Updated: May 21st, 2020

These Terms and Conditions (the Agreement) govern the provision of content creation services by the Writer to Decoded which shall include, without limitation, written posts, information, data, text, reviews, and comments, software, scripts, graphics, and interactive features (the Content or the Services). In this Agreement, we, us, our or Decoded means Decoded Ventures Limited (and our successors' and assigns') and Writer, your and You will refer to the freelance content writer who provides the Service and submits the Content through the writer’s account (the Writer’s Account) on www.decoded.africa (the Website).  This Agreement applies to all Writers providing the Services to Decoded. Please read this Agreement carefully before providing the Services. Agreeing to provide the Services by clicking "Sign up" and/or providing the Services by submitting Content on the Writer’s Account constitutes your acceptance and agreement to be bound by this Agreement, and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be modified from time to time without notice to you.

Decoded reserves the right, at any time and from time to time, to amend or to modify this Agreement without prior notice to you, provided that if any such alterations constitute a material change to this Agreement, Decoded will notify you by posting an announcement on the Website. Amendments and modifications shall take effect immediately when posted on the Website unless otherwise stated. By continuing to  provide the Services after any such amendments or modifications, you agree to be bound by such amended or modified Agreement. For this reason, we encourage you to review the Agreement whenever you provide the Services. If you do not agree to any change to these Agreement, then you must immediately stop providing the Services.

  1. Registration

To provide the Services, you must register for a Writer’s Account on the Website. You must provide accurate and complete information and keep your Account information updated. You should never publish, distribute or post login information for your Account including sharing your password with third parties. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. You agree to notify Decoded promptly of any unauthorized use of your account and of any loss, theft or disclosure of your password. Failure to comply with these requirements shall constitute a breach of these Terms of Service and shall constitute grounds for immediate termination of your account and your right to use the Website. DECODED WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR ACCOUNT AND/OR CONTENT AS A RESULT OF YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION OR TO KEEP YOUR ACCOUNT SECURE.

2. Іntelleсtuаl Prоperty Rіghts

2.1 You agree that Decoded is the exclusive owner of all intellectual property, innovations, and developments to any Content submitted under this Agreement. You hereby agree to the conditions stipulated by this Agreement. By submitting any Content to the Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such Content including without limitation for promoting and redistributing part or all of the Content  (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Writer’s Account or the Services.

2.2 You represent and warrant that you are the exclusive owner and author of the Content to be assigned and delivered to Decoded with its title, that you have all rights related to the Content and Services, that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. You represent and warrant that there has been no publication without reservation of copyright within your knowledge or consent anywhere in the world; the Content or any part of it can be transferred, assigned, conveyed, or be disposed of in any other way; that you have in no way granted any rights of any character of the Content, its part of it, to any third party, other than Decoded, nor have you given any license, right, or privilege with relation to any of the rights given to any person other than Decoded; and you have caused or permitted to be done any act or thing by which any of the rights under this Agreement have been impaired in any way.

2.3 You certify that there are no outstanding agreements or obligations that are in conflict with the terms of this Agreement, or that would preclude you from complying with its provisions. You will not execute any other agreements that contradict this Agreement. You will not attempt to overburden the conditions given by this Agreement or perform any action in case of which the rights granted to Decoded might be diminished in any way. If there is a conflict between the terms of this Agreement and any other Agreement, this Agreement shall prevail (as among Decoded and you) unless Decoded and you agree in writing that such other agreement will override this Agreement.

2.4 You grant Decoded the right to register copyright of the Content in Decoded’s name (assignee) as the owner of registration of copyright of the literary property in any country or countries Decoded deems feasible, including countries where copyright has not been acquired.  All copyrights are to be obtained solely in the name of Decoded (assignee), and you agree to execute any and all documents or instruments in any country  that may be needed for registration of copyright.

2.5 You agree to indemnify, and hold harmless Decoded and its assigns against any claim, demand, recovery, liability, or expense that may be imposed toward Decoded because of the Content for the following reasons: (1) any infringement or breach of any owner right or copyright; (2) any unlawful matter contained in the Content which is the subject matter of this Agreement; (3) your gross negligence or willful misconduct relating to your duties under this Agreement; (4) your breach of any provision of this Agreement; (5) any matter that may prejudice Decoded’s security or its assigns of the full benefit of the rights granted in this Agreement.

2.6 If a claim, demand, or action is made against Decoded or its assignees, which are based on assertions of infringement or violation of copyright or illegitimate matter in the Content, you have to defend Decoded. If you fail to discharge this stipulation, Decoded may make any required defense, and the costs and attorney fees, along with the amount of any judgment or other recovery for which Decoded is liable, shall be charged to and paid by you. You shall give notice as promptly as reasonably practicable to Decoded of future or pending legal proceedings that you become aware of, threatened or commenced against it or Decoded.

3. Quality Control

3.1. The Content shall conform to Decoded requirements, and should be completed in accordance with Decoded requirements including, but not limited to the following:

•    article topic

•    Number of topics in a given period

•    Content is submitted by Due Date.

Following revision comments

3.2 Decoded shall complete a quality control assessment  before the Content is published. Further evaluation may be done if there are complaints by readers.

4. Pаyment Terms аnd Conditions

4.1. Basis of Payment

You shall be entitled to earnings for submitted Content that is published that adheres to the provisions of this Agreement.

4.2. Payment Platforms: You may choose one of the Payment Options used by Decoded for the processing of funds depending on your residence, from the following list:

•    Mpesa

•    Stripe

Paypal

5. Termіnаtіоn

5.1. If it is discovered that you have violated, failed or refused to adhere to this Agreement or is culpable of severe misconduct connected to your fulfillment of duties set forth in this Agreement, Decoded may terminate Your Account immediately without notice to You.

6. Соnfіdentіаlіty

6.1. You acknowledge that during the term of this Agreement, you may be exposed to or be acquainted with a certain invention, innovation, trade secret, process, information, record or specification that is under the ownership of or licensed to Decoded or in use by Decoded related to business operations. These operations may include the business and product processes, accounts, methods, and procedures.

6.2. You will not discuss or disclose in any way, any of the subjects or items mentioned in this Agreement, or use any of the topics or items discussed herein, during the affectivity of this Agreement or afterwards, unless it is required in the regular course of business with Decoded.

6.3. Any file, record, document, blueprint, specification, information, letter, note, media list, original artwork, notebook, or similar item connected to the business of Decoded, whether put together by You or coming into You’s possession in any other way, shall be Decoded’s exclusive property. You are prohibited from keeping any copy of the items mentioned above without prior written permission of Decoded.

7. Іndependent Соntrасtоr

You understand the relationship between You and Decoded is for rendering services as an independent contractor, and You is not an employee or agent for Decoded.  You have no power to take on or create any obligation or commitment on behalf of Decoded or bind Decoded, unless Decoded allows it in writing, or unless it is specifically mentioned in this Agreement.  You shall be responsible for the ways in which services are provided.

8. Decoded’s Responsibilities

Decoded shall:

8.1. Adhere to the terms of this Agreement relating to the rights of You.

8.2. Safeguard personal information provided You (personal details and contact information). Decoded will not divulge this information to any third parties.

8.3. Take requests from you and consider and contemplate them, and respond to them within a reasonable amount of time.

8.4. Inform You about any technical error/defect and fix the issue in nearest possible time.

8.5. Inform You about unforeseen issues or defects with the processing of payments.

9. Entіre Аgreement

This entire Agreement has all of the necessary conditions between Decoded and You.  No promise, statement, or inducement made by any party or agent of any party that are inconsistent herein shall be binding or obligatory. This Agreement cannot be changed or modified, unless it is done so in writing and signed by both You and Decoded, and approved in this Agreement. You and Decoded agree that this Agreement substitutes any past communication, representation, or agreement (written or verbal), between You and Decoded.

10. Mіsсellаneоus Prоvіsіоns

10.1. Severability – If any term or provision of this Agreement is held by a court of competent jurisdiction as illegal or in conflict with a law of the state where made, the remaining parts of the Agreement remain unaffected, and You’s rights will be taken and enforced such that the Agreement did not contain the invalid provision.

10.2. Governing Law - This Agreement will be governed by the laws of the Republic of Kenya.

10.3. Jurisdiction of Suit - Any proceeding or action to enforce any of these terms will be commenced in a court of competent jurisdiction in Nairobi.

10.4. Attorney’s Fees – If Decoded brings suit for a breach of any portion of the Agreement or a breach in connection with or arising out of this Agreement, You must pay all costs associated with the suit, and this includes attorney’s fees, regardless of whether suit goes to judgment

10.5 Wаіver оf Breасh - A waiver by Decoded of Your breach of this Agreement is not a waiver of another breach or a consecutive breach.  Remedies that may be given by Decoded are cumulative, with any remedy given by law. Decoded’s failure to enforce strict performance of provision of this Agreement is considered a waiver of rights/remedies that Decoded has regarding only that instance, and is not a waiver of other breaches of this Agreement.

11. Non-Compete

You agree that during the term of this Agreement, you will not publish or participate in publishing of any written work that would directly or intentionally harm Decoded financially or harm its Contents/Services, except if You receive prior written permission from Decoded to do so.

12. Indemnification

Without limiting any of your other indemnification obligations contained herein, you agree to hold harmless and indemnify us, and our officers, employees, directors, agents, shareholders, representatives, and third party users against all claims, liabilities, losses, damages, causes of action, or costs (including attorneys’ fees) that arise as a direct or indirect consequences from or out of your violation of this Agreement, any other agreement/terms of use with us, any representation/warranty contained herein or any applicable law; (II) your behavior connected with obtaining any products or services from us; (III) your submitted Content.

13. Alternative Dispute Resolution

In the event of a dispute between You and Decoded concerning the performance or interpretation of this Agreement, and if the dispute is not settled through negotiations, both parties agree that they will in good faith attempt to settle the dispute through mediation before commencing any legal action, arbitration, or other dispute resolution procedure. You agree that Decoded has the right to select a mediator. The mediation process will be confidential.

14. Changes to Agreement

Decoded has the right, in its sole discretion, to make changes, additions, or revisions to any of the terms of this Agreement at any time, without prior notice to You, by immediately posting on the Site. You agree that you will be bound by any changes made to this Agreement. You should routinely check this Agreement to review for changes.

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