VOICEBANK.NET, INC (VB) and its various domains (including Voiceregistry.com) connects Ad Agency, TV and Film Studio, Independent Producers and others clients (as defined herein) together with talent agencies, managers, casting directors, and other professionals rendering professional services in motion picture, theatrical, radio, television and other entertainment enterprises, (collectively the “Services”). Throughout this document Voicebank.net, Inc and its domains will be referred to as, “Voicebank.net, Inc”, “Voicebank” and “VB”.
YOU HEREBY ACKNOWLEDGE THAT VOICEBANK.NET, INC IS NOT A TALENT AGENCY. ONLY A TALENT AGENT LICENSED PURSUANT TO SECTION 1700.5 OF THE LABOR CODE MAY ENGAGE IN THE OCCUPATION OF PROCURING, OFFERING, PROMISING, OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR AN ARTIST. SECTION 1701) OF PART 6 OF DIVISION 2 OF THE LABOR CODE. BY REGISTERING AN ACCOUNT WITH VOICEBANK.NET YOU ARE NOT ENTERING INTO A TALENT AGREEMENT WITH VOICEBANK AND VOICEBANK IS NOT A PARTY TO ANY CONTRACTS YOU MAY ENTER INTO WITH A COMPANY OR INDIVIDUAL YOU MAY CONNECT WITH (AND PROVIDE SERVICES FOR) ON ANY OF VB’s SITES.
We reserve the right to update or change these Terms at any time by posting the most current version of the Terms on the Sites with a new Effective Date shown. All such changes in the Terms shall be effective from the Effective Date. Your continued use of the VB Applications after we post any changes to the Terms is your consent to any such changes. If you do not agree to these any and all of these Terms, you must discontinue using the VB Applications and/or Services immediately.
By accessing the VB Applications you consent to having this Agreement provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing. You acknowledge that when you provide us with contact information, including an email address or telephone number (“Contact Information”), you agree that this action establishes a business relationship with us. You expressly consent to our communicating with you using the Contact Information you provided to us. This means we may contact you, in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving. If you are an agent or representative, or the Responsible Adult for any individual for whom you have provided us with Contact Information, you also attest that you have the authorization from that individual to grant us the rights granted herein and agree to indemnify us and hold us harmless from any losses, costs, expenses, damages, fines and/or penalties including reasonable attorneys’ fees, arising out or in connection with your failure to have the proper authorization from the individual you claim to represent.
You May Use The Services:
If you are using the VB Applications on behalf of an Industry Professional, including through an organization, which may have a separate agreement with us, you are nevertheless individually bound by this Agreement as an individual User.
VB acknowledges that Users might be represented by Industry Professionals acting as agents for those Users. All Users are responsible for the actions of their agents. In the event that a Talent of the age of majority advises VB that he/she is no longer represented by an Industry Professional who established or maintained a Membership on the Talent’s behalf, VB will either turn control of the Membership over to Talent (subject to Talent’s direct acceptance of these Terms, as applicable) or to another Industry Professional which has Membership, as directed by Talent. If the Talent is not of the age of majority, under these circumstances the Membership account may be transferred to the Talent’s parent or legal guardian, or terminated in VB’s sole discretion.
To be eligible for Membership, you must meet the following criteria and you represent and warrant that you:
During the Membership registration process, you will be prompted to provide personal information that allows us to know who you are, such as your full name, age, street address, email address and phone number, and possibly additional optional information such as height, weight, racial and/or ethnic background, and pictures (collectively, “Registration Information”). By using the VB Applications, you represent and warrant that all Registration Information you submit is truthful, accurate, current and complete and you will maintain the accuracy of such Registration Information by updating and revising it promptly.
In the event you are an Industry Professional providing Registration Information on behalf of Talent (that is, any actor or other artist you represent or on whose behalf you work), you warrant and represent that you have full authority to represent such Talent and provide us with the Registration Information and any other personally identifying information of such Talent, including a valid parent/guardian authorization where required by law.
VB reserves all rights to verify and/or take legal action against anyone who provides inaccurate, false or incomplete personal information, and to suspend or cancel a Membership based on such information. Notwithstanding the foregoing, you acknowledge that VB does not guarantee the accuracy of any information submitted by any User of the VB Applications, including any identity information about any User.
We do not allow Talent or members of Groups who are under the age of majority in their country of residence (a “Minor”) to directly open an account or establish their own profiles. All Users who are Minors may only open accounts or post profiles if they are represented by an adult Talent Representative or other Industry Professional or parent or legal guardian who has registered on their behalf and who maintains the profile on their behalf (“Registering Adult”). We reserve the right to add special protections, including to track and record visits/views, for the profiles and/or Membership accounts of Users who are Minors for security purposes. Although we cannot absolutely control whether Minors gain unauthorized access to our Services, your profile may be deactivated and your Membership may be terminated without warning if we believe that you are a Minor and we do not have satisfactory proof or assurances that a Registering Adult maintains your Membership on your behalf.
You agree to abide by our User Code of Conduct prohibiting practices that VB deems harmful and these Terms. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this User Code of Conduct or any other part of these Terms, including without limitation, removing the violating Content or communication from the VB Applications and terminating the Membership of such violators with or without notice. You agree that you will (i) use the Services in a professional manner; (ii) provide complete and accurate Registration Information to us and update it as necessary; and (iii) comply with the User Code of Conduct and terms and policies posted on the Sites or provided to you by VB and applicable laws, including, without limitation, privacy laws, intellectual property laws, decency and obscenity laws, export control laws, tax laws, and regulatory requirements.
You agree that you will not (i) collect, use, rent, lease, trade, share or transfer any information, including but not limited to, personally identifiable information obtained from the VB Applications except as expressly permitted by these Terms, or as the owner of such information may expressly permit; (ii) create an account or profile for anyone unless you have their express authorization to do so; (iii) include information in a profile (or elsewhere on the VB Applications) that reveals sensitive personal information, such as government identifiers like Social Security or Tax ID numbers; (iv) use the VB Applications or any information obtained through the VB Applications to stalk, abuse or attempt to abuse, or otherwise harass and individual; (v) take any action or upload, post, email or otherwise transmit any content that would violate any right or duty under any applicable 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); (vi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, including without limitation, promotional materials that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that VB considers in its sole discretion to be of such nature; (vii) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any content or other Services contained in or through the VB Applications; (viii) utilize information, content or any data you view on and/or obtain from the VB Applications to provide any service that is competitive with the VB Applications or the Services including the use of Voicebank,net’s Marks or confusingly similar marks in any business name, email, URL, or posting; (ix) attempt to or actually transmit or post a link to another website within your membership profile or anywhere else on the VB Applications other than as permitted herein; (x) engage in or plan to engage in any illegal activity; (xi) post, disseminate or transmit statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (xii) create, disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity or other intellectual property or property rights of any person; (xiii) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (xiv) export, re-export or permit the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities; (xv) interfere, disrupt or attempt to gain unauthorized access to other accounts on the VB Applications or any other computer network; (xvi) disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program; (xvii) damage, disable, overburden, or impair any VB server, or the network(s) connected to any VB server, or interfering with any other party’s use and enjoyment of any VB Applications; (xviii) gain unauthorized access to any VB Applications accounts, computer systems or networks connected to any VB server or to any of the VB Applications through hacking, cracking, distribution of counterfeit software, password mining or any other means; (xix) reverse engineer, decompile or disassemble any software accessed through the VB Applications; (xx) impersonate any person or entity, including, but not limited to, a VB employee, contractor, agent, or representative or falsely state or otherwise misrepresent your affiliation with a person or entity; (xxi) transmit, post, or e-mail any misleading or false professional opportunities in your profile or elsewhere on the VB Applications; (xxii) abuse the VB Applications’ messaging services or (xxiii) engaging in any other activity deemed by VB in its sole discretion to be in conflict with the spirit or intent of the VB Applications.
You agree that Voicebank may take whatever steps it deems necessary to prevent behavior of any kind on the VB Applications that violates this Agreement in VB’s sole discretion, without notice to you. You can report any violations of the User Code of Conduct or other abuse on the VB Applications by emailing “firstname.lastname@example.org”
Voicebank may restrict, suspend or terminate the account of any User who violates the User Code of Conduct or these Terms or otherwise abuses or misuses the VB Applications Services and/or for any or no cause, without warning. Such restriction, suspension, or termination, shall be effective immediately or as may be specified in any notice. In the event that Voicebank suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or Subscription Fees, any content or data associated with your Membership or account or for anything else.
You are fully responsible for all activities conducted through your Membership. During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member’s account or password at any time, not to let an unauthorized third party use your membership, and not to disclose your password information to any unauthorized third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. Your disclosure of your password to any other person is entirely at your own risk. Although VB will not be liable for your losses caused by any unauthorized termination and/or use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use until such time as you terminate your Membership account or prove that your account security was compromised due to no fault of your own.
You acknowledge that we reserve the right to charge for use and/or access to some or all aspects of the Services. If you purchase any Services that we offer for a fee, either on a one-time (“Paid Services”) or recurring billing subscription basis (“Subscription Services”), you agree that Voicebank.net, Inc (or its authorized service providers) may store your payment card information and Voicebank will bill you the appropriate fee for the Paid Services or the applicable term rate for your Subscription Services (“Subscription Fees”) using the billing information you provide (your “Billing Information”) for use of the Subscription Service. You agree to pay Voicebank all Subscription Fees and other charges at the prices then in effect for your use of the Subscription Service using your Billing Information, including any applicable taxes, and you authorize Voicebank to charge your chosen payment provider (your “Payment Method”) for the Paid Services and Subscription Services, including the recurring Subscription Fees for the Subscription Term you select. All subscriptions longer than one month will automatically renew at our monthly subscription rate and will be billed on a monthly basis. You agree to make payment using your selected Payment Method. If Voicebank does not receive payment, you agree to pay all amounts due on your account upon demand. In the event we are advised of insufficient funds in your account or credit to cover your payment by your Payment Method, we may re-present such un-cleared or rejected payment to your Payment Method provider. In the event we have to collect unpaid amounts you owe us, you will be liable for all collection costs, including attorneys’ and collection agency fees. Voicebank reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment and to update your information from available third party sources.
All fees/prices are in US Dollars, unless otherwise indicated, and do not include Internet service provider, telephone, other connection charges, foreign exchange fees and other fees associated with third parties.
You can cancel your subscription at any point during your current subscription term to avoid subsequent fees being billed by contacting us by phone at 661-294-9912 or emailing us at “email@example.com” or by writing or faxing us as set forth below. If you cancel a subscription term that is longer than one month, you will receive a pro-rata refund based upon any full months left on your subscription term and any Paid Services you have requested and received and your subscription will continue through the rest of the current month. Partial months are not refunded. ALL CHARGES FOR MONTHLY SUBSCRIPTION TERMS ARE NON- REFUNDABLE REGARDLESS OF THE AMOUNT OF TIME LEFT ON THE SUBSCRIPTION TERM. NOTWITHSTANDING THE FOREGOING, YOU HAVE THE RIGHT TO CANCEL YOUR SUBSCRIPTION WITHOUT FURTHER OBLIGATION AND RECEIVE A FULL REFUND (LESS ANY SERVICES YOU HAVE REQUESTED AND RECEIVED) IF YOU CANCEL WITHIN 10 BUSINESS DAYS AFTER THE DATE YOU START USING OUR SERVICES. To cancel this Agreement, email a notice of cancellation to firstname.lastname@example.org from the email address you have on file with us, mail or deliver a signed and dated notice of cancellation to Voicebank.net Inc, P.O. Box 2147 Auburn, WA 98071, or fax a signed and dated notice of cancellation to 661.294.9764. If your Membership is terminated as a result of your breach of this Agreement (including failure to pay fees when due), your access will be terminated with or without notice and you shall not be entitled to the refund of any unused portion of fees.
Subject to your compliance with this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access or harvest data without the express written consent of Voicebank), view information and use the VB Applications and the Services, as we intend such information, the VB Applications and the Services to be accessed, viewed and used. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Sites and all related items.
Voicebank will allow you access to the VB Applications as they may exist and be available on any given day, and we have no other obligations, except as expressly stated in this Agreement. We have the right at any time for any reason or no reason to interrupt availability of some or all aspects of the VB Applications, suspend or terminate your Membership per the section on “Termination”, terminate this Agreement, and/or modify, replace, refuse access to, suspend or discontinue any and all current or future access to and use of the VB Applications or the Services in whole or in part, or change or modify our fees for all or part of the Paid Services or Subscription Services in our sole discretion, without prior notice or liability to you. Any such change shall be effective upon posting on the Sites or by direct communication to you unless otherwise noted.
You agree that Voicebank will not be liable for any interruption of Services, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement, you shall not be entitled to any refunds of fees for interruption of service or failure to perform.
We reserve the right to withhold, remove and or discard any content available as part of your Membership account, including your profile, with or without notice, for any reason in our sole discretion. For avoidance of doubt, Voicebank has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the VB Applications.
The VB Applications may include links to third party websites (“Third Party Sites”). You are responsible for deciding whether you want to access or use a Third Party Site. Voicebank is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites.
You acknowledge that: (i) by using the Sites you may have access to pictures, digital images, graphics, music, video, audio, text, computer code and other creative output (collectively, “Content”); and (ii) this Content includes Content owned or licensed by Voicebank (“Voicebank Content”), or owned or licensed by Users (“User Content”). You acknowledge that Voicebank, Voicebank’s licensors, and Users have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the VB Applications or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.
You understand that when using the VB Applications, you will be exposed to Content from a variety of sources, and that Voicebank is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, objectionable, or that contains errors or omissions, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Voicebank with respect thereto. Voicebank makes no representation whatsoever regarding the accuracy of any Content at any time.
All right, title and interest in and to the VB Applications and Services is and will remain the exclusive property of Voicebank and its licensors. Voicebank reserves all rights not expressly granted in and to the Voicebank Content and the VB Applications.
You acknowledge that any software and related documentation that may be available to download from the VB Applications (the “Software”) is a copyrighted work owned or licensed by a Voicebank Party (as defined herein), and that you do not acquire any ownership rights by downloading the software. You agree that your use of the Software is governed by these Terms and is also governed by the terms of the license agreement, if any, that accompanies or is included with the Software (the “License Agreement”). Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED TO YOU ON AN “AS-IS” AND “WHERE-IS” BASIS, AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE DISCLAIMED.
All comments, feedback or materials submitted by you to us, including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas (collectively, “Feedback”), shall be received and treated by us on a non-confidential and unrestricted basis. Voicebank will be free to use, display, perform, distribute, copy, adapt, and promote, in any medium now known or later developed, without compensation to you, the Feedback along with all ideas, concepts, know-how, techniques or methodologies contained in such Feedback, for any purpose whatsoever, including without limitation, developing, marketing and selling products and services incorporating such Feedback. You agree that in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity. You further agree that no Feedback you submit will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, commercial solicitations, or any form of “spam”.
You retain copyright and other intellectual property rights with respect to your User Content that you submit or transmit to or display on or through the VB Applications or any Service, to the extent that you have such rights under applicable law. You may request the deletion of your User Content at any time by using the tools on the VB Applications to do so; however, if you have shared User Content with others, through the VB Applications, Voicebank has no control over any third parties use of that Content. Further, you acknowledge that removed User Content may persist in backup copies for recordkeeping and internal purposes, including enforcing these Terms. By providing User Content to us you represent and warrant that you own such User Content or otherwise have the right to grant us the License set forth in this section; that the User Content is accurate and not confidential and the submission, transmission, posting and use of your User Content on the VB Applications 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, you are solely responsible for, and Voicebank will have no liability in connection with, your User Content or any other User Content you access through the VB Applications. Your ownership in your User Content does not confer any rights of access to the VB Applications nor any rights to User Content stored by or on behalf of Voicebank.
By submitting, transmitting, or displaying your User Content to or through the VB Applications, you automatically grant (and you represent and warrant that you have the right to grant) to Voicebank a worldwide, sublicenseable, assignable, perpetual, irrevocable, non-exclusive, royalty-free, unlimited right and license to use, reproduce, publish, distribute, publicly display and perform, reformat, modify and delete your User Content solely in connection with the VB Applications and only as long as you are a Member (“License”). This License will enable each User of the VB Applications to access your User Content as permitted through the functionality of the VB Applications and under these Terms. This License includes the right to modify or adapt your User Content in order to transmit, display or distribute it over computer networks, in various media and to devices but does not give us the right to use your User Content outside of the VB Applications, or as is contemplated by the functionality of the VB Applications, and you retain the copyright to your User Content and subject to the terms herein, the right to delete it from the VB Applications at any time.
Voicebank has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, (the “DMCA”) and avails itself of the protections under the DMCA. Further we reserve the right to remove any User Content on the VB Applications which allegedly infringes another person’s copyright and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Services or remove, edit, or disable any User Content on VB Applications which allegedly infringes another person’s copyright. It is our policy to terminate the access of repeat infringers. We are under no obligation to, and do not, scan content posted for any violations of third party rights. However, we respect the copyright interests of others and it is our policy not to permit materials known by us to infringe another party’s copyright to remain on the VB Applications.
If you believe any materials on the VB Applications infringes a copyright, you should provide us with a written request to takedown the allegedly infringing material in the form of a written letter, sent by fax or regular mail only, (“DMCA Takedown Notice”) that at a minimum includes:
Notwithstanding the foregoing, we reserve the right to ignore a DMCA Takedown Notice that is not in compliance with the DMCA.
If your material has been removed or blocked by us as a result of our receipt of a DMCA Takedown Notice, you may send us a request asking for the allegedly infringing material to be restored in the form of a written letter, sent by fax or regular mail only, (“DMCA Counter-Notice”) that at a minimum includes:
When we receive the DMCA Counter-Notice, we will send a copy of the DMCA Counter-Notice to the party who originally sent us the DMCA Takedown Notice requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting removal of the allegedly infringing material. Notwithstanding the foregoing, we reserve the right to ignore a DMCA Counter-Notice that is not in compliance with the DMCA. Both the DMCA Takedown Notice and the DMCA Counter-Notice must be sent to our designated DMCA designated agent addressed as follows:
Voicebank is a service provider, which means, among other things, that we do not control each and every aspect of the VB Applications. You acknowledge that Voicebank is a service provider that may offer Users opportunities to interact on and through the VB Applications regarding topics and content chosen by other Users. Generally, we do not regulate Users’ interactions with the VB Applications or communications with each other on the VB Applications. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of content accessed through or Users of the VB Applications.
You are solely responsible for your interactions with other Users. Voicebank may limit the number of connections or interactions you may have to and with other Users through the VB Applications or views of Membership profiles, and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. Voicebank reserves the right to terminate your Membership account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement or to protect its business reputation or Users.
As a condition of access to our VB Applications, you release Voicebank, Inc. including its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensors and distributors (“Voicebank Licensees”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the VB Applications or Services, including any claim against any individual or entity who creates an unauthorized account for you on your behalf.
You understand and agree that: (i) Voicebank will have the right but not the obligation to assist Users in resolving disputes among Users relating to Users’ use of the VB Applications or Services; (ii) Voicebank’ resolution of any particular dispute does not create an obligation to resolve any other dispute; (iii) to the extent Voicebank elects to assist in resolving such disputes, it will do so in good faith based solely on the general rules and standards of the VB Applications and will not make judgments regarding the potential claims or provide legal advice; (iii) Voicebank’ resolution of such disputes will be final with respect to the respective Users’ use of the VB Applications but will have no other effect on the actions of the Users or their respective claims; and (iv) you hereby release the Voicebank Licensees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Voicebank’ resolution of disputes relating to the VB Applications.
Voicebank provides the VB Applications and Services strictly on an “AS IS” and “AS AVAILABLE” basis, provided at your own risk, and, to the fullest extent permissible under applicable law, VOICEBANK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Voicebank makes no warranty as to the quality, accuracy, completeness and validity of any information or content you access or receive in connection with the VB Applications or Services, or that your use of the VB Applications will meet your requirements. Do not rely on the VB Applications, any information therein, or its continuation. If you are dissatisfied or harmed by the Sites or anything related to the VB Applications, you may close your account in accordance with the section on “Suspension and termination” and such termination shall be your sole and exclusive remedy. Voicebank is not responsible, and makes no representations or warranties for the delivery of any messages sent through the VB Applications to anyone. In addition, we neither warrant nor represent that your use of the VB Applications will not infringe the rights of third parties. Any material, service, or technology described or used on the VB Applications may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
Voicebank does not have any obligation to verify the identity of the persons accessing the VB Applications or subscribing to the Services, nor does it have any obligation to monitor the use of its Services by other Users; therefore, Voicebank disclaims all liability for identity theft or any other access to or misuse of your identity or information. Voicebank does not guarantee that the VB Applications will function without interruption or errors in functioning, or be virus-free, or that any errors or defects on the VB Applications will be corrected. In particular, the operation of the VB Applications may be interrupted due to maintenance, updates, or system or network failures. Voicebank disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Voicebank disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the VB Applications due to inappropriate equipment, disturbances related to Internet service providers, to the saturation of the internet network, and for any other reason.
When using the VB Applications, you may accumulate Content that resides as data on Voicebank’ servers. This data, and any other data, Membership history and User names residing on Voicebank’ servers may be deleted, altered, moved or transferred at any time for any reason in Voicebank’ sole discretion. You acknowledge that, notwithstanding any copyright or other rights you may have with respect to Content you upload, transmit, display and/or create using the Sites, and notwithstanding any value attributed to such Content or other data by you or any third party, VOICEBANK DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON VOICEBANK’ SERVERS. You understand and agree that Voicebank has the right, but not the obligation, to remove any Content (including your User Content) in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
IN NO EVENT SHALL THE VOICEBANK PARTIES OR THEIR RESPECTIVE SUPPLIERS, LICENSORS OR DISTRIBUTORS IN HOSTING, OPERATING OR DELIVERING THE VB APPLICATIONS OR SERVICES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT VOICEBANK MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, YOU AGREE THAT IN NO EVENT WILL VOICEBANK’ CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIVE TIMES THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR A PAID SERVICE, IF ANY, OR U.S. ONE HUNDRED DOLLARS (U.S. $25.00), WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless the Voicebank Parties for all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, arising from, relating to, or caused by (a) your use of the VB Applications and Services, (b) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, and © your Membership. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
These Terms shall be governed by and construed in accordance with the laws of the State of California without application of conflict of laws rules unless the provisions of Resolution by Arbitration apply.
In the event a dispute arises between you and VB, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. You agree to give Voicebank no less than 60 days’ notice of your intention to file any Claim as set forth below, in order that you and Voicebank may attempt to settle such Claim outside of formal court or arbitration proceedings. If, however, there is an issue that needs to be resolved, these Terms describe how both of us will proceed.
YOU AND VOICEBANK AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, CONNECTED WITH OR RELATING TO THESE TERMS, ANY CONTRACT, TORT, STATUTUE, THE RELATIONSHIP AMONG THE PARTIES, OR USERS OR OTHERWISE RELATING TO THE VB APPLICATIONS OR SERVICES (“CLAIMS”) WHICH CANNOT BE SETTLED BY MUTUAL AGREEMENT OF THE PARTIES, SHALL BE RESOLVED BY ONE ARBITRATOR THROUGH BINDING ARBITRATION. This Agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to claims arising out of or relating to any aspect of the relationship between you and Voicebank, including but not limited to any claims related to your use the VB Applications or Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. However, just as a court would, the arbitrator must honor the terms and limitations in these Terms and can award damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND VOICEBANK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION, HOWEVER, BY AGREEING TO THESE TERMS AND USING THE SERVICES YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION. IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH ABOVE CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY. If for any reason a claim proceeds in court rather than through arbitration, you and Voicebank agree that there will not be a jury trial. You and Voicebank unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement in any way. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought. All Notices to VB shall be sent to the following address:
VOICEBANK, INC ATTN: LEGAL DEPARTMENT 9190 Olympic Blvd #318 Beverly Hills, CA 90212 USA
All notices to users of the VB Applications will be sent to the email or street address provided in the User’s account, or if there is no account information we have on the User. Upon receipt of such Notice, the other party shall have a sixty (60) day period in which it may satisfy the Claim against it by fully curing the Claim and/or providing all the relief requested in the Notice, and/or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such sixty-day cure period, you or VB may commence an arbitration proceeding.
Unless otherwise agreed to by you and Voicebank in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator from JAMS, or another established alternative dispute resolution (“ADR”) provider, chosen by Voicebank, who is licensed to practice law. The arbitration proceeding will be located in Los Angeles, California. Each party shall pay the fees and costs of its own counsel, experts and witnesses.at the election of Voicebank, and will be conducted in accordance JAMS rules, including the selection of an arbitrator, filing, administration, discovery and arbitrator fees will be conducted under JAMS Comprehensive Arbitration Rules & Procedures, except as modified by this Agreement or otherwise agreed to by you and Voicebank in writing. The JAMS rules are available on its website atwww.jamsadr.com. To the extent that this Dispute Resolution section of the Agreement conflicts with JAMS’s minimum standards for procedural fairness, the JAMS’ rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver
This Agreement concerns a transaction in interstate commerce, and therefore shall be governed by the United States Federal Arbitration Act, 9 U.S.C. Â§ 1 et seq. The FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
Any claim or action for (i) indemnification, (ii) any violation of VB intellectual property rights, (iii) contribution, (iv) interpleader, or (v) injunctive relief arising out of a Claim shall not be subject to arbitration.
This arbitration provision shall survive termination of this Agreement and the closing of your account or other relationship with VB.
If any provision of this Resolution of Disputes provision is declared or found to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions shall remain fully enforceable except that if for some reason this provision on class action waiver for any Claim cannot be enforced, then this provision to arbitrate will not apply.
You agree that regardless of any statute or law to the contrary, any dispute or Claim must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The VB Applications are controlled and operated by Voicebank from its offices within the United States. Voicebank makes no representation that materials in the VB Applications or the Services are appropriate or available for use in other locations, and access to such materials or use of the Services from territories where their contents are illegal is prohibited. Those who choose to access the VB Applications or the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. If you use the VB Applications or the Services from other locations, you are responsible for compliance with applicable local laws including, but not limited to, the export and import regulations of other countries. Your use of the VB Applications and Services, including our Software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving United States origin products, including services or software. The VB Applications are controlled and operated by Voicebank from its offices within the State of California, United States of America. We make no representation that any aspect of the VB Applications or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Sites from other locations are responsible for compliance with applicable local laws.
Voicebank may give notice to you by means of a general notice on the VB Applications, at or after log-in to your membership account, by electronic mail to your e-mail address in our records for your membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your membership. All notices given by you, whether or not required under this Agreement, shall be faxed to Voicebank, Inc., Attn: Dispute Resolution, at 661-294- 9912; or sent by postal mail or courier to us at:
VOICEBANK, INC ATTN: DISPUTE RESOLUTION 9190 Olympic Blvd #318 Beverly Hills, CA 90212 USA
Any notices that you provide without compliance with this section shall have no legal effect.
The failure of VB to partially or fully exercise any rights or the waiver of VB of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by VB or be deemed a waiver by VB of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of VB under these Terms, its policies and any other applicable agreement between you and VB shall be cumulative, and the exercise of any such right or remedy shall not limit VB 's right to exercise any other right or remedy
If any part of these Terms, other than class action waiver as set forth above, is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect.
Headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
This Agreement does not create third party beneficiary rights enforceable by third parties.
These Terms, and the policies incorporated herein, are the entire agreement between you and Voicebank. They supersede any and all prior or contemporaneous agreements between you and Voicebank relating to your use of the VB Applications or the Services. Copyright ©, 2016, Voicebank.net, Inc. All rights reserved.