Terms of Use – User Agreement

(Note: definitions are at the end of the document)

  1. Purpose of these Terms of Use – User Agreement
    1. This document ("Terms of Use") sets out the conditions on the basis of which KePa BVBA, ("GhostBloggers" or "Us" or "We") will make available its products and services through the website "GhostBloggers.net" (the "Website").
    2. This is a legally binding agreement between you (the "User" or "You") and GhostBloggers. You represent and warrant that you have read and understood the Terms of Use, that you have the legal capacity to enter into this agreement, and that it is enforceable against you.
    3. Respect of the Terms of Use is a pre-condition for access to and use of the Website. You will be asked to click an "I agree" button (or statement with similar effect) when registering as a User on the Website. By clicking on it, You express Your agreement with these Terms of Use.
    4. GhostBloggers reserves the right to modify the Terms of Use from time to time. The version number and date of entry into force of the current version is mentioned at the end of this document. It is the User's responsibility to verify and check the Terms of Use from time to time for such modifications.
    5. If You disagree with any modification, You may terminate at any time within two (2) weeks of such modification taking place, by going through the termination process of Your User account.
    6. GhostBloggers may modify the functionality or way of operating of the Website from time to time, and add or modify new features or services. Any such modification, new feature or service will be subject to these Terms of Use, except if specified otherwise in any additional terms that are released together with such new features or services.
  2. Purpose of the GhostBloggers Website
    1. The GhostBloggers Website aims to provide an online platform, allowing Users to upload, offer, buy and sell Content for use by Purchasers as their own original blog material, to be published online.
    2. Users acting as Writers can use the GhostBloggers Website to upload, offer and sell their original Content for Purchasers to use to be published as Purchaser's own original blog material.
  3. Users and User account
    1. Only persons (individuals or legal entities) who are legally entitled under their own laws to validly enter into contract may become Users.
    2. Users can be Writers, Purchasers or both. GhostBloggers can add other subcategories of Users as a modification to the Terms of Use.
    3. When a User registers on the Website and creates his User Account, User will choose a username and password. Only User is responsible for maintaining confidentiality and security of this username and password. Any use done through such username and password will be the sole responsibility of the User.
    4. User must inform GhostBloggers immediately in case of any unauthorized use, misuse or abuse of User's username or password, or any other breach of data security.
    5. User may only use the functionality made available on the Website by GhostBloggers, and may not access or use any data or Content provided on the Website, except through the authorized functionalities, services or application programmable interfaces (API's) made available by GhostBloggers or authorized by GhostBloggers. Any other activity or use, such as data mining, spiders, crawlers, bots, etc… are strictly prohibited.
    6. Users are strongly recommended to use usernames that are not their own names.
    7. GhostBloggers may refuse or disallow the use of any particular username, in GhostBloggers reasonable discretion. Examples are use of obscene words or expressions, etc.
    8. User may cancel or terminate his/her account at any time, by following the process made available for that purpose on the Website. Cancellation by simple email or phone will not be considered valid. Only User is responsible for such cancellation.
    9. GhostBloggers may terminate any User account, with or without prior notice, when, in the reasonable opinion of GhostBloggers, User is in breach of any of the Terms of Use, or User is in breach of any applicable law, regulation or any third party right, or when User has been declared insolvent or bankrupt (or any similar event in any jurisdiction).
    10. Consequences of termination are:
      1. User may no longer access the Website or its services, and its username and password will be invalidated.
      2. Any monies held on User Account will be paid out at the next relevant time period for payout, as set out in section 6 (payments) below, after deduction of any applicable commissions, and subject to the amount being higher than the Minimum Payout Threshold. Notwithstanding any other provision, if the termination is due for causes set out in clause 3.9, GhostBloggers may withhold any payment until it has been assessed whether or not any GhostBloggers has incurred any damages as a result of the event causing termination. GhostBloggers is allowed to set off any remaining monies in the account against such damages or potential damages.
      3. All Content posted by User may be removed by GhostBloggers.
  4. Content
    1. All Content offered for Sale by Writers on the Website is and must be generated by the Writer, and is never considered generated by GhostBloggers.
    2. GhostBloggers does not claim any ownership or other Intellectual Property Right in any Content.
    3. Only the Writer is responsible for any Content posted by him/her.
    4. Writers may only upload original Content, created by or on behalf of a Writer, and to which the Writer has sufficient Intellectual Property Rights (including but not limited to copyright) to Sell such Content to a Purchaser.
    5. All Content posted must be an original work, i.e. it may not be created in breach of any Intellectual Property Right of a third person. Translations are, for the purpose of these Terms of Use, not considered original works.
    6. As an essential condition of these Terms of Use, each User grants to GhostBloggers a worldwide, irrevocable, royalty-free, perpetual license to use any Content or any other material posted or used by such User on the Website, for any purpose or function, including for the purpose of offering the Services through the Website. This license includes, but is not limited to, the right to post parts of any Content on the Website in order to indicate to potential Purchasers the material provided, in order to allow potential Purchasers to asses the value of any Content.
    7. The provisions of the Terms of Use do not limit, restrict or impact applicable law, such as but not limited to the rules on fair use of copyrighted material.
    8. GhostBloggers has the right to introduce technical measures (e.g. a confirmation button on upload that asks a User to confirm that the Content posted is original and not in breach of any third party copyright) that make uploading or offering of Content on the Website subject to an additional statement of a User regarding originality or other conditions. Confirmation of any such statements are binding on a User.
    9. GhostBloggers is entitled, at any time, in its absolute discretion, to remove from or disallow any Content or other material on the Website. Users can never claim any compensation, damages or rights resulting from such removal or disallowance.
  5. Sale
    1. A Writer offering Content for Sale to a Purchaser through the Website, in accordance with these Terms of Use, offers to Purchaser to assign all assignable copyright in the Content. As a result, such Purchaser will be able to use the Content purchased as if it was Purchaser's own copyrighted material.
      The assignment described as "Sale" herein, is the widest assignment possible under applicable law, including but not limited to, for the avoidance of doubt, the irrevocable right to copy, distribute, use, create derivative works of, reproduce, in any technological format, existing today or to be developed in the future, including the right to sue for infringement, both for the past and the future, in the widest sense possible, as well as the right to prevent any third party to do any of the foregoing.
      To the extent the foregoing assignment is limited in any way whatsoever by applicable law, as a result of new technological developments or for any other reason, the Writer hereby grants the Purchaser a worldwide, exclusive, irrevocable, fully paid-up, royalty-free license to any right in the Content that may not be included in such assignment.
    2. Each Writer irrevocably commits to a Purchaser that the Writer will never assert any moral rights against the Purchaser on any Content Sold to that Purchaser.
      Each Writer specifically waives the right to be named or recognized as the author of any Content Sold.
    3. Each Writer irrevocably commits to a Purchaser that any material in Content Sold, to the extent it is not fully assigned, will not be re-used in any other material or Content, or will not be assigned or licensed to any third party, in a manner that would constitute a breach of copyright of the Content.
    4. GhostBloggers makes no statement or provides no guarantee on the quality or fitness for purpose of any Content, and disclaims any liability in this respect. All Content is provided on an "as is" basis, and only the Writer posting the Content is responsible for such Content.
  6. Payments
    1. Purchasers will have the ability to pay Writers by using the balance of their GhostBloggers credit. Purchasers need to purchase GhostBloggers credit by paying money into their User account. This is done by payments via credit or debit card, PayPal or any other means made available by GhostBloggers. GhostBloggers will indicate its accepted ways of payment. GhostBloggers has no duty to accept any particular method of payment or any particular credit card. Credit purchased is always net of transaction fees and applicable taxes, which will be added, and are payable in addition.
    2. Purchasers can only buy Content with GhostBloggers credit, available on their account. GhostBloggers does not guarantee that such credit can be used for all products or services on the Website – some items may have to be paid for separately.
    3. Refunds: you can request a refund for unused credit at any time, by submitting a support request through the appropriate url link provided on the Website for that purpose. Only refund requests carried out through this indicated process will be processed. GhostBloggers will ensure that at all times, a proper refund request process is available on the Website. No refunds will be given for products or services that are paid through other means than the User's credit. Upon a valid refund request, GhostBloggers will refund to you the nominal value of the credit, minus any transaction costs applicable. Except if stated otherwise, refunds occur at the end of the same relevant period as set out in the section "Payment to Writers" below.
    4. The price for Content posted on GhostBloggers is as set on the Website, and is set by GhostBloggers, not by Users.
    5. Payment to Writers: GhostBloggers will pay to Writers the net money amount transferred to their account as a result of any Content Sold to Purchasers, after deduction of the GhostBloggers Commission. Such payment will occur at the end of the relevant time period (monthly, quarterly, …) as indicated from time to time on the Website, subject to being higher than the Minimum Payout Threshold. The rate of Commission withheld by GhostBloggers is indicated on the Website. This rate may be modified by GhostBloggers at any time.
    6. All prices mentioned are net and free of applicable taxes (including Value Added Tax). If applicable, GhostBloggers will charge such additional taxes at the moment of purchase, and issue the necessary VAT invoice.
    7. GhostBloggers shall have no responsibility for determining the necessity of or for issuing any formal invoicing, or for determining, remitting, or withholding any taxes applicable to payments. Instead, only Writers shall be responsible for determining whether it is required by applicable law to issue any formal invoices to GhostBloggers. It is Writer's sole responsibility to inform of any applicable withholding or other duties. Any amounts due by GhostBloggers to Writers as a result of payout are gross amounts, including any taxes, tariffs or other levies, with the exception of Value Added Tax, as applicable throughout the European Union. Prior to being paid, and as a condition to be paid, a Writer must indicate whether or not he/she has an EU VAT number. If the Writer has an EU VAT number, GhostBloggers will only proceed to payment upon receipt of a valid VAT invoice.
  7. Warranties and indemnifications
    1. Each User warrants that any Content uploaded or offered for Sale will be original material, and that will not infringe any third party Intellectual Property Right.
    2. Each Writer warrants that the assignment provided and the license granted in case of a Sale of Content will be valid and enforceable, and will not be in breach of any third party right or interest.
    3. Each User will indemnify, defend and hold harmless GhostBloggers and will keep it indemnified for and against any claim from any third party (including, for the avoidance of doubt, any other User) that any action or omission to act (including but not limited to the posting or offering of any Content), any breach of these Terms of Use or in general any other act or omission to act by such User or anyone acting on its behalf.
  8. Limitation of Liability
    1. To the fullest extent permissible under applicable law, GhostBloggers will have no liability, and any User waives any claim, based on the Website, its performance and functions, the services provided thereon, any Content or other material posted on the Website, or any transaction or Sale transacted through the Website. GhostBloggers is to be considered as offering "mere conduit", and its liabilities (if any) are restricted to offering the technical possibility of accessing the platform, subject to availability of the Internet, and the User's ability to access and use the functionality of the Website.
    2. GhostBloggers will never be liable for any breakdown of the Website, interruption or malfunction of the services provided through the Website, or any other malfunction or technical issues related to the operation of the Website.
    3. GhostBloggers will never be responsible for any links to third party websites, or any other connection to or interaction with third party materials or functionality.
    4. Users specifically waive any liability towards GhostBloggers for any Content posted on the Website.
    5. Under no circumstances will GhostBloggers be liable for any indirect losses, including any loss of business or loss of profit.
    6. To the extent permitted by applicable law, in any event will GhostBloggers liability be limited to the lesser of the total value of monetary value paid to or by a User during the six months preceding the cause of liability or 10.000,- Euro.
  9. Procedure in case of alleged infringement
    1. GhostBloggers encourages users to report any alleged abuse or infringement of any rights (including but not limited to Intellectual Property Rights) by any Content or any other material posted on the Website.
    2. Such report must be done by using the appropriate functionality made available on the Website (typically, a "report abuse" button or function). Such report must contain all appropriate information allowing GhostBloggers to usefully assess whether there is a realistic risk that any abuse or infringement has taken place.
    3. GhostBloggers will have the right, but not the duty, to take any appropriate action as it deems fit, in its absolute discretion, resulting from such report. Such action may include disclosing the identity and Personal Data of the alleged infringing User to the User claiming abuse, in order to allow such User claiming abuse to take appropriate steps against the alleged infringing User. GhostBloggers will never be liable for such disclosure, or its possible effects or consequences.
  10. Data Protection and Privacy
    1. Ghostblogger's Privacy Policy is set out in a separate document that can be accessed here. By accepting these Terms of Use, Users accept the provisions of the Privacy Policy, which are incorporated herein by reference.
    2. GhostBloggers will comply with all applicable Data Protection laws, and will use appropriate technical measures to protect any Personal Data from unauthorized disclosure or use.
    3. Users will comply with all applicable Data Protection laws, and will provide GhostBloggers, at User's cost, with all reasonable assistance in this respect.
  11. Quality ratings
    1. GhostBloggers is entitled to set up a system of quality ratings, in order to allow Users to have visibility on how other Users rate the quality of certain Content.
    2. GhostBloggers will have no liability in respect of this rating system, and is under no obligation to provide any feedback or explanation to User inquiries in this respect.
  12. General Provisions
    1. GhostBloggers may suspend the provision of services or access to the Website at its discretion, with or without notice. GhostBloggers will never incur any liability as a result thereof.
    2. GhostBloggers may assign part or whole of its rights and duties under the Terms of Use or the Website to any third party, without any notice. Users may not assign any of their rights or duties without GhostBloggers prior written agreement, which GhostBloggers may accept or refuse at its discretion.
    3. All aspects of the relationship between Users and GhostBloggers (including these Terms of Use and the rights and obligations arising as a result) are subject to the laws of Belgium. In case of conflict, only the Courts of Brussels will have jurisdiction.
    4. Notwithstanding the foregoing, GhostBloggers may elect to set up a system of online dispute resolution. If that is the case, GhostBloggers will inform Users of the applicable terms thereof, and they will apply as from the moment indicated in such notice (including for existing disputes, or disputes arising out of events pre-dating such notice, if so elected by GhostBloggers).
    5. If any provision of the Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.
    6. These Terms of Use, and the documents incorporated herein by reference, constitute the whole agreement between GhostBloggers and the User, to the exclusion of any other document or statement.
  13. Definitions
    1. Content: Content material offered for Sale on the Website, which will typically consist of copywriting material, such as would commonly be used for blog posts by owners or publishers thereof. GhostBloggers may include new categories of content material into this definition at any time.
    2. Intellectual Property Rights: means rights of exclusive or restrictive use, such as patents, designs, models, drawings, copyrights, software rights, database rights, trade marks, services marks, know-how, web domain names, trade names (all whether registered or not, and including any applications thereto) and in general all rights of a same or similar nature, anywhere in the world including all extensions, reversions, revivals and renewals thereof.
    3. Minimum Payout Threshold: the minimum net amount payable to a Writer, necessary to trigger actual payment duty on GhostBloggers. Except if stated otherwise on the Website, the amount is equal to € 50,-.
    4. Purchaser: a User who purchases Content through the Website.
    5. Sale (and conjugations like "Sold" or "Sell"): the transfer, assignment or licensing of certain Intellectual Property Rights as further described in clause 5 of these Terms of Use.
    6. Terms of Use: these terms of use, including any document incorporated herein by reference.
    7. User: means a user of the Website, who has successfully passed the registration process of the Website, and who has validly accepted these Terms of Use.
    8. Website: The website through which GhostBloggers offers its services online, currently www.ghostbloggers.net, or any successor or other url indicated by GhostBloggers from time to time.
    9. Writer: a User who offers Content for Sale through the Website.

These Terms of Use version 1.0.0
Dated 27 February 2011
End of document

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