| |
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.
You agree to use the Service only in
strict compliance with Our Terms of
Use. You agree not to
access, download, or use the Service, or any portion
thereof, for any other commercial purpose, including to
reproduce, duplicate, copy, sell, trade, resell the Service or one
similar to it, or to compete with Us.
16.
Dealings
With Advertisers.
Your correspondence or business dealings with,
or participation in promotions of, advertisers found on or
through the Service, including payment and delivery of
related goods or services, and any other terms, conditions,
warranties or representations associated with such dealings,
are solely between you and such advertiser. You agree
that We shall not be responsible or liable for any loss or
damage of any sort incurred as the result of any such dealings
or as the result of the presence of such advertisers on the
Service.
17.
Links.
The Service may provide, or third parties may
provide, links to other World Wide Web sites or resources.
Because We have no control over such sites and
resources, you acknowledge and agree that We are not
responsible for the availability of such external sites or
resources, and do not endorse and are not responsible or
liable for any content, advertising, products, or other
materials on or available from such sites or resources. You
further acknowledge and agree that We shall not be
responsible or liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection
with use of or reliance on any such content, goods or services
available on or through any such site or resource.
18.
Our
Proprietary Rights.
You acknowledge and agree that the
Service and any necessary software used in connection
with the Service contain proprietary and confidential
information that is protected by applicable intellectual
property and other laws. You further acknowledge and
agree that content contained in sponsor advertisements or
information presented to you through the Service or
advertisers is protected by copyrights, trademarks, service
marks, patents or other proprietary rights and laws. Unless
expressly authorized in writing by Us or by advertisers, as
the case may be, you agree not to modify, rent, lease, loan,
sell, distribute or create derivative works based on the
Service or any software used in connection with the
Service.
19.
DISCLAIMER
OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR
USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
WE
MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR
REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv)
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL
MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE
WILL BE CORRECTED.
ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH
MATERIAL.
NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.
A
SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES
WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A
COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS
MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN
USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF
YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION,
CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY
DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF
YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE
SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES,
LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT,
OR CONVULSIONS.
20.
LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL
NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA
OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE
OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM
ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED
OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR
FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION
OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF
ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER
RELATING TO THE SERVICE.
21.
SOLE REMEDY.
IN
ALL CASES, YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US FOR ANY
CAUSE OR CLAIM IN CONTRACT, TORT, OR OTHERWISE, RELATING TO
THE SERVICE DESCRIBED IN THIS INSTRUMENT, SHALL BE THE REFUND
OF FEES YOU PAID TO USE THE SERVICE. THIS PARAGRAPH SHALL
NOT BE CONSTRUED TO LIMIT THE PROVISIONS OF PARAGRAPHS 20 OR
21
22.
EXCLUSIONS AND LIMITATIONS.
SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE
PROVISIONS OF PARAGRAPHS 20, 21 AND 22 MAY NOT APPLY TO
YOU.
23.
No Third Party Beneficiaries.
You agree that, except as otherwise expressly
provided in Our Terms of Use, there shall be no third
party beneficiaries to this Agreement
24.
No Assignment or Transfer.
The Service is personal to You. You shall not
have the right to assign or transfer your account with
Us or your use of the Service. It shall not accrue to
any successor entity of Yours, or to your heirs,
executors, administrators or personal representatives, except
that payment for service shall remain due and owning through
the time We receive notice of dissolution if you are a
business entity, or We receive notice of your death if
You are an individual.
25.
Notice.
We may provide You with notices,
including those regarding changes to Our Terms of Use,
by email or regular mail, or postings on the
Service.
If there are changes to the Terms of Use,
posting of the current Terms of Use on our website,
www.voiceoverdirectory.com
constitutes notice of the change to
You.
26.
Limitation on Claims. No claim or cause of
action relating to Your use of the Service shall
be brought more than six (6) months after such claim or cause
of action arose.
This contractual provision is not intended to extend or
toll any applicable statue of limitations.
27.
Captions.
Captions are used in Our Terms of Use for
convenience only and shall not be used to interpret
it.
28.
Entire Agreement. Our Terms of
Use, and any other documents specifically mentioned and
incorporated by reference into Our Terms of Use,
contains Our entire agreement with You. As provided in this
instrument, Our Terms of Use may be unilaterally
updated by Us from
time to time and Your use of the Service after updated
Terms of
Use are posted on our website,
www.voiceoverdirectory.com,
constitutes your acceptance of such updated Terms of Use which
are then in effect.
29.
Governing Law. Our Terms of
Use is to be construed in accordance with the law of the
Commonwealth of Virginia without
regard to its conflict of law provisions.
30.
Forum.
If you are a citizen of the United States and reside in
the United States, all matters relating to the resolution of
any dispute between You and Us shall be filed in
the General District or Circuit Court for the County of
Roanoke, Virginia.
You consent to and agree not to contest the
jurisdiction or venue of an action or suit brought in any such
court. If you are
not a citizen of the United States or do not reside in the
United States, all matters relating to the resolution of any
dispute between You and Us shall be resolved by
arbitration as provided in this paragraph. Such arbitration shall
be conducted in accordance with the rules and procedures of
the American Arbitration Association. A panel of three
arbitrators shall be selected by the parties in dispute from a
list of proposed arbitrators supplied by the American
Arbitration Association.
The selection of the panel of arbitrators shall be in
accordance with the rules of the American Arbitration
Association. The
arbitration of this agreement shall be determined by majority
vote of the panel of three arbitrators thus selected. The panel of three
arbitrators shall be expeditiously selected. The full cost of
arbitration shall be borne by the party that does not prevail
in the arbitration.
The award of the panel of arbitrators may be entered as
the judgment or decree of a court having jurisdiction and may
be enforced as provided by applicable
treaties.
31.
Rights
and Remedies. The rights and
remedies provided by Our Terms of Use are cumulative
and Our exercise of any one right or remedy shall not
preclude or waive the right to use any or all other
remedies. Such
rights and remedies are given in addition to any other rights
which may be available by law, statute, ordinance, regulation
or otherwise.
We shall have the right to exercise equitable
remedies, including injunction.
32.
No Waiver.
Our Failure to insist upon strict compliance with any
of the terms, covenants, or conditions of
Our Terms of Use shall not be deemed a waiver of such
term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power at any one time or
more times be deemed a waiver or relinquishment of such right
or power at any other time or times.
33.
Severability.
If You contend that any
provision of Our Terms of Use is invalid or
unenforceable, any proceeding to determine the issue shall be
filed in the Circuit Court for the County of Roanoke,
Virginia. If the
court determines any provision to be invalid, the parties
nevertheless agree that the court should endeavor to give
effect to the parties' intentions as reflected in the
provision, and the other provisions of the Terms of Use
shall remain in full force and effect. This paragraph shall
not be severed from the other provisions of Our Terms of
Use.
Copyright 2003-2008.
Character Voices, Inc. All rights
reserved. |
