Terms Of Service
In effect July 28, 2020: (View archived versions)
Please read all the terms and conditions of these terms of services (“Terms of Service” or “Agreement”) carefully.
By: (a) creating an account; (b) clicking “I agree” (or taking any other active step) to indicate that you are agreeing to the terms of this Agreement; (c) signing a copy of this Agreement; (d) signing, posting or otherwise agreeing to the terms of a work order, statement of work or job posting (which includes the description of the applicable Client project) (each, a type of “Job Posting”); (d) signing, posting or otherwise agreeing to another agreement that incorporates the terms of this Agreement (a “Services Agreement”); or (e) otherwise entering into a business relationship with Voices.com Inc. (“Voices.com”); (each of the foregoing acts are an “Act of User Acceptance”) you acknowledge that you have read, understood and agree to be bound by the terms and conditions of this Agreement. It is important to read this entire Agreement. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS SECTION 13 LIMITED WARRANTY AND SECTION 14 LIMITATIONS. This Agreement applies to all prior, current and future arrangements between you and Voices.com. If you have agreed to both an executed and a click-wrap or browse-wrap version of this Agreement, the executed version shall be paramount (and will govern) to this Agreement solely to the extent that there is an inconsistency.
This Agreement governs the relationship between Voices.com and the user which may be either a talent agency or individual voice talent selling their services (each a “Talent”), or a purchaser of voice talent services (“Client(s)” and, together with the Talent, a “User”). If the User does not agree to all of the terms of this Agreement, the User must discontinue his, her or its use of the Services (as such term is defined below) provided by Voices.com.
1. Services: The User will have access to the various services made available to users as part of the Voices.com online services (the “Services”) from time to time, consistent with the level of service purchased by the User. Clients may choose to obtain custom Services from Voices.com by entering into a Services Agreement that will incorporate these Terms of Service by reference (the terms of the Services Agreement shall be paramount [and will govern] to this Agreement solely to the extent that there is an inconsistency).
2. Fees: User will pay Voices.com its standard fees set out on the Voices.com web site (www.voices.com) (the “Site”) from time to time for the level of service selected by the Client or the level of membership selected by the Talent, or if applicable as set out in a Services Agreement. Voices.com may change its standard fees or levels of service at any time, provided that such changes will not apply in respect of any then outstanding Services Agreement. Each Client will be responsible for the payment of all fees Client has agreed to pay Talent for each job. The Client will pay to Voices.com: (a) a posting fee for each union voice talent job posted, and (b) a transaction or platform fee for each non-union or freelance voice talent job posted, as such fee is quoted through the Site from time to time. For clarity, a union voice talent job will include, without limitation, voice talent work to be completed by a Talent who is a member of a performing arts union, including without limitation, the Screen Actors Guild (SAG) and American Federation Television and Radio Artists (AFTRA), collectively known as their merged entity SAG-AFTRA, the Canadian union, the Alliance of Canadian Cinema, Television and Radio Artists (ACTRA), as well as other prominent performing unions around the globe.
All fees shall be payable in advance unless otherwise agreed upon in writing (including without limitation via the applicable Job Posting). Unless otherwise instructed by the User, periodic Services will be automatically renewed for a Term equivalent to the prior Term with payment being billed to the User by Voices.com by the same payment method as before.
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%).
Payments are not refundable.
3. Payment Service: All payments to Talent by a Client for non-union voice talent work must be made through Voices.com. All payments to Talent by a Client for union voice talent work must be made through such union. Payments for the purchase of non-union Talent work that is managed through the Voices.com Professional Services Team are released to Talent according to the billing arrangements made between Voices and the Client. Payments for the purchase of non-union Talent work through non-Professional Services Jobs are held by Voices.com until the EARLIER OF: (i) the Client clicks ‘Release Funds’; or (ii) 14-days from the agreed upon delivery date as contained in the Services Agreement or the Job Posting (as applicable). Without limiting the generality of the foregoing and for greater certainty, this means that funds due to Talent will be automatically released 14-days after the delivery date set in the Services Agreement or Job Posting (as applicable) should the payment not be manually released by the Client before that date. Upon confirmation of the payment release, whether manual or automatic, Voices.com will pay the Talent on its next scheduled payout date. Clients are required to contact support should they need to change, extend, or postpone the delivery deadline so that funds are not automatically released (for example, if the final product provided by Talent is not satisfactory to Client because it is not compliant with the Services Agreement or Job Posting).
Each User hereby agrees that he, she or it will not circumvent the Voices.com payment procedures (as may be communicated to Users via the Site) or engage in any Prohibited Acts (as such term is defined below). For the purposes of this section of this Agreement, “Prohibited Acts” include (but are not limited to) the following:
- Listing, displaying or otherwise providing any direct contact information to a User through the Services.
- Submitting proposals to or soliciting Clients identified on the Site to contact, hire, manage or pay such User directly and not through the Services.
- Accepting proposals from or soliciting voice talent identified on the Site to contact, deliver voice talent work, invoice, or receive payment by another User directly and not through the Services.
- Invoicing or reporting on the Site an invoice or payment amount different than that agreed between Client and Talent.
- Using any Non-Union Work Product or Union Work Product (as these terms are respectively defined below) (collectively, “Work Product”) or other materials from the Services without payment.
- Any payment for, or use of, Work Product (including without limitation via an extension, renewal or re-use) other than pursuant to an accepted Job Posting or Services Agreement.
- Any other circumvention of the Services to establish contact between a Client and Talent to complete a voice talent work project.
4. Term: This term of this Agreement (the “Term”) will commence when the User performs an Act of User Acceptance. If the User has already performed an Act of User Acceptance, this Agreement will come into effect and replace any previously existing Terms of Service when this Agreement is posted on the Site. The Term will continue for the duration of time that the User uses, or otherwise benefits from, the Services, unless terminated by either party as permitted by this Agreement. If this Agreement or the Services are terminated, Voices.com will provide the User with 30 days to retrieve any material it has placed on the Site.
5. Site Content: The Site includes: (a) content (including without limitation works, slogans, logos, marks, plans, ideas, creative materials, artwork, designs, layouts, writings, programming, content, sets, data, databases, computer software, technology, images, photographs, graphics, multimedia, audio, video, audio-visual and other content) that has been created (in whole or in part) by Voices.com and/or other entities under our direction (e.g. site designers) and/or transferred, transmitted, submitted or uploaded to the Site, or otherwise through a Service, by Voices.com (collectively, “Voices.com Content”); (b) content, other than Work Product, that has been independently produced, and then transferred, transmitted, submitted or uploaded to the Site, or otherwise through a Service, by Users (collectively, “User Content” and, together with the Voices.com Content, the “General Site Content”); and (c) Work Product (collectively, General Site Content and Work Product will be referred to as “Site Content”).
All Voices.com Content is exclusively owned by Voices.com. Without limiting the generality of the foregoing, you hereby (i) transfer, assign and convey to Voices.com, in perpetuity and throughout the universe, all right, title and interest of every kind whether now known or becoming known (including without limitation copyright) in and to Voices.com Content; (ii) waive all moral rights (and all other rights of a like nature) that you may have in Voices.com Content in favour of Voices.com (and any third party authorized by Voices.com to use Voices.com Content); (iii) agree to execute any and all such further documents as Voices.com may request to confirm and/or give full effect to Voices.com’s rights hereunder; and (iv) agree that your use of the Site does not grant or transfer to you any ownership or other rights in the Voices.com Content, and except as expressly provided, nothing herein or within the Site shall be construed as conferring on you any type of rights in and to Voices.com Content.
Subject to the restriction that the following grant of rights does not extend to the right to use User Content as Work Product, in a Client project nor otherwise in exchange for payment, you hereby grant to Voices.com (and any third party authorized by Voices.com) the irrevocable, unrestricted, fully paid up, royalty free, non-exclusive rights and license to reproduce, copy, publish, perform in public, communicate to the public by telecommunication, disseminate, optimize (including without limitation search engine optimization) synchronize with other content and materials, edit, translate, transcribe, close caption and otherwise use the User Content (including without limitation scripts, lyrics, other literary works, sound recordings, performances, compositions, musical works and other copyrighted content) you transfer, transmit, submit, upload or otherwise make available on the Site, or otherwise through a Service, (including without limitation Job Postings, bio information, testimonials, reviews, profile photographs, voice-over recordings, demos and other content and information) (in whole or in part, as is or as may be edited) and any materials based upon or derived therefrom throughout the universe and in perpetuity in any type of manner and media and for any purpose (including without limitation to provide the Services and to promote Voices.com, its services and the Site). You hereby waive all moral rights (and all other rights of a like nature) that you may have in the User Content you upload or otherwise make available on the Site in favour of Voices.com (and any third party authorized by Voices.com to use such User Content).
Voices.com hereby grants each User a limited, non-exclusive and revocable license to make personal and non-commercial use of the Site and its General Site Content. For greater certainty, this limited license only allows you to view and access General Site Content on the Site as required to offer, consider, apply for and accept job opportunities, but does not allow you to use any General Site Content in projects; only Work Product that has been produced, and paid for, in connection with an accepted and completed job (see below for details) may be used in the applicable project. The foregoing limited license to use General Site Content does not include any rights not specifically enumerated herein; any rights not expressly granted to you in these Terms of Service are expressly reserved by Voices.com.
6. Non-Union Work Product: With respect to non-union voice work produced by Talent for a Client in connection with a Services Agreement or an accepted Job Posting (“Non-Union Work Product”), immediately upon the transfer, transmission, submission or upload of Non-Union Work Product through the Site, or otherwise through a Service, Talent: (i) transfers, assigns and conveys to Voices.com, all right, title and interest (including without limitation copyright) in and to such Non-Union Work Product (including without limitation sound recordings, performances, compositions, musical works and other copyrighted content included therein) that Talent has agreed to provide the Client (via Voices.com) in the applicable Job Posting, Services Agreement or other agreement between Talent and Client; (ii) waives all moral rights (and all other rights of a like nature) that Talent may have in such Non-Union Work Product in favour of the applicable Client (and any third party authorized by the Client to use such Non-Union Work Product); and (iii) agrees to execute any and all such further documents as Voices.com may request to confirm and/or give full effect to Voices.com and/or the applicable Client’s rights hereunder.
Without limiting the generality of the foregoing, Voices.com (including its assignees or licensees) may use Non-Union Work Product in accordance with the applicable Job Posting, Services Agreement or other agreement between Talent and Client without restriction and without any rights of approval by Talent. Upon payment in full by the Client, Voices.com grants to Client all right, title and interest (including without limitation copyright) that Talent has agreed to provide the Client (via Voices.com) in and to the applicable Non-Union Work in the applicable Job Posting, Services Agreement or other agreement between Talent and Client, which for greater certainty will be limited and subject to any purposes, intent, scope and restrictions (including, if applicable, category of use, market size and time period) set out in the applicable Job Posting, Services Agreement or other agreement between Talent and Client. In the event the applicable Services or Job Posting does not specify such limits nor usage restrictions, a full buy-out of the Non-Union Work Product is assigned.
7. Union Work Product: With respect to union voice work produced by Talent for a Client in connection with a Services Agreement or an accepted Job Posting (“Union Work Product”), as between Voices.com and the Talent, subject to the rights granted to Voices.com herein, Talent will retain copyright and other intellectual property rights with respect to Union Work Product that Talent submits, transfers, uploads or transmits on or through the Site or any other Service, to the extent that the Talent has such rights under applicable law. Notwithstanding the foregoing, Talent grants to Voices.com and the applicable Client, the exclusive right to reproduce, copy, publish, perform in public, communicate to the public by telecommunication, disseminate, optimize (including without limitation search engine optimization), synchronize with other content and materials, edit, translate, transcribe, close caption and otherwise exploit such Union Work Product (including without limitation any scripts, lyrics, other literary works, sound recordings, performances, compositions, musical works and other copyrighted content included therein) on the terms and conditions agreed upon, including without limitation as may be agreed upon, in the applicable Services Agreement, Job Posting or other agreement between Talent and Client. Talent may request the deletion of the Union Work Product at any time by using the tools on the Voices.com website to do so; however, such deletion shall be subject to any currently outstanding rights granted in respect of such Union Work Product and, without limiting the generality of the foregoing, if Talent has submitted, transferred, uploaded or transmitted Union Work Product with a Client on or through the Site or any other Service, the Talent acknowledges that Voices.com has no control over such Client’s (or other third party’s) use of such Union Work Product. Further, Talent acknowledges that removed Union Work Product may persist in backup copies for Voices.com’s recordkeeping and internal purposes, including enforcing the terms of this Agreement. Talent hereby waive all moral rights (and all other rights of a like nature) that Talent may have in the Union Work Product in favour of the applicable Client and any other party authorized to use such Union Work Product in accordance with the Job Posting, Services Agreement or other agreement between Talent and Client.
8. Warranties and Representations: By transferring, transmitting, submitting, uploading or otherwise making available User Content (including without limitation Work Product) on the Site, or otherwise through a Service, the applicable User represents and warrants to Voices.com that:
(a) User is free to enter into and fully perform this Agreement;
(b) in the event User is a talent agency acting on behalf of voice talent, that talent agency is the fully authorized agent of voice talent to enter into and fully perform this Agreement (on talent agency’s own behalf and on behalf of voice talent);
(c) User has the right to grant the rights granted hereunder to Voices.com without any obligation on Voices.com’s part to obtain the consent of (or to make payment to) any other party (include any claim for payment whatsoever, such as union or guild fees or royalties);
(d) there is no contract or understanding with any other person or entity which would interfere with the performance of the obligations assumed by User in this Agreement;
(e) User is not (i) located or resident in a country or territory subject to an embargo by the Canadian or U.S. government (including, but not limited to, Cuba, Iran, North Korea, Syria, or the Crimea Region), or (ii) an individual or entity itself designated, or controlled or 50% or more owned individually or in the aggregate by individuals or entities who are designated, as blocked or prohibited parties by the Canadian or U.S. government including, but not limited to, designation on the Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List, which are maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(f) the use of the User Content in accordance with the terms of this Agreement will not violate any third party rights nor give rise to any third party claims; and
(g) the use of the User Content in accordance with the terms of this Agreement will comply with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.
9. Support: Voices.com will provide support to the User for its use of the Services as reasonably required. Support will be primarily through the use of web based tools. Support does not include any changes or customizations.
10. Termination of Services:(a) Voices.com may immediately terminate this Agreement or suspend or terminate the User’s access to the Services without notice upon the occurrence of any of the following events: (i) User fails to make any payments when due; (ii) User fails to comply with any provision of this Agreement, any Services Agreement, Job Posting the Community Guidelines or Content Guidelines; (iii) User attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of Voices.com; (iv) User 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 User, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by User of any act or proceeding for the winding up of its business; or (v) User itself becomes designated, or becomes controlled or 50% or more owned individually or in the aggregate by, individuals or entities who are designated, as blocked or prohibited parties on a Prohibited Party List. In the event that Voices.com terminates or suspends the User’s access to the Services or this Agreement under this Section 9(a), the User understands and agrees that he, she or it will not receive a refund or exchange for any unused time on a current Term, any license or fees, any content or data associated with the User’s Services or account or otherwise.
(b) Voices.com may terminate this Agreement or suspend or terminate the User’s access to the Services upon 5 days notice for any reason whatsoever. In the event that Voices.com terminates or suspends the User’s access to the Services or this Agreement under this Section 9(b), the User will receive a refund or exchange for any unused time on a current Term.
11. User Responsibilities: The User is responsible for all activity it conducts using the Services. The User will abide by all applicable laws relating to its use of the Services. The User will not use the Services for purposes prohibited 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. The User will abide by any policies adopted by Voices.com from time to time regarding the Services, including without limitation the Community Guidelines.
Voices.com does not routinely monitor all material placed on the Services, but may in its discretion reject, delete or modify any material offending the above that comes to its attention. Voices.com reserves the right to reject any proposed or posted Job Posting for any reason.
Voices.com is not responsible and has no liability for the content or accuracy of any User Content (including any Job Posting). Each User acknowledges and agrees that he/she/it shall be solely responsible for the User Content he/she/it transfers, transmits, submits, uploads or otherwise makes available on the Site, or otherwise through a Service, and any inaccuracy of any such User Content.
Voices.com may limit the amount of storage space used by individual Users for audio files if in its discretion the amount used is excessive.
The User will provide Voices.com with complete and accurate contact and billing information and update such information as it changes. The User’s access to the Services requires logon ID’s and passwords. It is the User’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep user names and passwords confidential. The User 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. Voices.com will not be liable for any losses incurred by the User caused by any unauthorized use of the User’s access to the Services or Site Content and the User hereby agrees it may be liable for losses incurred by Voices.com or the losses incurred by others as a result of such unauthorized use.
12. Talent Agencies: In the event the User is a talent agency providing registration information on behalf of individual voice talent (that is, any actor or other artist such User represents or on whose behalf such User works for), the User warrants and represents (on its own behalf and on behalf of the individual voice talent) that it has full authority to represent such individual voice talent, to provide Voices.com with the registration information and any other personally identifying information of such individual voice talent, including a valid parent/guardian authorization where required by law and to otherwise enter into and agree to this Agreement on behalf of both User on behalf of the individual voice talent.
In the event that an individual voice talent of the age of majority advises Voices.com that he or she is no longer represented by the talent agency which was a User and who established or maintained an account or Services on the individual voice talent’s behalf, Voices.com will, at its discretion, either turn control of the account over to another talent agency which has an account and/or has access to the Services (i.e. that is a User) or terminate the account, as directed by the individual voice talent. If the individual voice talent is not of the age of majority, under these circumstances the parent or legal guardian of the individual voice talent may advise Voices.com that the individual voice talent is no longer represented by the talent agency, and Voices.com will, at its discretion, either turn control of the account over to another talent agency which has an account and/or has access to the Services or terminate the account, as directed by the individual voice talent’s legal parent or guardian.
13. 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.
14. Disclaimer of Warranty: To the maximum extent permissible by law, the Services are provided “as is”, “with all faults”, “as available” and at the User’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 User’s expectations. Voices.com has no responsibility for any issues that arise between a talent agency and individual voice talent, any two or more Talent, or between any Talent and Client. 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.
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.
Voices.com provides and facilitates the Voices.com website, but is not responsible for anything placed on the website by Users or a third party.
Voices.com does not guarantee the accuracy of any information submitted by any User to the Voices.com website, including any identifying information about any User.
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 has no responsibility for any issues that arise between a User and such third party. 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.
15. Limitations: All promises made by Voices.com are contained in this Agreement (or the Services Agreement, if applicable). Except as expressly set out herein (or in the Services Agreement, if applicable), there are no promises, conditions, endorsements, undertakings, guarantees, representations or warranties of any kind either express or implied, (including without limitation any express or implied warranties or conditions of quality, performance, results, fitness for a particular purpose, merchantability, merchantable quality, durability, title, non-infringement or arising by statute or otherwise in law or from a course of dealing or usage of the trade) arising out of or related to this agreement or arising out of or related to the services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VOICES.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR ANY OTHER DAMAGES INDIRECTLY ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO US. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY THE USER FOR THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
Voices.com relies on these limitations when entering this Agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached. Without limiting the generality of the foregoing, in the event it is alleged that User Content is non-compliant or violates third party rights, each affected User agrees that it shall seek redress directly from the User that transferred, transmitted, submitted or uploaded such User Content to the Site, or otherwise through a Service.
16. Indemnity: Each User will at all times defend, indemnify and hold harmless Voices.com, its affiliates, assignees and licensees, and their respective officers, directors, agents, stockholders, employees, franchisees and licensees from and against any claims, damages, liabilities, costs and expenses (including legal fees, fines, fees and the cost of labour for investigation and resolution), arising out of any action, proceeding or settlement by any third party based upon User’s breach of any warranty, representation, grant or waiver of rights or agreement made in this Agreement (including without limitation in any applicable Services Agreement or Job Posting).
17. Amendments to Agreement: Voices.com may amend this Agreement from time to time, such changes being effective prospectively and retroactively after Voices.com posts the revised version to its website. The User’s continued use of the Services and the Site (including without limitation any Act of User Acceptance) after Voices.com posts any changes to this Agreement is the User’s consent and agreement to be legally bound the updated Agreement. If a User does not agree to any and all of the terms of the updated Agreement, he, she or it must discontinue using the Services and/or the Site immediately. This Agreement may also be amended by a legal instrument that is made in writing, dated and executed by the parties. This Agreement cannot otherwise be amended or modified.
18. 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 exclusive jurisdiction of the courts of the Province of Ontario, Canada, and any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring such legal action or proceeding in the courts of the Province of Ontario, Canada.
19. 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 (a) not use Confidential Information for any purpose other than that contemplated by this Agreement; (b) 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; (c) 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; (d) 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.
The identity of Clients is typically not Confidential Information. If Clients desire their identity to be treated as Confidential Information, they must advise Voices.com in writing. Each Talent hereby agrees he, she or it will treat a Client’s identity as Confidential Information when advised in writing by Voices.com.
21. Relationship: This Agreement is not to be construed as creating any partnership, agency relationship, employment relationship or any other form of legal association or entity that would impose liability upon one party for the actions or failure of the other.
22. Prior Agreement: This Agreement (and any Services Agreement if applicable) 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 (and any Services Agreement if applicable) is binding on either party.
23. Survival: The provisions of this Agreement pertaining to Non-Union Work Product, Union Work Product, Warranties and Representations, Disclaimer of Warranty, Limitations, Indemnity, 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.
24. 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.
25. 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 User 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.