Quality Assurance terms of service

Quality Assurance terms of service

 

The following terms of use (“terms”) set forth the basic rules that govern your use of the Quality Assurance  service. Please read these terms carefully. By accessing or using this service, you (“the talent”) 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, Inc. 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 following agreements.

Terms of Service and Disclaimer

 

Service Agreements

Article 1

DEFINITIONS

  1. “Report” mean a Quality Assurance report 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.

  2. “Talent” means a voice actor or talent asking Voice123 to procure a quality assurance report on its behalf.

  3. “Due date” means a due date for delivery to a talent of report as indicated in an order.

  4. “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.

  5. “Voice123 services” mean the provision of report

Article 2

Report

Section 2.1 Orders. On or following the effective date, talent shall submit one or more orders to Voice123. Voice123 shall create and deliver to talent the report described in such order on or before the due date set forth in each such order.

 

 

Article 3

FEES AND PAYMENTS

Section 3.1 Payment. The Voice123 may invoice talent for payment when order is created.

Sectior 3.2 Order fee. Voice123 services fee is $95 per order.

Sectior 3.3 Order fee refund. Voice123 services fee is non-refundable

Section 3.4 Taxes. Payments required by this agreement exclude all sales, value-added, use, or other taxes and obligations, all of which the talent shall pay in full, except for taxes based on Voice123’s net income.

Article 4

INDEMNITIES

Section 4.1 The talent. You agree to indemnify, hold harmless and defend Voice123, LLC. and its directors, officers, employees and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) your breach of these Terms and Conditions; (ii) your negligence or willful misconduct; (iii) any allegation that the content infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets; (iv) in connection with your use of the Site or any hyperlinked Web site; (v) resulting from content you supply. 

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

  1. For Convenience. The talet may terminate this agreement for convenience on written notice at any time during which no order is pending. Voice123 may terminate this agreement for convenience on written notice at any time.

  2. 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 solve 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 talent 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, 6 and 7. 

Article 6

LIMITATIONS OF LIABILITY

Section 6.1 Warranty Disclaimer. NEITHER PARTY MAKES ANY 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. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE TALENT ACKNOWLEDGES THAT THIRD-PARTY LICENSES MAY BE REQUIRED TO EXERCISE THE RIGHTS GRANTED HEREIN, INCLUDING PUBLIC PERFORMANCE RIGHTS. THE TALENT AGREES THAT IT HAS THE RESPONSIBILITY TO OBTAIN AND CLEAR ALL SUCH RIGHTS AND LICENSES.

Section 6.2 Exclusions. NEITHER PARTY SHALL BE LIABLE TO THE OTHER 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 THE OTHER PARTY 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 TALENT RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY THE TALENT TO Voice123 HEREUNDER FOR THE PRIOR 12-MONTH PERIOD.

Section 6.4 Basis of the bargain; failure of essential purpose. The talent acknowledges that Voice123 has set its prices and entered into this agreement in reliance on the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that such limitations, exclusions, and disclaimers shall survive and apply even if any limited remedies are found to have failed of their essential purpose.

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 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 talent, or (ii) represent the talent 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 the 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 talent 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, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.