Account Creation Agreement
VoiceBros Media and Production Ltd.
Last Update: September 18, 2023
This Account Creation Agreement ("Agreement") is effective as of the date you create your membership ("Effective Date") and is made between VoiceBros International Media Ltd., a company registered in Cyprus with registered address at Free Port & Law Zone - P.O.Box 1056 Famagusta - Cyprus, and Tax Number: 925 030 790 SLBT: 1068 ("VoiceBros") and you (referred to as "User" as either a Customer or an Artist) ("Each Party" and collectively referred to as "Parties").
VoiceBros provides services and digital products to its users, and the User wishes to create an account and obtain digital products from VoiceBros. THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties agree as follows:
ARTICLE 1 - DEFINITIONS
"Voice Over" means a digital product (audio file) recorded as described in an order and distributable in digital format.
"Delivery Time" refers to the final date for delivering the voiceover to the Customer as specified in an order.
"Offer" refers to the offer created by the Artist in response to the Customer's request for a voiceover project through the VoiceBros website. The Quote includes information such as the script for the requested voiceover, Delivery Dates, and pricing.
"Project" refers to an order placed through the VoiceBros website, which includes the script for voiceovers, Delivery Dates, and payment terms.
"Quick Order" is an optional word-based pricing method determined by each Artist, and the system calculates the price of the voiceover service offered by Artists through the VoiceBros website. "Customer" refers to an organization requesting voiceover services on its behalf.
"Artist" refers to an organization willing to create voiceovers for Customers requesting voiceover services through VoiceBros.
ARTICLE 2 - ACCOUNT CREATION
Section 2.1 Terms of Use
This Agreement incorporates the VoiceBros Terms of Use found at https://voicebros.com/page/terms-of-use and the Content Creator Agreement found at https://voicebros.com/page/creator-agreement. By reference, the User agrees to be bound by the Terms of Use and the Content Creator Agreement as specified in this document. In the event of any conflict between this Agreement and the Terms of Use or the Content Creator Agreement, the terms of this Agreement shall prevail.
Section 2.2 Registration, Accounts, and Passwords
The User agrees to the following:
1. Creating only one account
a. Providing real, accurate, up-to-date, and complete information when creating an account.
b. Promptly correcting and updating account information when changes occur.
2. Keeping the password secure and not sharing it with others, as well as restricting access to the user account and computer.
3. Promptly informing VoiceBros in the event of suspected unauthorized use of the account or password breach.
4. Being responsible for all activities conducted through the username or password and agreeing to be liable for all direct or indirect damages.
5.
ARTICLE 3 – VOICE OVERS
Section 3.1 Orders
Customers who are Users on VoiceBros can submit one or more Quote requests. Artists can create Quotes based on the Customer's suggestions and preferences after reviewing the Order requests. When an Order created by an Artist is accepted by the Customer and payment is completed, a Project is created. The validity of an Order ends when it is rejected by the Customer.
Section 3.2 Projects
Customers can initiate a new Project by making a payment based on the Artist's "Quick Order" price or in response to a Quote received from the Artist. In this way, the Customer and Artist can start working on the Project by reviewing their respective pages and making any necessary adjustments.
Section 3.3 Rejection
The Customer has the right to reject a voiceover without specifying any particular reason, as mentioned above. In the event that the Customer rejects a Project, the project amount will be transferred to the Customer's Digital Wallet account.
However, the Customer can cancel one (1) out of every three (3) projects free of charge.
ARTICLE 4 - LICENSES
Section 4.1 Voice Overs
Subject to the terms of this Agreement, the Artist retains ownership of all digital copies ordered through VoiceBros. By accepting this Agreement, the Artist grants VoiceBros an ongoing worldwide license to use, reproduce, publicly display, disclose, distribute, and create derivative works from such materials.
Licenses granted to Customers for voiceovers are classified as follows:
Standard Usage: Includes Corporate Videos, Documentaries, Podcasts, Audiobooks, Phone System Prompts, Announcements, Meetings, Presentations, YouTube Channels, Local TV, Local Theatres, Local Radios, Local Social Media Ads, etc. (Limited to 1 year).
National Usage: In addition to standard usage rights, includes National TV, National Theatres, National Radios, National YouTube Ads, National Social Media Advertising, etc. (Limited to 1 year).
International Usage: In addition to standard and national usage rights, includes International TV, International Theatres, International Radios, International YouTube Ads, International Social Media Advertising, etc. (Limited to 1 year).
All Usage Rights - Perpetual: Includes unlimited usage rights in all areas for an unlimited duration.
ARTICLE 5 - FEES AND PAYMENTS
Section 5.1 Payment Methods
Payments can be made through VoiceBros using credit cards, digital wallets, debit cards, and bank transfers.
Section 5.2 Artist Fee
a) VoiceBros applies a 35% deduction for expenses such as taxes, advertisements, operations, and commissions on all projects. Therefore, the artist's voiceover fee constitutes 65% of the amount reflected to the customer. The artist must consider these ratios when preparing their offer.
b) The artist, whose membership has been approved in the system, is considered to have accepted these conditions.
c) The artist's earnings will be automatically added to their Digital Wallet account upon completion of the payment. Upon the artist's request, earnings will be transferred to the specified bank account within a maximum of three (3) business days. However, international SWIFT payments may sometimes experience delays due to intermediary banks.
Section 5.3 Invoice
An invoice is automatically generated when a Project is approved.
ARTICLE 6 - TEMPORARY OR PERMANENT ACCOUNT CLOSURE
There are various situations on Voicebros.com that may necessitate the closure of a user's account. These situations are determined to ensure the security of the platform, user experience, and legal compliance. Here are some examples:
Section 6.1 Misuse and Violation:
If a user violates the platform's terms of use or rules, such as sharing private contact information, using profanity, making threats, sharing explicit content, or supporting terrorist organizations, their account may be closed.
Section 6.2 Fraud and Identity Theft:
If a user attempts to misuse the platform using false identity or fraudulent methods or tries to steal another user's identity, their account may be closed.
Section 6.3 Non-Commercial Purposes:
If a user attempts to use the platform for commercial purposes when it should be used for non-commercial purposes or tries to take commercial relationships off the site, their account may be closed.
Section 6.4 Illegal Activities:
If a user uses the platform for illegal purposes or engages in illegal activities, their account may be closed. This may include sharing illegal content or conducting illegal trade.
Section 6.5 Attacks and Malicious Software:
If a user attempts to launch attacks on the platform or upload malicious software to the platform, their account may be closed.
Section 6.6 Repeated Violations:
If a user repeatedly violates the platform's rules and fails to correct their behavior despite warnings, their account may be closed.
Section 6.7 Payment Issues:
If a user encounters problems with payments or consistently creates issues related to payments, their account may be temporarily or permanently closed.
Section 6.8 Legal Requests:
The platform must comply with legal requests. A user's account may be closed as required by a legal request or court order.
ARTICLE 7 - LIMITATION OF LIABILITY
Section 7.1 Disclaimer of Warranty Liability
BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO THIS AGREEMENT AND THE SUBJECT MATTER HEREIN. BOTH PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE USER IS AWARE THAT THE USE OF THE RIGHTS GRANTED HEREIN MAY REQUIRE THE ACQUISITION OF LICENSES FROM THIRD PARTIES, INCLUDING PERFORMANCE RIGHTS.
THE USER IS FULLY RESPONSIBLE FOR OBTAINING ALL SUCH RIGHTS AND LICENSES.
Section 7.2 Exclusion
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT THEORY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF RIGHTS OR SERVICES, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
Section 7.3 Maximum Liability
VOICEBROS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE USER TO VOICEBROS, AND SUCH PAYMENTS SHALL HAVE BEEN MADE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Section 7.4 Disclaimer of Voicebros.com's Responsibility
Price quotes and all agreements related to these quotes between Artists and Customers are entirely executed between the respective parties, the Artists, and the Customers. Voicebros.com is not responsible for the formation, execution, or outcomes of these price quotes or agreements and disclaims any liability in any way.
Voicebros.com merely provides a communication platform, and communication and transactions between users are entirely under their own control and responsibility. Price quotes or communications shared through the platform create a direct business relationship between Artists and Customers.
Voicebros.com advises users to exercise due diligence and care when transacting. In case of any disputes or issues, users are entirely responsible for resolving the dispute between themselves, and Voicebros.com is not responsible for such disputes or issues.
This provision is a part of the agreement between users and Voicebros.com, and by using this platform, users accept this disclaimer of responsibility.
ARTICLE 8 - GENERAL PROVISIONS
Section 8.1 Independent Contractors
The Parties expressly intend VoiceBros to be an independent contractor. It should not be construed in a way that either party has the authority to manage or control the other party's daily operations, including but not limited to:
1. Granting one party the authority to manage or control the other party's daily operations.
2. Creating or accepting a partnership, joint venture, joint ownership, or co-commitment.
3. Allowing one party to create or assume any obligations on behalf of the other party.
Section 8.2 Non-Compete Obligation
The User acknowledges that the voices heard in the voiceovers are considered valuable assets and that their replacement would be difficult. Therefore, during the term of this Agreement and for a period of 12 months thereafter, the User agrees not to hire or contract with specific individuals. The Parties acknowledge that determining the actual amount of damages resulting from such a breach would be difficult for VoiceBros. Additionally, in the event of a breach of this Section 8.2, the Parties agree that the User will pay VoiceBros compensation in the estimated amount of 25,000 US dollars for the presumed damages caused by such a breach.
Section 8.3 Applicable Law; Dispute Resolution
This Agreement shall be governed and interpreted in accordance with the Digital Millennium Copyright Act ("DMCA") laws (excluding the conflict of laws principle). Any dispute related to the interpretation, application, or enforcement of this Agreement (except for requests for interim measures or other preliminary injunction requests) shall be resolved through binding arbitration upon the request of either Party. Arbitration shall be conducted in accordance with rules and procedures established by international law.
Section 8.4 Severability; Waiver
If any provision of this Agreement is declared illegal by a competent court, the remaining provisions of this Agreement shall remain in full force and effect. The waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach, and the waiver of any provision shall not affect the right of the waiving Party to enforce such provision or any other right or remedy.
Section 8.5 Assignment
he Artist may not assign or transfer its obligations under this Agreement, in whole or in part, to another party without the prior written consent of VoiceBros. Any assignment or transfer made without such permission shall be considered invalid. VoiceBros may assign this Agreement, in whole or in part, without any limitation. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.
Section 8.6 Force Majeure
Neither party shall be responsible for failure or delay in the partial or incomplete performance of this Agreement (excluding payment obligations) due to events or causes beyond the control of the other party. Such events or causes include, but are not limited to, natural disasters, strikes, lockouts, riots, wars, acts of deadly violence, earthquakes, floods, fires, and explosions.
Section 8.7 Entire Agreement; Counterparts
This Agreement constitutes the entire and exclusive agreement between the parties regarding the subject matter herein and supersedes and replaces all prior written or oral discussions, negotiations, agreements, and understandings concerning the subject matter. Any terms and conditions in users' purchase orders that vary from or add to these provisions are rejected and shall be void. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
ARTICLE 9 - TERM AND TERMINATION
Section 9.1 Term
his Agreement commences on the Effective Date and continues until terminated in accordance with the provisions of Article 9.
Section 9.2 Termination
Termination Without Cause: Either party may terminate this Agreement at any time without cause by providing written notice to the other party. VoiceBros may terminate this Agreement at any time by providing written notice.
Termination for Cause: If either party breaches any material provision or term of this Agreement, and such breach is not remedied within 30 days after receiving written notice of the breach, then both parties shall have the right to terminate this Agreement or the relevant Order.
Section 9.3 Effect of Termination
Upon termination of this Agreement, any payment obligations of the User under this Agreement shall become immediately due and payable.
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