Our Terms and Conditions

February 16, 2016

Thank you for choosing DLA Editors & Proofers ("the Company") for your editing and proofreading needs (the "Service"). This User Agreement (the "Agreement") is a binding legal agreement between you ("the Customer") and the Company (collectively the "Parties"). The Agreement gives the Customer certain rights and responsibilities as more fully described below.

The Customer acknowledges that the Agreement, together with the Company's Privacy Policy (collectively the "Terms"), govern the Customer's use of this Service. BY USING THE SERVICE IN ANY WAY, THE CUSTOMER UNCONDITIONALLY ACCEPTS THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF THE CUSTOMER OBJECTS OR DOES NOT OTHERWISE WISH TO BE BOUND BY THIS AGREEMENT, THE CUSTOMER MAY NOT USE THE SERVICE.

The Agreement incorporates by reference the Privacy Policy, which is located at www.DLAEditors.com/privacy_policy.html (the "Privacy Policy"). Therefore, before using the Service, the Customer should carefully read this Agreement and associated the Privacy Policy (collectively, the "Terms").

I.
MODIFICATION

This Agreement may be unilaterally modified at any point in the future. The date of the most recent revisions to the Agreement will appear at the top of this document. CONTINUED ACCESS OF THIS SERVICE BY THE CUSTOMER WILL CONSTITUTE THE CUSTOMER'S ACCEPTANCE OF ANY MODIFICATIONS, CHANGES, OR REVISIONS TO THE TERMS.

II.
DEFINITIONS

A.

A "Citation Source" is the source referenced in a citation from which a quote or other information has been obtained and included in a document.

B.

"Citation Source Verification" or "Verification of Citation Sources" is an optional service provided by the Company. With this option, the Company will, to the best of the Company's ability, attempt to find the Citation Sources on the Internet to address any missing or inaccurate information in the citations in the Customer's document.

C.

A "Communication" is any notice, record, agreement, or other type of information made available to the Customer or received from the Customer in connection with the Service and third party services.

D.

The "Content" is all information, content and services displayed on, communicated to, transmitted through, or used in connection with DLAEditors.com, including, but not limited to, news articles, reviews, messages, directories, guides, client testimonies, text, data, photographs, images, illustrations, artwork, audio clips, video, document templates, html, source and object code, modules, trademarks, trade names, logos, advertising materials, button icons, software, works of art, compilations or collections of works, etc., as well as its selection and arrangement, and is owned by the Company. It includes the names "David Lombardino," "DLA Editors," "DLA Editors & Proofers," "DLA Editors and Proofers," and the names and email addresses of David Lombardino and the editors or any others working for the Company. It does not include documents submitted by the Customer to the Company for proofreading or editing.

E.

The "Contract for Services" will consist of the terms of this Agreement and the Privacy Policy, including, but not limited to, the Payment Options, Due Date Minimum Turnaround Time, Project Fee and Remainder Due, as well as any amendments, modifications, conditions, or special instructions provided by the Customer to which the Company agrees. The effective date for the Contract for Services shall be the date and time upon which the Deposit is received by the Company. Once effective, the Contract for Services may be modified, amended or substituted in writing only, with the written or electronic signature of both parties.

F.

The "Cure Period" is a period of five (5) business days in which the Company has to provide the Customer with the Free Second Edit.

G.

A "Defect" is any bug, error, problem, corruption, virus, incompatibility, or defect that would in any way prevent or interfere with the Company's ability to edit the Customer's document.

H.

The "Deposit" is either a portion of the Project Fee or the entire Project Fee, as described on the www.DLAEditors.com website. For Per Hour projects, the Deposit may be a retainer to be used as a credit toward the total anticipated Project Fee.

I.

The "Document Submission Form" is the form on the "Submit a Document" page of the www.DLAEditors.com website located at https://www.DLAEditors.com/submissionform/submit_document.aspx.

J.

The "Due Date" is the date and time by when the Service will be completed. The Parties agree that the Due Date is the latest date and time by when the Company is to have the Customer's document edited and ready to return to the Customer. The Parties further agree to use the Central Time Zone (U.S.) when calculating the Due Date.

K.

The "Free Second Edit" is editing and proofreading services provided by the Company following the submission of a Notice of Dissatisfaction. The Company will make any necessary changes, to the best of the Company's ability, to address the issues raised in the Notice of Dissatisfaction at no additional charge to the Customer. The Free Second Edit is limited to the contents of the original document that was submitted to the Company.

L.

The "Minimum Turnaround Time" is the minimum time the Company will need to edit the Customer's document. The Minimum Turnaround Time is determined by, among other factors, the level of service requested, the number of words to be edited, the Company's availability to edit the Customer's document, the time the Customer completes the submission, and any other additional instructions the Customer provides on the Document Submission Form or otherwise provided IN WRITING.

M.

The "Notice of Dissatisfaction" is the written notice that the Customer submits to the Company if the Customer is dissatisfied with the Service. The Notice of Dissatisfaction must clearly state the reason(s) for the Customer's dissatisfaction. An unsupported statement such as "I'm not happy," "I'm not satisfied," or "This is not what I wanted" is not sufficient reason for a Notice of Dissatisfaction. Instead, the Notice of Dissatisfaction must include specifically how the Company's work on the Customer's project did not meet the terms of the contract between the Customer and the Company. The Notice of Dissatisfaction must be received by the Company no later than thirty (30) calendar days after completion of the Service.

N.

The "Payment Option" is the method of payment, whether Per Word or Per Hour, as defined in the following paragraph, that the Customer chooses on the Document Submission Form when submitting a document to the Company to be edited. The Customer's choice of Payment Option will be made at the time the Customer submits the Document Submission Form and will be the Customer's final decision on the Customer's choice of Payment Option, as well as the Customer's agreement to the prices, fees, reimbursement possibilities, payment terms and all other characteristics as described on the www.DLAEditors.com website for the chosen Payment Option.

O.

For the purposes of this Agreement, the term "Per Word" means that the price will be calculated on a per-word basis, and the term "Per Hour" means that the price will be calculated on a per-hour basis.

P.

The "Project Fee" is the total fee owed for a submission and will be either: (1) the total number of words multiplied by the per-word rate; or (2) the total number of hours worked on the Customer's project multiplied by the per-hour rate. The Project Fee may be reduced by discounts or coupons, and will be comprised of the Deposit and the Remainder Due, if any. Please be advised that the published rates are subject to change at any time. However, a change in the Per Word or Per Hour rate will not affect the Project Fee after the performance of services has begun on a specific editing project.

Q.

The "Remainder Due" is the Project Fee less the Deposit and/or credits applied to the Project Fee. The Remainder Due may be more or less than the Deposit, depending on any credits applied or any other modifications made to a project after it has been submitted to the Company but before the Company has finished the Company's editing, proofreading or other work on the project.

R.

The Company's "Suppliers," collectively, are the Company's affiliates, licensors, third-party content or service providers, dealers and suppliers.

III.
COMMUNICATION

All communications regarding these Terms should be sent via email to email@dlaeditors.com. The Company will use its best efforts to respond promptly to emails regarding the Service or these Terms.

IV.
CONFIDENTIALITY

All Communication with clients, potential clients, associates, potential associates or anyone else regarding the Service or the Company is deemed confidential. No email or Communication between the Company and any client, potential client, associate, potential associate or anyone else regarding the Service or the Company may be used, disclosed, or published without the Company's express written consent. No portion of the www.DLAEditors.com website may be used, disclosed, or published without the Company's express written consent. The Company considers the Content of www.DLAEditors.com to be protected by all applicable privacy, confidentiality, and intellectual property laws.

V.
RESPONSIBILITY FOR YOUR CONTENT

A.

The Customer's Responsibility

By using this Service, the Customer accepts responsibility for all documents, materials, or information the Customer sends, communicates transmits or submits, or that the Customer authorizes a third party to send, communicate transmit or submit, to the Company. This material includes, but is not limited to, letters, emails, documents, presentations, or any electronic files of any kind.

B.

Scope of Liability

The Customer agrees to assume full liability resulting from the Customer's publication, distribution, transmission, communication, disclosure, or redistribution related to any and all material the Customer sends, or authorizes a third party to send, via email, uploading, or any other method, to the Company, or from the use of such material by any person. This liability includes, but is not limited to, all liability resulting from any virus, malware, spyware, worm, "Trojan Horse", or other contaminating, self-propagating, self-replicating, malicious, or destructive feature of the material.

C.

Responsibility Toward Local, State, and Federal Laws

The Customer warrants that by sending, communicating, transmitting or submitting any written work to the Company, the Customer is not in violation of any local, state, or federal laws (including Federal Copyright laws).

D.

Indemnity Agreement

The Customer agrees to indemnify and hold harmless the Company against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any lawsuit, arbitration, dispute, or similar proceeding involving, but not limited to, a criminal violation of state or federal laws (including Federal Copyright laws), a civil claim for tort, contract and/or property damages, or an administrative proceeding which arises from the publication, distribution, transmission, communication, disclosure, or redistribution related to any material the Customer sends, communicates, transmits, or submits, or authorizes a third party to send, communicate, transmit or submit, via email, uploading, or any other method, to the Company. The Customer agrees to indemnify and hold harmless the Company against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from the Customer's violation of this Agreement.

VI.
SUBMISSION PROCESS, PAYMENT AND DEADLINES

A.

Use of the Document Submission Form

Unless otherwise agreed to IN WRITING, the Customer agrees to use the Document Submission Form located at https://www.DLAEditors.com/submissionform/submit_document.aspx, pursuant to the instructions on that page, for the communication, transmission or submission of any and all documents or other files related to the Service. The Customer agrees to use the Document Submission Form as it is presented and according to its instructions. The Customer agrees to have JavaScript enabled as detailed in the Hardware and Software Requirements of these Terms. The Customer also agrees not to change or manipulate or attempt to change or manipulate the Document Submission Form, or its intended function, in any way.

B.

Information Provided by the Customer

As part of this Document Submission Form, You agree to provide all of the following information: (1) Your First Name, (2) Your Last Name, (3) Email Address, (4) the Confirmation of Your Email Address, (5) the Project Title, (6) Due Date, (7) Your Payment Option, either Per Word or Per Hour, and (8) any Comments/Additional Instructions You may have regarding Your submission.

C.

The Customer's Choice of Email Address

The Customer agrees that the email address the Customer provides will be a valid email address that the Customer uses and checks regularly. This email address should be the designated email address which the Customer anticipates using for the sending and receiving of any and all emails to and from the Company. Examples of the types of emails that may be sent by the Company include, but are not limited to, the auto-confirmation of the Customer's submission, receipts for the Customer's payments, and the notification that the editing and proofreading work on the Customer's document has been completed and is ready to return to the Customer, as well as other notifications, answers to questions, or other Communication regarding the Customer's project or the Service. The Customer acknowledges and agrees that it is the Customer's responsibility to check the Customer's email, including the "SPAM" folder (or any other folder that filters emails), in anticipation of these emails. Further, the Customer acknowledges and agrees that it is the Customer's responsibility to notify the Company in the event the Customer does not receive an anticipated email as soon as the Customer is aware that the Customer has not received the anticipated email. The Customer should note that the auto-confirmation email will be sent immediately to the Customer's provided email address upon submission of the Document Submission Form.

D.

Choice of Due Date and Payment of Deposit

The Customer acknowledges and agrees that it is the Customer's responsibility to select a reasonable and appropriate Due Date. The Customer agrees that the Customer's choice of Due Date will provide a reasonable amount of time for the Company to edit and proofread the Customer's document in accordance with the Minimum Turnaround Time. The Customer agrees that the Customer's choice of Due Date will provide a reasonable amount of time for the Customer to review the Company's work before any deadlines the Client may have related to the project. The Customer acknowledges and agrees that the Customer's submission will not be considered complete until the Company receives the Deposit and an auto-confirmation email has been sent to the email address that the Customer provided on the Document Submission Form. The Customer acknowledges and agrees that the Customer's submission must be complete before the Company starts any work on the Customer's project. The Customer acknowledges and agrees to pay the Deposit with at least the Minimum Turnaround Time left before the Due Date in order for the Company to be able to edit the Customer's document by the Customer's chosen Due Date. Unless otherwise agreed to in WRITING, if the Customer fails to pay the Deposit with adequate Minimum Turnaround before the Customer's chosen Due Date, the Customer agrees that the Customer's Due Date will BE AUTOMATICALLY REVISED to be the Minimum Turnaround Time from the date and time that the Company receives the Deposit, and that this revised Due Date will become the new Due Date for the project. Unless otherwise agreed IN WRITING, the Parties agree to use the United States Central Time Zone when calculating the Due Date.

E.

Choice of Payment Option

As defined above, unless otherwise agreed to in writing, the Customer's choice of Payment Option, whether Per Word or Per Hour, will be made at the time the Customer submit the Document Submission Form and will be the Customer's final decision on the Customer's choice of Payment Option, as well as the Customer's agreement to the prices, fees, reimbursement possibilities, payment terms and all other characteristics as described on the www.DLAEditors.com website for the chosen Payment Option. While the Company reserves the right to alter the stated price on the www.DLAEditors.com website and Submit a Document Page at any time, which will affect the Per Word or Per Hour rate, any modifications to a stated price on the Submit a Document Page will not apply to documents that have already been submitted and are being edited or otherwise worked on by the Company. However, the Company reserves the right to alter the price before entering into a new Contract for Services.

F.

Comments and Additional Instructions

The Customer agrees also to provide on the Document Submission Form any and all comments and additional instructions associated with the Customer's project in a clear, unambiguous manner. If the Customer's comments or additional instructions are vague, ambiguous or otherwise unclear, or if the Customer's comments or additional instructions do not clearly or sufficiently communicate the Customer's expectations for the Customer's project in the sole discretion of the Company, the Customer agrees to be bound by the Company's reasonable interpretation of the Customer's comments and additional instructions.

G.

Acceptance of Terms

By completing the Document Submission Form, the Customer accepts that the Customer has read and agrees to the Company's Terms and Conditions and Privacy Policy. According to the Privacy Policy, and also the Personal Information and Privacy section of this Agreement, any and all information and materials the Customer provides to the Company will be held strictly confidential to the best of the Company's ability.

H.

Defects in Documents Submitted for Editing

The Customer warrants that the documents the Customer submits for editing are free of any Defect. Defects are known to occur, for example, in Microsoft Word® documents that are drafted, or whose different parts are drafted, at different stages, using different versions of Microsoft Word® or other word processing programs purportedly compatible with Microsoft Word®. Defects are known especially to occur when the document contains an internal numbering system such as outlining, numbered lists or footnotes. For example, one common bug causes the fonts and formatting to reset to Microsoft Office's default setting each time the user enters a carriage return.

While the Company has many years of experience using Microsoft Word® and other software for editing documents in a professional environment, and has often seen documents plagued by a Defect, the Company does not presume technical expertise in the use of Microsoft Word®. The Company does not promise to be able to resolve any technical issue that is native to any document submitted and/or that pre-existed or pre-dated the submission of any document to the Company. The Company does not promise or presume to offer such technical services and can only work with the document in the condition as it is at the time the Customer submits it to the Company.

The Customer acknowledges and agrees that the Company does not warrant, promise or covenant to be able to cure the Customer's document of any Defect it may have, which resulted from circumstances that existed prior to the Customer's submitting a document to the Company for editing. The Customer agrees to hold the Company harmless for any consequences from any Defect that is native to a document and/or pre-existed or pre-dated the submission of the document to the Company for editing. The Customer agrees particularly to hold the Company harmless for any inability to edit or proofread the Customer's document, or for any unedited portion of the Customer's document, resulting from any Defect that is native to the document and/or pre-existed or pre-dated the submission of the document to the Company.

In the event of a lawsuit, the determination of whether there was a Defect native to the Customer's document and/or that pre-existed or pre-dated the submission of the Document will be objectively made on the basis of the document that was submitted at the time the Deposit was paid and the Parties entered into the Contract for Services.

I.

When the Submission Becomes a Contract

The Customer's submission and the auto-response email to the Customer's submission, which will include all the information the Customer submit on the Document Submission Form, as well as these Terms and the Customer's agreement with them, will be considered as a proposal only. This proposal will constitute an offer to enter a contractual relationship with the Company. In other words, the Customer's submission and the auto-response email to the Customer's submission, by themselves, are not a promise or guarantee on the part of the Company to engage in any work. The Customer's submission and the auto-response email will become a binding contract between the Customer and the Company for the work to be done by the Company only if, as and when the Company receives the Deposit. The Customer acknowledges and agrees that the Company will not start any work on the Customer's project until the Company has received the Deposit.

J.

Modifications to the Contract

1.

Initiated by the Customer

Once the Company receives the Deposit, the Customer agrees that no modifications may be made to the project unless otherwise agreed to IN WRITING. Such modifications include, but are not limited to, changes the Customer makes to the Customer's document after the Customer submits it to the Company for editing. In the case of the Customer requesting a change in the Due Date after the Customer pays the Deposit, if the Company rejects an offer to modify the Due Date, the Due Date originally agreed to stands as the term in the contract. The Customer has no right to unilaterally change the Due Date of the project. For all modifications requested by the Customer, a failure to respond to the Customer's request by the Company does not constitute the Company's acceptance of the Customer's proposed modification to the contract. The Customer agrees to hold the Company harmless for any consequences which might result to the Customer or others from a failed attempt to modify or alter the contract.

2.

Initiated by the Company When the Company Cannot Meet the Due Date

If, after the Customer pays the Deposit, the Company determines that the Company cannot have the Customer's document edited and ready to return to the Customer by the Due Date, the Company will notify the Customer by email. At the Company's sole discretion, and for any reason, the Company may, before starting work on the Customer's project, choose either to negotiate a new Due Date with the Customer or to refund the Customer's Deposit and cancel the Customer's project. This negotiation or refund will be performed promptly after the payment of the Deposit.

If, after the Customer pays the Deposit and the Company has started work on the Customer's project, the Company determines that the Company cannot have the Customer's document edited and ready to return to the Customer by the Due Date, the Company will notify the Customer by email to negotiate a new Due Date. Such a Due Date will not become the new Due Date until both Parties have agreed to the new Due Date either VERBALLY or IN WRITING.

K.

Completion of the Work

1.

Time of Completion

The Customer's document will be considered edited and ready to return to the Customer once it has been uploaded to the Company's server. The date and time recorded by the Company's server when the edited document is uploaded will therefore be the date and time when the document will be considered to be edited and ready to return to the Customer.

2.

Email Notification and Payment of Remainder Due

Upon completion of their work on the Customer's document, the Company will notify the Customer via email that the work is completed and ready for the Customer's review. If there is a Remainder Due, the Customer agrees that, regardless of which Payment Option the Customer chooses, no work will be returned to the Customer, regardless of the Due Date, until the Customer has fully performed the Customer's obligations under the contract, which constitutes payment in full of any Remainder Due. The Customer agrees to hold the Company harmless for any failure to meet a deadline resulting from the Customer's failure to pay the Remainder Due upon completion of the the Company's work. The Customer is therefore advised that it is the Customer's responsibility to select the Due Date to allow the Customer sufficient time to receive the notification by email that the Customer's document is edited and ready to return to the Customer, to pay any Remainder Due for the project, to receive the Customer's edited document by email, and to review the Company's work on the Customer's edited document before any other deadlines the Customer may have.

3.

The Customer's Choice of Email Address

The Customer acknowledges and agrees that the email address the Customer provides on the Document Submission Form is an accurate and correct email address, and that this email address is the best and most efficient way to receive notification by email that the Customer's document is edited and ready to return to the Customer. the Customer agrees to hold the Company harmless for the Customer's negligence, recklessness, or any actions or omissions on the Customer's part that caused the Customer to miss a deadline despite the fact that the Company had completed the Company's work prior to the Due Date. For example, it would be considered the Customer's negligence if the notification email advising the Customer that the Customer's document is edited and ready to review arrived in the Customer's "SPAM" folder and the Customer did not check the Customer's "SPAM" folder for this notification email. It would also be considered the Customer's negligence if the Customer did not notify the Company in the event the Customer does not receive the notification email advising the Customer that the Customer's document is edited and ready to review, as soon as the Customer is aware that the Customer has not received this email. It would also be considered the Customer's negligence if the Customer provided an email address that the Customer does not actively monitor.

L.

Acts of God

Neither the Customer nor the Company shall be liable for any failure to perform either party's obligations under the Contract for Services where such failure is as a result of an "Act of God" (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, Internet access, or telephone service.

M.

Force Majeure

If either party asserts Force Majeure to excuse performance under the contract, the party asserting the excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events.

VII.
VERIFICATION OF CITATION SOURCES

Verification of Citation Sources is an optional service by which the Company will attempt to find, to the best of the Company's ability, any missing or inaccurate information in the Customer's citations. The Verification of Citation Sources will be performed by searching the Internet using the Google®, Yahoo® or Bing® search engine. The Company neither guarantees nor warrants that the Company will be able to find every source using this method. However, the Customer agree that this is the only method the Company will use, and that the Customer will have no right to reimbursement or refund if, by using this method, the Company is unable to verify the Customer's Citation Sources. In other words, the fee paid for Citation Source Verification is for the Company's reasonably best effort at verifying the Citation Sources using the method described in this paragraph, regardless of the success or failure of that method. the Customer agree to indemnify and hold harmless the Company for any inability to verify a Citation Source using the method described in this paragraph.

VIII.
SATISFACTION GUARANTEE AND REIMBURSEMENT

A.

First Notice of Dissatisfaction

The Company is committed to providing all clients affordable, high-quality proofreading and editing services. If for any reason the Customer is not satisfied with the work done by the Company, the Customer agrees, before seeking reimbursement, to contact the Company by email within thirty (30) calendar days of receiving the work with the Customer's Notice of Dissatisfaction.

B.

The Cure Period and Free Second Edit

After providing the Company the Notice of Dissatisfaction, the Customer acknowledges and agrees to provide the Company, unless otherwise negotiated IN WRITING, with a Cure Period to provide the Customer with a Free Second Edit. This Free Second Edit will allow the Company to reasonably modify the Due Date in order to make the necessary changes.

C.

The Customer's Responsibility

The Customer agrees to use the Customer's best efforts to communicate with, work with, and provide additional information, as needed, to the Company in order to make any necessary changes to the document in order to satisfy the Customer's initial expectation based on the instructions the Customer initially provided with the Customer's submission. The Customer is advised that it is the Customer's responsibility to provide adequate, clear instructions in order for the Company to fully perform work. In the event the Customer does not provide adequate, clear instructions, as detailed in the Submission Process, Payment and Deadlines section of these Terms, the Customer agrees to be bound by the Company's reasonable interpretation of the Customer's instructions.

D.

Second Notice of Dissatisfaction and Request for a Refund

If after receiving the document revised by the Company with the Free Second Edit the Customer is still not satisfied, the Customer agrees to contact the Company by email within five (5) business days after receiving the document revised with the Free Second Edit with a second Notice of Dissatisfaction to explain the reasons for the Customer's continued dissatisfaction and to request a refund.

E.

Conditions for a Refund

1.

After the Second Notice of Dissatisfaction

If no reasonable solution can be found for addressing the reasons for the Customer's dissatisfaction, and if the Customer makes reasonable efforts to assist the Company in attempting to perform the editing and proofreading services during the Cure Period, the Company will refund a portion of the fees paid by the Customer for the work. The portion of the fees to be refunded will be determined by the percent of errors left in the document relative to the number of correct changes made.

No fees will be refunded if the Customer does not contact the Company by email within thirty (30) calendar days of receiving the work with the Customer's Notice of Dissatisfaction.

No fees will be refunded if the Customer does not provide the Company a Cure Period together with all the reasons of the Customer's initial dissatisfaction. Also, no payments will be refunded if the Customer does not notify the Company of the Customer's continued dissatisfaction within five (5) business days after receiving the Free Second Edit to explain the reasons for the Customer's continued dissatisfaction and to request a refund.

2.

In Situations of Negligence or Recklessness

No reimbursement will be made, except on the basis of unsatisfactory work as provided in the previous sub-section A., or in situations of negligence or recklessness on the part of the Company.

3.

For Missed Deadlines

No reimbursement will be made for any deadlines missed as a result of the Customer's choice of the Due Date—even if the Customer selects a Due Date on a date that occurs after any other deadlines the Customer may have.

4.

Of Deposits

All Deposits are considered non-refundable once the Company has begun the work, unless otherwise provided in this section.

F.

Limits of Satisfaction Guarantee

For purposes of this Agreement, the phrase "Satisfaction Guaranteed" implies a guarantee that is limited to ensuring high-quality proofreading and editing services. It does not imply a guarantee of any grades or marks, acceptance to a school or program, acceptance by an agent or publisher, an increase in sales, or any other material gain as a result of work done by the Company. For example, if the Customer hires the Company to edit or otherwise assist the Customer in writing a grant proposal, the Company does not guarantee the acceptance or success of that proposal, and therefore does not guarantee that the Customer would receive the grant requested by that proposal. In the event of litigation over the term "satisfaction," it is to be evaluated on an objective standard, in terms of what a reasonable person in the Customer's shoes would consider an objectively reasonable, satisfactory performance.

IX.
PLAGIARISM CHECK

A.

Use of Plagiarism Software

The Company may use plagiarism software to inspect the Customer's document for suspicion of plagiarism. However, the Company does not warrant the results produced by this software.

B.

The Company's Right to Refuse to Edit a Document Suspected of Plagiarism

The Company respects and values original works of authorship. Accordingly, the Company reserves the right to refuse to proceed with the Company's work in the event the Company believes that the Customer's document has been plagiarized or that the Customer's document contains indicators suggesting that the Customer's document has been plagiarized.

If the Company refuses to proceed with the Company's work based on a reasonable belief that the Customer's document is plagiarized or that the Customer's document contains indicators suggesting that the Customer's document has been plagiarized, the Company will refund any amount paid by the Customer minus the hourly fees, if any, associated with the work performed before the Customer's document was determined to contain indicators of plagiarism. The Customer will not be charged an additional fee for the Company to analyze the Customer's document to assess whether it contains indicators of plagiarism.

Alternatively, the Company may choose, at the Company's sole option, to complete the revisions to the document in question and provide the Customer with a written notice of the Company's belief that the document is plagiarized. The Customer agrees to hold the Company harmless for the Customer's personal liability resulting from the use of plagiarized work in a document that the Company has received or edited, regardless of whether the Company has notified the client of any believe that the Customer's document contains indicators of plagiarism.

C.

The Company's Right to Limit Services on a Document Suspected of Plagiarism

Under no circumstances will the Company attempt to write, ghost-write, re-write, or otherwise edit and/or revise a document to remove or mitigate the apparent signs and/or indicators that the Customer's document has been plagiarized.

X.
PERSONAL INFORMATION AND PRIVACY

The Company will use and protect the Customer's data, such as the Customer's name and email address, in accordance with the Privacy Policy.

XI.
DOMAINS, DOMAIN NAMES AND ASSOCIATED WEBSITES

A.

Unauthorized Use of the Company's Domain Names

The Customer may not use, nor may the Customer authorize any third party to use, the DLAEditors.com domain, domain name or associated websites, or any of the Company's other domains, domain names or websites, for the sending of any email. The Customer agrees to assume full liability resulting from the Customer's dissemination of any virus, malware, spyware, worm, "Trojan Horse," spam, or other malicious, contaminating or destructive material via any unauthorized use of or access to DLAEditors.com or any servers computers or other equipment owned, leased, operated or maintained by the Company. This includes any such dissemination by any third party authorized by the Customer and includes, but is not limited to, dissemination via any document submitted to the Company.

B.

Irreparable Harm to the Company

If the Customer's access or use of the DLAEditors.com domain, domain name or associated websites, or any of the Company's other domains, domain names or websites, Service, Content, or material(s) is in connection with the transmission of spam newsgroup postings or unsolicited email in violation of this Agreement, or in the event of such access or use by a third party that the Customer authorizes, the Customer acknowledges and agrees that the Company would suffer irreparable harm as a result of such access or use of the property of the Company, and that monetary damages would be an insufficient and ineffective remedy. The Customer therefore agrees that the Company is entitled to obtain immediate injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). In addition, the Company may without restriction block, filter, or delete unsolicited email.

C.

Other Unauthorized Use

Regarding the DLAEditors.com domain, domain name or associated websites, or any of the Company's other domains, domain names or websites, or Content, the Customer may not, nor may the Customer authorize any third party to:

1.

access or attempt to access any of the Company's systems, programs or data that are not made available or intended for public use;

2.

copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way the material, including, but not limited to, any and all images, logos, icons and text, from the DLAEditors.com domain, domain name or associated websites, or any of the Company's other domains, domain names or websites;

3.

permit any third party to benefit from the use or functionality of the Service via a rental, lease, timesharing, service bureau, or other arrangement;

4.

transfer any of the rights granted to the Customer under these Terms;

5.

work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled or unavailable in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law;

6.

perform or attempt to perform any actions that would interfere with the performance of the Service, prevent access to, or the use of, the Service by the Company's other licensees or customers, or impose an unreasonable or disproportionately large load on the Company's infrastructure, including, but not limited to, the Internet Service Provider and/or server(s) hosting the DLAEditors.com domain, domain name or associated websites, or any of the Company's other domains, domain names or websites and/or associated email system(s); or

7.

otherwise use the Service except as expressly allowed under this Agreement.

XII.
COPYRIGHT

A.

Personal, Non-Commercial Use of the Content

The Customer may use the Content online only, and solely for the Customer's personal, non-commercial use. The Customer may not link to, download, print, or otherwise reproduce a single copy of any portion of the Content without the prior written consent of the Company. If the Customer operates a website and wishes to link to, or reference, the DLAEditors.com domains, domain names or associated websites, or any of the Company's other domains, domain names or websites, or Content, or otherwise refer to the services provided by the Company, the Customer may do so provided the Customer notify the Company via email at email@dlaeditors.com, receive the prior written consent of the Company, and agree to unconditionally remove the link or reference upon request from the Company. Failure to remove the link or reference upon request may result in the Company's immediately filing an action for injunctive relief. No other use or reference is permitted without the prior written consent of the Company.

B.

Examples of Unauthorized Use of the Content

The Customer may not, for example, without limitation, republish, distribute, transmit, copy or communicate any portion of the Content to or on any Internet, intranet, portal, blog, or extranet site. In addition, the Customer may not incorporate the Content into any database, compilation, archive, email, or cache. The Customer may not distribute, communicate, transmit any Content to any third party, whether or not for payment or other consideration, and the Customer may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display, or otherwise use any portion of the Content. The Customer agrees not to insert any code or product, or manipulate the Content in any way, including, but not limited to, the use of any data mining, data gathering, or extraction methods.

C.

Damage to the Company from the Unauthorized Use of the Content

The Customer agrees that any use of the Content in violation of this Agreement will result in damage to the Company of not less than 10% of the Company's previous year's revenue per use, violation, or occurrence as described in this section. The Customer acknowledges and agrees that the liquidated damages provided for in this Agreement is a reasonable amount of damages for any inappropriate use of the Content or any violation of the Company's rights under the Terms or applicable law.

D.

Requests to Use the Content

Requests to use Content for any purpose other than as permitted in this Agreement should be directed via email to email@dlaeditors.com.

XIII.
COPYRIGHT COMPLAINTS

If the Customer believes that the Customer's work has been copied and is accessible on the Service in a way that constitutes copyright infringement, the Customer may notify the Company by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512):

A.

A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

B.

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

C.

Identification of the material that is claimed to be infringing or to be the subject of infringement activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit the Service Provider to locate the material;

D.

Information reasonably sufficient to permit the Service Provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

E.

A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

XIV.
LIMITATION ON LIABILITY

A.

Overview

All Content is © the Company. The Company is not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business, or loss of data, in any way related to this Service or for any claim, loss, or injury based on errors or omissions, interruptions, or any other inaccuracies appearing in the Content (including without limitation as a result of breach of any warranty or other term of this Agreement). The Customer's remedy for claims against the Company shall be limited to the amount the Customer has paid, if any, to the Company for the use of the Service. The Company provides the best possible service to the best of the Company's ability and does not guarantee that edited documents are "perfect" or "without error." Those who choose to access the Service do so on their own initiative and are responsible for compliance with local, state, and federal laws or regulations if and to the extent that local, state, and federal laws or regulations apply.

B.

Scope of the Service and Limits of Expertise

The Company provides editing, proofreading, critique, and other document preparation services. As such, the Company does not presume or promise any particular expertise in the subject of the document the Customer submits to the Company for any of these services. The Company's proposed revisions to the Customer's document are to be considered as a recommendation only. For example, while the Company has experience editing and proofreading legal documents, the Company's editing or proofreading of a legal document does not constitute and is not intended to replace legal advice. In editing a legal document, the Company may make changes in word choice that may or may not have legal consequences. It would be the Customer's responsibility to consult with a lawyer regarding the legal consequences of those changes and to determine whether it is in the Customer's best interest to accept or reject the proposed revisions to the document.

C.

Indemnity Agreement

The Customer agrees to indemnify and hold harmless the Company against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any lawsuit, arbitration, proceeding, dispute, or similar proceeding involving, but not limited to, a criminal violation of state or federal laws (including Federal Copyright laws), a civil claim for tort, contract and/or property damages, or an administrative proceeding which arises from the publication, distribution, transmission, or redistribution related to any material the Customer sends, or authorizes a third party to send, via email, uploading, or any other method, to the Company. The Customer agrees to indemnify and hold harmless the Company against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from the Customer's violation of this Agreement.

XV.
DISCLAIMER OF WARRANTIES

A.

Overview

With the exception of the provisions detailed in the Satisfaction Guarantee and Reimbursement section of this Agreement, the Service and any Content accessible through the Service are provided "as-is" and, to the maximum extent permitted by applicable law, the Company and the Company's Suppliers disclaim all guarantees and warranties, whether express, implied or statutory, regarding the Service, Content, and related materials, including any warranty of fitness for a particular purpose, title, merchantability, and non-infringement. The Company does not warrant that the Service, Content, third party services or online services are secure or free from bugs, viruses, interruption, or errors, or that the Service will meet the Customer's requirements. Further, the Company does not warrant access to the Internet or to any other service or content or data through the Service.

B.

The Customer's Rights

Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to if the Customer's primary address is located in one of these states. In that event, any implied warranties are limited in duration to thirty (30) calendar days from the date of purchase or delivery of the Service, as applicable. However, some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to the Customer if the Customer's primary address is located in one of these states. This warranty gives the Customer specific legal rights, and the Customer may have other rights that vary from state to state.

C.

The Customer's Responsibility

The Customer is solely responsible for ensuring that the Customer's use of this Service, or the Customer's access to or review of the Content, is in accordance with applicable law.

XVI.
CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT")

A.

Consent to Electronic Communications

The Company may be required by law to send Communications to the Customer that may pertain to the Service, the use of information the Customer may submit to the Company, and the services the Customer chooses. The Customer agrees that the Company, on behalf of the Company, and others who administer such services (as applicable), may send Communications to the Customer by email. The Customer consents to receive these Communications electronically.

B.

Consenting to Do Business Electronically

The decision whether to do business electronically is the Customer's, and the Customer should consider whether the Customer has the required hardware and software capabilities described below. The Customer's consent to do business electronically and the Parties' agreement to do so covers all transactions the Customer conduct through the Service for as long as the Customer remain a customer of the Company.

C.

Hardware and Software Requirements

In order to access and retain an electronic record of Communications, the Customer will need or have access to: a computer, a monitor, a connection to an internet service provider, internet browser software that supports 128-bit encryption and has JavaScript enabled, and an email address. By using the Service, the Customer is confirming to the Company that the Customer has the means to access, and to print or download, Communications. The Company does not provide internet service provider services (e.g. access to the internet). The Customer must have the Customer's own internet service provider. If the Customer, or any third party the Customer authorizes (e.g. the Customer's internet service provider), fail to possess and maintain these hardware and software requirements, the Customer waives any and all right to any recourse, including, but not limited to, claims for reimbursement, against the Company for the Company's not returning to the Customer any and all edited documents, or other product of the Service, by any specified or otherwise agreed deadline.

D.

Withdrawal of Consent

If the Customer later decides that the Customer does not want to receive future Communications electronically, the Customer must write to DLA Editors & Proofers, 1700 Post Oak Blvd., 2 Blvd Place, Suite 600, Houston, TX 77056. If the Customer withdraws the Customer's consent to receive Communications electronically, the Company will terminate the Contract for Services and the Customer's use of the Service with no recourse for reimbursement on the Customer's behalf, or any other penalty to the Company.

E.

Changes to the Customer's Email Address

The Customer agrees to notify the Company via email to email@dlaeditors.com promptly of any change in the email address the Customer would like to use for Communications. The Company is not responsible for any missed deadline due to the Customer's failure to notify the Company of a change in the Customer's email address.

XVII.
JURISDICTION

The laws of the State of Texas shall exclusively govern this Agreement. Venue for any mediation, litigation, special proceedings, or other proceedings as between the Parties that may be brought or arise out of, in connection with, or by reason of this Agreement, shall be in Harris County, Texas.

XVIII.
MERGER

The Agreement, the Contract for Services, the Privacy Policy, the auto-response email, and confirmation email from the Company collectively constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements, and understandings with respect to the Service. Any alleged oral representations not included in the Agreement are not part of this Agreement. This Agreement may be amended only IN WRITING and by mutual agreement of the Parties.

XIX.
TIME IS OF THE ESSENCE

Unless otherwise agreed to IN WRITING, time is of the essence for the completion of the work described in this Agreement. The Customer agrees to tender payment for the work to the Company in a timely manner. In turn, the Company agrees to perform the Company's obligations under the Contract for Services by the Due Date, or otherwise within the time period agreed to by the Parties. Any failure by the Customer to tender payment in a timely manner shall constitute a material breach of this Agreement.

XX.
ARBITRATION

A.

In the Event of a Dispute

In the event of any dispute between the Parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or similar organization) in effect at the time such arbitration is initiated, and subject further to the provisions of the Texas Arbitration Act, incorporated by reference. A list of arbitrators shall be presented to the Claimant and Respondent from which an arbitrator will be chosen using the applicable rules. The hearing shall be conducted in Houston, Texas unless both Parties consent to a different location. The decision of the arbitrator shall be final and binding upon all Parties.

B.

Allocation of Costs

The arbitrator may, under his or her discretion, allocate all or part of the costs of arbitration to the prevailing party, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party.

XXI.
SEVERABILITY

If any provision of this Agreement is held unenforceable, then such provision shall be modified, under the discretion of a judge or arbitrator, to reflect the Parties' intention at the time that the Parties entered into the Agreement. All remaining provisions of this Agreement shall remain in full force and effect.

XXII.
NON-WAIVER

The failure by one of the Parties to immediately require performance of any provision of this Agreement shall not affect that Party's right to require performance at any time thereafter, nor shall a failure of the Parties to immediately declare a Party in default after a breach of this Agreement constitute a waiver of any right to sue for a subsequent breach of this Agreement, or constitute a waiver of the provision itself.

XXIII.
INSTITUTING A PROCEEDING

Prior to initiating an action against the Company, the Customer must advise the Company via certified mail of the Customer's alleged dispute. This notification must be sent within thirty (30) calendar days from the date the Customer knew or should have known of the alleged dispute. If the Company is the prevailing party, the Company is entitled to reasonable attorneys' fees for enforcing or defending any aspect of this Agreement and any legal dispute related to the Customer's use of this Service.

XXIV.
REFUSAL OF AGREEMENT

If the Customer does not agree to the terms contained in this Agreement, the Customer must exit the Service. The Customer may do so by closing the Customer's browser, or by clicking the back button on the Customer's browser to return to the previous site.

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