Creator agreement

Last updated: Aug. 13th, 2018

VOICEBROS IS WILLING TO ALLOW YOU TO CREATE DIGITAL GOODS ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE FOLLOWING TERMS. TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE, CLICK "I ACCEPT", AND PROCEED TO FILL OUT THE PAYMENT AND ORDER FORM. IF YOU DO NOT ACCEPT OR AGREE TO THESE LICENSE TERMS, CLICK "I DO NOT ACCEPT."


This Creator Agreement (this "Agreement"), effective as of the date you click the "I accept" button below ( "Effective Date"), is entered into by and between you ( “Associate" ) and VoiceBros Medya ve Prodüksiyon Ltd.Şti. a Turkish corporation having an office at Güvenevler Mah. 1911 Sok. No:39 Pozcu Prime K:4 N:14 Yenişehir Mersin Turkey ( VoiceBros ) (each, a "Party", and together, the “Parties").

WHEREAS, VoiceBros provides digital goods to its customers; and

WHEREAS, Associate wishes to provide digital goods, and VoiceBros desires to obtain digital goods from Associate to provide to its customers.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

Article 1
DEFINITIONS

Digital Good means any good that can be delivered digitally including, but not limited, to audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an Order.

Customer means an entity that has asked VoiceBros to procure a Digital Good on its behalf.

Due Date means a due date for delivery to VoiceBros of an Digital Good as indicated in an Order.

Order means an order, whether submitted via the VoiceBros website or otherwise, including but not limited to description of Digital Goods, Due Dates, and payment terms.

Article 2
ACCOUNT

Section 2.1 Terms of Use. This Agreement incorporates by reference the terms of the VoiceBros Terms of Use available at https://voicebros.com/pages/terms-of-use ("TOU") and the VoiceBros Account Creation Agreement available at
https://voicebros.com/account-agreement. User hereby agrees to be bound by the TOU and the Account Creation Agreement.
If any terms of this Agreement and the TOU or Account Creation Agreement conflict, the terms of this Agreement will control.

Article 3
DIGITAL GOODS

Section 3.1 Orders. On or following the Effective Date, VoiceBros shall submit one or more Orders to Associate. Associate shall create and deliver to VoiceBros the Digital Goods described in such Order on or before the Due Date set forth in each such Order.

Section 3.2 Licensed Portions. Associate shall not deliver any Digital Good containing any material created or owned by any third party without first obtaining licenses therefor, and notifying VoiceBros in writing of the existence, content of, and licensing terms for, any such materials (such materials, the "Licensed Portion”).

Section 3.3 Evaluation and Acceptance. VoiceBros may, in its sole discretion, accept or reject each Digital Good delivered to VoiceBros hereunder.

Section 3.4 Rejection. Upon any rejection of an Digital Good by VoiceBros (i) VoiceBros shall not be required to pay for such Digital Good, (ii) Associate shall not use, copy, or publicly perform such Digital Good, and (iii) Associate shall destroy any copies of such Digital Good. As an exception to parts (ii) and (iii), if the rejection of such Digital Good occurs before the corresponding Due Date, and VoiceBros does not terminate the corresponding Order under Section 3.5 below, Associate may submit a new Digital Good under the same Order, and retain and use copies of the rejected Digital Good for the sole purpose of creating and submitting such a new Digital Good.

Section 3.5 Order Termination. If (i) an Digital Good is rejected, (ii) Associate has not delivered an accepted Digital Good by its applicable Due Date, or (iii) the relevant Customer terminates its order prior to Associate's delivery of an acceptable Digital Good hereunder, either Party may terminate the corresponding Order. Such termination shall be Associate's sole remedy for rejection of an Order.


Article 4
LICENSES AND ASSIGNMENTS
Section 4.1 Customer and VoiceBros Materials. Subject to the terms and conditions of this Agreement, VoiceBros or Customer, as appropriate, will retain ownership of all materials submitted or provided by Customer or VoiceBros to Associate, including but not limited to scripts for ordered Digital Goods. VoiceBros hereby grants a non-exclusive license to Associate to use, reproduce, and prepare derivative works of such materials, solely as necessary to create the Digital Good described in a corresponding Order.


Section 4.2 Assignment of Digital Good. Associate hereby irrevocably transfers, conveys, and assigns all right, title and interest, throughout the world, in and to all Digital Goods accepted hereunder ( \"Accepted Digital Good\") to VoiceBros.


Section 4.3 License of Other Materials. Associate hereby grants a fully-paid, royalty- free, sublicensable, non-exclusive, worldwide, perpetual license to VoiceBros and its third-party contractors to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of any materials submitted to the VoiceBros website, including without limitation profile information, comments, and demonstration materials.

Section 4.4 Warranty. Associate hereby represents and warrants to VoiceBros that (i) except for the Licensed Portion, Associate is the exclusive creator and owner of any submitted Digital Goods, and (ii) use, copying, distribution, and public performance of all Accepted Digital Good (including the Licensed Portion) by VoiceBros, VoiceBros's licensees, Customer, or Customer's licensees, will not infringe any third-party rights.


Article 5
FEES AND PAYMENTS

Section 5.1 Payment. Associate may invoice VoiceBros for payment if and when an Digital Good described in such Order is accepted as described in Section 3.3.

Article 6
CONFIDENTIAL INFORMATION

Section 6.1 General Definition. "Confidential Information" means any information disclosed by VoiceBros to Associate pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.

Section 6.2 Particular Confidential Information. All materials submitted or provided by Customer to Associate, including but not limited to scripts for ordered Digital Goods, shall be considered Confidential Information.

Section 6.3 Obligation. Associate shall treat as confidential all Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, Associate shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Confidential Information to any third party.

Section 6.4 Limitations. This Article 6 will not apply to any information that is already in possession of Associate, is independently developed by Associate, is received by Associate from a third party that has no relevant confidentiality obligation to VoiceBros, or becomes generally known and available through no action or inaction of Associate.

Article 7
INDEMNITIES
Section 7.1 Associate. Associate shall indemnify and hold VoiceBros harmless from and against all cost, loss, liability, damage, and expense (including without limitation attorney's fees) arising out of or in connection with Associate's breach of any representation, warranty, or covenant set forth herein. Associate shall defend or settle, and pay any damages or agreed settlement amounts, any and all claims, demands, suits, actions or proceedings ( “Claims" ) brought against VoiceBros in connection with this Agreement, provided that VoiceBros promptly notifies Associate of any such Claim, allows Associate sole control of the defense or settlement thereof, and gives Associate reasonable assistance and information in connection with such Claim. Associate shall bring no Claim against VoiceBros, including but not limited to any Claim that VoiceBros is a talent agent or Associate's employer. VoiceBros shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defense of any such Claim.


Section 7.2 Infringement. If any Digital Good provided by Associate in accordance herewith is held to infringe, and/or the distribution, performance, display, or use of any Digital Good accepted by VoiceBros in accordance herewith is enjoined, Associate shall at its expense either (i) procure for VoiceBros, VoiceBros's licensees, Customer, and Customer's licensees the unrestricted right to use and otherwise exploit the infringing Digital Good, or (ii) provide a replacement Digital Good acceptable to VoiceBros that does not infringe.

Article 8
TERM AND TERMINATION

Section 8.1 Term. This Agreement will commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 8.

For Convenience. Associate may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. VoiceBros may terminate this Agreement for convenience upon written notice at any time.
For Cause. Either Party will have the right to terminate this Agreement, or any Order then in effect, if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same.

Section 8.3 Survival. The following provisions will survive any expiration or termination of the Agreement: Articles 4.2, 4.3, 4.4, 6, 7, 8, 9, and 10.

Article 9
LIMITATIONS OF LIABILITY

Section 9.1 Exclusions. VoiceBros WILL NOT BE LIABLE TO ASSOCIATE FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR INTERRUPTION OF BUSINESS, EVEN IF VoiceBros IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Section 9.2 Maximum Liability. VoiceBros'S MAXIMUM AGGREGATE LIABILITY TO ASSOCIATE RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY VoiceBros TO ASSOCIATE HEREUNDER FOR THE 12-MONTH PERIOD PRIOR TO THE ISSUE THAT GAVE RISE TO THE LIABILITY.

Section 9.3 Basis of the Bargain; Failure of Essential Purpose. Associate acknowledges that VoiceBros has set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the Parties The Parties agree that such limitations, exclusions, and disclaimers will survive and apply even if any limited remedies are found to have failed of their essential purpose.

Article 10
GENERAL PROVISIONS

Section 10.1 Independent Contractors. It is the express intention of the Parties that Associate is an independent contractor. Nothing in this Agreement will in any way be construed to: (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as employers, employees, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, (iii) allow either Party to create or assume any obligation on behalf of the other Party, or (iv) provide Associate with any benefits or perquisites normally given to employees. Associate shall provide all equipment and facilities necessary to produce the Digital Goods.


Section 10.2 No Agency Relationship. It is the express intention of the Parties that VoiceBros is not a talent agency. Nothing in this Agreement will in any way be construed to (i) give VoiceBros the ability to negotiate with Customers on behalf of Associate or (ii) represent Associate to Customers.

Section 10.3 Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either Party through binding arbitration. Arbitration will be conducted in California, under the rules and procedures of the American Arbitration Association ( "AAA"). The Parties will request that AAA appoint a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment may be entered in and enforced by any court of competent jurisdiction.

Section 10.4 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

Section 10.5 Assignment. Associate may not assign its rights or delegate its duties under this Agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of VoiceBros. Any attempted assignment or delegation without such consent will be void. VoiceBros may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.

Section 10.6 Force Majeure. Neither Party will be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such Party. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires and explosions.

Section 10.7 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in counterparts, each of which will be deemed an original, but both of which together shall constitute one and the same instrument.