the date of modification at the top of the page. Please check our Terms to stay current and satisfied with any changes. We will notify you of substantial changes to the Terms by email. Your use of EDITH will be subject to the version of the Terms posted on the site at the time.
EDITH is a marketplace for creative professionals (the “Users”). Our online platform connects publishing service providers (the “Service Providers”) with clients (the “Clients”) seeking those publishing services, mainly in order to complete writing/publication-intended/book projects. EDITH does not provide individual publishing services and does not match Clients with Service Providers.
As an unregistered user, you may access EDITH and see limited EDITH content. In order to make full use of EDITH services you will need to create an account.
Services of EDITH
EDITH provides Users the opportunity to forge professional relationships and complete creative projects of value.
EDITH allows Clients to:
browse EDITH’s Service Providers and their service listing pages;
communicate with Service Providers and inquire about their methods, rates, and availability;
enter into a collaboration with Service Providers;
leave reviews of Service Providers; and
manage payments to Service Providers for services delivered.
EDITH enables Service Providers to:
create profiles to market and promote their services, and the projects they’ve worked on;
communicate with potential Clients about those services;
enter into a collaboration; and
receive payment for services delivered.
Services Eligibility and Verification
To register with EDITH you must:
be 18 (eighteen) years of age and otherwise capable of entering into legally binding agreements;
Users under the age of 18 can use our Services only in conjunction with and under the supervision of a legal guardian, who will be responsible for any and all activities of the under-age User;
when registering on behalf of a legal entity other than oneself, have the authority to enter into the Terms on behalf of the entity and ensure performance of the Terms; and
ensure that the information you provide to EDITH is complete, accurate, and up-to-date.
We reserve the right to verify the account information supplied at any time and decline to provide services to Users who are not following the Terms. We do not control and are not responsible for any information provided by any Service Provider, nor do we endorse or make any warranties and representations regarding the reliability of the verification or Service Providers.
Your EDITH account is personal to you and services should only be sought, offered, and provided to you in connection with your account.
All Users acknowledge that they must and shall comply with data protection legislation (including the General Data Protection Regulation) when handling personal data.
Once registered, please keep your password and any other security information confidential. We will be entitled to assume that any person who uses your account is either you or has your permission to use your account. Please notify us at firstname.lastname@example.org if you know or suspect that anyone other than you has your password. If you forget your password, we can assist you with recovering your login privileges. Once logged in, you may change your password.
Specific Registration Terms for the Service Providers
When posting a service listing, you will be asked to provide details about yourself and your relevant experience, including but not limited to:
a description of the services you offer;
a portfolio (called “C.V” on EDITH) of previous books or projects that you have worked on or contributed to;
any other information likely to encourage Clients to engage you, which may include text, images, or links to third-party websites;
At our sole discretion we may activate Service Provider listings or reject them pending our review of the content.
If we approve your listing, your profile and services provided will be made publicly visible and searchable via EDITH.
Service Providers are willing to be engaged by Clients as independent contractors. Service Providers are not employees of EDITH, and are wholly and independently responsible for the performance of their services and for compliance with all laws applicable.
Collaborations on EDITH
When Clients engage the services of Service Provider, and Service Provider accepts said engagement, a binding agreement (the “Collaboration Agreement”) for services is formed between the Client and the Service Provider.
Clients can contact Service Providers on EDITH whom they would like to collaborate with via the Service Provider’s profile page. Before a collaboration is commenced, Clients and Service Providers can discuss and negotiate the terms of their engagement, including project fees and deadlines.
All EDITH Clients and Service Providers must conduct all service-related contract communications and make all payments of any service fee via EDITH.
Clients warrant, represent and undertake to EDITH that:
the information they provide in their communication to Service Provider is true, accurate, and complete;
when submitting a request to book, they have a good faith intention to engage a Service Provider for services;
Client will pay the service fee;
Client will conduct written correspondence with Service Providers strictly on EDITH;
they will give Service Providers any Client materials or other information, resources, and assistance reasonably necessary to enable Service Providers to deliver the services in accordance with their individual negotiated agreement; and
they will respond to communications and requests for information from Service Providers as soon as reasonably practical and unless otherwise agreed to or arranged with the Service Provider, within 72 hours from said communication.
Service Providers warrant, represent and undertake to EDITH that:
they will respond promptly to requests, either accepting or rejecting the service request or with a message acknowledging the request and/or asking for further information in connection with the request;
they have the requisite skills, expertise, capacity, and resources to perform the services they offer on EDITH; and
they will conduct all correspondence with the Client on EDITH.
Clients grant to Service Providers a limited, non-exclusive, revocable (at any time and at the Client’s discretion) licence to use the Client materials as is necessary to enable the Service Provider to perform their obligations under their Collaboration Agreement.
Clients further warrant, represent and undertake to the Service Providers they engage on EDITH that:
the Service Provider’s use of the Client materials shall not infringe any third-party intellectual property rights or any other rights of any third party.
EDITH Service Providers further undertake, represent, and warrant that:
they will perform all services personally and will not subcontract any of its obligations or services under the service contract to any third party unless otherwise agreed by the Client;
their contributions are original work and have not been copied wholly or substantially from any other work or source;
the Client’s use and exploitation of the contribution assigned will not infringe the intellectual property rights or other rights of any third party;
they will provide Clients with reasonable updates as to the progress of the services being performed;
they will respond to communications and requests for information from Clients as soon as reasonably practical and unless otherwise agreed with the Clients, within 72 hours from said communication; and
they will notify the Client as soon as reasonably practical of any circumstances which might hinder or delay the performance of the services in accordance with their Collaboration Agreement.
In consideration of payment of the service fee, Service Provider hereby:
assigns to the Client, absolutely with full title guarantee, by way of present and future assignment, all intellectual property rights in and to the contributions throughout the world (including for the avoidance of doubt, digital rights) in full perpetuity of such intellectual property rights;
irrevocably and unconditionally waives in favor of the Client, any and all rights in the contributions, and agrees not to support, maintain or permit any claim for infringement of any without exception rights; and
acknowledges and accepts that, unless otherwise agreed, the Client shall have the right, but not the obligation, to reference the Service Provider as the author/designer/editor/ghostwriter/indexer (as applicable) of the contributions in any publication of any works using or incorporating the contributions.
Service Provider shall only be permitted to incorporate or use background intellectual property rights (the “IPR”) in the contributions if the Service Provider:
has Client’s prior consent in writing; and
procures at its own expense for the benefit of the Client an exclusive, perpetual, irrevocable, unlimited, worldwide, unconditional licence to use and exploit the background IPR in the contributions.
Each party represents warrants and undertakes to the other that it shall comply with the EDITH Terms of Service.
The parties acknowledge and agree that when engaging under a Collaboration Agreement, they do so independently in the course of their own business.
Your Collaboration Agreement shall automatically terminate upon completion of the Services, payment of the final installment of the service fee, and completion of feedback.
Intellectual Property Rights
All intellectual property rights in EDITH and EDITH content are owned and will remain owned by us or our licensors at all times.
When you upload or post user content to EDITH, you grant and you represent and warrant that you have the right to grant to us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, worldwide, royalty-free licence to store and display the user content in accordance with these Terms and otherwise as necessary to facilitate your Collaboration Agreements and use of EDITH.
You may obtain direct access via the use of the Services to certain confidential information of EDITH or its Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms.
Each party agrees to keep the other party’s Confidential Information confidential and not disclose it (or permit it to be disclosed) to any third party, and use all reasonable endeavors to protect the security of, and prevent the disclosure and unauthorized use of, the Confidential Information of the other party.
Upon completion of the collaboration, unless otherwise agreed between the parties, the Service Provider shall have the right to make reference to the services completed for the Client on its Service Provider account. For the avoidance of doubt, the Service Provider shall not be entitled to reference any Confidential Information (including without limitation details of the service fee or Client materials).
In the event of any dispute, controversy or complaint (the “Dispute”) arising between the Users, Clients and Service Providers agree to refer the complaint to EDITH by sending an email to email@example.com.
EDITH expressly disclaims any liability or claims that may arise between Users of its services. Users agree that they are solely responsible for their interactions with all other Users and any disputes that arise from those interactions. EDITH is not obliged but may attempt to assist in resolving disputes between users.
Users agree to submit and settle the Dispute by mediation submitted to JAMS, or its successor, for mediation in New York. If the Dispute is not settled by mediation within 60 days from the date the mediation is initiated, then the Dispute shall be submitted to JAMS for final and binding arbitration in accordance with the AAA rules. The arbitration shall be confidential, except to the extent necessary to enforce a judgment or where disclosure is required by law. The arbitration award shall be final and binding on all parties involved.
For the avoidance of doubt, EDITH commission fees are non-refundable unless otherwise agreed by EDITH in its sole discretion.
At the end of a collaboration:
Service Providers shall provide honest and constructive feedback about their experiences working with the Client, which will help monitor compliance with the Terms; and
Clients shall provide honest and constructive feedback about the services completed by the Service Provider, which will help monitor compliance with the Terms.
We reserve the right to delete or remove any feedback at our sole discretion.
Service Fees, EDITH Commissions, and Payment
All service fees and EDITH commissions are administered using the Stripe payment application (Stripe) accessible via EDITH.
Stripe (www.stripe.com) administers service fees and EDITH commissions on behalf of Clients, Service Providers, and EDITH, in accordance with the Stripe terms of service.
Clients and Service Providers must register an account with Stripe in order to send and receive service fees.
Clients shall use Stripe to pay:
the service fee;
the EDITH client commission.
Service Providers will rely on Stripe to pay the EDITH service provider commission.
Client acknowledges and authorizes Stripe to automatically take payment from the Client for the applicable installation of the service fee and EDITH commission at the time of booking.
Upon payment by the Client of the service fee and EDITH commission via Stripe, Stripe shall administer the payments, on behalf of Clients and Service Providers, as follows:
the EDITH client commission and the EDITH service provider commission shall be paid to us; and
the service fee less the EDITH service provider commission and the Stripe fees shall be paid to the Service Provider.
General Availability of EDITH
We are committed to making EDITH a reliable and trustworthy service. However, by using our Services and/or Website you acknowledge and accept that it is not possible for us to completely guarantee the provision or availability of services. Furthemore, we cannot guarantee that EDITH and any and all content and Service Providers will be available in perpetuity, uninterrupted, up-to-date, or otherwise free from errors.
Access to EDITH is permitted on an as-is basis. We may suspend, withdraw, discontinue, or change all or any part of EDITH without notice. We will not be liable to you if for any reason the site is unavailable at any time or for any period.
Users are responsible for access to EDITH, such as:
ensuring that all persons who access EDITH are aware of these Terms and conditions and that they comply with them; and
updating internet-enabled devices and telecommunications systems to carry the appropriate anti-virus software necessary to minimize the risk of any harmful viruses infecting your internet-enabled device.
NOTE: EDITH shall not be responsible for any security issues Users experience as a result of connecting to EDITH via an unsecured network.
Linking to EDITH
From your own website, you may link to EDITH provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation or that of any Client or Service Provider. Referring to EDITH by Users does not create or suggest any form of association, approval, or endorsement on our part where none exist.
We reserve the right to withdraw linking permission without notice.
Use of EDITH and Services are voluntary. By using our Services you agree to treat other users with courtesy, respect, and professionalism.
At all times when using or accessing EDITH you represent, warrant and undertake that you will:
not break any laws;
not use EDITH to seek or offer any goods or services other than the Services;
have all necessary rights and/or permissions to disseminate content you upload to EDITH;
not disseminate any content that:
infringes any rights, IPR or otherwise, of any third party that is protected by any third party’s rights of privacy or publicity without having received all necessary consents from such third party;
is or could be reasonably deemed unlawful, fraudulent, defamatory, infringing, obscene, pornographic, harmful, confidential, libelous, hateful, racial or ethnically offensive, threatening or otherwise illegal or offensive or which, when published, posted, uploaded, stored, distributed or disseminated might constitute a criminal or civil offence; or
is false or misleading;
not solicit solicit or harvest Users’ password or other account information;
not misuse EDITH by knowingly introducing viruses, Trojans, worms, logic bombs, third party or external links or other malicious or harmful material;
not attempt to gain unauthorized access to EDITH, the server on which EDITH is stored or any server, computer, or database connected to the site;
not attack EDITH via a denial-of-service attack or a distributed denial-of-service attack; and
agree to comply with the terms of your collaboration agreements as outlined above.
A failure to comply with EDITH’s conduct expectations, or the Terms, or receiving poor client feedback, poor Service Provider feedback, being subject to repeated complaint reports, all of which we reserve the right to determine at our sole discretion, may result in the:
deletion or removal of your user content from EDITH;
suspension or termination of your user profile and/or Service Provider account; and/or
suspension or termination of your right to use EDITH.
If your account is terminated for any reason, you will not be entitled to re-register or reapply for another EDITH account without our permission.
Reporting User Content
You acknowledge that, other than as is provided for in the Terms, we do not review user content and/or any of the other content that is made available on EDITH.
If you believe that any user content available on EDITH:
infringes your Intellectual Property Rights or other proprietary rights,
is defamatory to you, and/or
is otherwise in breach of the Terms,
please notify us in writing using firstname.lastname@example.org.
Any User found to be engaging in the following instances of prohibited conduct may have their account suspended or terminated at our sole discretion.
Users shall not use any part of EDITH to:
disseminate in any way any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy;
harm minors in any way;
impersonate any person or entity or to falsely state or otherwise misrepresent Users’ affiliation with a person or entity;
manipulate identifiers and create fraudulent content in order to disguise the origin of any content transmitted through the Website;
Disseminate any content that User does not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
disseminate (upload, post, email, transmit or otherwise make available) any content that infringes any intellectual property rights of any individual or entity;
disseminate in any way any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
disseminate any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Website or any part thereof, or the servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website, or access or attempt to access password protected secure or non-public areas of the Website;
violate any applicable local, state, national or international law;
Interfere with other Users’ enjoyment of the Website;
disseminate in any way (upload, post, email, transmit, change settings or otherwise make available any material) that can jeopardize the security of any EDITH User or Service.
Users will use the Website in an ordinary manner consistent with all applicable New York and federal laws. We will be the sole and final arbiter as to what constitutes a violation of the above Terms and prohibitions.
To the full extent permitted by law, the Terms are intended to exclude or limit our liability.
You agree that we will not be liable for any loss or damage, (whether direct or indirect or arising under contract, tort (including negligence), breach of statutory duty, or otherwise) even if foreseeable, arising under or in connection with any:
use of, availability of, or inability to use EDITH;
use of or reliance on any content displayed on EDITH (including any EDITH content or user content); or
services or collaborations facilitated by EDITH.
Complaint Reports or Decisions
In case of a Dispute, EDITH’s total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Services and the Terms, shall be limited to the greater of:
the sum of any EDITH commissions received by EDITH in respect of Collaboration Agreements to which you were party during the period of 6 (six) months immediately preceding the date of the claim.
You agree to hold us harmless from any liability for any damages suffered due to negligence or breach of contract due to actions of Users. Furthermore we cannot be liable for any damage to, or viruses that may infect, your internet-enabled device or any other property when you are using EDITH. Transmitting any content or information via our Website is done at your own discretion and risk, and with your agreement that you are solely responsible for any damage to your device or loss of data that results from the downloading or acquisition of any such disseminated content, material, and/or information.
You agree to indemnify us against any claims, liabilities, losses, damages, expenses, or legal proceedings arising out of:
your use of EDITH;
your User content;
any tax levies you are accountable;
decisions issued by EDITH ; or
your failure to comply with the Terms .
You acknowledge and agree that EDITH is just a platform and that the Terms create no employment, partnership, or agency relationship between us and any Service Provider or Client.
All the rest
Any failure or delay by us to enforce any of our rights under the Terms will not be taken as or deemed to be a waiver of that or any other right unless we acknowledge and agree to such a waiver in writing.
The Terms are not intended to be for the benefit of, nor exercisable by, any person who is not a party to them.
If a court deems any part of the terms set out in the Terms to be invalid, illegal, or unenforceable, the remainder of the terms will remain unaffected.
We agree to the use of email to deliver any notices pursuant to the Terms. Notices shall be served: (a) by you to us using email@example.com; and (b) by us to you using the email provided during registration. Notices shall be deemed served on the date of transmission.
We may assign our rights under the Terms and transfer our obligations under the Terms at our sole discretion by providing notice to you via the email address that you provide to us or by notifying you on the site.
The Terms, its subject matter, and its formation (and any non-contractual disputes or claims arising out of or in connection with the Terms and your use of EDITH), are governed and construed in accordance with New York law. You and we both agree that New York State courts will have exclusive jurisdiction.
For additional information and if you have any questions regarding the Terms of Service, please contact us by writing to firstname.lastname@example.org.