Terms of Service
Please read all the terms and conditions of these terms of services (“Terms of Service” or “Agreement”) carefully.
By creating an account, clicking “I agree”, signing a copy of this Agreement, signing a work order, statement of work, services or other agreement that incorporates the terms of this Agreement, (a “Services Agreement”), or otherwise entering into a business relationship with Voices, 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 current and future arrangements between you and Voices.
This Agreement governs the relationship between Voices 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 any of the terms of this Agreement, the User must discontinue his, her or its use of the Services provided by Voices (as such term is defined below).
1. Services: The User will have access to the various services made available to users as part of the Voices 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 by entering into a Services Agreement that will incorporate these Terms of Service by reference (the terms of which shall be paramount to these Terms of Service in the event of any inconsistency).
2. Fees: User will pay Voices its standard fees set out on the Voices web site (www.voices.com) 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 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: (a) a posting fee for each union voice talent job posted, and (b) a transaction fee for each non-union or freelance voice talent job posted, as such fee is quoted through Voices 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. 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 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. All payments to Talent by a Client for union voice talent work must be made through such talent agency. Payments for the purchase of non-union Talent work are held by Voices until the EARLIER OF: (i) the Client clicks ‘Release Funds’; or (ii) 14-days from the agreed upon delivery date in the agreement has lapsed. Funds will be automatically released 14-days after the delivery date set in the agreement with the voice talent should the payment not be manually released by the Client before that date. Upon confirmation of the payment release, whether manual or automatic, Voices 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 without the Client’s satisfaction of the final product(s).
Each User hereby agrees that he, she or it will not circumvent the Voices payment procedures or engage in any Prohibited Acts. 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 Voices to contact, hire, manage or pay such User directly and not through the Voices Services.
- Accepting proposals from or soliciting voice talent identified on Voices to contact, deliver voice talent work, invoice, or receive payment by another User directly and not through the Voices Services.
- Invoicing or reporting on Voices an invoice or payment amount different than that agreed between Client and Talent.
- Using any Non-Union Work Product or Union Work Product (collectively, “Work Product”) or other materials from the Services without payment.
4. Term: This Agreement will commence when the User registers on Voices, or executes a Services Agreement. If the User has already registered, this Agreement will come into effect and replace any previously existing Terms of Service when this Agreement is posted on Voices. The Term will continue for the term specified at the time of registration, unless renewed by the User or unless terminated by either party as permitted by this Agreement. If this Agreement or the Services are terminated, Voices will provide the User with 30 days to retrieve any material it has placed on the Voices website.
5. Ownership: The contents of the Voices website are owned by and copyrighted by Voices or other parties posting material and contains trade-marks of Voices and others. Material on the Voices website may only be copied or reproduced to the extent explicitly permitted. Voices has no ownership interest in any User data, trade-marks or other content the User places on the Voices website. The User hereby licenses same to Voices only to the extent required to provide the Services.
6. Assignment/Ownership of Non-Union Work Product: With respect to non-union voice talent work, immediately upon the transfer or upload of any voice talent work (the “Non-Union Work Product”) through the Services, the Talent assigns to Voices all right, title and interest, absolutely, to the copyright and other intellectual property in or relating to the Talent’s Non-Union Work Product throughout the world, free of all licenses, mortgages, charges or other encumbrances, unless agreed otherwise by the parties in writing. The Talent hereby waives their moral rights in the Non-Union Work Product. Voices (including its assignees or licensees) may use the Talent’s work without restriction from the Talent and without any rights of approval by the Talent, subject to the restrictions set out in the applicable Job Posting. Upon payment in full by the Client, Voices grants to Client the rights elected by Client to the final Non-Union Work Product deliverable, and, in the case of a purchase of title and all rights by Client, Voices assigns the final Non-Union Work Product deliverable of the selected Talent to the Client; provided in each case such rights or assignment shall be limited and subject to the purposes, intent, scope and restrictions (including, if applicable, category of use, market size and time period) set out in the applicable Job Posting. In the event the Job Posting does not specify usage restrictions, full buy-out of the Non-Union Work Product is assigned. “Job Posting” means the applicable description of the Client project placed on the Services.
7. Assignment of Union Work Product: With respect to union voice talent work, as between Voices and the Talent, the Talent will retain copyright and other intellectual property rights with respect to any completed union voice talent work (the “Union Work Product”) that it submits or transmits to or displays on or through the Voices website or any other Service, to the extent that the Talent has such rights under applicable law. Talent otherwise grants to Voices and applicable Clients, the exclusive right to use such Union Work Product on the terms and conditions otherwise agreed, including in accordance with the terms of any accepted Job Posting or as may be subsequently agreed by the Talent or talent’s agency. The Talent or talent’s agency may request the deletion of the Union Work Product at any time by using the tools on the Voices website to do so; however, such deletion shall be subject to any currently outstanding license grants in respect of such Union work Product and if it has shared Union Work Product with Clients through the Voices website, the Talent acknowledges that Voices has no control over any third party’s use of that Union Work Product. Further, Talent acknowledges that removed Union Work Product may persist in backup copies for Voices’s recordkeeping and internal purposes, including enforcing the terms of this Agreement. By providing Union Work Product to Voices, the Talent represents and warrants that it:
(a) owns such Union Work Product or otherwise has the right to grant Voices a worldwide, sublicenseable, assignable, perpetual, irrevocable, non-exclusive, royalty-free, unlimited right and license to copy, make derivative works of, use, reproduce, publish, distribute, publicly display and perform, reformat, modify and delete the Union Work Product solely in connection with the Voices website and Services (the “License”). This License will enable each User of the Voices website to access the Union Work Product as permitted through the functionality of the Voices website and under the terms of this Agreement. This License includes the right to modify or adapt the Union Work Product in order to transmit, display or distribute it over computer networks, in various media and to devices, but does not give Voices the right to use the Union Work Product outside of the Voices website, unless contemplated by the functionality of the Voices website, and the Talent retains the copyright to the Union Work Product and subject to the terms above, the right to delete it from the Voices website at any time;
(b) that the Union Work Product is accurate and not confidential and the submission, transmission, posting and use of the Union Work Product on the Voices website is not in violation of any applicable laws or contractual restrictions or other third party rights (including, without limitation, privacy, publicity, and intellectual property rights); and
(c) the Talent is solely responsible for, and Voices will have no liability in connection with, the Talent’s Union Work Product or any other Union Work Product the Talent accesses through the Voices website.
The Talent’s ownership in the Union Work Product does not confer any rights of access to the Voices website or the Services nor any rights to Union Work Product stored by or on behalf of Voices, other than the right to delete the Union Work Product from the Voices website as noted in subsection 7(a) above.
8. Support: Voices 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.
9. Termination of Services:
(a) Voices 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, 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; or (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. In the event that Voices 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 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 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.
10. 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 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 website. The User will abide by any policies adopted by Voices from time to time regarding the Services, including without limitation the Community Guidelines.
Voices 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 reserves the right to reject any proposed or posted Job Posting for any reason.
Voices is not responsible and has no liability for the content or accuracy of any materials (including any Job Posting) placed on the Services by a User. The User acknowledges and agrees that he/she/it shall be solely responsible for the content and any inaccuracy of any materials (including a Job Posting) placed on the Services by a User.
Voices 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 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 immediately after its discovery of any compromise of its passwords or suspected unauthorized use of the portion of the Services under its control. Voices 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 User materials and the User hereby agrees it may be liable for losses incurred by Voices or the losses incurred by others as a result of such unauthorized use.
11. Representation: 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 that it has full authority to represent such individual voice talent, to provide Voices 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 User (including the transfer of Work Product and all intellectual property rights thereto).
In the event that an individual voice talent of the age of majority advises Voices 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 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. 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 that the individual voice talent is no longer represented by the talent agency, and Voices 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.
12. Service Levels: Voices will use commercially reasonable efforts to provide its Services on a continuous basis, subject to reasonable maintenance requirements and matters beyond Voices’s reasonable control. Voices may make changes to its website and/or its Services at any time in its sole discretion without notice.
13. 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 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 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.
Voices may provide portions of its Services using services and software provided by third parties. Notwithstanding anything else contained in this Agreement, Voices’s, and such third parties’, warranties and liabilities for any matters arising from such services and software shall not exceed those provided to Voices from such third parties.
Voices provides and facilitates the Voices website, but is not responsible for anything placed on the website by Users or a third party.
Voices does not guarantee the accuracy of any information submitted by any User to the Voices website, including any identifying information about any User.
Any third party sites that are linked to the Voices website are not under Voices’s control. Voices 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 has no responsibility for any issues that arise between a User and such third party. Voices provides links as a convenience only and such links do not imply any endorsement by Voices of those sites or their owners. Voices has the right to remove such links at its sole discretion.
14. Limitations: All promises made by Voices 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 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.
15. Indemnity: The User will indemnify Voices for any expenses Voices may incur resulting from the User’s violation of this Agreement, including, without limitation, any fines, fees, legal expenses, and labour for investigation and resolution.
16. Amendments to Agreement: Voices may amend this Agreement from time to time, such changes being effective after Voices posts the revised version to its website. The User’s continued use of the Services and the Voices website after Voices posts any changes to this Agreement is the User’s consent to any such changes. If the User does not agree to any and all of the terms of this Agreement, he, she or it must discontinue using the Services and/or Voices website immediately. 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.
17. 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.
18. 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 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.
20. Relationship: 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 to the address listed on the contact portion of Voices 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.
21. 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.
22. Survival: The provisions of this Agreement pertaining to Confidential Information, assignment, limitations, 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.
23. 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.
24. 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 to the address listed on the contact portion of Voices 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.