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 to commence
obtaining the Services
and by which you indicate your agreement to be
contractually bound by the Terms of
Use.
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.
Information you provide to us at
Registration is subject to Our
privacy policy which is posted on our Web site,
www.voiceoverdirectory.com , at the time
You
register.
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
