Terms and conditions
Terms and Conditions
Welcome to Voiceover.com.au web site. Please read the following terms and conditions with care. By visiting this site you are accepting these terms and conditions. International Speech Consultants Pty Ltd T/A Voiceover International (herein referred to as Voiceover International) retains the right to modify or amend these terms and conditions at any time, without notice. We may amend these terms and conditions by posting the amended terms on the Site. Unless otherwise stated, all amendments shall be effective immediately upon posting on the Site. You are responsible for regularly viewing the terms and conditions. Continued use of the web site after any such changes constitutes your consent to such changes. If at any time you choose not to accept these terms and conditions, you may not use this site.
Only adults who can form legally binding contracts under applicable law can actively participate in the activities conducted through this web site. You certify that you are 18 years of age or older, are competent to assume legally-binding obligations, and have the resources available to fully honour those obligations that you undertake. In addition, you agree that, if you are using the services on behalf of or for someone else, you represent that you have the authority to bind that person as a principal to all terms and conditions provided herein. And should it occur, you accept full liability for any harm caused by your wrongful use of the services. Voiceover International reserves the right to refuse, limit or restrict its services to anyone, for any reason, at any time and at its sole discretion.
3.1 Use of the Service and Site
You, or anyone using this service, agree to not use the Services to:
-send or receive any content that is unlawful, offensive, malicious, abusive, harmful, threatening, tortious, defamatory, obscene, libellous, or otherwise objectionable;
-or to be in breach of confidence, copyright, trademark, privacy or any other rights;
- cause the security of our site, content or data to be compromised in any way;
-pretend to be any person or entity other than your true identity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
-intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;
The content available through the Site is the sole property of Voiceover International or its affiliated third parties, and is protected by copyright, trademark and other intellectual property laws. Content owned by Voiceover International affiliated third parties may be subject to additional provisions and restrictions. Voiceover International grants you a personal, non-exclusive, non-assignable and non-transferable license to use and display, for lawful, non-commercial, personal use only, one copy of only the Voiceover International intellectual property, provided that you maintain all copyright and other notices contained in such intellectual property. You agree not to reproduce, distribute, disseminate, perform, retransmit, sell, publish, broadcast or circulate the content received through the Site to anyone without Voiceover International prior written consent.
5.1 User/Client Responsibilities-Placing and Order
Orders. On or following the Effective Date, The Client may submit one or more Orders to Voiceover International. Following submission of each Order, Voiceover International shall make commercially reasonable efforts to deliver to The Client the Audio recording described in such Order on or before the Due Date set forth in such Order.
Evaluation and Acceptance. Upon delivery of an Audio recording to The Client, The Client shall promptly review such Audio recording. The Client shall accept such Audio recording unless, in The Client's commercially reasonable discretion, such Audio recording does not materially conform to the description set forth in the Order. Any Audio recording will be deemed accepted if Voiceover International has not received from The Client notice of rejection of the Audio recording within two business days after delivery thereof.
Rejection. If The Client rejects an Audio recording as set forth above, such rejection must detail the material non-conformity with the description of such Audio recording in the Order. Upon any such rejection, (i) The Client shall not be required to pay for such Audio recording (ii) The Client shall not use, copy, or publicly hereunder shall terminate, and (iv) The Client shall destroy any copies of such Audio recording If such rejected Audio recording was created pursuant to a Pre-Paid Order, Voiceover International. may, at Voiceover International's discretion (i) refund some or all of the payments made for such Order or (ii) provide The Client with credit towards future Orders.
Order Termination. In the event Voiceover International has not delivered an accepted Audio recording by its applicable Due Date, The Client may terminate the corresponding Order. Such termination will be The Client's sole remedy for failure to deliver an accepted Audio recording. Voiceover International sole liability for failure to deliver an accepted Audio recording will be, in the case of an On-Acceptance Order, termination of the Order; and in the case of a Pre-Paid Order, refund of the fees paid for such Order, unless, in Voiceover International's sole judgment, The Client's rejection was not commercially reasonable.
The Client Materials. Subject to the terms and conditions of this Agreement, The Client will retain ownership of all materials submitted by The Client to Voiceover International, including but not limited to scripts for ordered Audio Recordings. The Client hereby grants a non-exclusive, worldwide, perpetual license to Voiceover International to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of such materials.
Audio Recording Upon acceptance of the Audio Recording, The Client will obtain ownership of the Audio Recording. The Client hereby grants a non-exclusive, worldwide, perpetual license to Voiceover International to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of such materials.
Payment Details. Voiceover International shall have the right to invoice (or otherwise charge) The Client for fees described in the relevant Order. Unless otherwise stated in the Order, The Client shall pay such fees within 7 days after the date of invoice or charge, and all payments must be made in Australian dollars, unless otherwise agreed.On-Acceptance Orders. If an Order is an On-Acceptance Order, Voiceover International. may invoice (or otherwise charge) The Client for payment if and when an Audio Recording described in such Order is accepted as described in Pre-Paid Orders. If an Order is a Pre-Paid Order, Voiceover International. may invoice (or otherwise charge) The Client for payment when such Order is received.
Late Payment. The Client shall: (i) pay a late fee of 1% per month, or the maximum rate allowed under law, whichever is less, on any balance overdue hereunder; and (ii) pay for the cost of collecting the past due payment, including any lawyer's fees.
Taxes and Obligations. All payments required by this Agreement exclude all sales, value-added, use, on other taxes and obligations, all of which The Client shall pay in full.
General Definition. "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.
Particular Confidential Information. API keys or tokens, account information, passwords, and other security-related credentials shall be considered Confidential Information.
Obligation. The Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Disclosing Party's Confidential Information to any third party, except to persons that have signed a nondisclosure agreement containing substantially the terms of this Article 8.
Limitations. This Article 8 will not apply to any information that is already in possession of the Receiving Party, is independently developed by the Receiving Party, is received by the Receiving Party from a third party that has no relevant confidentiality obligation to the Disclosing Party, or becomes generally known and available through no action or inaction of the Receiving Party.
Term. This Agreement will commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 9.
Reasons for Termination For Convenience. The Client may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. Voiceover International. may terminate this Agreement for convenience upon written notice at any time. For Cause. Either Party will 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 the same.
Effect of Termination. Upon the effective date of termination of this Agreement, any and all payment obligations of The Client under this Agreement will become due immediately.
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 CLIENT ACKNOWLEDGES THAT THIRD-PARTY LICENSES MAY BE REQUIRED TO EXERCISE THE RIGHTS GRANTED HEREIN, INCLUDING PUBLIC PERFORMANCE RIGHTS. THE CLIENT AGREES THAT IT HAS THE RESPONSIBILITY TO CLEAR AND OBTAIN ALL SUCH RIGHTS AND LICENSES.
Exclusions. NEITHER PARTY WILL 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
Maximum Liability. Voiceover International’s MAXIMUM AGGREGATE LIABILITY TO THE CLIENT RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY THE CLIENT TO Voiceover International HEREUNDER FOR THE PRIOR 12-MONTH PERIOD.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES AND LIMITATION OF LIABILITY
YOU REPRESENT THAT ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR USE OF OUR SERVICES IS ACCURATE AND CURRENT. THE MATERIALS AND INFORMATION YOU FIND ON THE Voiceover International WEBSITE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE Voiceover International WEB SITE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU ACKNOWLEDGE AND AGREE THAT Voiceover International AND/OR ITS PARENT AND AFFILIATES WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR IN ANY MANNER, HOWEVER CAUSED, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING ANY LOSS OF USE, LOST DATA, LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY OR ANY OTHER PECUNIARY LOSS WHETHER THE ACTION IS IN CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS CONDUCT. IN PARTICULAR, ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED TO COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES BY COMPUTER VIRUSES, "WORMS", "TROJAN HORSES" OR OTHER ITEMS OR FORCES OF AN INTRUSIVE, DISRUPTIVE OR DESTRUCTIVE NATURE IS DISCLAIMED. THESE DISCLAIMERS OF LIABILITY APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OTHER TORTIOUS BEHAVIOUR, OR ANY OTHER CAUSE OF ACTION. REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF Voiceover International . HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Voiceover International AND/OR ITS PARENT AND AFFILIATES MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES, BUT IN NO EVENT GREATER THAN ONE HUNDRED DOLLARS (AD$100.00). BECAUSE SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN ADDITION THE PRODUCTS AND SERVICES CONTAINED, DESCRIBED OR FEATURED ON THIS WEBSITE ARE ONLY DEEMED TO BE OFFERED FOR SALE IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE
Basis of the Bargain; Failure of Essential Purpose. The Client acknowledges that Voiceover International. has set its prices and entered into this Agreement in reliance upon 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 will survive and apply even if any limited remedies are found to have failed of their essential purpose.
The Client. The Client shall defend or settle, and pay any damages or agreed settlement amounts, any and all claims, demands, suits, actions or proceedings ( "Claims") brought against Voiceover International in connection with any Services provided hereunder, provided that Voiceover International promptly notifies The Client of any such Claim, allows The Client sole control of the defence or settlement thereof, and gives The Client reasonable assistance and information in connection with such Claim. The Client shall bring no Claim against Voiceover International. Voiceover International shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defence of such Claim; provided, however, that the expense of such counsel and such participation shall be borne by The Client, and provided, further, that Voiceover International shall not settle any such Claim without the prior written consent of The Client.
Infringement. If any Audio Recording accepted by The Client in accordance herewith is held to infringe, and/or the distribution, performance, display, or use of any Audio Recording accepted by The Client in accordance herewith is, or Voiceover International reasonably believes is likely to be, enjoined, (i) Voiceover International shall refund the fees paid for the same, (ii) The Client's license to the same shall terminate, (iii) The Client shall make no further use of the same, and (iv) The Client shall destroy all copies of the the same under The Client's control.
You agree to defend, indemnify and hold Voiceover International and/or its Parent and associated third parties or affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses including reasonable lawyers fees and court costs associated with third party claim, action, or demand brought against Voiceover International or its Parent arising from or otherwise related to your actions, including without limitation, for breach of any representation or warranty contained herein, or infringement of any trademark, copyright, or other claim of any kind based upon the purchase, sale, license, transfer or use of an Audio Recording in accordance with this Agreement, or any other provision of this Agreement or under, if used, the escrow.com Agreement or terms and conditions.
If you are a California resident, you agree to waive California Civil Code Section 1542, which states in part that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him might have materially affected his settlement with the debtor.” Voiceover International does not, and you agree that you will not ask it to, enforce the terms of any agreement to which it is not a party.
All the information, techniques, skills and concepts contained within our products, services or website are of the nature of general comment only, and are not in any way recommended as individual advice. The intent is to offer a variety of information to provide a wider range of choices now and in the future, recognising that we all have widely diverse circumstance and viewpoints. Should any person or business choose to make use of the information contained on our website or from our products or services, this is their decision, and the contributors (and their companies), author and publishers do not assume any responsibilities whatsoever under any conditions or circumstances. It is recommended that the The Client / reader obtain their own independent advice.
The purchase of any product by the purchaser agreeing to the purchase, binds the purchaser to the terms and conditions herein and any product sold has no warranty or guarantee of success, and it is agreed that individual results from products may vary. Products or materials that are defective and that are returned immediately and shown to be defective, may be subject to a refund of no greater than the purchase price less the handling and postage fee.
You agree to defend, indemnify and hold Voiceover International and/or its Parent and associated third parties or affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses including reasonable lawyers fees and court costs associated with third party claim, action, or demand brought against Voiceover International or its Parent arising from or otherwise related to your actions, including without limitation, for breach of any representation or warranty contained herein, or infringement of any trademark, copyright, or other claim of any kind based upon the purchase, sale, license, transfer or use of an Order in accordance with this Agreement.
Voiceover International and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these agreed terms and conditions.
Your rights and obligations and all actions contemplated by these terms and conditions shall be governed by the laws of the Commonwealth of Australia and the State of New South Wales as if the terms and conditions was a contract wholly entered into and wholly performed within the State of New South Wales.
If there is a determination that any provision of these terms and conditions is invalid or unenforceable, that determination will not affect the rest of the terms and conditions and the terms and conditions shall be deemed amended to the minimum extent necessary to make them valid and enforceable.