VoiceBros Media and Production Ltd.
Last Update: September 18, 2023
VoiceBros WISHES TO GRANT YOU PERMISSION SOLELY FOR THE CREATION OF VOICE OVERS. IF YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS, PLEASE CLICK THE "CREATE FREE ACCOUNT" BUTTON AND CHOOSE THE OPTION "I AM AN ARTIST" TO CREATE YOUR MEMBERSHIP.
This Content Creator Agreement ("Agreement") is effective from the moment you create your membership as an "Artist" ("Effective Date") and is entered into between VoiceBros International Media Ltd., a company registered in Cyprus, Free Port & Law Zone - P.O.Box 1056 Famagusta - Cyprus Tax Number: 925 030 790 SLBT: 1068 ("VoiceBros") and you ("Creator") (each a "Party" and collectively the "Parties").
VoiceBros provides voiceover services to its customers and wishes to receive voiceovers from the Creator to offer to its customers. THEREFORE, in consideration of the mutual promises and valuable and legal consideration set forth herein, 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" efers 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
ARTICLE 3 – VOICE OVERS
Section 3.1 Proposals
Customers who are VoiceBros users can submit one or more Proposal requests. After reviewing the Proposal request, Artists can create Proposals based on the Customer's requirements and preferences. When a Proposal is accepted by the Customer and payment is completed, a Project is created. If a Proposal is rejected by the Customer, it becomes invalid.
Section 3.2 Projects
Customers can initiate a new Project by making a payment based on the Artist's "Book Now" price or in response to a Proposal received from the Artist. This allows both the Customer and the Artist to start working on the Project, review it on their respective pages, and make the necessary adjustments.
Section 3.3 Rejection
The Customer may reject a voiceover without specifying any reasons. In the event of the Customer rejecting the Project, the project fee will be transferred to the Customer's Digital Wallet account. However, the Customer can cancel one out of every three (3) projects for free.
Section 3.4 Review and Acceptance
VoiceBros reserves the right to accept or reject any voiceover delivered to VoiceBros under this Agreement.
Section 3.5 Rejection by VoiceBros
When a voice over is rejected by VoiceBros:
1. VoiceBros shall not be obligated to make any payment for that voiceover.
2. The Artist shall not have the right to use, copy, or apply the voiceover.
3. The Artist shall destroy all copies of the voice over.
Section 3.6 Rejection by Customer
If a voiceover is approved by VoiceBros and subsequently rejected by the Customer for any reason:
1. VoiceBros shall transfer 40% of the rejected project fee (up to a maximum of $300 USD) to the Artist's account.
2. The Artist shall not have the right to use, copy, or apply the voiceover.
3. The Artist shall destroy all copies of the voice over.
As an exception to Sections 3.5(2) and (3) and 3.6(2) and (3), if the rejection of the voice over occurs before the relevant Delivery Date and VoiceBros does not terminate the relevant Order as per Section 3.6 below, the Artist may provide a new voiceover and may retain and use copies of the rejected voice over solely for the purpose of creating and providing such new voiceover.
Section 3.7 Order Cancellation
A voiceover is rejected,
The Artist fails to deliver an accepted voiceover by the applicable Delivery Date, or
The relevant Customer cancels their order before an acceptable voiceover is delivered by the Artist under this Agreement, then either party may cancel the relevant Order. In the case of a rejection, such cancellation will be the Artist's sole remedy for a rejected Order.
ARTICLE 4 - LİCENSES
Section 4.1 Voice Overs
Subject to the terms of this Agreement, the Artist shall retain ownership of all copies of digital voiceovers ordered through VoiceBros. By this Agreement, the Artist grants VoiceBros an ongoing, non-exclusive license, worldwide, to use, reproduce, display, perform publicly, make publicly available, distribute, and create derivative works from such materials. Licenses to customers for voiceovers shall be classified as follows:
a) Standard Use: Including Corporate Film, Documentary, Podcast, Audiobook, Phone System Voiceover, Announcements, Meetings, Presentations, YouTube Channel, Local TV, Local Cinemas, Local Radios, Local Social Media Advertisements, etc. (limited to 1 year).
b) National Use: Including the rights of Standard Use, as well as National TV, National Cinemas, National Radios, National YouTube Advertisements, National Social Media Advertisements, etc. (limited to 1 year).
c) International Use: Including the rights of Standard and National Use, as well as International TV, International Cinemas, International Radios, International YouTube Advertisements, International Social Media Advertisements, etc. (limited to 1 year).
d) All Usage Rights - Perpetual: Including unlimited usage rights and perpetually across all territories.
ARTICLE 5 - PAYMENTS AND FEES
Section 5.1 Payment Methods
Payments can be made through VoiceBros using the Digital Wallet or credit cards.
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 will be generated automatically when a project is approved.
ARTICLE 6 - DIGITAL WALLET APPLICATION
Section 6.1 Definition and Usage
The "Digital Wallet" application offered on our website is an electronic payment and balance management system that users can use to purchase voice-over services from artists or receive payments as artists. This wallet is provided to expedite payment transactions and enhance the user experience.
Section 6.2 Digital Wallet Balance and Loading
Users can fund their digital wallets with funds. This balance can be used to make payments for voice over services offered on our website or to make payments to artists. Loading the balance can be done using various payment methods.
Section 6.3 Payment and Refund
Section 6.4 Digital Wallet Transactions and History
Users can view the history of transactions and activities that occur in their digital wallets. This history will include payments, reloads, and other financial transactions. Security: Security of the digital wallet is of utmost importance to us. Users are encouraged to take security measures such as limiting access to their accounts, securing their passwords, and following our security recommendations.
Section 6.5 Security
The security of the digital wallet is of utmost importance to us. Users are encouraged to take security measures such as limiting access to their accounts, securing their passwords, and adhering to our security recommendations.
Section 6.6 Digital Wallet Integration
The digital wallet can be integrated with our other services. Users can use their wallets to purchase voice over services or receive payments.
Section 6.7 Changes
The digital wallet application and its terms can be changed at any time without prior notice. Users will be informed of any changes, and user consent will be obtained before implementing any changes.
ARTICLE 7 - INDEMNIFICATION
Section 7.1 Partner
The Partner shall indemnify and hold VoiceBros harmless from and against any expense, loss, liability, damages, and costs (including but not limited to attorney's fees) arising out of or in connection with any breach of any representation, warranty, or commitment as stated in this Agreement or related thereto. The Partner shall promptly inform VoiceBros of any breach or alleged breach of any representation, warranty, or commitment that could prevent VoiceBros from incurring any damage, provide VoiceBros with full control over the defense or settlement thereof, and shall provide reasonable assistance and information to the Partner regarding any claims, demands, lawsuits, or proceedings ("Claims") relating to the services provided within this scope and shall reimburse all such Claims or settlement amounts accepted by VoiceBros. The Partner shall not assert any claims against VoiceBros, including claims that VoiceBros is a talent agency or the Partner's employer. VoiceBros shall have the right to be represented by an attorney of its choice, at its own expense, to participate in the defense of such claim, but shall not be obligated to do so.
Section 7.2 Intellectual Property Infringement
If it is determined that any voice-over provided by the Partner under this Agreement infringes the rights of any third party or if the use, display, implementation, or distribution of any voice-over accepted by VoiceBros is prohibited, the Partner shall bear its own expenses. VoiceBros will provide the Partner with unlimited usage and liquidation rights for the infringing voice-over for VoiceBros' licensors, customers, and customers' licensors and will provide an acceptable replacement voice-over that does not contain any infringement.
ARTICLE 8 - COMMISSIONS
We reserve the right to adjust commission rates and other benefits for the Artist based on sales performance or specific criteria. Additionally, we may modify features such as homepage promotions or similar offers. These changes may be implemented to encourage the Artist's success and enhance our platform. You will be notified in advance of any changes, and they will be subject to your approval before taking effect.
ARTICLE 9 - VERSIONING AND CHANGE APPROVAL
Section 9.1 Versioning
There may be different versions of the agreement, and each new version will be tagged with a specific version number that includes the date and nature of the changes.
Section 9.2 Change Notification
If any updates or changes are made, these modifications will be included in the latest version of the agreement. Additionally, depending on the nature and significance of the changes, we may inform you via email or within the platform.
Section 9.3 Change Approval
Changes will be presented to you for approval before they come into effect. In the event that the changes are not accepted, the terms of the agreement will continue to be governed by the previous version.
Section 9.4 Effective Date
This article is considered part of the User Agreement, and any changes made in accordance with this article will become effective as stipulated in this article.
MADDE 10 - LIMITATION OF LIABILITY
Section 10.1 Disclaimer of Warranty Liability
NEİTHER PARTY MAKES ANY REPRESENTATİON, WARRANTY, OR CONDİTİON, WHETHER EXPRESS OR İMPLİED, ORAL OR WRİTTEN, STATUTORY, CUSTOMARY, OR OTHERWİSE, WİTH RESPECT TO THİS AGREEMENT AND İTS SUBJECT MATTER. EACH PARTY EXPRESSLY DİSCLAİMS ALL İMPLİED WARRANTİES OR CONDİTİONS, İNCLUDİNG BUT NOT LİMİTED TO OWNERSHİP, MERCHANTABİLİTY, FİTNESS FOR A PARTİCULAR PURPOSE, AND NON-İNFRİNGEMENT.
THE USER ACKNOWLEDGES THAT OBTAİNİNG THİRD-PARTY LİCENSES MAY BE REQUİRED TO EXERCİSE THE RİGHTS GRANTED HEREİN, İNCLUDİNG BUT NOT LİMİTED TO PUBLİC PERFORMANCE RİGHTS. THE USER AGREES THAT İT İS RESPONSİBLE FOR OBTAİNİNG ALL SUCH RİGHTS AND LİCENSES.
Section 10.2 Exclusion
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, LOSS OF INCOME, SUBSTITUTE GOODS, RIGHTS, OR SERVICES, OR BUSINESS INTERRUPTION, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
Section 10.3 Maximum Liability
THE MAXIMUM TOTAL LIABILITY OF VOICEBROS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE USER TO VOICEBROS AND SUCH AMOUNT SHALL BE THE TOTAL AMOUNT PAID BY THE USER TO VOICEBROS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Section 10.4 Voicebros.com Disclaimer of Responsibility
Price quotations and all agreements related to such quotations between Artists and Clients are entirely conducted between the relevant parties, Artists, and Clients. Voicebros.com shall not be responsible for the formation, execution, or consequences of these price quotations or agreements in any way and shall not assume any liability.
Voicebros.com only provides a communication platform, and communications and transactions between users are entirely within their control and responsibility. Price quotations or communications shared through the platform create a direct business relationship between Artists and Clients.
Voicebros.com advises users to exercise due diligence and care when conducting transactions. In the event of any dispute or issue, users are solely responsible for resolving such disputes, and Voicebros.com shall not be liable for such disputes or issues.
This provision is part of the agreement between users and Voicebros.com, and users, by using this platform, accept this disclaimer of responsibility.
ARTICLE 11 - GENERAL PROVISIONS
Section 11.1 Independent Contractors
The clear intent of the parties is that the Partner is an independent contractor. Nothing in this Agreement should be construed to:
1. Grant either party the authority to manage or control the daily operations of the other,
2. Create a partnership, joint venture, co-ownership, or any joint commitment between the parties,
3. Permit one party to create or assume any obligation on behalf of the other, or
4. Provide the Partner with any social benefits or additional allowances typically provided to employees. The Partner shall provide all necessary equipment and facilities required to produce the voice overs.
Section 11.2 No Agency Relationship
The clear intent of the parties is that VoiceBros is not an independent talent agency. Nothing in this Agreement should be construed to:
1. Grant negotiating authority to VoiceBros on behalf of the Partner with Clients, or
2. Grant representation authority to VoiceBros on behalf of the Partner to Clients.
Section 11.3 Applicable Law; Dispute Resolution
This Agreement shall be governed and interpreted (excluding conflict of laws rules) under the laws of the Digital Millennium Copyright Act ("DMCA"). Any dispute, other than requests for temporary or other interim relief, arising out of or in connection with the provisions, interpretation, or application of this Agreement shall be finally settled by binding arbitration in accordance with the rules and procedures provided by international law.
Section 11.4 Severability; Waiver
If any provision of this Agreement is deemed illegal by a competent court, the remaining provisions of this Agreement shall remain in full force and effect. The waiver of any breach or assumption of this Agreement shall not be interpreted as a waiver of any subsequent breach or assumption, and shall not be construed as altering or waiving the rights of the waiving party.
Section 11.5 Assignment
The Partner shall not have the right to assign or transfer its obligations under this Agreement, in whole or in part, without the prior written consent of VoiceBros. Any such assignment or transfer made without consent shall be deemed invalid. VoiceBros may assign this Agreement, in whole or in part, without restriction. This Agreement shall be binding on the Parties and their permitted assigns and successors.
Section 11.6 Force Majeure
Neither Party shall be liable for any damages or losses incurred by the other Party due to the partial or complete non-performance of this Agreement for events or reasons beyond its control. Such events or reasons include, but are not limited to: natural disasters, strikes, lockouts, riots, wars, acts of deadly violence, earthquakes, floods, fires, and explosions.
Section 11.7 Entire Agreement; Mutual Understandings
This Agreement, together with all included documents, constitutes the entire agreement and understanding between the Parties concerning the subject matter hereof, superseding all prior written or oral discussions, negotiations, understandings, and agreements between the Parties. This Agreement is mutually accepted and executed as separate originals, but collectively, it constitutes a single and the same document.
ARTICLE 12 - DURATION AND TERMINATION
Section 12.1 Duration
his Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of Section 12.
Section 12.2 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 12.3 Effect of Termination
Upon termination of this Agreement, any payment obligations of the User under this Agreement shall become immediately due and payable.