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TERMS
OF USE
Character
Voices, Inc., a Virginia corporation, provides certain
services upon certain terms and conditions, all of which
are described in a document entitled “Terms of Use”
which is posted on its web site, www.voiceoverdirectory.com.
The Terms of Use may be updated at any time in
the discretion of Character Voices, Inc. without further
notice. Your
use of the services provided by Character Voices, Inc.
as they may be updated from time to time constitutes
acceptance of the Terms of Use then in effect.
1. Definitions.
a.
“Content” as used in this instrument has the meaning described in
paragraph 7.
b.
“Prohibited
Uses” as used in this instrument has the
meaning described in
paragraph
9.
c.
“Registration”
as used in this instrument means the process by which You
provide information to Us
by completing the on-line form or by otherwise providing
information to Us
to commence or to continue obtaining Service
and by which you indicate your agreement to be
contractually bound by the Terms of Use in effect at the time You first register to commence obtaining Service, or renew your registration to continue obtaining Service,
as the case may be.
d. “Service”
as used in this instrument means the service described
in paragraph 2.
e. “Term”
as used in this instrument has the meaning described in
paragraph 3.
f. “Terms
of Use” as used in this instrument has the meaning
described above.
g. “You”,
“Yourself"
or “Your”
as used in this instrument means the person or entity
who goes through the Registration
process to use the Service
by agreeing to the Terms
of Use.
h. “We”,
“Us” or
“Our” as used in this instrument means Character Voices, Inc., a
Virginia corporation, and any successor or assignee
thereof.
2. Description
of Service.
In accordance with the Terms
of Use, We
provide an on-line directory listing for persons and
entities in the voice-over industry, including Voice
Actors, Voice-Over Copywriters, Voice-Over Studios,
Audio Engineers, Casting Directors, Voice-Over
Directories, Voice-Over Databases, Voice-Over Talent
Agencies, Audio-Video Equipment Businesses, Film and
Video Production Houses, Audio-Visual Departments, Radio
and Television Stations, Voice-Over Web sites,
Production Companies, and others.
3. Term.
The initial term for which We
shall provide the Service
to You is the
term you select at Registration.
At the expiration of the initial term, You
agree that the term shall automatically renew for
successive like terms, unless, prior to the expiration
of the initial term,
or the then current term, as the case may be (i) You
notify Us
that You wish to renew for a different term or that you wish to
discontinue the Service;
or (ii) We
notify You that the term will not automatically renew for a like term.
4. Fee.
In consideration of the benefits you receive from the Service, You agree to pay
a periodic fee for the initial Term
of Service, in the amount, and by the payment option
You select at Registration.
Our fee structure may be changed from time to
time in our sole discretion.
You will be given notice of any change in fee
structure either by e-mail or by posting of the changed
fee structure on our web site, www.voiceoverdirectory.com,
which posting you agree constitutes sufficient notice to
you. Any
change in our fee structure will apply to You
after the end of your then current Term
of Service.
5. Privacy
Policy. Personal Information about You
is subject to Our
privacy policy which is posted on Our
Web site, www.voiceoverdirectory.com,
at the time You
first register or renew Your
registration, as the case may be.
The term “Personal Information” as used in
the preceding sentence shall have the meaning defined in
Our privacy
policy. Notwithstanding
anything contained in our privacy policy, You
acknowledge, consent and agree that We may access,
preserve, and disclose your account information and
Content if required to do so by law or in a good faith
belief that such access, preservation, or disclosure is
reasonably necessary to: (a) comply with legal process,
(b) enforce the Terms of Service; (c) respond to claims
that any Content violates the rights of third-parties;
(d) respond to your requests for customer service; or
(e) protect the rights, property, or personal safety of Us, our users, or the
public.
6. User
Name, Password and Security.
You will
select a user name for Your
account at Registration
and will be sent a password at the e-mail address you
provide at Registration. It is Your
responsibility to carefully enter Your
correct e-mail address at Registration.
We are
not responsible for any damage to You
or others because You
did not do so. When
You log in using Your
user name and password, You
may change Your
password. We
recommend that You
change Your
password on a regular basis.
It is Your
responsibility to maintain the confidentiality of Your user name and password. You
are responsible for all activities that occur in your
account, even if someone else logs on with Your
user name and password.
You
agree immediately to notify Us
of any unauthorized use of Your
account. You also agree to log off Your
account at the end of each session.
7. Content.
You understand that all information, data, text,
software, music, sound, photographs, graphics, video,
messages or other materials available on the Service
("Content"),
whether publicly posted or privately transmitted, are
the sole responsibility of the person from which such Content
originated. You
acknowledge and agree that You
are solely responsible for all Content
that You
upload, post, email, transmit or otherwise make
available on the Service, and You
represent and warrant that all such Content
shall, in all respects, be in compliance with Our Terms of Use. We
do not control the Content
uploaded, posted, emailed, transmitted or otherwise made
available on the Service by users of the Service. We do not
guarantee the accuracy, integrity or quality of such Content.
We are
not responsible or liable because of such Content, including, but not limited to, errors or omissions in any
such Content;
and loss or damage of any kind incurred as a result of
the use of any such Content. You understand
that by using the Service,
You may be
exposed to Content
that is offensive, indecent or objectionable to You.
We shall have the right, but not an obligation,
in our sole discretion, to refuse, or remove any Content
that is available on the Service. Without limiting the
foregoing, we shall have the right to remove any Content
that is a Prohibited Use or otherwise violates the Terms of Use. You
agree that You must evaluate, and bear all risks associated with, the use of
any Content,
including any reliance on the accuracy, completeness, or
usefulness of such Content. You acknowledge
that you may not rely on any Content
created by Us
or submitted to Us.
You
acknowledge and agree that the technical processing and
transmission of the Service, including your Content,
may involve transmissions over various networks which
may require format or other changes to conform and adapt
to technical requirements of connecting networks or
devices. You
understand that the Service
and software embodied within the Service
may include security components that permit digital
materials to be protected, and use of these materials is
subject to usage rules set by Us
or by the owners or providers of such components.
You
may not attempt to override or circumvent any of the
usage rules embedded into the Service.
During the time you use the Service,
you grant us the
world-wide, royalty free, non-exclusive license to
distribute, reproduce, modify, adapt, publicly perform
and publicly display Content you submit or make available for inclusion on the Service
so that we may provide the Service
as described in the Terms
of Use. You acknowledge
that in our sole discretion, We
may change the color scheme, graphics, fonts, format and
other matters relating to the form, appearance, style
and presentation of the Service,
including Content
provided by You.
You
agree that We
have no responsibility or liability for the deletion or
failure to store any messages and other communications
or other Content
maintained or transmitted by Us
in connection with the Service.
In addition, the Service may be modified or discontinued generally or your account
may be terminated as otherwise provided in the Terms of Use.
8.
Personal
Information.
In order to further the purpose of the Service,
You grant Us permission to post on our web site, www.voiceoverdirectory.com,
certain general information about you, such as your
name, your gender, your “reading age”, your union
affiliation or non-union status, the City and State
where you are located, your available equipment, and a
sound clip of your voice.
You acknowledge that this information may be used by persons who
misrepresent their identity when contacting You, including the possibility that such persons could misrepresent
their identity as being Us
when contacting You.
You
also acknowledge that this information may be used by
persons to misrepresent their identity as being You
when they contact others.
You
acknowledge that We
are not responsible for any such misrepresentation by
others and agree to hold Us harmless in connection with any such misrepresentation.
We
will cooperate with all law enforcement agencies having
jurisdiction to help assure that anyone who engages in
any such misrepresentation is fully prosecuted.
9. Prohibited
Uses.
The following uses of the Service
are prohibited (“Prohibited
Uses”) and You
agree to not use the Service
to:
a. upload,
post, email, transmit or otherwise make available any
Content that is unlawful, harmful, threatening, abusive,
harassing, tortious, defamatory, vulgar, obscene,
pornographic, libelous, invasive of another's privacy,
hateful, or racially, ethnically or otherwise
objectionable;
b. harm
minors in any way;
c. unlawfully
impersonate or parody any person or entity, or falsely
state or otherwise misrepresent your affiliation with a
person or entity;
d. forge
headers or otherwise manipulate identifiers in order to
disguise the origin of any Content transmitted through
the Service;
e. upload,
post, email, transmit or otherwise make available any
Content that you do not have a right to make available
under any law or under contractual or fiduciary
relationships (such as inside information, proprietary
and confidential information learned or disclosed as
part of employment relationships or under nondisclosure
agreements);
f. upload,
post, email, transmit or otherwise make available any
Content that infringes any patent, trademark, trade
secret, copyright or other proprietary rights of any
person or entity;
g. use
information posted on the Service to email or otherwise
transmit or send any unsolicited or unauthorized
advertising, promotional materials, "junk
mail," "spam," "chain letters,"
"pyramid schemes," or any other form of
solicitation;
h. upload,
post, email, transmit or otherwise make available any
material that contains software viruses or any other
computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer
software or hardware or telecommunications equipment;
i. disrupt
the normal flow of dialogue, cause a screen to
"scroll" faster than other users of the
Service are able to type, or otherwise act in a manner
that negatively affects other users' ability to engage
in real time exchanges;
j. interfere
with or disrupt the Service or servers or networks
connected to the Service, or disobey any requirements,
procedures, policies or regulations of networks
connected to the Service;
k. intentionally
or unintentionally violate any applicable local, state,
national or international law, including, but not
limited to, regulations promulgated by the U.S.
Securities and Exchange Commission, any rules of any
national or other securities exchange, including,
without limitation, the New York Stock Exchange, the
American Stock Exchange or the NASDAQ, and any
regulations having the force of law;
l. "stalk"
or otherwise harass another;
m. collect
or store personal data about other users;
n. reproduce,
publish, further distribute or publicly exhibit any
material, in whole or in part, provided on the Service; or
o. submit
any Content
for inclusion in the Service
which is unrelated to the voice-over industry, which
exceeds permitted Space
Utilization, or which otherwise violates the
provisions of Our
Terms of Use.
The
determination whether a matter constitutes a Prohibited
Use shall be made in Our
sole discretion.
10. Compliance
with Laws and Regulations.
You agree to comply with the all laws and regulations of all foreign
countries having jurisdiction over You
or Your use
of the Service,
and with the laws and regulations of the United States,
its territories, and all states and localities having
jurisdiction.
11. General
Practices Regarding Use and Storage.
You acknowledge that We
may establish general practices and limits concerning
use of the Service, including without limitation
the maximum number of days that email messages, message
board postings or other uploaded Content
will be retained by Us, the maximum number of
email messages that may be sent from or received by an
account on the Service,
the maximum size of any email message that may be sent
from or received by an account on the Service,
the maximum disk space that will be allotted on Our
servers on your behalf, and the maximum number of times
(and the maximum duration for which) you may access the Service
in a given period of time.
You acknowledge that We reserve the
right to log off accounts that are inactive for an
extended period of time determined in our sole
discretion. You further acknowledge that We
reserve the right to modify these general practices and
limits from time to time.
12.
Modification or Discontinuance of Service Generally.
We reserve the right at any time and from
time to time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or
without notice. You agree that We shall
not be liable to You
or to any third party for any modification, suspension
or discontinuance of the Service.
13. Termination.
You agree that We may terminate your
account and delete Content relating to You from Our
service at any time, with or without cause, and without
prior notice to You.
If you have engaged in a Prohibited Use of
the Service, or otherwise breach or violate the Terms
of Use, We may terminate your account and
delete Content relating to You for cause.
If we terminate for cause, in addition to having
all rights and remedies against You which may be
available for violating the Terms of Use, or
which are otherwise available by law or equity, which
rights may be exercised successively or concurrently, We
shall also have no obligation to refund any amounts
prepaid by you. If
We terminate without cause, we will refund any
fee which you pre-paid, pro-rated to the date of
termination. All
terminations shall be made in our sole discretion.
Except to pro-rated, pre-paid fees as described
above, We shall not be liable to you or any third
party for termination of your account.
14. Indemnity
and Hold Harmless.
You agree to
indemnify and hold Us
and our subsidiaries and affiliates, and our and their
officers, directors, employees, agents, and co-branders
or other partners, and our co-branders or other
partners’ subsidiaries, affiliates, officers,
directors, employees, and agents, harmless from any
claim or demand, including reasonable costs of
investigation and defense, including attorneys' fees, in
connection with any claim or demand made which arises
out of or relates to any Content you submit, post, transmit or make available through the Service,
your use of the Service, your connection to the Service,
your violation of the Terms of Use, or your
violation of any rights of another.
15. No
Resale of Service |