Secure Payment terms and conditions for voice actors

Secure payment terms and conditions for voice actors

The following terms of use (“terms”) set forth the rules that govern your use of the Secure Payment service. Please read these terms carefully. By accessing or using this service, you, a voice actor or other content professional user (“the user”), agree that you have read, understand, and agree to be bound by the terms described in these terms and all terms incorporated by reference. If you do not agree to all of these terms, do not access or use this service. Voice123, LLC. reserves the right to modify content on the site and these terms of use periodically without prior notice.

Reference Agreements

You also agree that you have read, understand, and agree to be bound by reference to the website terms of service and disclaimer https://voice123.com/about/terms-of-use/

Service Agreements

Article 1

DEFINITIONS

“Digital goods” mean any goods that can be delivered digitally, including but not limited to, audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an order.

“Client” means an individual or entity that has asked Voice123 to procure digital goods on its behalf.

“Due date” means a due date for delivery to a client of digital goods as indicated in an order.

“Order” means an order, whether submitted via the Voice123 website or otherwise, including but not limited to the description of digital goods, due dates, and payment terms.

“Hosting” means the internet hosting service provided by Voice123 to host digital goods accepted by the user in accordance with the terms set forth herein.

“Software” means the widget software provided by Voice123 to view digital goods and accepted by the user in accordance herewith.

“Adaptation” means a work based on digital goods such as a translation, derivative work, or any other form in which the digital goods may be transformed or adapted including in any form recognizably derived from the original, except a work that constitutes a collection. A collection shall not be considered an adaptation for the purposes of this agreement.

“Collection” means a collection of literary or artistic works, such as phonograms or broadcasts, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the digital goods are included in their entirety in unmodified form along with one or more other contributions, each of these constituting separate and independent works in themselves, which together are assembled into a collective whole.

Article 2

DIGITAL GOODS

Section 2.1 Orders. On or following the effective date, Voice123 shall, as directed by a client, submit one or more orders to users. The user shall create and deliver to Voice123 the digital goods described in such order on or before the due date set forth in each such order. The agreement for the provision of digital goods, including payment terms (and the split between payment to the user and fees and costs of Voice123) and requirements for the digital goods to be provided and deadlines, will be subject to the terms set forth in the Order.

Section 2.2 Licensed portions. The user shall not deliver any digital goods containing any material created or owned by any third party without first obtaining licenses therefor, and notifying Voice123 in writing of the existence, content of, and licensing terms for, any such materials (the “licensed portion”).

Section 2.3 Evaluation and acceptance. The client submitting such order may, at its sole discretion, accept or reject each of the digital goods delivered to Voice123 hereunder.

Section 2.4 Rejection. On any rejection of digital goods client, (i) neither client nor Voice123 shall be required to pay for such digital goods, (ii) the user shall not use, copy, or publicly perform such digital goods, and (iii) the user shall destroy any copies of such digital goods. Notwithstanding the foregoing, if the rejection of such digital goods occurs before the corresponding due date, the user may submit new digital goods under the same Order, and retain and use copies of the rejected digital goods for the sole purpose of creating and submitting such new digital goods. If the user has not delivered accepted digital goods by the applicable due date, the corresponding Order shall be deemed terminated and neither party shall have any further obligations to the other.

Article 3

FEES AND PAYMENTS

Section 3.1 Payment; Wallet. Voice123 shall ensure payment is made to user (after deduction for Voice123’s fees and costs, and sales tax, as described in the Order and/or payment remittance) if and when the digital goods described in such order are accepted as described in Section 2.3. Payment will be processed within 30 days after the order has been accepted by the client that submitted the relevant order. Balances due to the user from orders that have been approved and accepted by the applicable client shall be credited to the user’s Voice123 Wallet, a digital wallet service offered by Voice123 in conjunction with its banking partner. Funds in your Voice123 Wallet are held in a custodial account on your behalf and may be withdrawn to your own bank account at any time. For the avoidance of doubt, any balance credited to the user’s Voice123 Wallet on account of credited Voice123 membership fees shall not be eligible for cash reimbursement—users may elect to apply such balances to Voice123 membership fees only.

Section 3.2 Limited Appointment as Agent. By using the Secure Payment service, the user agrees that during the term of this agreement Voice123 will act as user’s authorized agent for the limited purpose of accepting payments on the user’s behalf from clients (“Client Payments”), and user hereby appoints Voice123 as its agent and expressly authorizes Voice123 to receive such Client Payments on user’s behalf. Payment from a client to Voice123 shall be considered payment to user, satisfying and extinguishing the payment obligation of the client to the user (in the amount paid by such client) as if the relevant client had paid the user directly. Voice123, and not the applicable client, is solely liable to user for Client Payments received by Voice123 if Voice123 fails to remit any Client Payments owed to user after a client accepts a particular Order as described in Section 2.3.

Section 3.3 Taxes. User is responsible for all sales, value-added, use, or other taxes and obligations not deducted from the payment to user, all of which the user shall pay in full, except for taxes based on Voice123’s net income.

Article 4

INDEMNITIES

Section 4.1 The user. The user shall defend or settle, as well as pay any damages or agreed settlement amounts, any and all claims, demands, suits, actions or proceedings ( “claims”) brought against Voice123 in connection with any services provided hereunder.

Article 5

TERM AND TERMINATION

Section 5.1 Term. This agreement shall commence on the effective date and continue thereafter until terminated according to the provisions of Article 5.

Section 5.2 Termination

On Written Notice. The user may terminate this agreement on written notice at any time during which no order is pending. Voice123 may terminate this agreement on written notice at any time.
For Cause. Either party shall have the right to terminate this agreement, or any order then in effect, if the other party breaches any material term or condition of this agreement and fails to cure such breach within 30 days after receipt of written notice of same.

Section 5.3 Effect of termination. On the effective date of termination of this agreement, any and all payment obligations of the user under this agreement shall become due immediately.

Section 5.4 Survival. The following provisions shall survive any expiration or termination of the agreement: Articles 3, 4, 6 and 7.

Article 6

LIMITATIONS OF LIABILITY

Section 6.1 Warranty Disclaimer. VOICE123 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. VOICE123 HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE USER ACKNOWLEDGES THAT THIRD-PARTY LICENSES MAY BE REQUIRED TO EXERCISE THE RIGHTS GRANTED HEREIN, INCLUDING PUBLIC PERFORMANCE RIGHTS. THE USER AGREES THAT IT HAS THE RESPONSIBILITY TO OBTAIN AND CLEAR ALL SUCH RIGHTS AND LICENSES.

Section 6.2 Exclusions. VOICE123 SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR INTERRUPTION OF BUSINESS, EVEN IF VOICE123 IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

Section 6.3 Maximum Liability. VOICE123’S MAXIMUM AGGREGATE LIABILITY TO THE USER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE TOTAL AMOUNT PAYABLE BY THE USER TO VOICE123 HEREUNDER FOR THE PRIOR 12-MONTH PERIOD OR $50.

Article 7

GENERAL PROVISIONS

Section 7.1 Independent contractors. It is the express intention of the parties that Voice123 is an independent contractor. Nothing in this agreement shall in any way be construed to: (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or, (iii) allow either Party to create or assume any obligation on behalf of the other party.

Section 7.2 No talent agency relationship. It is the express intention of the parties that Voice123 is not a talent agency. Nothing in this agreement shall in any way be construed to (i) give Voice123 the ability to negotiate with clients on behalf of the user, or (ii) represent the user to clients.

Section 7.3 Severability; waiver. In the event that any provision of this agreement is held by a tribunal of competent jurisdiction to be contrary to applicable law, the remaining provisions of this agreement shall remain in full force and effect. The waiver of any breach or default of this agreement shall not constitute a waiver of any subsequent breach or default, and shall not act to amend or negate the rights of the waiving party.

Section 7.4 Assignment. The user may not assign its rights or delegate its duties under this agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of Voice123. Any attempted assignment or delegation without such consent shall be void. Voice123 may assign this agreement in whole or in part. This agreement shall bind and inure to the benefit of each party’s successors and permitted assigns.

Section 7.5 Force majeure. Neither party shall be liable to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such party. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires, and explosions.

Section 10.7 Entire agreement; counterparts. This agreement, together with all documents incorporated herein by reference, including our Terms of Service and Privacy Policy, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This agreement shall be deemed accepted if and when the user directs Voice123 to process any payment or utilizes any functionality related thereto.