CLEARVOICE TERMS OF SERVICE

Last Updated: August 31, 2015

This ClearVoice Marketplace User Agreement (the "Agreement") is by and between ClearVoice, Inc., a Delaware corporation with its principal place of business at 11811 N. Tatum Blvd., Phoenix, Arizona 85028 ("ClearVoice") and you ("User"). User must review, agree with and accept all of the terms and conditions found in this Agreement before using the ClearVoice Platform ("Platform") offered by ClearVoice at www.clearvoice.com (the "Website"). ClearVoice may amend this Agreement at any time by posting a revised version on the Website or Platform. Each revised version will state its effective date, which will be on or after the date posted by ClearVoice. User’s continued use of the Platform after the effective date constitutes your acceptance of its terms.

USER UNDERSTANDS THAT BY CLICKING THE ACCEPT BUTTON OR ACCESSING OR OTHERWISE USING THE PLATFORM, USER HEREBY REPRESENTS AND WARRANTS THAT THEY ARE DULY AUTHORIZED TO ENTER INTO AND BIND USER OR THE ENTITY USER REPRESENTS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGES THAT ALL SUCH USE BY USER IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT USE ACCESS OR USE THE PLATFORM.

1. User Accounts

1.1 Eligibility. The Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Further, User agrees that User is not a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act.

1.2 Account Registration. User must register for a personal account (“User Account”) to receive access to the Platform. User agrees that User is solely responsible for: (i) providing accurate and complete personal information and updating such information as necessary; (ii) maintaining a secure password; and (iii) all activity that occurs on the User Account. User further agrees that User will not: (i) access another User’s User Account without permission; (ii) publish or otherwise disseminate User Account information; or (iii) access (or attempt to access) the Platform by any means other than the interface provided. User must immediately notify ClearVoice of any unauthorized use of a User Account.

1.3 Identity and Account Verification. ClearVoice reserves the right to validate User information at any time, including but not limited to validation against third party databases or other official documents to confirm the User’s identity. User hereby authorizes ClearVoice, directly or through third parties, to make any inquiries necessary to validate User’s identity and confirm User’s: (i) User Account information including email address and other contact information; and (ii) financial account information. Failure to provide and maintain accurate information constitutes a violation of this Agreement. By using your ClearVoice User Account, you acknowledge and agree that ClearVoice’s security procedures are commercially reasonable.

1.3 Identity and Account Verification. ClearVoice reserves the right to validate User information at any time, including but not limited to validation against third party databases or other official documents to confirm the User’s identity. User hereby authorizes ClearVoice, directly or through third parties, to make any inquiries necessary to validate User’s identity and confirm User’s: (i) User Account information including email address and other contact information; and (ii) financial account information. Failure to provide and maintain accurate information constitutes a violation of this Agreement. By using your ClearVoice User Account, you acknowledge and agree that ClearVoice’s security procedures are commercially reasonable.

2. Platform License

2.1 License. Subject to and conditioned on User's compliance with all terms and conditions of this Agreement and the Use Policy found on the Website, ClearVoice hereby grants User a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform. User may access the Platform to offer professional services to ClearVoice’s customers (each, a “Customer”), including but not limited to: (i) writing, developing, or editing copy; (ii) drafting press releases; (iii) photography, designing graphics or other visual works; (iv) creating audiovisual recordings; or (v) generating other content related to marketing (collectively, “Creator Content”). Except for the limited rights and licenses granted to User herein, no other license is granted and no other use is permitted. ClearVoice retains all rights, title, and interest (including intellectual property and proprietary rights) in and to the Platform.

2.2 Restrictions. Except as expressly permitted in this Agreement, User shall not: (i) use any of ClearVoice’s Confidential Information (as defined below) to create any service, software, documentation or data that is similar to any aspect of the Platform; (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code related to the Platform; (iii) sublicense, transfer, rent, lease, or share the Platform in any manner or for the benefit of any third party; (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify, in any fashion, the Platform; (v) fail to comply with applicable laws and regulations; or (vi) permit any third party to engage in any of the foregoing prohibited acts.

3. Creator Content

3.1 Content Request. Customers may use the Platform to post requests for content ("Content Request"). Content Requests shall dictate and control: (i) the form, length, and substance of the Creator Content; and (ii) the amount of compensation to be paid to the User (the "Fee"). User may review and apply to fulfill a given Content Request. If selected by a Customer to fulfill a Content Request, User shall submit completed Creator Content to Customer for review within the Platform. Any Creator Content that fails to adhere to the terms of this Agreement shall be deemed rejected.

3.2 Acceptance of Creator Content. Customers are required to accept, submit a revision request, or reject Creator Content within five (5) business days of User’s submission to Customer. Creator Content shall be deemed to have been submitted as of the date upon which it is received by Customer. Customers shall retain the sole and exclusive right to reject Creator Content insofar as such Creator Content does not comply with the Content Request or for any other reason, in Customer’s sole discretion. Both ClearVoice and Customer may terminate any Content Request at any time prior to Customer’s final and unconditional acceptance of the User’s submission. Customers are prohibited from publishing, distributing or otherwise using Creator Content unless and until such Creator Content has been accepted.

3.3 Compensation. Upon submission of a Content Request, Customers will pay the applicable Fee to ClearVoice. Such Fee will be held by ClearVoice until the Customer accepts the Creator Content which fulfills the corresponding Content Request. After acceptance of the Creator Content, ClearVoice shall: (i) withhold twenty-five (25%) percent of the Fee paid by the Customer as non-refundable compensation to ClearVoice for providing the Platform; and (ii) credit the remaining seventy-five (75%) percent of the Fee to User’s account within fifteen (15) business days. ClearVoice shall not be responsible or liable for any amounts not received from Customers.

3.4 Intellectual Property Rights. Upon Customer approval of Creator Content submitted in response to a Content Request, User irrevocably assigns, transfers and conveys and agrees to assign, transfer and convey, to the applicable Customer all rights, title and interest in and to that Creator Content and all Intellectual Property Rights therein (defined below). Intellectual Property Rights includes, without limitation, all patent rights, copyright rights, trademark rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to the Creator Content. The applicable Customer shall be the exclusive owner of the Creator Content and the Intellectual Property Rights therein and shall have the exclusive right to secure registration of the Creator Content. No rights in the Creator Content, or in the copyright of the Creator Content, shall be retained by User, nor shall there be any reversion of those rights to User in the future. The assignment above includes all rights in and to the Creator Content including, without limitation, the right of the applicable Customer to edit, adapt, modify, creative derivatives, distribute, make available online, in whole or in part, and allow other to engage in any of the foregoing activities, in any medium now know or hereafter invented. User hereby consents to all uses and revisions to the Creator Content and Intellectual Property Rights therein and hereby waives any moral rights (including, but not limited to any rights or attribution or integrity). User shall assist the applicable Customer to further evidence, record and perfect Creator Content and any licenses granted hereunder and to perfect, obtain, maintain, enforce and defend any assigned rights.

4. General User Obligations

4.1 User Obligations. User shall not: (i) use information related to the Platform for any purpose other than the purpose for which it was made available; (ii) engage in any activity that interferes with or disrupts the functioning of the Platform; (iii) upload or attach any unknown or malicious file; (iv) insert any unknown or malicious external links or any links offering goods or services other than the Platform; (v) collect or use, for any purpose and by any means, data from the Platform; (vi) use or provide software (except for general purpose web browsers, email clients, or other software expressly provided or licensed by ClearVoice) or services that interact or interoperate with the Platform.

4.2 Confidentiality. User Agrees that the business, technical and financial information, whether designed in writing as confidential or disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of ClearVoice or the Customer ("Confidential Information"). User will hold in confidence and not use or disclose any Confidential Information and shall similarly bind any employees, consultants, and independent contractors.

5. Representations and Warranties

5.1 User Conduct. User shall: (i) conduct itself in a professional and workmanlike manner; (ii) disclose any potential conflicts of interest to the Customer before accepting a Content Request; (iii) give credit and proper attribution whenever necessary; (iv) always produce original work, never plagiarizing and never repurposing old work for a Content Request; and (v) deliver Creator Content on time and in accordance with the specifications of the Content Request.

5.2 Other Representations and Warranties. User shall not and shall not permit any third party to (a) take any action or (b) upload, download, post, submit, or otherwise distribute or facilitate distribution of any Creator Content that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) User knows is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive or fraudulent; (iv) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or other equipment or to damage or obtain unauthorized access to any system, data, password or other information; (v) impersonates any person or entity, including any of ClearVoice’s employees or representatives; or (vi) includes sensitive personal, identification or financial information related to any person or entity.

5.3 Warranty Disclaimer. CLEARVOICE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM, CREATOR CONTENT, PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARVOICE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5.4 Indemnification. User shall defend, indemnify, and hold harmless ClearVoice and its Customers and their respective affiliates and each of their respective employees, contractors, directors and representatives from all liabilities, claims, and expenses, including reasonable attorney’s fees, that arise from or relate to: (i) User’s use or misuse of, or access to, the Platform; (ii) any Creator Content submitted by User; (iii) User’s violation of this Agreement; (iv) infringement by User, or any third party using their User Account or identity in the Platform, of any Intellectual Property Rights or other right of any person or entity. ClearVoice and its Customers, as the case may be, reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with ClearVoice and such Customer in asserting any available defenses.

5.5 Limitation on Liability. IN NO EVENT SHALL CLEARVOICE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS OR PARTNERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNTS PAID HEREUNDER IN THE THIRTY (30) DAYS PRECEDING THE CLAIM.

6. Term and Termination

6.1 Term The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 6.2 below.

6.2 Termination ClearVoice may terminate User’s access to all or any part of the Platform at any time, for any reason, in ClearVoice’s sole discretion, with or without notice. User may terminate their User Account by following the instructions within the Platform. Any Fee owed to User after termination will be paid in accordance with Section 3.3 of this Agreement.

7. Miscellaneous

7.1 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

7.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Without limiting the forgoing, User is not, and will not be treated as, an employee of ClearVoice for federal tax purposes, state tax purposes, state or federal unemployment insurance purposes, or for any other purpose. User shall be responsible for the reporting, deposit and payment of any and all federal, state, and local taxes, including but not limited to income taxes, FICA taxes, and unemployment taxes incidental to the performance of this Agreement.

7.3 Public Announcements. ClearVoice shall retain the right to use, publish and otherwise disseminate User’s name, byline, logo, and likeness in ClearVoice’s marketing material and on the Platform, for promotional purposes and for any other lawful purpose. User hereby expressly acknowledges and agrees that ClearVoice shall have no obligation to use, publish or otherwise disseminate User’s name, byline, logo, or likeness, by any means or for any purpose whatsoever.

7.4 Notices. Except as otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and have binding legal effect: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

7.5 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

7.6 Entire Agreement. This Agreement constitutes the sole and entire agreement between User and ClearVoice with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such Platform.

7.7 Modifications. ClearVoice reserves the right, in its sole discretion, to modify this Agreement, or change, suspend, or discontinue the Platform (including, without limitation, the availability of any feature) at any time by posting a notice on the Website or in the Platform. ClearVoice may also impose limits on certain features of the Platform or restrict a User’s access to parts or all of the Platform without notice or liability. User’s continued use of the Platform following notification of any changes to this Agreement constitutes acceptance of those changes.

7.8 Assignment. ClearVoice may assign or otherwise transfer any of its rights or obligations under this Agreement, at any time, and without approval of User. User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without ClearVoice's prior written consent. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Agreement is void. This Agreement is binding upon and inures to the benefit of the parties hereto.

7.9 No Waiver. ClearVoice’s failure to enforce any part of this Agreement shall not constitute a waiver of ClearVoice’s right to later enforce that or any other part of this Agreement.

7.10 Force Majeure. ClearVoice shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including without limitation, mechanical, electronic or communications failure or degradation.

7.11 Severability. UIf any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.12 Survival. User agrees that Sections 2.2, 3.3, 3.4, 4, 5, and 7 shall survive Termination of this Agreement.

7.13 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the city of Phoenix and County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

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