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