PROTUNES & VOICELINK WEBSITES TERMS AND CONDITIONS OF USE
SECTION 1: PROTUNES
1. PROTUNES WEBSITE TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
These terms and conditions of use ("Site Terms") apply to your use of this website (the "Site"), and do not alter in any way the terms or conditions of any other agreement you may have with proTunes or their respective subsidiaries or affiliates. By using this Site, you represent and warrant that you are over the age of 18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify proTunes for violations of these Site Terms.
Privacy Policy
proTunes is committed to protecting your privacy. Please refer to the Privacy Policy for information on how your personal information is collected, used and disclosed.
Ownership of the Site and its Contents
Unless otherwise indicated, all of the content featured or displayed on this Site, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof proTunes or their respective licensors, third-party image partners or third-party contractors. All elements of the Site, including the Music Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.
Use of the Site
This Site and the Music Content are intended for users of proTunes. You may not use this Site or the Music Content for any purpose not related to your business with proTunes. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Site or the Music Content without, or in violation of, a written license or agreement with the applicable rights holder; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or otherwise displaying the Site or the Music Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Music product or service if you are not expressly authorized by such party to do so; and (e) using the Site or the Music Content other than for its intended purpose. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.
Copyright Infringement Policy
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, we have adopted a policy of responding in accordance with the DMCA to claims of alleged infringement that are reported to our Copyright Agent and terminating, in appropriate circumstances and at our sole discretion, account holders who infringe our intellectual property or the intellectual property rights of any third party.
Copyright Complaints
If you believe that any material on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Copyright Agent as set forth below:
Copyright Agent
proTunes Legal Department
9190 W. Olympic Blvd #318
Beverly Hills, CA 90212
Any notification of infringement must at a minimum contain:
(i) A signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work or works claimed to have been infringed;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us or our Copyright Agent to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We may give notice of a claim of copyright infringement by means of a general notice on the Site, electronic mail to a user's e-mail address, or by written communication sent by first-class mail to a user's address.
Trademarks
The proTunes logo, and any other product or service name or slogan contained in the Site are trademarks of proTunes or their respective suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of proTunes or the applicable trademark holder. You may not use metatags or any other "hidden text" utilizing "proTunes" or any other name, trademark or product or service name of proTunes without the prior written permission of the applicable rights holder. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of proTunes and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Links
You may not use a proTunes logo or other proprietary graphic of proTunes to link to this Site without the express written permission of proTunes. Further, you may not frame any proTunes trademark, logo or other proprietary information, including the Music Content, without the express written consent of the applicable rights holder. proTunes makes no claim or representation regarding, and accept no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of proTunes and neither is proTunes responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. These links are provided to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by proTunes of any site or any information contained therein. When you leave the Site, you should be aware that proTunes terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site. Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that proTunes shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
Forums & Other Interactive Services or Areas
The Site may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:
a. Any message, comment, data, information, text, music, sound, photos, graphics, code or other material ("User Content") that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
b. User Content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content;
d. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
e. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;
f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
g. Viruses, corrupted data or other harmful, disruptive or destructive files; and
h. User Content that, in the sole judgment of proTunes, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which adversely affects the availability of its resources to other users (e.g. excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose proTunes users to any harm or liability of any type.
Further, you agree not to delete or revise any User Content posted by any third party. proTunes takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is proTunes liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As providers of interactive services, proTunes is not liable for any statements, representations or User Content provided by users in any public forum, personal home page or other Interactive Area. Although proTunes has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, proTunes reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. You acknowledge and agree that proTunes may access, use or disclose any information about you or your use of this Site, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of proTunes; or to protect the safety of our company, employees, customers or the public.
If you post User Content to the Site, unless we indicate otherwise, you grant proTunes and their respective affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant proTunes and their respective affiliates and sub licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.
Registration Data and Account Security In consideration of your use of the Site, you agree to:
(a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data");
(b) maintain and promptly update the Registration Data, and any other information you provide in connection with the Site, to keep it accurate, current and complete;
(c) maintain the security of your password and identification;
(d) notify proTunes immediately of any unauthorized use of your account or other breach of security;
(e) accept all responsibility for any and all activities that occur under your account; and
(f) accept all risks of unauthorized access to the Registration Data and any other information you provide in connection with the Site.
Indemnification
You agree to defend, indemnify and hold harmless proTunes, and their respective subsidiaries, affiliates, third party contractors, licensers, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorized use of the Music Content, or your violation of any rights of another.
Disclaimer
THIS SITE AND THE PROTUNES CONTENT ARE PROVIDED "AS IS" AND PROTUNES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE AND EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS SITE OR THE MUSIC CONTENT. PROTUNES MAKES NO WARRANTY THAT THE SITE OR THE PROTUNES CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
proTunes uses reasonable efforts to ensure the accuracy, correctness and reliability of the Music Content, but makes no representations or warranties as to the Music Content's accuracy, correctness or reliability.
proTunes offers a search feature within the Site. proTunes explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. proTunes also disclaims any responsibility for the completeness or accuracy of any directory or search result.
Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
Limitation of Liability
IN NO EVENT SHALL PROTUNES, OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE MUSIC CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM PROTUNES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OR LOSS OF DATA, FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO PROTUNES' RECORDS, PROGRAMMES OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROTUNES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, FOR ACCESS TO OR USE OF THE SITE.
Applicable Law and Venue
Any dispute relating in any way to your use of the Site or the proTunes Content shall be submitted to confidential binding arbitration in Los Angeles, California, except that, to the extent you have in any manner violated or threatened to violate either proTunes' intellectual property rights, proTunes, as applicable, may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive personal and subject matter jurisdiction and venue in such courts. Arbitration under this provision shall be conducted by a single arbitrator under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to the Site Terms, whether through class arbitration proceedings or otherwise.
Termination
Notwithstanding any of these Site Terms, proTunes reserves the right, without notice and in their individual and sole discretion, to suspend or terminate your account and/or to block your use of the Site.
Miscellaneous Provisions
Any waiver of any provision of the Site Terms will be effective only if in writing and signed by proTunes. If any clause in these Site Terms is found to be unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.
Changes to Site Terms
proTunes reserve the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in their sole discretion. When changes are made, the "last updated" date at the top of the Site Terms will be revised. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Site Terms whenever you visit one of our websites.
Questions and Contact Information
Questions or comments about the Site or Site Terms may be directed to proTunes via the contact page.
2. VOICELINK WEBSITE TERMS AND CONDITIONS OF USE
I. ABOUT VOICELINK
VOICELINK (VL) is wholly owned and operated by PROTUNES, INC., (a Delaware Corporation) and connects Ad Agencies, TV and Film Studios, Independent Producers, and other clients (as defined herein) together with talent agencies, managers, casting directors, and other professionals rendering professional services in advertising, motion picture, theatrical, radio, television, and other entertainment enterprises, (collectively the “Services”). Throughout this document VOICELINK, and its domains will be referred to as, “VOICELINK” and “VL”.
YOU HEREBY ACKNOWLEDGE THAT VOICELINK IS NOT A TALENT AGENCY. ONLY A TALENT AGENT LICENSED PURSUANT TO SECTION 1700.5 OF THE LABOR CODE MAY ENGAGE IN THE OCCUPATION OF PROCURING, OFFERING, PROMISING, OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR AN ARTIST. SECTION 1701) OF PART 6 OF DIVISION 2 OF THE LABOR CODE. BY REGISTERING AN ACCOUNT WITH VOICELINK YOU ARE NOT ENTERING INTO A TALENT AGREEMENT WITH VOICELINK AND VOICELINK IS NOT A PARTY TO ANY CONTRACTS YOU MAY ENTER INTO WITH A COMPANY OR INDIVIDUAL YOU MAY CONNECT WITH (AND PROVIDE SERVICES FOR) ON ANY OF VL’s SITES.
II. ACCEPTANCE OF TERMS OF USE
Legally Binding Agreement
You acknowledge and agree that, by registering with VL, or by otherwise using the VL Applications or Services, you are entering into a legally binding agreement with VOICELINK, based on the terms of (i) these Terms and our Privacy Policy, which is hereby incorporated by reference and (ii) such other legal notices as may be posted on the VL Applications from time to time. The legally binding terms of these Terms set out your rights, obligations, and restrictions regarding your use of the VL Applications. If you do not agree to any of the terms of the Privacy Policy or these Terms, you must discontinue accessing and/or using the VL Applications and Services.
Other Requirements
Note that from time to time, special terms or rules may apply to some services offered on the VL Applications, such as rules for particular promotions, applications, downloads or other features or activities. Any such terms are in addition to these Terms and are hereby incorporated into this Agreement. In the event of any conflict or inconsistency between these Terms, our Privacy Policy, and any rules, restrictions, limitations, terms and/or conditions that may be posted at various points in the VL Applications or otherwise communicated to users of the Service, we shall determine in our sole discretion which rules, restrictions, limitations, terms and/or conditions shall prevail.
Terms of Use Updates
We reserve the right to update or change these Terms at any time by posting the most current version of the Terms. Your continued use of the VL Applications after we post any changes to the Terms is your consent to any such changes. If you do not agree to these any and all of these Terms, you must discontinue using the VL Applications and/or Services immediately.
Contact and Electronic Communications
You acknowledge that when you provide us with contact information, including an email address or telephone number (“Contact Information”), you agree that this action establishes a business relationship with us. You expressly consent to our communicating with you using the Contact Information you provided to us. This means we may contact you, in person or by recorded message, by e-mail, telephone and/or mobile telephone number, text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving. If you are an agent or representative, or the Responsible Adult for any individual for whom you have provided us with Contact Information, you also attest that you have the authorization from that individual to grant us the rights granted herein and agree to indemnify us and hold us harmless from any losses, costs, expenses, damages, fines and/or penalties including reasonable attorneys’ fees, arising out or in connection with your failure to have the proper authorization from the individual you claim to represent.
III. USE OF THE SERVICES
You May Use the Services:
· As a professional Talent Representative (e.g. Talent agent or manager) of Talent; or
· As a casting director; or
· On behalf of a company or other legal entity such as an agency, management company, casting director, or production company (each, an “Industry Professional”)
Individual Responsibility
If you are using the VL Applications on behalf of an Industry Professional, including through an organization, which may have a separate agreement with us, you are nevertheless individually bound by this Agreement as an individual User.
Eligibility for Use
To be eligible for Membership, you must meet the following criteria and you represent and warrant that you:
· Are of the age of majority in your country of residence or:
· Are talent, a group, or an industry professional meeting the criteria established by us to qualify for membership as set forth in this agreement or in any legal notice; or
· Are not currently restricted from using the services or not otherwise prohibited from being a user;
· Have full power and authority to enter into this agreement either on your behalf or on behalf of the talent, group, or industry professional you represent, and doing so will not violate any other agreement to which you are a party or any applicable law;
· Are not a competitor of VL or are not using the VL Applications for reasons that are in competition with VL or the services;
· Will respect and not violate any rights of VL, including VL’s, trademark rights, and other intellectual property rights; and
· Are solely responsible for any and all equipment, software, and Internet access necessary to use the VL Applications and any associated costs.
Validation of Registration Information
You acknowledge that VL does not guarantee the accuracy of any information submitted by any User of the VL Applications, including any identity information about any User.
Use Of Services
You agree to abide by our User Code of Conduct prohibiting practices that VL deems harmful and these Terms. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this User Code of Conduct or any other part of these Terms, including without limitation, removing the violating Content or communication from the VL Applications and terminating the Membership of such violators with or without notice. You agree that you will (i) use the Services in a professional manner; (ii) provide complete and accurate Registration Information to us and update it as necessary; and (iii) comply with the User Code of Conduct and terms and policies posted on the Sites or provided to you by VL and applicable laws, including, without limitation, privacy laws, intellectual property laws, decency and obscenity laws, export control laws, tax laws, and regulatory requirements.
User Code of Conduct
You agree that you will not (i) collect, use, rent, lease, trade, share or transfer any information, including but not limited to, personally identifiable information obtained from the VL Applications except as expressly permitted by these Terms, or as the owner of such information may expressly permit; (ii) create an account or profile for anyone unless you have their express authorization to do so; (iii) include information in a profile (or elsewhere on the VL Applications) that reveals sensitive personal information, such as government identifiers like Social Security or Tax ID numbers; (iv) use the VL Applications or any information obtained through the VL Applications to stalk, abuse or attempt to abuse, or otherwise harass and individual; (v) take any action or upload, post, email or otherwise transmit any content that would violate any right or duty under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, including without limitation, promotional materials that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that VL considers in its sole discretion to be of such nature; (vii) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any content or other Services contained in or through the VL Applications; (viii) utilize information, content or any data you view on and/or obtain from the VL Applications to provide any service that is competitive with the VL Applications or the Services including the use of VL’s Marks or confusingly similar marks in any business name, email, URL, or posting; (ix) attempt to or actually transmit or post a link to another website within your membership profile or anywhere else on the VL Applications other than as permitted herein; (x) engage in or plan to engage in any illegal activity; (xi) post, disseminate or transmit statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (xii) create, disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity or other intellectual property or property rights of any person; (xiii) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (xiv) export, re-export or permit the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities; (xv) interfere, disrupt or attempt to gain unauthorized access to other accounts on the VL Applications or any other computer network; (xvi) disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program; (xvii) damage, disable, overburden, or impair any VL server, or the network(s) connected to any VL server, or interfering with any other party’s use and enjoyment of any VL Applications; (xviii) gain unauthorized access to any VL Applications accounts, computer systems or networks connected to any VL server or to any of the VL Applications through hacking, cracking, distribution of counterfeit software, password mining or any other means; (xix) reverse engineer, decompile or disassemble any software accessed through the VL Applications; (xx) impersonate any person or entity, including, but not limited to, a VL employee, contractor, agent, or representative or falsely state or otherwise misrepresent your affiliation with a person or entity; (xxi) transmit, post, or e-mail any misleading or false professional opportunities in your profile or elsewhere on the VL Applications; (xxii) abuse the VL Applications’ messaging services or (xxiii) engaging in any other activity deemed by VL in its sole discretion to be in conflict with the spirit or intent of the VL Applications.
Preventing And Reporting Abuse
You agree that VOICELINK may take whatever steps it deems necessary to prevent behavior of any kind on the VL Applications that violates this Agreement in VL’s sole discretion, without notice to you. You can report any violations of the User Code of Conduct or other abuse on the VL Applications by emailing “voicelink@protunes.com”.
Termination
VOICELINK may restrict, suspend or terminate the account of any User who violates the User Code of Conduct or these Terms or otherwise abuses or misuses the VL Applications Services and/or for any or no cause, without warning. Such restriction, suspension, or termination shall be effective immediately or as may be specified in any notice. In the event that VOICELINK suspends or terminates your Membership or this Agreement, you understand and agree that you shall receive no refund or exchange for any license or any content or data associated with your Membership or account or for anything else.
Membership Security and Unauthorized Use
You are fully responsible for all activities conducted through your Membership. During the registration process you will also be asked to choose a password. You are entirely responsible for maintaining the security of your password. You agree not to use another Member’s account or password at any time, not to let an unauthorized third party use your membership, and not to disclose your password information to any unauthorized third party. You agree to notify us immediately if you suspect any unauthorized use of your Membership or access to your password. Your disclosure of your password to any other person is entirely at your own risk. Although VL will not be liable for your losses caused by any unauthorized termination and/or use of your Membership, you may be liable for our losses or the losses of others as a result of such unauthorized use until such time as you terminate your Membership account or prove that your account security was compromised due to no fault of your own.
Fees And Billing Information
You acknowledge that we reserve the right to charge for use and/or access to some or all aspects of the Services. All fees/prices are in US Dollars, unless otherwise indicated, and do not include Internet service provider, telephone, other connection charges, foreign exchange fees and other fees associated with third parties.
Cancellation
To cancel this Agreement, email a notice of cancellation to voicelink@protunes.com from the email address you have on file with us, mail or deliver a signed and dated notice of cancellation to PROTUNES,INC., 9190 W. Olympic Blvd, #318, Beverly Hills, CA 90212, or a signed and dated notice of cancellation to 844-506-1200.
Ability To Access
Subject to your compliance with this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicensable right to access through a generally available web browser or mobile device (but not through scraping, spidering, crawling or other technology or software used to access or harvest data without the express written consent of VOICELINK), view information and use the VL Applications and the Services, as we intend such information, the VL Applications and the Services to be accessed, viewed and used. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Sites and all related items.
Limitations On Access
VOICELINK will allow you access to the VL Applications as they may exist and be available on any given day, and we have no other obligations, except as expressly stated in this Agreement. We have the right at any time for any reason or no reason to interrupt availability of some or all aspects of the VL Applications, suspend or terminate your Membership per the section on “Termination”, terminate this Agreement, and/or modify, replace, refuse access to, suspend or discontinue any and all current or future access to and use of the VL Applications or the Services in whole or in part, or change or modify our fees for all or part of the Paid Services in our sole discretion, without prior notice or liability to you. Any such change shall be effective upon posting on the Sites or by direct communication to you unless otherwise noted.
Interruption Of Services
You agree that VOICELINK will not be liable for any interruption of Services, delay or failure to perform, and you understand that except as may be otherwise specifically provided for in this Agreement, you shall not be entitled to any refunds of fees for interruption of service or failure to perform.
Content In Your Account
We reserve the right to withhold, remove and or discard any content available as part of your Membership account, including your profile, with or without notice, for any reason in our sole discretion. For avoidance of doubt, VOICELINK has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the VL Applications.
Links To Third Party Sites
The VL Applications may include links to third party websites (“Third Party Sites”). You are responsible for deciding whether you want to access or use a Third-Party Site. VOICELINK is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites.
IV. INTELLECTUAL PROPERTY RIGHTS
Access To Content on The VL Applications.
You acknowledge that: (i) by using the Sites you may have access to pictures, digital images, graphics, music, video, audio, text, computer code and other creative output (collectively, “Content”); and (ii) this Content includes Content owned or licensed by VOICELINK (“VOICELINK Content”) or owned or licensed by Users (“User Content”). You acknowledge that VOICELINK, VOICELINK’s licensors, and Users have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the VL Applications or a given Service. You accept full responsibility and liability for your use of any Content in violation of any such rights.
View Content At Your Risk
You understand that when using the VL Applications, you will be exposed to Content from a variety of sources, and that VOICELINK is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, objectionable, or that contains errors or omissions, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against VOICELINK with respect thereto. VOICELINK makes no representation whatsoever regarding the accuracy of any Content at any time.
Our Ownership Rights
All right, title and interest in and to the VL Applications and Services is and will remain the exclusive property of VOICELINK and its licensors. VOICELINK reserves all rights not expressly granted in and to the VOICELINK Content and the VL Applications.
Software Use Restrictions
You acknowledge that any software and related documentation that may be available to download from the VL Applications (the "Software") is a copyrighted work owned or licensed by a VOICELINK Party (as defined herein), and that you do not acquire any ownership rights by downloading the software. You agree that your use of the Software is governed by these Terms and is also governed by the terms of the license agreement, if any, that accompanies or is included with the Software (the "License Agreement"). Except as set forth in the applicable License Agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited.
Feedback
All comments, feedback or materials submitted by you to us, including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas (collectively, “Feedback”), shall be received and treated by us on a non-confidential and unrestricted basis. VOICELINK will be free to use, display, perform, distribute, copy, adapt, and promote, in any medium now known or later developed, without compensation to you, the Feedback along with all ideas, concepts, know-how, techniques or methodologies contained in such Feedback, for any purpose whatsoever, including without limitation, developing, marketing and selling products and services incorporating such Feedback. You agree that in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity. You further agree that no Feedback you submit will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, commercial solicitations, or any form of “spam”.
Your Ownership Of User Content
You retain copyright and other intellectual property rights with respect to your User Content that you submit or transmit to or display on or through the VL Applications or any Service, to the extent that you have such rights under applicable law. You may request the deletion of your User Content at any time by using the tools on the VL Applications to do so; however, if you have shared User Content with others, through the VL Applications, VOICELINK has no control over any third parties use of that Content. Further, you acknowledge that removed User Content may persist in backup copies for recordkeeping and internal purposes, including enforcing these Terms. By providing User Content to us you represent and warrant that you own such User Content or otherwise have the right to grant us the License set forth in this section; that the User Content is accurate and not confidential and the submission, transmission, posting and use of your User Content on the VL Applications is not in violation of any applicable laws or contractual restrictions or other third party rights (including, without limitation, privacy, publicity, and intellectual property rights) and, you are solely responsible for, and VOICELINK will have no liability in connection with, your User Content or any other User Content you access through the VL Applications.
Digital Millennium Copyright Act (United States Only)
VOICELINK has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, (the "DMCA") and avails itself of the protections under the DMCA. Further we reserve the right to remove any User Content on the VL Applications which allegedly infringes another person's copyright and/or terminate, discontinue, suspend and/or restrict the account or ability to visit and/or use the Services or remove, edit, or disable any User Content on VL Applications which allegedly infringes another person's copyright. It is our policy to terminate the access of repeat infringers. We are under no obligation to, and do not, scan content posted for any violations of third-party rights. However, we respect the copyright interests of others, and it is our policy not to permit materials known by us to infringe another party's copyright to remain on the VL Applications.
Filing A Complaint
If you believe any materials on the VL Applications infringes a copyright, you should provide us with a written request to takedown the allegedly infringing material in the form of a written letter, sent by fax or regular mail only, (“DMCA Takedown Notice”) that at a minimum includes:
· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
· Your name, address, telephone number and email address (if available);
· A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
· A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
· The signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notwithstanding the foregoing, we reserve the right to ignore a DMCA Takedown Notice that is not in compliance with the DMCA.
Filing A Counter-Notice
If your material has been removed or blocked by us as a result of our receipt of a DMCA Takedown Notice, you may send us a request asking for the allegedly infringing material to be restored in the form of a written letter, sent by fax or regular mail only, (“DMCA Counter-Notice”) that at a minimum includes:
· Identification of the copyrighted work (or works) that was removed by VOICELINK and the location at which the works appeared before they were removed. The information must be reasonably sufficient to permit us to identify the copyrighted work;
· Your name, address, telephone number and email address (if available);
· A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located, or New York if your address is outside of the United States;
· A statement that you will accept service of process from the person (or an agent of such person) who provided the DMCA Takedown Notice to us;
· A statement that you have a good faith belief that the allegedly infringing material identified above as the copyrighted work was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
· A signature of a person authorized to act on behalf of the owner of the copyrighted work that was taken down;
When we receive the DMCA Counter-Notice, we will send a copy of the DMCA Counter-Notice to the party who originally sent us the DMCA Takedown Notice requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting removal of the allegedly infringing material. Notwithstanding the foregoing, we reserve the right to ignore a DMCA Counter-Notice that is not in compliance with the DMCA.
Both the DMCA Takedown Notice and the DMCA Counter-Notice must be sent to our designated DMCA designated agent addressed as follows: Claire Edwards (claire@protunes.com)
V. INTERACTING WITH OTHER USERS
Service Provider
VOICELINK is a service provider, which means, among other things, that we do not control each and every aspect of the VL Applications. You acknowledge that VOICELINK is a service provider that may offer Users opportunities to interact on and through the VL Applications regarding topics and content chosen by other Users. Generally, we do not regulate Users’ interactions with the VL Applications or communications with each other on the VL Applications. As a result, we have limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of content accessed through or Users of the VL Applications.
Communications with Users
You are solely responsible for your interactions with other Users. VOICELINK may limit the number of connections or interactions you may have to and with other Users through the VL Applications or views of Membership profiles, and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. VOICELINK reserves the right to terminate your Membership account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement or to protect its business reputation or Users.
Release
As a condition of access to our VL Applications, you release VOICELINK, Inc. including its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensors and distributors (“VOICELINK Licensees”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the VL Applications or Services, including any claim against any individual or entity who creates an unauthorized account for you on your behalf.
User Disputes
You understand and agree that: (i) VOICELINK will have the right but not the obligation to assist Users in resolving disputes among Users relating to Users’ use of the VL Applications or Services; (ii) VOICELINK’ resolution of any particular dispute does not create an obligation to resolve any other dispute; (iii) to the extent VOICELINK elects to assist in resolving such disputes, it will do so in good faith based solely on the general rules and standards of the VL Applications and will not make judgments regarding the potential claims or provide legal advice; (iii) VOICELINK’ resolution of such disputes will be final with respect to the respective Users’ use of the VL Applications but will have no other effect on the actions of the Users or their respective claims; and (iv) you hereby release the VOICELINK Licensees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with VOICELINK’ resolution of disputes relating to the VL Applications.
VI. DISCLAIMERS OF WARRANTY AND LIABILITY
The Site is provided “As Is”
VOICELINK provides the VL Applications and Services strictly on an “AS IS” and “AS AVAILABLE” basis, provided at your own risk, and, to the fullest extent permissible under applicable law, VOICELINK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, VOICELINK makes no warranty as to the quality, accuracy, completeness and validity of any information or content you access or receive in connection with the VL Applications or Services, or that your use of the VL Applications will meet your requirements. Do not rely on the VL Applications, any information therein, or its continuation. If you are dissatisfied or harmed by the Sites or anything related to the VL Applications, you may close your account in accordance with the section on “Suspension and termination” and such termination shall be your sole and exclusive remedy.
VOICELINK is not responsible and makes no representations or warranties for the delivery of any messages sent through the VL Applications to anyone. In addition, we neither warrant nor represent that your use of the VL Applications will not infringe the rights of third parties. Any material, service, or technology described or used on the VL Applications may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
VOICELINK does not have any obligation to verify the identity of the persons accessing the VL Applications or subscribing to the Services, nor does it have any obligation to monitor the use of its Services by other Users; therefore, VOICELINK disclaims all liability for identity theft or any other access to or misuse of your identity or information.
VOICELINK does not guarantee that the VL Applications will function without interruption or errors in functioning, or be virus-free, or that any errors or defects on the VL Applications will be corrected. In particular, the operation of the VL Applications may be interrupted due to maintenance, updates, or system or network failures. VOICELINK disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, VOICELINK disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the VL Applications due to inappropriate equipment, disturbances related to Internet service providers, to the saturation of the internet network, and for any other reason.
No Liability for Accumulated Content
When using the VL Applications, you may accumulate Content that resides as data on VOICELINK servers. This data, and any other data, Membership history and Usernames residing on VOICELINK servers may be deleted, altered, moved or transferred at any time for any reason in VOICELINK’s sole discretion.
You acknowledge that, notwithstanding any copyright or other rights you may have with respect to Content you upload, transmit, display and/or create using the Sites, and notwithstanding any value attributed to such Content or other data by you or any third party, VOICELINK DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON VOICELINK’ SERVERS.
You understand and agree that VOICELINK has the right, but not the obligation, to remove any Content (including your User Content) in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
Limitation of liability
IN NO EVENT SHALL THE VOICELINK PARTIES OR THEIR RESPECTIVE SUPPLIERS, LICENSORS OR DISTRIBUTORS IN HOSTING, OPERATING OR DELIVERING THE VL APPLICATIONS OR SERVICES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT VOICELINK MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
IN ADDITION, YOU AGREE THAT IN NO EVENT WILL VOICELINK’ CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIVE TIMES THE MOST RECENT FEE THAT YOU PAID FOR A PAID SERVICE, IF ANY, OR U.S. ONE HUNDRED DOLLARS (U.S. $100.00), WHICHEVER IS GREATER.
Indemnification
You agree to defend, indemnify and hold harmless the VOICELINK Parties for all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, arising from, relating to, or caused by (a) your use of the VL Applications and Services, (b) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, and (c) your Membership.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and, as a result, the contents of this section may not apply to you.
VII. RESOLUTION OF DISPUTES.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California without application of conflict of laws rules unless the provisions of Resolution by Arbitration apply.
Notice of Claims
In the event a dispute arises between you and VL, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. You agree to give VOICELINK no less than 60 days’ notice of your intention to file any Claim as set forth below, in order that you and VOICELINK may attempt to settle such Claim outside of formal court or arbitration proceedings. If, however, there is an issue that needs to be resolved, these Terms describe how both of us will proceed.
Limitation of Legal Remedies
YOU AND VOICELINK AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, CONNECTED WITH OR RELATING TO THESE TERMS, ANY CONTRACT, TORT, STATUTUE, THE RELATIONSHIP AMONG THE PARTIES, OR USERS OR OTHERWISE RELATING TO THE VL APPLICATIONS OR SERVICES ("CLAIMS") WHICH CANNOT BE SETTLED BY MUTUAL AGREEMENT OF THE PARTIES, SHALL BE RESOLVED BY ONE ARBITRATOR THROUGH BINDING ARBITRATION. This Agreement to arbitrate is intended to be broadly interpreted. It includes but is not limited to claims arising out of or relating to any aspect of the relationship between you and VOICELINK, including but not limited to any claims related to your use the VL Applications or Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. However, just as a court would, the arbitrator must honor the terms and limitations in these Terms and can award damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction. YOU AGREE THAT, BY AGREEING TO THESE TERMS, YOU AND VOICELINK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Class Action Waiver
Any Claim must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION, HOWEVER, BY AGREEING TO THESE TERMS AND USING THE SERVICES YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION. IF FOR SOME REASON THE PROHIBITION ON CLASS ARBITRATIONS SET FORTH ABOVE CANNOT BE ENFORCED, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY. If for any reason a claim proceeds in court rather than through arbitration, you and VOICELINK agree that there will not be a jury trial. You and VOICELINK unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement in any way. In the event of litigation, this paragraph may be filed to show a written consent to a trial by the court.
Resolution by Arbitration Procedures
A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought. All Notices to VL shall be sent to the following address:
VOICELINK
ATTN: LEGAL DEPARTMENT
9190 W. Olympic Blvd #318
Beverly Hills, CA 90212
All notices to users of the VL Applications will be sent to the email or street address provided in the User’s account, or if there is no account information we have on the User. Upon receipt of such Notice, the other party shall have a sixty (60) day period in which it may satisfy the Claim against it by fully curing the Claim and/or providing all the relief requested in the Notice, and/or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such sixty-day cure period, you or VL may commence an arbitration proceeding.
JAMS
Unless otherwise agreed to by you and VOICELINK in writing, the arbitration will be governed and conducted by JAMS before a single arbitrator from JAMS, or another established alternative dispute resolution (“ADR”) provider, chosen by VOICELINK, who is licensed to practice law. The arbitration proceeding will be located in Los Angeles, California. Each party shall pay the fees and costs of its own counsel, experts and witnesses.at the election of VOICELINK, and will be conducted in accordance JAMS rules, including the selection of an arbitrator, filing, administration, discovery and arbitrator fees will be conducted under JAMS Comprehensive Arbitration Rules & Procedures, except as modified by this Agreement or otherwise agreed to by you and VOICELINK in writing. The JAMS rules are available on its website at www.jamsadr.com. To the extent that this Dispute Resolution section of the Agreement conflicts with JAMS’s minimum standards for procedural fairness, the JAMS’ rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in Federal District Court for the District or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver
Choice of Law
This Agreement concerns a transaction in interstate commerce, and therefore shall be governed by the United States Federal Arbitration Act, 9 U.S.C. § 1 et seq. The FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
Exception
Any claim or action for (i) indemnification, (ii) any violation of VL intellectual property rights, (iii) contribution, (iv) interpleader, or (v) injunctive relief arising out of a Claim shall not be subject to arbitration.
Survival
This arbitration provision shall survive termination of this Agreement and the closing of your account or other relationship with VL.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any dispute or Claim must be filed within one (1) year after such claim or cause of action arose or be forever barred.
VIII. GENERAL PROVISIONS
Export Control
The VL Applications are controlled and operated by VOICELINK from its offices within the United States. VOICELINK makes no representation that materials in the VL Applications or the Services are appropriate or available for use in other locations, and access to such materials or use of the Services from territories where their contents are illegal is prohibited. Your use of the VL Applications and Services, including our Software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving United States origin products, including services or software.
Notices
VOICELINK may give notice to you by means of a general notice on the VL Applications, at or after log-in to your membership account, by electronic mail to your e-mail address in our records for your membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your membership.
All notices given by you, whether or not required under this Agreement, shall be faxed to VOICELINK, Inc., Attn: Dispute Resolution, at 661-294-9764; or sent by postal mail or courier to us at:
VOICELINK
ATTN: DISPUTE RESOLUTION
9190 W. Olympic Blvd #318
Beverly Hills, CA 90212
Any notices that you provide without compliance with this section shall have no legal effect.
Waiver
The failure of VL to partially or fully exercise any rights or the waiver of VL of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by VL or be deemed a waiver by VL of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of VL under these Terms, its policies and any other applicable agreement between you and VL shall be cumulative, and the exercise of any such right or remedy shall not limit VL 's right to exercise any other right or remedy
Severability
If any part of these Terms, other than class action waiver as set forth above, is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect.
Headings
Headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
Third Party Beneficiaries
This Agreement does not create third party beneficiary rights enforceable by third parties.
Entire Agreement
These Terms, and the policies incorporated herein, are the entire agreement between you and VOICELINK. They supersede any and all prior or contemporaneous agreements between you and VOICELINK relating to your use of the VL Applications or the Services.
Copyright (c), 2022, PROTUNES, Inc. All rights reserved.
