TErms of Service
1. Introduction
1.1. http://www.textmercato.co.in and http://www.textmercato.com ("Site”) is owned and controlled by Text Mercato Solutions Private Limited ("Text Mercato"), a company registered under the Companies Act, 2013 having their registered office at No. 401, 10th ‘E’ Main, 4th Cross, 1st Block, Jayanagar, Bangalore, Karnataka, INDIA.
1.2. Text Mercato provides the service of copywriting, translation, proofreading and other related services to end-users looking for content (“Client”) and acting as a liaison with specialized and professional writers, translators, editors or other professionals providing services relating to content development, review or revision (“Contributors”). Contributors write, translate, edit or provide other related services to develop, review or revise content for the Client’s benefit.
1.3. These Terms of Service (“Agreement”) specify the terms and conditions between Text Mercato and the Contributor and the obligations incurred by and rights vested in the Contributor in relation to the same.
1.4. By registering an account on the Site, you acknowledge that you have read this Agreement contained herein and agree to all the provisions contained in this Agreement.
2. Additional Terms
2.1. The Contributor shall comply with additional terms that are applicable to the specific service the Contributor is providing on the Site (“Additional Terms”). Additional Terms are prescribed for writers, translators, editors and Contributors providing other services.
2.2. The following Additional Terms shall be applicable as per the specific service the Contributor is providing on the Site:
a) Additional Terms for Writers (available at: http://www.textmercato.com/uploads/TM_writers.docx )
b) Additional Terms for Translator (available at: http://www.textmercato.com/uploads/TM_translator.docx)
c) Additional Terms for Editors (available at: http://www.textmercato.com/uploads/TM_editor.docx)
2.3. All Additional Terms shall be subject to and governed by the provisions of this Agreement. In the event of a conflict or ambiguity between any provision of this Agreement and the Additional Terms, the terms of such Additional Terms shall prevail with respect to those Additional Terms only.
2.4. By registering an account on the Site and on acceptance of this Agreement, you acknowledge that you have read the Additional Terms applicable to you and agree to all the provisions contained therein.
3. Scope of Services
3.1. Contributor shall be responsible for creating/developing content, as described in Invitations (defined below), and uploading the same on the Site (“Service”). Text Mercato may subsequently use, modify and/or alter such content for the benefit of the Client. It is hereby clarified that the scope of Services under this Agreement is limited to content creation/development by the Contributor.
3.2. Unless Text Mercato expressly notifies otherwise, the Services shall be executed as per this Agreement, the Additional Terms applicable and in the following manner:
a) Contributor shall sign up and register an account (“Account”) on the Site.
b) Following the Account being verified by Text Mercato, the Account will be operational and the Contributor may view invitations for specific assignments that are posted by Text Mercato or the Client (“Invitations”). Invitations shall provide the scope of the assignment, the deliverable (“Contribution”), the timelines of the assignment and the amount that the Contributor will be given on completion of the assignment (“Price”).
c) Contributor may either accept or reject an Invitation. In the event that the Contributor accepts the invitation, subject to Text Mercato’s confirmation of the same, the Price shall be deemed finalized and the Contributor shall provide the Contribution in accordance with the Invitation and this Agreement.
d) To ensure that the Contribution is in accordance with the Invitation and this Agreement, Text Mercato may verify the Contribution (“Verification”). The Contribution shall then be evaluated and reviewed by a committee comprising of experts (“Reading Committee”), who shall validate the Contribution and certify that it is fit for Text Mercato’s and/or the Client’s use (“Validation”).
4. Contributor’s Obligations and Conduct of Service
4.1. Contributors may make no contribution by phone, mail, or fax. Contributions shall be made only through the Site. Text Mercato reserves the right to reject a contribution made through any other means without notice or payment of any compensation.
4.2. The information provided by the Contributor while registering for the Account shall be truthful and accurate, and the Contributor shall regularly update this information immediately if there is knowledge of a change in information provided.
4.3. Any Contributor who wishes to make a Contribution on the Site shall ensure that the Content submitted is not plagiarized and does not infringe upon any third party’s Intellectual Property Rights. The Contributor undertakes not to submit Contributions in violation of this Clause and Contributor is solely liable for any Contribution that is plagiarized and/or infringes a third party’s Intellectual Property Rights. For the purposes of this Agreement, “Intellectual Property Rights” shall include (i) all right, title, and interest under any law including patent rights; copyrights including moral rights; and any similar rights in respect of intellectual property, anywhere in the world; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for registering them in any part of the world; (iv) all extensions and renewals thereof; and (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements thereof and the right to sue for and recover the same;
4.4. The Contributor shall not submit Contributions containing confidential information or privileged information.
4.5. Furthermore, the Contributor undertakes not to submit obscene content or content that is in violation of applicable law. The Contributor shall promptly report any violation of this Clause to .
4.6. The Contributor hereby warrants to comply with the terms of the assignment of copyright with Text Mercato on behalf of and for the account of Clients as stipulated in Clause 8 (Intellectual Property).
4.7. In the event that any Contribution violates the specifications provided in the Invitations and/or the terms of this Agreement (including the applicable AdditionaI Terms), Test Mercato has the right to direct the Contributor to re-work and re-submit the Contribution (at no additional cost to Text Mercato) or not make payment for such Contribution.
4.8. A violation of the terms contained in this Clause shall be construed to be a breach of this Agreement. Without prejudice to Text Mercato’s right to any and all statutory/legal claims, in the event that (in Text Mercato’s sole opinion) the Contributor breaches the terms of this Clause, Text Mercato reserves the right to (without notice to the Contributor); (a) delete from its database, any data or content that is in violation of these terms; and (b) not make any payments as compensation to the Contributor.
5. Payment Terms
5.1. Subject to Contributor performing his/her obligations under this Agreement (including the Applicable Additional Terms) without any default or material breach on the Contributor’s behalf, in consideration for the Service to be rendered by the Contributor, Text Mercato shall pay the Contributor, an amount equivalent to the Price. Text Mercato shall make the payment within 60 (sixty) days from the date of Validation of the Contribution. Payment shall be made by Text Mercato either; (i) to the bank account specified by the Contributor during registration of the Account; or (ii) through net transfer, mobile wallet payment and any other similar method of payment.
5.2. Contributor may request for the payment of the consideration by Text Mercato for a Contribution to be effected earlier, subject to deductions for early payment. The amount of such deductions shall be notified to the Contributor by Text Mercato at the time of making such request.
5.3. To prevent fraud, Text Mercato reserves the right to request Contributor to produce a proof of residence which is less than 3 (three) months old (electricity bill, bank statement, credit card bill etc.) in the Contributor’s name corresponding to the information indicated on the Account). Text Mercato may withhold any payment due to the Contributor if proof of residence is not produced as stipulated in this Clause.
5.4. Text Mercato may withhold any amount that Text Mercato is required by law to withhold including for making advance payment of the Contributor’s income tax (TDS) on payments to be made to the Contributor. The timing and receipts for all such withholding amounts shall be in accordance with the relevant tax laws. The Contributor shall be responsible for taxes based on his own net income.
5.5. Any change in the terms of this Clause shall be immediately and specifically notified on your Account. The Contributor is advised to regularly access the Account when providing Service and ignorance on the Contributor’s behalf of any such notified updates shall not (i) attract a claim against Text Mercato under this Clause; or (ii) be a defense against the applicability of the amended terms of this Clause.
6. Representations and Warranties
6.1. The Contributor covenants that it will perform Services in good and professional manner and that the Contributor has adequate qualifications and experience for performance of the Service.
6.2. The Contributor represents and warrants that:
a) The Contributor is of legal majority to enter this Agreement and has the right to execute and perform this Agreement in accordance with the terms specified herein.
b) The information provided by the Contributor during registration of the Account is accurate.
c) The Contributor shall not publish or circulate obscene content in the Site.
d) The Contributor shall not include confidential or privileged information in Contributions.
e) The Contributor’s Contribution is free from any infringement of third party Intellectual Property Rights.
f) The Contributor shall not violate any applicable law, agreement, judgment, order, or any other by-law in conduct of its Service under this Agreement.
6.3. Without prejudice to the terms of this Agreement, Text Mercato excludes all conditions, terms, representations and warranties, express or implied regarding any matter, including without limitation, fitness for a particular purpose, satisfactory quality, informational content, non-infringement, interference with enjoyment or results to be derived from the use of the Site or other material provided under this Agreement.
7. Confidentiality
7.1. The Contributor hereto shall treat as confidential all information of confidential nature (including but not limited to trade secrets, Intellectual Property or any rights therein and information of commercial value), which may come to your knowledge by virtue of your association with Text Mercato (“Confidential Information”). The Contributor shall not reveal any such information to any third party without prior written consent of Text Mercato unless mandated by law, or if the information is already disclosed on public domain otherwise than by default of the Contributor. The obligations of the Contributor under this Clause shall survive termination of this Agreement until the relevant information enters the public domain otherwise than by the default of the Contributor.
7.2. A violation of the terms contained in this Clause shall be construed to be a material breach of this Agreement. Without prejudice to Text Mercato’s right to any and all statutory/legal claims, in the event that (in Text Mercato’s sole opinion) the Contributor breaches the terms of this Clause, Text Mercato reserves the right to (without notice to the Contributor); (a) delete from its database, any data or content that is in violation of these terms; and (b) not make any payments as compensation to the Contributor.
8. Assignment of Contribution and Intellectual Property
8.1. Any and all documents and content (including Contributions), as well as any and all Intellectual Property Rights derived, directly or indirectly, from the Service, shall be the sole and exclusive property of Text Mercato or the Client, as the case may be. The Contributor undertakes to assign all its Intellectual Property Rights on the Contribution, expressly and specifically in writing upon Validation of the Contribution and Text Mercato may modify, use, resell, distribute or license the Contribution and the Intellectual Property Rights contained therein as it deems fit (including but not limited to (i) retaining the Contribution and any other data in relation to the Contribution; (ii) sharing Contributions with existing and potential clients; and (iii) commercially benefitting from the use, resale, distribution and/or licensing of the Contributions).
8.2. A violation of the terms contained in this Clause shall be construed to be a material breach of this Agreement. Without prejudice to Text Mercato’s right to any and all statutory/legal claims, in the event that (in Text Mercato’s sole opinion) the Contributor breaches the terms of this Clause, Text Mercato reserves the right to (without notice to the Contributor); (a) delete from its database, any data or content that is in violation of these terms; and (b) not make any payments as compensation to the Contributor.
9. Adaption, representation and reproduction
9.1. Contributor hereby agrees that Text Mercato has the right to reproduce the Contribution (or its adaptation) by photocopy, micro card, microfiche or microfilm or any other similar existing or future electronic, magnetic, analog or digital process; and adapt in the form of electronic publishing, particularly in CD, photo CD, CD - I, DVD or any other analog.
9.2. Text Mercato shall have the right to make the Contribution or its adaptations available to the public, in all languages and in all countries by all methods of word, sound or image dissemination, through digital, electronic or optometric networks, especially on internet networks and web information servers, or by any other known or future analog process.
10. Non-solicitation
Under no circumstances, except with express authorization from Text Mercato, shall the Contributor solicit, offer work to, employ, or contract with, directly or indirectly on its own behalf, any existing and potential customers (including Clients) of Text Mercato.
11. Indemnification
The Contributor shall defend, indemnify, and hold harmless Text Mercato, from and against any claims, actions or demands, including, without limitation, legal and accounting fees, arising or resulting from a material breach of this Agreement; any violation of Intellectual Property rights of any and all third parties or misuse of the content or the Site.
12. Limitation on Liability