Updated: May 1, 2025
This Terms and Conditions (the “Agreement”) is hereby made by and between you (the “Provider”) and MotionPoint Corporation d/b/a Key Content (“Key Content”), and contains the terms and conditions that apply to Provider’s use of the platform offered by Key Content at www.morethanwriters.com (the “Platform”), an online service platform that connects writers, photographers, designers, video makers, translators, editors, revisors, managers, consultants, developers, and other related professionals with opportunities to create, produce, translate, edit, revise, manage, advise, and/or develop content (the “Services”) as requested by Key Content through an Order (as defined below) based on the needs and requests of Key Content’s clients (the “Client”). Capitalized terms not defined in this Agreement are defined in the Order.
BY CLICKING ON THE “ACCEPT” BUTTON OR ACCESSING OR OTHERWISE BY PROVIDING THE SERVICES, FREELANCER HEREBY REPRESENTS AND WARRANTS THAT IT IS DULY AUTHORIZED TO ENTER INTO AND BIND FREELANCER OR THE ENTITY FREELANCER REPRESENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGES AND AGREES THAT ALL SUCH USE BY FREELANCER IS SUBJECT TO SUCH TERMS AND CONDITIONS.
1. ACCOUNT REGISTRATION
1.1 To have the ability to access work opportunities, review and accept orders, or to otherwise provide the Services, you must (i) complete a quality test, creating original content on topics chosen by Key Content and (ii) register for a user account (the “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not select or use a name: (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s account or registration information for the Services. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
1.2 The Provider acknowledges that the quality test does not entitle them to compensation unless explicitly stated by Key Content. Unless otherwise indicated, Key Content will use the submitted material solely for the registration process and not for publication or sale.
1.3 The Provider’s Account, which grants access to work opportunities, is of indefinite duration. Either Key Content or the Provider may terminate the Account as outlined in Section 8 of this Agreement.
1.4 The Provider acknowledges that registration and Account approval are not guaranteed. Key Content reserves the right to accept or reject any registration request at its sole discretion and may suspend or cancel an Account at any time without prior notice or liability.
2. ORDERS AND SUBMISSIONS
2.1 Key Content will notify Providers of Service requests via email or the Platform through: (i) “Open Orders” available to all Providers, (ii) “Group Orders” limited to a specific group of Providers, or (iii) “Direct Orders” assigned to a specific Provider. The notification will include project details such as nature, theme, length, style, keywords, language, quality requirements, estimated fee, deadline, and Client specifications (collectively, an “Order”). Key Content may assign the work to one or more Providers in its sole discretion.
2.2 Providers must accept an Order within a specified timeframe. If not accepted, Key Content may reassign the Order. Providers must confirm Order acceptance in writing through the designated platform. No contract is formed between the Client and Provider—only between Client and Key Content and between Key Content and Provider.
2.3 Providers shall submit the Services (the “Submissions”) in accordance with the applicable instructions, deadlines, standards, and criteria listed on an Order. Submissions that violate the terms of this Agreement shall be deemed rejected. The Provider will be liable for any damages or Client claims against Key Content arising from the rejected Services. If the Provider anticipates difficulties in meeting deadlines or specifications, they must immediately notify Key Content. Key Content may modify Order specifications, and such modifications may extend the deadline.
2.4 Submissions shall be deemed to have been accepted upon written notification by Key Content. If the Services do not meet the specifications of the Order, is defective, untimely, or inaccurate, Key Content reserves the right to (i) request corrections within a specified timeframe, (ii) make corrections at the Provider’s expense, or (iii) reject the Services and terminate the relationship with the Provider. Key Content shall retain the sole and exclusive right to reject Submissions insofar as such Submissions do not comply with the Client’s instructions, deadlines, standards, or criteria as dictated by the Client, or for any other reason in Key Content’s sole discretion. Key Content shall provide the reason(s) for rejection of the Services. Key Content may terminate any Order at any time prior to Key Content’s acceptance of Provider’s Submission. Clients may request modifications, which the Provider must comply with to maintain eligibility for payment.
2.5 In addition, Key Content reserves the right to deduct or withhold payment for any Submission that fails to meet the required quality, accuracy, timeliness, or Client standards. In the event of unsatisfactory work, Key Content may reduce compensation proportionally or refuse payment entirely if the Submission is deemed unusable.
3. INDEPENDENT CONTRACTOR RELATIONSHIP
3.1 Provider is: (i) not the agent of Key Content; (ii) not authorized to make any representation, contract, or commitment on behalf of Key Content, including contacting Key Content Clients; (iii) not entitled to any of the benefits that Key Content makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (iv) solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Provider’s performance of Services and receipt of fees under the Key Content Contract.
3.2 Provider has the right to be employed by contract with or otherwise perform similar services for other individuals or entities during the term of this Agreement. In doing so, Provider shall not make use of, or disclose, directly or indirectly, any confidential or proprietary information of Key Content or its Clients. Provider shall furnish and maintain at its expense all certifications, licenses, continuing education, equipment and materials used to provide the Services, including, but not limited to a telephone, computer equipment, and high-speed internet access. Provider is solely and exclusively liable for complying with all applicable state, federal and international laws, including laws governing self-employed individuals, and other contributions based on fees paid to Provider under the Key Content Contract. Key Content will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Provider’s behalf. Provider hereby agrees to indemnify and defend Key Content against any and all such taxes or contributions, including penalties and interest. Upon acceptance of this Agreement, Provider shall provide a completed W-9 or an equivalent tax document to Key Content and provide an updated form for any year in which services are rendered or as required.
4. INTELLECTUAL PROPERTY RIGHTS
Provider irrevocably assigns, transfers and conveys and agrees to assign, transfer and convey, to Key Content all right, and interest in and to the Submission and all Intellectual Property Rights therein (defined below). Intellectual Property Rights include, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Submission. As to copyrights, the Provider agrees that the Submissions shall be deemed a “work made for hire” and that Key Content shall be deemed the author thereof for copyright purposes; provided, however, that if any Submission is at any time determined to not be a work made for hire, this Agreement shall be deemed an irrevocable assignment of the copyright to the entire Submission upon payment in full thereof. Key Content shall be the exclusive owner of the Submission and the Intellectual Property Rights therein and shall have the exclusive right to secure registration of the Submission. No rights in the Submission, or in the copyright in the Submission, shall be retained by the Provider, nor shall there be any reversion of those rights to the Provider in the future. The rights and licenses granted herein include all rights in and to the Submission including, without limitation, the right of Key Content to edit, clip, crop, resize, retouch, alter, adapt, modify, create derivatives, distribute, make available online, in whole or in part, and to allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented. The Provider hereby consents to all uses and revisions to the Submission and Intellectual Property Rights therein and hereby waives any moral rights or “droit moral” (including, but not limited to any rights of attribution or integrity). The Provider shall assist Key Content to further evidence, record and perfect such stories and licenses granted hereunder and to perfect, obtain, maintain, enforce and defend any assigned rights.
5. CONFIDENTALITY
5.1 Each party receiving information (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has and may hereafter directly or indirectly expose the Receiving Party to confidential or proprietary business, technical, supplier, or financial information relating to the Disclosing Party’s business, whether oral or written (hereinafter referred to as “Confidential Information”). Confidential Information of Key Content includes, without limitation, non-public information regarding features, functionality, design, architecture, and performance of each the Services and the Platform, all Key Content IP, information concerning its Client’s, and the terms and conditions (including pricing) of this Agreement.
5.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
5.3 Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) hold Disclosing Party’s Confidential Information in strict confidence, using the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) restrict disclosure of such Confidential Information to those of its officers, directors, employees, professional advisors, legal affiliates, contractors, agents and representatives with a need to know such information for the sole purpose of performing pursuant to this Agreement (“Permitted Disclosees”); and (iii) not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information.
5.4 Compelled Disclosure. Notwithstanding Subsection 5.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.
5.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section 5, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
5.6 Return or Destruction of Confidential Information. Upon termination of the Term, upon Disclosing Party’s written request, the Receiving Party will, at its option, either return to the Disclosing Party or certify destruction of, any and all copies of the Disclosing Party’s Confidential Information in the possession of the Receiving Party, its employees or agents.
6. COMPENSATION AND PAYMENT
6.1 Fees are paid within sixty (60) days. Payments shall be processed on the first business day of each month. If this date falls on a holiday, the transfer will occur on the next business day. The time required for funds to appear in the Provider’s account depends on banking conditions. Key Content reserves the right to delay payment due to force majeure or other justified reasons. The Provider shall bear all costs associated with the fund transfer.
6.2 The Provider is responsible for any transfer fees, taxes, or other charges associated with payment for services provided under these terms.
6.3 Payments shall be made using the method specified in the Order.
6.4 The Provider must complete a personal account profile with the necessary payment details to enable successful payment processing. Failure to provide accurate information may result in delayed or forfeited payments.
7. RESPONSIBILITES AND WARRANTIES
7.1 The Provider represents and warrants that he/she shall: (i) use real names with all work; (ii) disclose all potential conflicts of interest, both to the Client before accepting an Order and in the contents of the Submission; (iii) always produce original work, never plagiarizing self or others, never repurposing old stories for new clients, and never cutting corners in any fashion; and (iv) deliver Submissions on time and in accordance with the specifications of the Order. Unless explicitly authorized by Key Content in writing, the use of automatic production, automatic generation, automatic editing, or automatic translation tools, including but not limited to ChatGPT, Gemini, Copilot, etc., is strictly prohibited.
7.2 Additionally, the Provider represents and warrants that he/she shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Submission, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) the Provider knows is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, or fraudulent; (iv) advocates, incites, instructs, or contributes to violence, harm to minors, or any illegal activity; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information; (vi) impersonates any person or entity, including any of Key Content’s employees or representatives; or (vii) includes anyone’s identification documents or sensitive financial information.
8. TERMINATION
Key Content may terminate the Provider’s access to all or any part of the Platform at any time, with or without cause, with or without notice. The Provider may terminate his/her Account by following the instructions on the Platform or through e-mail. This Section 8, and Sections 4-6 and Sections 9-13 (inclusive) shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
9. WARRANTY DISCLAIMER
The Platform and THE SERVICES ARE PROVIDED BY key content “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY key content. key content, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND PARTNERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET the provider’s REQUIREMENTS.
10. INDEMNIFICATION
The Provider shall defend, indemnify, and hold harmless Key Content (and its officers, directors, employees, agents, representatives, shareholders, attorneys and affiliates) (collectively, the “Key Content Indemnified Group”) against all liabilities, claims, losses, damages and expenses, including reasonable attorneys’ fees, that alleges or is based upon, arises out of, or is related to: (i) the Provider’s Submissions, (ii) The Provider’s use or misuse of, or access to, the Platform, (iii) the Provider’s breach of this Agreement, or (iv) infringement by the Provider of any intellectual property or other right of any person or entity. Key Content reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Provider, in which event the Provider will assist and cooperate with Key Content in asserting any available defenses.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING STATED IN THIS AGREEMENT OR IN ANY ORDER TO THE CONTRARY, IN NO EVENT WILL KEY CONTENT’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR AN ORDER, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE SUM OF THE AMOUNTS ACTUALLY PAID FOR THE SERVICE GIVING RISE TO THE CLAIM PURSUANT TO THE APPLICABLE ORDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE FIRST EVENT GIVING RISE TO A CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT). THIS REMEDY IS INTENDED TO BE THE SOLE AND EXCLUSIVE REMEDY OF THE PROVIDER FOR ANY BREACH OR DEFAULT OF THIS AGREEMENT OR ANY ORDER BY KEY CONTENT. THE PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS BETWEEN THE PROVIDER AND KEY CONTENT. THIS PROVISION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON AND REGARDLESS OF WHICH PARTY TERMINATES THIS AGREEMENT.
12. CLIENT CONTACT
12.1 The Provider acknowledges and agrees that, unless expressly authorized in writing by Key Content, any attempt to establish a business relationship with Key Content’s Clients independently of Key Content is strictly prohibited. The Provider shall not, under any circumstances, directly or indirectly contact Clients except through Key Content.
12.2 Any unauthorized attempt by the Provider to engage with a Client independently shall result in the immediate termination of the Provider’s account. Additionally, at Key Content’s sole discretion, such actions may lead to the suspension or termination of any ongoing orders and a permanent ban from the Platform.
12.3 The Provider may be required to pay a penalty fee for each unauthorized attempt to contact a Client, in addition to any further compensation due to damages, loss of profits, and harm to Key Content’s goodwill. This restriction shall remain in effect for the duration of this Agreement and for a period of two (2) years following its termination.
13. MISCELLANEOUS.
13.1 Governing Law and Dispute Resolution. This Agreement is governed in all respects by the laws of the State of Florida, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter (including the extent to which any dispute is subject to arbitration pursuant to this Section) shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Broward County, Florida, by a single arbitrator. With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law (subject to the requirements of Subsection 5.4).
13.2 Modifications. Key Content reserves the right, in its sole discretion, to modify this Agreement at any time, in its sole discretion, by providing written notice to the Provider via e-mail or through the Platform. Key Content may also impose limits on certain features and services, restrict the Provider’s access to the Platform or remove the Provider from a specific project at any time without notice or liability. The Provider’s continued use of the Platform following notification of any changes to this Agreement constitutes acceptance of those changes.
13.3 Entire Agreement. This Agreement is the entire agreement between the Provider and Key Content with respect to the Services, including use of the Platform, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the Provider and Key Content with respect to the Services.
13.4 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
13.5 Force Majeure. Key Content is not responsible nor liable for any delays or failures in performance from any cause beyond its reasonable control, including, but not limited to, External Quality Issues, acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, hurricanes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions.
13.6 Publicity. Key Content shall retain the right to use, publish and otherwise disseminate the Provider’s name, logo, and likeness in Key Content’s marketing material and on the Platform, for promotional purposes and for any other lawful purpose. The Provider hereby expressly acknowledges and agrees that Key Content shall have no obligation to use, publish or otherwise disseminate Freelancer’s name, logo, or likeness, by any means and for any purpose whatsoever.
13.7 Notices. All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (e-mail acceptable) and be addressed according to information set forth in an Order (and if to Key Content, with a copy sent to [email protected]). All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this section.
13.8 No Waiver. Key Content’s failure to enforce any part of this Agreement shall not constitute a waiver of Key Content’s right to later enforce that or any other part of this Agreement.
13.9 Conflicts. In the event of a conflict between this Agreement and any Order, such Order shall prevail unless otherwise expressly indicated in this Agreement or such Order. For the avoidance of doubt, it is expressly understood and agreed that any terms or conditions contained in a purchase order that are contradictory to this Agreement, or an Order shall be null, void, and of no force and effect (even if signed by both parties).
13.10 Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.