Terms and Conditions

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SERVICES PROVIDED

SmithEdition, L.L.C. (SmithEdition) agrees to review, proofread, edit, re-create, and/or re-write the materials, documents, and Confidential Information (“materials/documents”) submitted to it by Client which may include, but are not limited to, manuals, manuscripts, newspaper, magazine, and/or other types of articles, legal briefs and pleadings, catalogs, correspondence, and any draft of the foregoing (“Services”).

The Client agrees to engage SmithEdition to provide Client with the Services set forth above and SmithEdition agrees to provide such Services to Client.  The Services may also include any other tasks which the Parties agree to in writing. 

TERM OF AGREEMENT

The term of this Agreement (“Term”) will begin on the date of the Agreement and will remain in full force and effect until completion of the Services by Company and payment in full by Client to the Company for such Services, subject to earlier termination as provided herein.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided herein, all monetary amounts referred to in this Agreement are in US Dollars. 

TERMS AND CONDITIONS OF SERVICE

1.  ACCEPTANCE OF TERMS AND CONDITIONS
By entering into and executing this Agreement, Client contracts the Services of SmithEdition and acknowledges, accepts, and agrees to be bound by the Company’s terms and conditions as detailed herein.
 

2.  FEES AND COMPENSATION
Client will submit to SmithEdition materials/documents for review and evaluation by the Company to determine the extent and scope of the Services to be provided.  Following such review and evaluation and after a discussion with the Client as to what is required, SmithEdition will provide Client with a written quotation of the expected costs to perform its Services and an expected completion date.  Compensation for the Company’s Services shall be based on a per hour, per 1,000 words, or flat fee as agreed to by the Parties in writing.  In the event Client increases the original Services’ word count and/or requests additional services be performed by the Company, a revised contract quotation and job-completion shall be negotiated by the Parties.
 

3.  EXPENSES
Client will reimburse SmithEdition from time to time for all reasonable and necessary expenses incurred by the Company in connection with providing the Services.  All such expenses must be pre-approved by the Client in writing.
 

4.  CONFIDENTIALITY
Confidential information (“Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to Client.  Client acknowledges the originality of the Confidential Information submitted to SmithEdition and accepts entire responsibility for its accuracy, appropriateness, and legality including, but not limited to, compliance with any federal or state law, and represents that such information does not infringe, misappropriate, or otherwise violate any copyright, trademark, or other intellectual property right, statute, regulation, and common law rule.
 

SmithEdition agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Company has obtained, except as authorized by the Client or as required by law.  The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
 

All written and oral information and material disclosed or provided by the Client to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.
 

5.  OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the Intellectual Property”) that is developed or produced by SmithEdition for Client under this Agreement is a “work made for hire” and will be the sole property of the Client.  The use of the Intellectual Property by the Client will not be restricted in any manner.
 

SmithEdition may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. SmithEdition will be responsible for any and all damages resulting from the unauthorized use by the Company of the Intellectual Property.
 

6.  OWNERSHIP & COPYRIGHT OF SUBMITTED, EDITED, OR CREATED MATERIALS
Client materials, documents, and Confidential Information are received then returned electronically by means of a secure file transfer system and/or other delivery method as mutually agreed to in writing by the Parties which reduce(s) concerns about unreliable attachment methods. Client  must have and provide the Company a valid email address.  Client retains sole copyright, ownership, intellectual property, and control over all materials/documents submitted to the Company, including any subsequently edited, created, or developed by SmithEdition and/or its editors.
 

7.  RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Company will return to the Client any materials, documents, property, records, or Confidential Information which is the property of the Client.
 

8.  CONTENT OF SUBMITTED, EDITED, OR CREATED MATERIALS
Client is reminded that breach of copyright and plagiarism are illegal. SmithEdition assumes NO liability for the infringement of third party copyright in the content of documents, materials, and Confidential Information submitted to it by Client.  It is the  sole responsibility of Client to properly research and include all acknowledgments and citations within the documents and materials provided to SmithEdition by Client for review, editing, re-creating, and/or rewriting.  Furthermore, SmithEdition is neither responsible nor liable for any damage to computer hardware, software, websites, content, or any other assets arising from the distribution of computer viruses.
 

9.  RESPONSIBILITY
All Client documents are reviewed, edited, re-written, and/or re-created to a high standard. However, SmithEdition provides no guarantee that Client’s work will be error-free.  SmithEdition does, however, guarantee that the Company will re-edit at no additional cost the Client’s original documents/materials according to the Client’s ORIGINAL instructions should the Client locate and specify any errors or omissions after the initial Services are performed.  SmithEdition is not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind including, but not limited to, loss of revenues or profits, loss of business or reputation, or loss of data in any way related to the Company’s Services.  SmithEdition is not responsible for any claim, loss, or injury based on errors or any other inaccuracies appearing on the Company’s website or in the Client’s written documents/materials including, without limitation, as a result of any breach of the terms of this Agreement.  All SmithEdition editors provide the best possible service to the best of their ability and cannot guarantee that the written documents or materials are “perfect” or “without error.”  The depth of editing provided will vary based upon the editor selected, the level of services contracted, and the magnitude of instructions provided by the Client while placing their original order.
 

10.  INDEMNIFICATION
Client agrees to indemnify and hold SmithEdition, its subsidiaries, affiliates, agents, employees, contractors, owners, and officers harmless from any claim, including for reasonable attorney’s fees, or as may be made by any third party due to or arising from use of the Company’s website, Services, a violation of the terms and conditions of this Agreement by the Client, or infringement of any intellectual property or other right of any person or entity by the Client.
 

11.  REFUNDS / CANCELLATION POLICY
Client acknowledges and agrees to SmithEdition’s refund policy which clearly states that all editorial and consulting services are performed to the best of the Company’s abilities, begin immediately upon ordering, and are rendered on the Company’s behalf in good faith.  Cancellation of editing services by the Client must be submitted to the Company in writing via email.  Phone calls, voice or chat messages, faxes, and/or standard post/letters will not be acknowledged as a formal cancellation.  Upon receipt, SmithEdition will cancel the project and immediately discontinue the Company’s Services.  Upon successful discontinuation/cancellation of the Services, SmithEdition will contact the Client within 24 hours and notify them of their editing status.
 

Editing service charges will be calculated and retained according to the degree of services provided, if any, by SmithEdition prior to receipt and successful cancellation of Client’s Services request.  Services already performed by SmithEdition will be delivered along with the remainder of the payment for Services not performed due to cancellation.   No service credits, or refunds will be issued for Services ordered and completed by SmithEdition.  All fulfilled Services are electronically transferred via email to the Client’s originally submitted email address, unless other delivery methods are agreed upon.
 

12.  REQUESTS FOR RE-EDITING
Client agrees to resolve any questions, concerns, or disputes regarding the quality of SmithEdition’s  completed Services by formally submitting a written request for a re-edit to the Company.  This re-edit request must specifically outline all questions, concerns, and/or possible editorial errors or omissions so SmithEdition may clearly address, respond to, and/or correct any areas of concern to Client as quickly and professionally as possible.  A request for a review and re-edit applies only to Client’s originally submitted materials/documents which will be re-edited according to Client’s original written instructions.  Corrections consist of any grammar, spelling, punctuation, editorial changes, or possible mistakes within the final edited work returned to the Client by SmithEdition.  It does not include any additional revisions, re-editing, changes, additions, or alterations made by the author/Client after delivery of the Services by Company. (This would create a new document and require that new editing Services be ordered and a revised quotation be negotiated.) SmithEdition will acknowledge receipt of the Client’s request for a review and begin immediate re-editing within 24 hours.
 

13.  CLAIMS OF MISREPRESENTATION
The editing services described within our website or discussed directly with SmithEdition editors are open guidelines for the Client to determine their specific editorial needs.  As each project and client are unique, SmithEdition will provide the Services based upon the specific instructions outlined by the Client when originally placing an order.  Under no circumstances does SmithEdition intend to mislead or fraudulently portray the Services it provides.  All efforts are made to honestly describe and provide the Services set forth within our website. Writing samples are available upon request.
 

14.  MODIFICATION OF TERMS & CONDITIONS AS DISPLAYED ON SMITHEDITION’S WEBSITE
The terms and conditions contained herein may be amended, altered, or revoked at any time, for any reason, and without notice.
 

15.  CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that SmithEdition is acting as an independent contractor and not as an employee.  The Company and Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for the Services as defined herein.  The Client is not required to pay, or make contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Company during the Term of this Agreement.  The Company is responsible for paying, and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Company under this Agreement.
 

16.  NOTICE
All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the following address:

  Company: SmithEdition, L.L.C.
     550 West Baseline Road
     Suite 102 – 240
     Mesa, Arizona 85210

17.  INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occur in connection with this Agreement.  This indemnification will survive the termination of this Agreement.
 

18.  MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
 

19.  TIME OF THE ESSENCE
Time is of the essence in this Agreement.  No extension or variation of this Agreement will operate as a waiver of this provision.
 

20.  ASSIGNMENT
SmithEdition will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
 

21.  ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided herein.
 

22.  ENUREMENT
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
 

23.  TITLES / HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
 

24.  GENDER
Words in the singular mean and include the plural and vice versa.  Words in the masculine mean and include the feminine and vice versa.
 

25.  GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of Arizona.
 

26.  SEVERABILITY
In the event any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
 

27.  WAIVER
The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.