These Terms and Conditions constitute an agreement (the "Agreement") between The Voice Realm ("The Voice Realm", "we", "us,", "our", or “the Company”) and each of our users, which may be either (i) an individual voice talent selling their services (the “Talent”), (ii) a talent agency representing the Talent (the “Agency”), and (iii) a purchaser of voice talent services (the “Advertiser” or “Client” and, collectively with the Talent and Client, the “User” or “you”). BY CREATING AN ACCOUNT WITH THE VOICE REALM OR OTHERWISE ENTERING INTO A BUSINESS RELATIONSHIP WITH US, YOU REPRESENT TO US THAT YOU HAVE THE AUTHORITY TO ENTER THIS AGREEMENT AND THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2. The Voice Realm's service
The User will have access to various online services offered by The Voice Realm (the “Services”) that are consistent with the level of service purchased by the User. The Services provided to you on the Website are provided on an "AS IS" basis. You agree that The Voice Realm reserves the right to modify or discontinue the Website and/or its Services, and to remove the data you provide, either temporarily or permanently, at any time, without notice and without any liability towards you, The Voice Realm will not be held responsible or liable for timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.
3. Your responsibilities and registration obligations
a. Company Accounts
If an account is registered for company use (“Company Account”), only “Authorized Users” may use and access the Company Account for our Services. Authorized Users are users who have the Company’s authority to use and access the Company Account. Such Users include, but are not limited to, owners, employees, and other people authorized by the Company to register as a User. All Authorized Users are agents of the Company to the extent that the Company authorizes them to use the Company Account. The Voice Realm shall rely that the Company hereby authorizes each of its Authorized Users to have binding authority with 3rd parties, including but not limited to Talent and The Voice Realm for transactions and licenses as set forth herein. Each Authorized User is required to register their individual e-mails on the Company Account in order to be deemed by The Voice Realm as an Authorized User.
4. Registration and Password
You are responsible for using an effective password that is not easily guessed or discoverable and for maintaining the confidentiality of such password. You agree to immediately notify The Voice Realm via e-mail at firstname.lastname@example.org of any compromise or suspected unauthorized use of your user account, user name, or password. The Voice Realm will not be liable for any losses incurred by the User caused by any unauthorized use of the User’s access to the Services or User materials, and the User hereby agrees it may be liable for losses incurred by The Voice Realm or the losses incurred by others as a result of such unauthorized use.
6. Your conduct
The User is responsible for all activity it conducts using the Services. The User will abide by all applicable laws relating to its use of the Services. The User explicitly agrees that (a) you will not provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortuous; defamatory; fraudulent, libelous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of The Website and/or the Service; distribution of viruses or other harmful code; hacking or causing privacy breaches; distribution or storage of any material protected by copyright, trademark, trade secret, or other intellectual property right without proper authorization; giving rise to civil or criminal liability; or in violation of an applicable local, national, or international law; (b) you will not impersonate or misrepresent your association with any person or entity; you will not forge or otherwise seek to conceal or misrepresent the origin of any content provided by you; (c) you will not collect or harvest any information about other Users; (d) you will not provide, and you will not use the Website and/or Services to provide, any content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce; you will not use the Website to promote or operate any service or content without The Voice Realm 's prior written consent; and (e) you will not provide your contact details (such as full name, email address, phone number, messenger name) to any client or voice artist through -but not limited to- the casting, scripting, and auditioning system.
The Voice Realm is not responsible and has no liability for content or accuracy of any materials placed on the Services by a User. The User acknowledges and agrees that he/she/it shall be solely responsible for the content and any inaccuracy of any materials placed on the Services by a User.
The Voice Realm does not routinely monitor all material placed on the Services, but may in its discretion reject, delete, or modify any material that comes to its attention. The Voice Realm reserves the right to reject any proposed or posted job posting for any reason.
Representation by Talent Agency
In the event the User is an Agency providing registration information on behalf of a Talent, the Agency warrants and represents that it has full authority to represent such individual Talent, to provide The Voice Realm with the registration information and any other personally identifying information of such individual Talent, including parent/guardian authorization where required by law, and to otherwise enter into and agree to this Agreement on behalf of the Talent (including licensing of all intellectual property rights).
In the event that an individual Talent of the age of majority advises The Voice realm that he or she is no longer represented by the Agency that established and/or maintained an account on the Talent’s behalf, we will, at our discretion, either turn control of the account to another Agency with an account and/or has access to the Services or terminate the account, as directed by the individual Talent. If the individual Talent is not of the age of majority, the parent or legal guardian of the individual Talent may advise The Voice Realm that the individual Talent is no longer represented by a certain Agency, and we will, at our discretion, either turn control of the account over to another Agency with an account and/or has access to the Services or terminate the account, as directed by the individual Talent’s parent or legal guardian.
7. Submission of content on the Website by approved Talents
By providing any content to this Website as an approved Talent: (a) you agree to grant The Voice Realm a worldwide, royalty-free, perpetual, exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, sub-license, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part to attract new clients to the Website and any other websites that The Voice Realm LLC owns or operates. Such license will apply with respect to any form, media, technology already known at the time of provision or developed subsequently; (b) you warrant and represent that you have all legal, moral, and other rights necessary to grant The Voice Realm the license stated above; (c) you acknowledge and agree that The Voice Realm will have the right (but not obligation), at The Voice Realm 's entire discretion, to refuse to publish, or to remove, or to block access to any content you provide, at any time and for any reason, with or without notice.
In some instances, Clients may commission voice talent work for use in perpetuity (“Perpetuity Job”). You agree to grant The Voice Realm the authority to sell your content on your behalf as a work-for-hire and assign all rights and interest to the copyrights related to the voiceover work of a Perpetuity Job, free of all licenses, mortgages, charges, or other encumbrances, to the respective Client.
8. Third-party services
Goods and services of third parties may be advertised and/or made available on or through the Website. Representations made regarding products and services provided by third parties will be governed by the policies and representations made by these third parties. You must not partake in any business dealings with Clients after being introduced by The Voice Realm by circumnavigating the site or any other means of contact for a period of one (1) year of the initial job booking or auditions. The Talent may not contact any Client to solicit work that they were made aware of though the Websites and/or Services . You must not reveal any contact details to any Client by any means. Clients may only reveal contact details after paying and hiring a Talent purely for the means of giving vocal direction for the recording. You agree that all forms of communication between the Advertiser and the Talent, including but not limited to instant messaging, emails, audio files, pdf, word documents, or any type of digital file, may be monitored for unauthorized solicitation.
9. Client and Voice Artist usage of the site
Clients engage the recording services of the Talent through the Website. Any audio recordings made through the 'audition feature' must never be used for anything other than deciding if a voice is suited to a particular voice recording. These 'audition recordings' must never be used without remuneration to artist and The Voice Realm. SAG-AFTRA projects are handled through a paymaster. Each Talent must include an image of themselves in their profile. The Talents agree not to use full names in images, logos, messages, bios or contained within audio files or file-names or anywhere on the site except within their personal settings and for payment purposes. The only language, dialect, accents to be selected are mother tongue unless approved by The Voice Realm in rare circumstances. The Talent agree that all client scripts are protected by copyright and will not disclose any information or script to any third party.
The Talent agrees that if a Client books them directly from their demo, for a job of less than 300 words and without an audition, that this would be classified as an unpaid audition. Only once the client requests a second file, or the job is marked as completed by client, or 14 days pass with no further communication from the client side, is this confirmed as a paid booking. This forms part of the 'Satisfaction Guarantee'.
Jobs that require multiple recording sessions over a period of time must be complete in sessions of 15 minutes of finished audio length or more. For each hiring, Client can ask for three (3) complete recordings of a script of less than 750 words. To avoid re-records, the Talent should provide some small samples of varying styles for the Client to choose from before recording any script in full. If after three (3) full recordings (of less than 750 words) the Client is still not satisfied, a 50% re-record fee applies for entire script records, or applicable revision fees.
Recordings between 750 and 10,000 words attract a 50% re-record fee once the first recording is completed and delivered to the Client with no live direction given. Re-recordings of individual lines are charged at applicable 'revision rates'. Recordings using live direction where the Client listens in on the session incur a 50% of the original booking fee for each additional session. Audio supplied to Clients must be of broadcast quality. If both Client and The Voice Realm agree that the audio is sub-standard, a re-record is first offered, and then an entire refund. If the Client and The Voice Realm do not agree that the audio is sub-standard, then a 50% refund is applied after a non-usage document is signed confirming the audio will never be used and must be destroyed. Minor Talents under 16 years of age attract a $50 loading fee for each hour of audiobook recordings.
If a Client is not satisfied with a recording, and they deem it unusable because the Talent has failed to deliver according to their direction, or deadline, then the client is entitled to a refund, minus a $50 session fee, after signing a non-usage document confirming that the audio will never be used and will be immediately destroyed.
If a talent is unavailable or non-responsive for revision recordings, rendering the original recording unusable because the voice cannot be matched, then the client must sign an 'audio non usage and deletion form' to confirm the original recording will never be used, and the voice talent will be paid a session fee only in line with the cancellation rates.
a. Paid Project Cancellations and Revisions
If a Client cancels a job of less than 750 words because they no longer need the recording, a document must be signed that the audio will never be used and will be immediately destroyed, then a $50 session fee (if no audition was made with the voice actor through a casting or private audition prior to the booking) or 50% of the total booking amount (if an audition was conducted via a casting or private audition) is deducted from any refund and paid to the voice talent.
For projects of more than 750 words, a 50% refund will apply if a Client determines the Talent is not suited for the project after an audition is held, and the project is recorded in full.
Re-recordings needed because the Client did not supply pronunciations before talent records incur revision fees for those lines that need to be recorded. There is no revision fee for a script change of less than five (5) words offered once per booking.
Jobs that require lip syncing require an additional 100% fee of the base rate.
A project marked 'closed & approved' by a Client, or jobs that automatically close after 14 days of no activity from the client side, will be deemed as final. Any further changes to the recording must then be booked as 'revisions' if it is within 30 days of the original booking. If more than 30 days has past since the original booking, the new project must be booked as if it is a new project (revision fees do not apply).
b. Delivery of Recordings:
Any voice over recording that is delivered past the deadline set by the Client will have 10% deducted from the original booking rate for each day late, as determined by 24-hour windows from the deadline. The discount will be passed on to the Client for the Talent failing to deliver on time.
All jobs must be completed through the Website. The Voice Realm reserves the right to remove any Talent or Client at any time from accessing the Website without reason. The Voice Realm may, at our discretion, remove any messages in which a Talent or Client is trying to initiate external contact outside of the site before the Talent is hired through the Website. The Voice Realm is not responsible for compensation to any Talent’s agent, manager, or any other legal representative of the artist for jobs booked through the Website. Each individual Talent reserves the right to supply audio files of below broadcast quality until the Client approves and pays for the final file to be delivered. The Talent agree to record for all rates set forth on the voice over rate page at https://www.thevoicerealm.com/voice-over-rates.php.
Auditions, Casting Notices, and Paid Jobs will be automatically closed after 14 days of no activity from the client side and marked as completed. An additional 14 days commences each time a Client sends a message or file to the Talent. This is overridden if the job is still not closed within 30 days of the original date of booking for bookings of less than 50,000 words. Jobs of over 50,000 words must be closed within 60 days of booking. Any further recordings will then be charged as 'revisions' as set out on the rate page.
c. NON-UNION RATES & USAGE:
All prices and rates listed on the rate page (the “Rates”) are for non-union voice over work. The Rates are for a one (1) year license, a two (2) year license, or a buyout in perpetuity for broadcast and internet commercial use (i.e. broadcast radio, TV, and digital commercials). For non-broadcast use, the voice work is only available for purchase in perpetuity. Original session fees are not required to be re-billed if additional usage is paid.
The Rates are determined by word count. However, there is a ten (10) word overage 'grace limit' before the next tier rate is required.
The Voice Realm has a special agreement with Spotify's production company to provide Talent at a negotiated rate (“Spotify Rate”) of $175 for the first 30 second commercial and $75 per additional commercial in the same booking. Supplying six (6) individual files as requested by the Client is also included in this budget. By using the Website, all Talents agree to the Spotify Rate.
d. Additional Use:
When using The Voice Realm Services, the Client shall truthfully indicate the categories of use for the commissioned Talent voice work to determine the appropriate fees. If the Client wants to use the Talent voice work for a purpose different from the original indication, the Client must pay the additional usage rate of the new purpose. If the Client uses the Talent voice work in an unauthorized medium and/or purpose, the Client must pay the additional usage rate along with a ($200) penalty fee. If the Client refuses to pay, the unauthorized use shall be illegal and a violation of this Agreement and subject to all penalties under law and equity, including but not limited to, demand for take-down, copyright infringement, subject to the fullest penalties under the law.
e. UNION USAGE:
A union voice talent job (“Union Job”) is when applicable Clients request voice talent work completed by a Talent who is a member of a performing arts union. For these Union Jobs, The Voice Realm is only responsible for casting services and pairing the Union Client with a valid Talent. Union Job fees will be determined by union rates rather than The Voice Realm Rates, and the Client will pay a ten percent (10%) platform fee to The Voice Realm by submitting payment to the Union paymaster. Any transfer of Talent work product to the Client for a Union Job is determined subsequently by the Talent and the Client.
e. STUDIO SESSION FEES:
A minimum two (2) hour session fee applies when a talent travels to a client's studio. Minimum of one (1) hour for talent being directed via phone/skype/ISDN/ipDTL, etc.
10. Payments (Client)
Users will pay The Voice Realm its standard Rates for the level of service selected by the Client or the level of membership selected by the Talent. The Voice Realm may change its Rates or levels of service at any time, provided that such changes will not apply in respect to any then outstanding Agreement. Each Client will be responsible for the payment of all fees Client has agreed to pay Talent for each job.
All fees shall be payed in advance unless agreed upon in writing. Users must pay all outstanding charges by the end of each monthly period (“Due Date”). Any payment not made due will be subject to interest of two percent (2%) for the next month. If no payment is received one (1) month after the Due Date, payment will be billed to the User by The Voice Realm by the same payment method as before.
a. Subscription services (Voice Listing Fee) payments and fees
If a Talent purchases a subscription service, they agree to pay all charges, including, but not limited to, applicable taxes and administrative fees as shown on their dashboard for the use of the marketplace subscription service. The Talent will be charged in accordance with the billing terms in effect at the time the fee or charge becomes payable. Any listing or subscription fees paid are non-refundable other than a 30-day cooling off period for new Talent subscribers to trial the Service. For a refund, the Talent must have completed their profile with demos and other information within the first 30 days. The Voice Realm is not responsible for any fees or charges for receiving or initiating payments through PayPal or any discrepancies in currency conversion rates. The Talent are independent contractors and must provide W-9 forms for tax purposes at the request of The Voice Realm. The Talents agree that their profile and demos may appear on any domain/website that The Voice Realm own. The Voice Realm is not liable for any payments to the Talents for additional negotiations they have made with a Client (including but not limited to revisions or production) if no pre-payment has been received. Talent should not provide any Client with audio within a paid booking until notification has been given that pre-payment has been received.
Renewals are NOT automatic. The Voice Realm does not offer an automatic renewal service. To continue using the Service, the Talent must manually resubscribe every 12 months. Being listed, paying a subscription or voice listing fee does not guarantee any work through the Website.
b. Talent Payouts
The Voice Realm is not responsible for any foreign transaction, conversion fees, or any additional charges incurred by the User due to insufficient funds whilst making transactions through the Website.
Payments are made via Paypal and generally within 7 days of the project closing, however payments can be delayed up to 45 days to ensure all merchant services are processed correctly.
The Voice Realm reserves the right to immediately terminate this Agreement or suspend or terminate the User’s access to the Services without notice if: (a) User fails to make any payments when due; (ii) User fails to comply with any provisions of this Agreement; or (iii) User attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of The Voice Realm. In the event that The Voice Realm terminates or suspends the User’s access to the Services or Agreement, the User understands and agrees that he, she, or it will not receive a refund or exchange for any unused time on a current term, any license or fees, any content or data associated with the User’s Services or account or otherwise.
You agree to indemnify, defend, and hold The Voice Realm and our respective representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities and costs incurred by the Indemnified Parties in connection with any claims, actions, suits, proceedings, or demands (collectively, “Claims”) including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this agreement, your access to, use, or misuse of the services, and/or otherwise relating to the business we conduct , any content posted by you or on your behalf or posted by other users of your account to the Website, any use of services provided by a third party provider, any use of a tool or services offered by us that interacts with a third party website, or any breach by you of these terms or the representations, warranties, and covenants made by you herein. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject ot indemnification by you, and you shall not in any event settle any matter without our written consent. You shall cooperate as fully as reasonably required in the defense of any claim. This section survives termination of this agreement.
13. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE AND OF ANY SERVICES IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU "AS IS", AND THE VOICE REALM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE VOICE REALM MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER THE VOICE REALM NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT ANY ADVICE OR ANY OTHER INFORMATION OBTAINED VIA THIS WEB SITE MAY BE USED SOLELY AT YOUR OWN RISK, AND THAT THE VOICE REALM WILL NOT BE HELD LIABLE IN ANY WAY. THE VOICE REALM IS NOT RESPONSIBLE FOR PAYMENT TO ANY VOICE TALENT IF A FRAUDULANT TRANSACTION HAS BEEN MADE BY A USER THROUGH THE SITE'S MERCHANT SERVICES PROVIDER. THE VOICE REALM IS NOT RESPONSIBLE FOR COLLECTING MONEY OWING AS A RESULT OF VOICE TALENT PROVIDING RECORDINGS BEYOND THE NOTIFIED TIMINGS IN BOOKINGS FUNDED BY PREPAYMENTS BY CLIENTS AND HELD IN ESCROW. Some jurisdictions may not allow disclaimers of implied warranties, and certain statements in the above disclaimer may not apply to you as regards implied warranties; the other terms and conditions remain enforceable notwithstanding.
14. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE EDTIOR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE VOICE REALM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF SERVICES OR THE INABILITY TO USE SERVICES, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING SERVICES, OR (V) ANY OTHER MATTER RELATING TO SERVICES. In some jurisdictions, it is not permitted to limit liability and, therefore, such limitations may not apply to you.
15. Reservation of rights
The Voice Realm reserves all of The Voice Realm's rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary rights (collectively “Protected IP”)that The Voice Realm may have in respect the Website, its content, and any Services provided. By making services available to you, nothing should be construed as granting you, by implication, estoppel, or otherwise, any license or right to use The Voice Realm’s Protected IP, without our prior written permission specific for each such use. You will have no rights to make any commercial use of the Websiteor provided Services without The Voice Realm’s prior written consent.
16. Confidential Information
“Confidential Information as used in this Agreement shall mean any and all non-public, proprietary information disclosed (a) not generally known to the public, whether of a technical, business, or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, marketing plans, assets, liabilities, prospects, finances, product capabilities or lack thereof); (b) disclosed by the disclosing party (“Discloser”) to a recipient party (“Recipient”) or is otherwise learned in the course of its business dealings with the other party that has been identified as being proprietary and/or confidential; and (c) by the nature of the circumstances surrounding the disclosure or receipt ought reasonably be treated as proprietary and/or confidential information.
a. Nondisclosure and Nonuse Obligations
Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information for any purpose other than that contemplated by this Agreement, any related negotiations, discussions, and consultations, and for any other purpose, such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient agrees that such Recipient will handle, preserve, and protect Confidential Information with at least the same degree of care that it would afford to its own Confidential Information, including at minimum, using a reasonable degree of care to avoid disclosure of such Confidential Information to any third party at any time. Each of the Parties, as Discloser, agrees to only disclose Confidential Information to the Recipient’s officers, directors, representatives, agents, and employees who have a need to know such Confidential Information and with whom Recipient has an appropriate agreement or other safeguards in place to require that such person treat the Confidential Information of Discloser in accordance with this Agreement. In any event, each party shall be responsible for any breach of this Agreement by any of its directors, officers, representatives, agents, or employees. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information.
b. Exclusions from Nondisclosure and Nonuse Obligations
Confidential Information shall not include: (a) any information that is in the public domain at or subsequent to the time of its disclosure through no action of the receiving party, direct or indirect, intentional or unintentional (b) any information which the Recipient can demonstrate was in its possession or known prior to its receipt, directly or indirectly, from the Discloser; (c) information that was developed by employees or agents of Recipient independent of and without reference to such Confidential Information; and (d) any information that is developed or disclosed to the Recipient by another party not in violation of the rights of the other party or any other person or entity.
The identity of Clients is typically not Confidential Information. If Clients desire to remain anonymous and have their identity be treated as Confidential Information, they must advise The Voice Realm in writing.
Notwithstanding anything herein to the contrary, in the event that the Company or the Other Party is requested or required by applicable law, rule, or regulation, order, or other action of a competent judicial, regulatory, administrative, or governmental authority (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the other, Recipient, to the extent legally permitted, will provide Discloser with prompt written notice of such request or requirement so that Discloser may seek an appropriate protective order or waive Recipient’s obligations hereunder. If, in the absence of such a waiver and failing the entry of a protective order, Recipient, upon the advice of legal counsel, is compelled to disclose Confidential Information, Recipient may disclose that portion of the Confidential Information that such legal counsel advises Recipient that Recipient is compelled to disclose and will exercise reasonable efforts, at Discloser’s cost and expense, to seek confidential treatment for that portion of the Confidential Information that is being disclosed. In any event, Recipient will not oppose action by Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If requested by Discloser, Recipient shall cooperate (at the expense of the Discloser) in any action taken by Discloser to protect the confidentiality of the Confidential Information or any portion thereof.
c. Ownership and Return of Confidential Information and Other Materials
All Confidential Information of each of the parties, as Discloser, and any derivatives thereof, whether created by such Discloser or the other party, as Recipient, shall remain the property o f Discloser, and no license or other rights to such Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, ”Derivatives” shall mean: (a) copyrightable or copyrighted material, any translation, abridgment, revision, or other form in which an existing work may be recast, transformed, or adapted; (b) patentable or patented material, any improvement thereon; and (c) material which is protected by trade secret, any material derived from such existing trade secret material, including new material which may be protected under copyright, patent, trademark and/or trade secret laws. All materials furnished by each of the parties, as Discloser, to the other party, as Recipient, that are designated in writing to be the property of the Discloser shall remain the property of such Discloser. At such Discloser’s request and no later than five (5) business days after such request, such Recipient shall promptly destroy or deliver to such Discloser, at such Discloser’s option, (a) all materials furnished to such Recipient by such Discloser, and (b) all tangible media of expression in sch Recipient’s possession or control to the extent that such tangible media incorporates any of such Discloser’s Confidential Information. Notwithstanding the foregoing, Recipient shall have the right to retain a copy of Disclosure’s Confidential Information if required pursuant to its archiving, backup, and records retention procedures; provided, however, that such retention shall be solely for archival or records retention purposes solely for required business records and is maintained and treated in accordance with he terms and conditions of this Agreement.
d. Inside Information No Short Selling
Recipient hereby acknowledges that it is (a) aware that the United States securities laws generally prohibit persons who have material, non-public information concerning a company from purchasing or selling securities of such company in violation of proscribed duties and from communicated such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively the “Exchange Act”), and that it will neither use nor cause any third party to use any Confidential Information in contravention of such Exchange Act.
e. Disclosure of Third Party Information. Disclosure in General.
Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Without the prior written consent of the Company, neither party will disclose to any person either the existence of (a) the terms or status of any investigations, discussions, or negotiations between the Company and the Other party; and (2) that the Other Party has requested or received Confidential Material.
f. No Assignment.
Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that a party may assign this Agreement without the consent of the other party as necessary to protect its Confidential Information in connection with a sale of all or substantially all of its business.
17. Notification of copyright infringement
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your property has been used in any way that constitutes a copyright infringement or a violation of your intellectual property rights, The Voice Realm‘s copyright agent may be contacted via: email@example.com. We will review all claims of infringement and remove any content deemed to have been posted or distributed in violation of any applicable laws.
18. Applicable law
You agree that this Agreement any action related hereto will be governed by and construed in accordance with the laws of the State of New York. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the County of New York in the City of New York. You agree that any cause of action arising out of or related to the Website or the Services must be commenced by you within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
19. Miscellaneous information
(i)If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the remainder of the Agreement. ; (ii) The failure of either party to assert any right under this Agreement will not be considered to be a waiver of that party's right, and the said right will remain in full force and effect; (iii) You agree that any claim or cause in respect of the Website or Services must be filed within one (1) year after such claim or cause arose, or the said claim or cause will be forever barred, without regard to any contrary legislation; (iv) The Voice Realm may assign The Voice Realm's rights and obligations under this Agreement; in this event, The Voice Realm will be relieved of any further obligation.