PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, EVEN IF YOU HAVE NOT READ THEM. IT IS IMPORTANT TO READ THIS ENTIRE AGREEMENT. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS SECTION 11 WARRANTY AND SECTION 12 LIMITATIONS.
This Agreement governs the relationship between Interactive Voices Inc. ("Voices.com") and the user (the "Client") which may be either a voice talent selling their services, or a client purchasing the services of a voice talent.
Voices.com: The Client will have access to the various services made available to Clients as part of the Voices.com online services (the "Services") from time to time, consistent with the level of service purchased by the Client.
Fees: Client will pay Voices.com its standard fees set out on the Voices.com web site from time to time for the level of service selected by the Client. Voices.com may change its standard fees or levels of service at any time, provided that such changes will not commence earlier than the end of the then current Term. Clients purchasing voice talent will pay the fees it agrees to pay the voice talent for each assignment, plus a 10% commission for Voices.com.
All fees are payable in advance. Unless otherwise instructed by the Client, periodic Services will be automatically renewed for a term equivalent to the prior term with payment being billed to the Client by Voices.com by the same method as before (e.g. credit card, PayPal, or invoice).
Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%).
All payments paid are not refundable absent default by Voices.com.
Payment Service: Payments for voice talent work are to be made through Voices.com's SurePay Payment Service. Payments for the purchase of voice talent are held by Voices.com until the voice talent delivers the product to the purchaser, and the purchaser approves the release of the payment. You may not offer or pay using any method of payment other than Voices.com's SurePay payment service.
You agree not to circumvent the SurePay Payment Service. Prohibited acts include (but are not limited to) the following:
Term: This Agreement will commence when the Client registers on Voices.com. If the Client has already registered, this Agreement will come into effect and replace the previously existing Master Subscription and User Agreement when this Agreement is posted on Voices.com. The Term will continue for the term specified at the time of registration, unless renewed by the client or unless terminated by either party as permitted by this Agreement. If this Agreement or the Services are terminated, Voices.com will provide the Client with 30 days to retrieve any material it has placed on the Voices.com website.
Ownership: The contents of the Voices.com website are owned by and copyrighted by Voices.com or other parties posting material and contains trade-marks of Voices.com and others. Material on the Voices.com website may only be copied or reproduced to the extent explicitly permitted. Voices.com has no ownership interest in any Client data, trade-marks or other content the Client places on the Voices.com website. The Client hereby licenses same to Voices.com only to the extent required to provide the Services.
Assignment: If Voices.com's SurePay service is used, then each party using the SurePay service agrees that upon the purchaser Client approving the release of payment pursuant to the SurePay service, the voice talent Client automatically transfers and assigns to the purchaser Client all right, title and interest, absolutely, to the copyright and other intellectual property in or relating to the final product throughout the world, free of all licences, mortgages, charges or other encumbrances, unless agreed otherwise by the parties in writing.
Support: Voices.com will provide support and training to the Client for its use of the Services as reasonably required. Support and training will be primarily through the use of web based tools. Support does not include any changes or customizations.
Default: Voices.com may immediately terminate this Agreement or suspend the Client's access to the Services without notice upon the occurrence of any of the following events: (a) Client fails to make any payments when due; (b) Client fails to comply with any provision of this Agreement; (c) Client attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Voices.com; or (d) Client files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Client, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by Client of any act or proceeding for the winding up of its business.
Client Responsibilities: The Client is responsible for all activity it conducts using the Services. The Client will abide by all applicable laws relating to its use of the Services. The Client will not use the Services for purposes proscribed by Voices.com from time to time, including without limitation illegal or inappropriate purposes; sending spam; perpetration of security breaches; hacking; privacy breaches; fraudulent activity; distribution of viruses or other harmful code; transmission, distribution or storage of any material protected by copyright, trade-mark, trade secret or other intellectual property right without proper authorization, or material that is obscene, defamatory, fraudulent, infringing or abusive; any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment; or to interfere with any other person's use and enjoyment of the Voices.com website.
Voices.com does not routinely monitor all material placed on the Services, but may in its discretion delete or modify any material offending the above that comes to its attention.
Voices.com may limit the amount of storage space used by individual Clients for audio files if in its discretion the amount used is excessive.
The Client will abide by any Voices.com policies adopted by Voices.com from time to time regarding the Services. The Client will provide Voices.com with compete and accurate contact and billing information and update as it changes. The Client's access to the Services requires logon ID's and passwords. It is the Client's responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep login ID's and passwords confidential. The Client will report to Voices.com immediately after its discovery of any compromise of its passwords or suspected unauthorized use of the portion of the Services under its control.
Service Levels: Voices.com will use commercially reasonable efforts to provide its Services on a continuous basis, subject to reasonable maintenance requirements and matters beyond Voices.com's reasonable control. Voices.com may make changes to its website and/or its Services at any time in its sole discretion without notice.
Warranty: THE SERVICES ARE PROVIDED "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" AND AT THE CLIENT'S SOLE RISK. VOICES.COM DOES NOT WARRANT THAT ITS WEBSITE OR SERVICES ARE ACCURATE OR ERROR FREE, THAT IT WILL OPERATE WITHOUT PROBLEMS OR WITHOUT INTERRUPTION, OR THAT IT WILL SATISFY THE CLIENT'S EXPECTATIONS. VOICES.COM HAS NO RESPONSIBILITY FOR ANY ISSUES THAT ARISE BETWEEN THOSE HIRING VOICE TALENT, AND THE VOICE TALENT. ALL SUCH ACTIVITY, AND ANY ENFORCEMENT, BREACH, TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITY IS SOLELY BETWEEN THOSE TWO PARTIES, WITHOUT ANY LIABILITY OR OBLIGATION OF ANY KIND WHATSOEVER BY VOICES.COM.
THE CLIENT ACKNOWLEDGES THAT VOICES.COM MAY PROVIDE PORTIONS OF ITS SERVICES USING SERVICES AND SOFTWARE PROVIDED BY THIRD PARTIES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, VOICES.COM'S, AND SUCH THIRD PARTIES', WARRANTIES AND LIABILITIES FOR ANY MATTERS ARISING FROM SUCH SERVICES AND SOFTWARE SHALL NOT EXCEED THOSE PROVIDED TO VOICES.COM FROM SUCH THIRD PARTIES.
THE CLIENT ACKNOWLEDGES THAT VOICES.COM PROVIDES AND FACILITATES THE VOICES.COM WEBSITE, BUT IS NOT RESPONSIBLE FOR ANYTHING PLACED ON THE WEBSITE BY OTHER CLIENTS.
ANY THIRD PARTY SITES THAT ARE LINKED TO THE VOICES.COM WEBSITE ARE NOT UNDER VOICES.COM'S CONTROL. VOICES.COM IS NOT RESPONSIBLE FOR ANYTHING ON THE LINKED SITES, INCLUDING WITHOUT LIMITATION, ANY CONTENT, LINKS TO OTHER SITES, ANY CHANGES TO THOSE SITES, OR ANY POLICIES THOSE SITES MAY HAVE. VOICES.COM PROVIDES LINKS AS A CONVENIENCE ONLY AND SUCH LINKS DO NOT IMPLY ANY ENDORSEMENT BY VOICES.COM OF THOSE SITES OR THEIR OWNERS. VOICES.COM HAS THE RIGHT TO REMOVE SUCH LINKS AT ITS SOLE DISCRETION.
Limitations: EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, VOICES.COM AND ITS SUPPLIERS EXPRESSLY EXCLUDE AND DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE EXTENT APPLICABLE BY LAW.
IN NO EVENT IS VOICES.COM OR ITS SUPPLIERS LIABLE FOR ANY BUSINESS INTERRUPTION, LOST PROFIT, REVENUE, DATA OR DATA RECONSTRUCTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE, EVEN IF VOICES.COM OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF VOICES.COM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OPERATION OF LAW OR OTHERWISE SHALL NOT EXCEED THE FEES PAID TO VOICES.COM BY THE CLIENT FOR THE 6 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
THE PARTIES ACKNOWLEDGE THAT VOICES.COM HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM A FUNDAMENTAL AND ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THEY SHALL APPLY EVEN IF THIS AGREEMENT IS FOUND TO HAVE FAILED IN ITS FUNDAMENTAL OR ESSENTIAL PURPOSE OR BEEN FUNDAMENTALLY BREACHED.
Indemnity: The Client will indemnify Voices.com for any expenses Voices.com may incur resulting from the Client's violation of this Agreement, including, without limitation, any fines, fees, legal expenses, and labour for investigation and resolution.
Amendments to Agreement: Voices.com may amend this Agreement from time to time. This Agreement cannot otherwise be amended or modified, other than by a change made in writing, dated and executed by the parties. If there is both an executed and a click-wrap version of this Agreement, the executed version shall govern if the terms differ.
Governing Law: This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada. Any actions against Voices.com must be commenced in the courts of Ontario or the Federal Court of Canada.
Dispute Resolution: To resolve disputes which may arise between the parties, any party will notify the other in writing of its intent to escalate to each party's President or CEO.
If the issue is not resolved within ten (10) days, then the resolution of the dispute shall be referred to a mediator chosen by the parties. If the parties are unable to agree on a mediator, then either party may apply to a judge of the Ontario Supreme Court, and such judge shall appoint an independent mediator with relevant experience and sufficient qualifications to provide mediation services to the parties.
If the parties are unable to resolve the dispute with the assistance of the mediator within fifteen (15) days of the appointment thereof, the dispute shall be settled by arbitration in accordance with the Arbitrations Act (Ontario). If the Client does not have a Canadian business establishment, the arbitration shall be in accordance with the International Commercial Arbitration Act (Ontario). The award of the arbitration shall be final and binding upon the parties, and enforceable in any court of competent jurisdiction. The venue for any arbitration hereunder shall be London, Ontario.
Nothing in this section shall defer or interfere with the entitlement of either party to obtain injunctive relief.
Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, product capabilities or lack thereof), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought reasonably to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; and (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed.
The parties will (i) not use Confidential Information for any purpose other than that contemplated by this Agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this Agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party's obligations to the other, and are under similar confidentiality obligations.
Prior Agreement: This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party.
Survival: The provisions of this Agreement pertaining to Confidential Information, privacy, and use restrictions shall survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
Force Majeure: Neither party is liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, provided that payments shall not be delayed.
Notice: All required notices, or notices which may be provided in accordance with this Agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by prepaid courier, registered or certified mail, or e-mail, if to Voices.com to the address listed on the contact portion of Voices.com website, and if to the Client to the address set out on its profile. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or if by e-mail the first business day after the date received.
Last revised August 1, 2012.