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TERMS AND CONDITIONS Version 1.3 12/11/2013 _______________________________________________________________________________________ These Terms And Conditions, which incorporate the Web site Usage Policy and End User Licence Agreement For iVoiceover Audio Content, govern your use of this web site. By accessing and browsing the Site you accept all parts of these Terms. If you do not agree to them please do not use this Site. WEB SITE USAGE POLICY PRIVACY STATEMENT END USER LICENCE AGREEMENT FOR IVOICEOVER AUDIO CONTENT _______________________________________________________________________________________ WEB SITE USAGE POLICY Welcome to iVoiceover Ltd (“iVoiceover”, “Us”, “We” or “Our”), a company registered in England and Wales (company number 08063528) whose registered address is at 6 – 7 Ludgate Square, London EC4M 7AS. Our VAT registration number is 136 2562 22. Material on the Site All materials (including all sound and audio recordings on the Site) and other content (together the “Content”) contained in this Site are the property of iVoiceover, its affiliates and/or licensors. The Content may not be used except as provided for in these Terms, without the written permission of iVoiceover, its affiliates or such third party licensors. Where Content published on the Site is supplied by third parties, you acknowledge and agree that We cannot control and do not purport to endorse such Content in any way. All Content which is offered by third parties, is published in good faith but We do not (to the extent permitted by applicable law) accept any responsibility for the accuracy, reliability, timeliness, or otherwise of such Content (whether published on or offline) or for the use of such Content. Your Use of the Site This Site and the services provided through it are for both personal and commercial use. You may only make use of the Content to the extent necessary to allow you to use the Site and the services provided through it. You shall not use the Content /and or Site for any illegal or immoral purpose, or otherwise frame, link or deep-link this Site to any other web site without our prior written consent. You agree that you will not: -use the Site for the posting, transmitting or creation of any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, racially, ethnically or otherwise objectionable material of any kind; -upload files that contain viruses, “Trojan Horses”, worms, corrupted files or other such similarly destructive features; or -in any other way damage, disable or impair the operation of this Site or attempt to gain unauthorised access to the Site or to networks connected to it, through hacking, spoofing or other such similar means. Copyright The Content of the Site is protected by copyright, database right, trade mark law and other international intellectual property rights. The owner of these rights is iVoiceover, its affiliates or other third party licensors. You acquire no rights or licences in or to the Site or any of its Content, other than the limited right to use the Site in accordance with these Terms or in order to use services available on the Site. All product and company names and logos mentioned in the Site are the trade marks or trading names of their respective owners, including Us. You may not modify, copy, reproduce, republish, disassemble, decompile, reverse engineer, create derivative works from, interfere with, display, circulate, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from the Site, including but not limited to text, graphics, audio, video, messages, code and/or software without Our prior written consent, except where expressly invited to do so. Privacy Policy, Registered User Account, Password and Security Where you must complete a registration process in connection with the Site you must provide current, complete and accurate information about yourself as prompted. If you need to change any of your personal details, you may amend such information by clicking on Edit Profile. We will process your personal information in accordance with Our Privacy Statement. You are solely responsible for all use of and for protecting the confidentiality of any username, email verification and password used by you in connection with the Site. You may not share these with any third parties. You must notify us immediately of any unauthorised use of them or any other breach of security regarding the Site that comes to your attention. Warranty and Liability This Site and its Content are provided on an “as is” and “as available” basis. We make no representations or warranties of any kind with respect to this Site and its Content, and to the extent permitted by law, exclude any conditions, representations or endorsements, express or implied warranties or terms, including those as to the availability, quality, timeliness, performance or fitness for a particular purpose of any of the Content available on the Site. You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use, and is compatible with, the Site. We do not make any warranty that the Site or its servers are free from viruses, worms, “Trojan Horses” or anything else that has contaminating or destructive properties. We shall not be liable for any damage to, or viruses that may infect your computer equipment or other property following your access to, use of, or browsing on the Site or your downloading of any Content. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output. Save in respect of death or personal injury resulting from Our negligence or fraud, neither iVoiceover nor any of its directors, employees or other representatives will be liable for loss or damage (whether direct or indirect) howsoever arising out of or in connection with your use of the Site. We do not accept liability for any losses or claims arising from any inability to access the Site or any failure to complete a transaction. Accuracy of Information Whilst We use reasonable efforts to include accurate and up to date information in the Site, to the fullest extent permitted by law, We exclude all warranties, whether express or implied, or representations as to its accuracy, timeliness or completeness. We do not assume any liability or responsibility for any errors or omissions in the Content of the Site. Linked Sites We assume no responsibility for the contents or privacy practices of any other web sites to which the Site has links. We shall not be held responsible or liable for any loss or damages caused by use of or reliance on any content, goods or services available on such hyperlinked sites. Consequences of Your breach of these Terms You acknowledge that should you breach these Terms We may suffer loss and damage (which may or may not arise out of third party claims against Us due to any such breach committed by you). You agree therefore that you will reimburse Us all reasonable costs, losses and expenses (including any of our legal fees) incurred by Us or by our affiliates or licensors, if they are incurred as result of any breach by you of these Terms. Severance and Waiver In the event that any provisions of this Agreement are held to be illegal, invalid or unenforceable, such provisions will be severed and the remainder of this Agreement shall continue in full force and effect. No waiver by Us shall be construed as a waiver of any preceding or succeeding breach of any provision. Termination and Assignment We reserve the right to terminate your access to this Site at any time with or without cause or notice. Any person who holds such a suspended or terminated account must not re-register on the Site without Our prior consent. We reserve the right to assign or sub-contract any or all of Our rights and obligations under these Terms. Failure to Perform We will not be held liable for any breach of these Terms by Us due to causes beyond our reasonable control. Use of Site by Children Some of the sound or audio recording files contained on the Site may not be suitable for young children and parents are advised to supervise their children’s use of the Site. Extracts All sound and audio recordings taken from this Site are subject to copyright as owned by iVoiceover. For the avoidance of doubt you may not copy, reproduce, download, modify or in any other way, electronically or otherwise, commercially exploit any, including any part of, the sound and audio recordings on this Site. Such extracts are provided on this Site for informational purposes only. Complaints and Customer Queries If you have any complaints or queries concerning Our services, the purchase of any products from Our Site, technical problems etc, you can contact the iVoiceover Customer Services Team by: -Telephone: 0800 195 0525 (Freephone throughout the UK ), 9 am. to 6.00 pm, Monday to Friday. or -Email: support@ivoiceover.co.uk Amendments to these Terms iVoiceover reserves the right to update these Terms at any time. When We do so, We will publish the amended version on the Site home page. These amended Terms will take effect from the time they are first published on the Site, and from then on will govern your use of it. If you do not agree with the amended Terms, you must cease to use the Site. Entire Agreement Save as otherwise expressly stated, these Terms (including the Web site Usage Policy, Privacy Statement and End User Licence Agreement For iVoiceover Audio Content) contain the entire agreement between Us and you relating to the use of the Site and supersede any previous agreements, arrangements, undertakings or proposals, between Us and you. Governing Law The Terms shall be governed by and construed in accordance with the laws of England and Wales. _______________________________________________________________________________________ END USER LICENCE AGREEMENT FOR IVOICEOVER AUDIO CONTENT IMPORTANT- READ CAREFULLY: This iVoiceover End-User Licence Agreement is a legal agreement between you (either an individual or a single entity) and iVoiceover Limited (“iVoiceover”) for the iVoiceover Audio Content you have licenced which includes the following: (i) spoken voice, (ii) sound effects, (iii) music, (iv) songs, (v) any sound recording embodying (i), (ii), (iii) or (iv). By licencing, copying, distributing, editing or otherwise using the iVoiceover Audio Content, you agree to be bound by the terms of this End-User Licence Agreement. If you do not agree to the terms of this End-User Licence Agreement, do not use the iVoiceover Audio Content and ensure that all copies of the iVoiceover Audio Content and its derivative or components are destroyed. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the iVoiceover Audio Content. The iVoiceover Audio Content is licenced, not sold. The rights granted here are non-transferable and are validated by proof of purchase. All rights not expressly granted to Licencee are reserved by iVoiceover or its licensors. 1. GRANT OF LICENCE. In consideration of payment of the licence fee, which is a portion of the price, if any, you paid, iVoiceover (“Licensor”) grants to you (“Licencee”) through this End-User Licence Agreement the following limited, non-exclusive world wide rights for a term of Ninety Nine (99) years: (a) Web. The right to use iVoiceover Audio Content as part of a personal or commercial web site but only together with images, text, or other visual/audio content, in such a way that iVoiceover Audio Content is used in a supporting/secondary role, and is not the main content of the web site (hereinafter “Web Site Element”); provided, however, that neither iVoiceover Audio Content nor any portion thereof may be resold or redistributed without an additional licence agreement with iVoiceover. Please contact iVoiceover for more details. (b) Phone Systems. The right to use iVoiceover Audio Content as part of a personal or commercial phone system; provided, however, that neither iVoiceover Audio Content nor any portion thereof may be resold or redistributed without an additional licence agreement with iVoiceover. Please contact iVoiceover for more details. (c) Software. The right to use Audio Content as part of a software program, provided that (i) iVoiceover Audio Content must be synchronized within the software package, and cannot be accessible to the end user as an independent element; and (ii) iVoiceover Audio Content cannot be used in software whose sole purpose is creating audio (e.g., if you’re making “sound effect” software that includes our Audio Content and allows a user to edit or add Audio, you will need an additional licence from iVoiceover). (d) Ring Tones. The right to use iVoiceover Audio Content as a personal ring tone. Notwithstanding the foregoing, iVoiceover Audio Content cannot be used as a commercial ring tone, ringback tone, voicemail greeting or other tone, alert, message or greeting (or any other similar configuration now known or hereinafter invented) without an additional licence agreement with iVoiceover. Please contact us for more details. (e) Television Broadcast. iVoiceover Audio Content cannot be included in local, regional, national, and international terrestrial, satellite or cable television broadcast productions, including commercials, programs, PSAs, Infomercials, Jingles, webcasts or podcasts without an additional licence agreement with iVoiceover. Please contact us for more details. (f) Radio Broadcast. iVoiceover Audio Content cannot be included in commercial local, regional, national, and international terrestrial, satellite or cable radio broadcast productions, including commercials, programs, PSAs, Infomercials, Jingles, webcasts or podcasts without an additional licence agreement with iVoiceover. Please contact us for more details. (g) Film and Video. The right to include iVoiceover Audio Content in personal films, videocassettes, DVDs, and CD-ROMs (or any other similar configuration now known or hereinafter invented), but only in timed relation or synchronization with sequences, intermissions and visuals contained within the CD-ROM, film, videocassette, or DVD in question. (h) Compact Disc. The right to include iVoiceover Audio Content as part of a personal sound recording and to mechanically reproduce copies of said sound recording in compact disc format (or any other similar configuration now known or hereinafter invented); provided, however, that iVoiceover Audio Content may only be used in timed relation to other production elements, and may never be used as a featured element (e.g., iVoiceover Audio Content can be used for the narration on a CD as part of a project, but not used as separate music or sound effect track on a compact disc or collected together and exploited on a compact disc with other music tracks or sound effects). 2. COPYRIGHT. All rights, title, and copyrights in and to the iVoiceover Audio Content (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Content) and any copies of the Content are owned by iVoiceover or its suppliers. Copyright laws and international treaty provisions protect the Content. Therefore, you must treat the iVoiceover Audio Content like any other copyrighted material, except that you may make copies as only provided in this EULA. 3. TRANSFER RESTRICTIONS. You shall not assign, rent, lease, sell, sublicence, or otherwise transfer the iVoiceover Audio Content to another party without prior written consent of iVoiceover. Any party authorized by us to receive the Audio Content must agree to be bound by the terms and conditions of this Agreement. 4. TERMINATION. Without prejudice to any other rights, iVoiceover may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the iVoiceover Audio Content and all of its component parts. 5. NO LIABILITY FOR DAMAGES. In no event is iVoiceover or its suppliers liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this iVoiceover product, even if iVoiceover has been advised of the possibility of such damages. 6. ADDITIONAL LICENCE AGREEMENTS. If an additional licence agreement is required for a use that is not permitted in this agreement then please contact support@ivoiceover.co.uk with your details and some background information and we will contact you. Additional uses fees are usually based on multiples of the licence fee. 7. ALTERATIONS TO THIS AGREEMENT. iVoiceover may alter or amend this agreement from time to time. 8. GOVERNING LAW. The laws of England and Wales. **********
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