The website thesoundenclave.com (the “SITE”) and related products and services available on or from the site (the “SERVICES”) are owned and operated by THE SOUND ENCLAVE LLC (hereinafter referred to as “the company”, “our”, “we,” or “us”). “You” means any individual or entity using our Services.
These Terms and Conditions are legally binding agreements. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Terms and Conditions on that person’s or entity’s behalf, that by using using our Services you're accepting the Terms and Conditions on behalf of that person or entity, and that if you, or that person or entity, violates the Terms and Conditions, you and that person or entity agree to be responsible to us.
We reserve the sole right to modify, discontinue, or terminate any service or the site, or change, add, or delete portions of these terms and conditions without notice and at any time. We will post changes to these terms and conditions, if any, to the site. It is your responsibility to check the site periodically for changes. Your continued use of the site and services after any changes constitutes your acceptance of the revised terms and conditions.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR SERVICES.
1. Minimum Age Requirements
Our Services are not directed to children. You’re not allowed to access or use our Services if you’re under the age of 13 (or 16 in Europe). If you register as a user or otherwise use our Services, you represent that you’re at least 13 (or 16 in Europe). You may use our Services only if you can legally form a binding contract with us. In other words, if you’re under 18 years of age (or the legal age of majority where you live), you can only use our Services under the verifiable consent of a parent or legal guardian who has agreed to be bound by these Terms and Conditions. Some Casting Calls may contain inappropriate content for minors.
Site and Services Use License. Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Site Content. Except with respect to your use of certain Services in accordance with their specific terms and conditions that provide for or facilitate commercial activities, you understand that the Site and Site Content is for your personal and non-commercial use only. Except as expressly permitted by these Terms and Conditions, the functionality of the Site, or your own use of your User Content (i) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting any license or right to use any Site Content, including trademarks, service marks, logos, slogans or taglines of us or third parties, or any software or code relating to the Site or Services.
2. Your Account
When using our Services requires an account creation, you agree:
- To provide us a username, password, email address, and other information and materials (the “Registration Information”) for your Site account. You may also be able to register as a user of the Site with certain third-party social networking sites (e.g., Facebook, Twitter, YouTube, etc.) (a “Third-Party Account”), and in connection therewith, you allow us to access, store, and use content or information relating to your Third-Party Account, and any content or information in your Third-Party Account used on the Site or with the Services shall be “Registration Information” hereunder.
- That we may accept or reject your user registration at our sole discretion.
- To represent and warrant that all Registration Information will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current, so that we can communicate with you about your account. We may need to send you emails about notable updates (like changes to our Terms and Conditions), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response, we may limit your access to our Services until we’re able to verify your account information (like your email address).
- That we may also contact you to share more details about what we have to offer (i.e., marketing). You can opt out of any marketing communications at any time.
- That you’re solely responsible and liable for all activity under your account.
- That you’re also fully responsible for maintaining the security of your account (which includes keeping your password secure). We’re not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions. Don’t share or misuse your access credentials. And notify us immediately of any unauthorized uses of your account or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it.
- That you are responsible for keeping your account active. If a user does not log in to an account for six (6) months or more from the date of the last log in, the account may be considered inactive. Inactive accounts may be permanently removed without notice.
3. Use of the Site and Services
- User Content.
- You are solely responsible for all materials and content that are submitted by you or through your account for posting, publication, display, or other use on the Site or in connection with any Service, including without limitation, sound recordings, videos, photographs, pictures, musical works, compositions, graphics, names, likenesses, images, copyrights, trademarks, service marks, logos, biographical information, chat, messages, files, code, data, metadata, text, software, links, your Registration Information, content from your Third-Party Account, and any other information or materials (“User Content”).
- You must submit User Content to the Site and Services in compliance with the service specifications. We reserve the right to refuse to accept and/or cause the removal of any User Content for any reason and at our sole discretion and without notice to you.
- As between you and us, and subject to our rights in these Terms and Conditions, you shall retain all rights in the User Content and nothing in these Terms and Conditions shall constitute a transfer to us of ownership of any User Content.
- You hereby acknowledge and agree that we may, at our sole discretion, disclose User Content in order to: (i) comply with law enforcement, court orders, or the legal process; (ii) protect the rights and safety of individuals; or (iii) settle disputes over intellectual property ownership.
- You understand and agree that in connection with the rights granted herein, we have the right, but no obligation, to remove, monitor, market, promote, advertise, or otherwise use your User Content.
- We are not responsible for any User Content that may be lost or unrecoverable through your use of the Site or Services, and you are encouraged to archive your User Content regularly and frequently.
- We aren’t responsible for any harm resulting from anyone’s access, use or downloading of User Content, or for any harm resulting from third-party websites.
- Site and Services Use License.
- Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Site Content.
- You understand that the Site and Site Content is for your personal and non-commercial use only. Except as expressly permitted by these Terms and Conditions, the functionality of the Site, or your own use of your User Content (i) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting any license or right to use any Site Content, including trademarks, service marks, logos, slogans or taglines of us or third parties, or any software or code relating to the Site or Services.
- Downloads and Memberships.
- Some services functionality may expressly permit you to download or copy User Content, such as voice recordings, documents or other materials files from the Site (“Downloads”).
- Those Downloads are only available to users who purchase a Producer membership (“Producer Membership”).
- The Actor Membership (“Actor Membership”): Gives you the rights to participate in Casting Calls by recording and uploading recordings to any open Casting Call in our site
- Producer Membership: Is the only membership that gives you rights to participate in a Casting Call, create a Casting Call and download the resulting audio mix from your own Casting Calls.
- Applicable prices and payments for Memberships are subject to our Service Fees Payments and Refund Policy in Section 4 below. The total price for a Membership will include any applicable sales tax based on your billing address and the sales tax rate in effect at the time you purchase a Membership. All sales are final. Prices for a Membership may change at any time, and we do not provide price protection or refunds in the event of a price reduction or promotional offering. If technical problems prevent or unreasonably affect the benefits of your Membership, your exclusive and sole remedy is a refund of the price paid, as determined by us. Producer Membership master files may be downloaded as many times as needed, and will remain available with an active subscription up to 3 months after a Casting Call is closed, after that cannot be replaced if lost for any reason.
- You agree that:
- memberships files are licensed to you only for personal, noncommercial use;
- the delivery of Downloads to you does not transfer to you any commercial or promotional use rights in the Downloads;
- you may not transfer or license your rights in any Download to any other person;
- you may not alter, modify, incorporate with other media, or otherwise create a derivative work of any Downloads;
- Any use of a Download other than in accordance with these Terms and Conditions may constitute copyright infringement.
- Licenses to User Content.
- When you upload or post User Content to the Site or the Service, you grant to the Site a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service; and you grant to each user of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the Service and under these Terms and Conditions.
- By submitting User Content to the Site or in connection with any Service, you automatically grant to us a worldwide, non-exclusive, transferable, royalty free, license, and in any manner and media now known or hereafter developed, to prepare, review, copy, reproduce, convert, host, distribute, transmit, stream, publicly perform, display, modify, adapt, excerpt (in whole or in part), publish, promote, advertise, market, create derivative works from, and otherwise use all or any portion of the User Content, and to grant and authorize sublicenses of the foregoing, in connection with the Site and Services and the functionality thereof; provided, however, we will not sell or otherwise commercially distribute for a fee User Content except in connection with your express use of a Service or program offered by us that provides such functionality. Except as may be specifically provided in connection with any particular Service, we have no obligation to pay you or anyone else any amounts, including record or publishing royalties, performance fees, license fees, or union, guild, or collective bargaining fees, for the distribution, public performance, or other uses of your User Content as authorized in these Terms and Conditions.
- The foregoing grant of rights includes, without limitation, our right to (but not obligation to):
- use User Content, including names, pictures, likenesses, images, voices, performances, biographical materials, and web links to websites that you control, in each case in connection with marketing, advertising, or promoting User Content, you, the Site, the Services, or us;
- submit or transmit User Content to third parties in connection with any applicable Services or program offered by us which you elect to use, in any format (e.g., MP3, streaming, or otherwise) in accordance with the functionality of such Service or program;
- display any and all text associated with a dialog script, musical composition lyrics embodied in User Content in connection with the Site or Services offered by us;
- edit or modify User Content in our sole discretion in connection with the Site or Services offered by us and without any approval rights by you;
- publicly perform and transmit your sound recordings in connection with the Site or Services offered by us, including, but not limited to, by interactive and non-interactive streaming on the Site or via a Service. If you have affiliated with a performance rights organization (“PRO”) with respect to your public performance rights, such as SAG AFTRA, BMI, ASCAP, or SESAC, then you may be prohibited from granting the same rights to us, or a grant of public performance rights to us may prevent a PRO from collecting royalties on your behalf. In certain situations a PRO may require that you provide the PRO with notice if you are granting public performance rights to another party. If you have an agreement with a PRO that includes such a provision, you are solely responsible for providing such notice to the PRO. You understand that no fees or payment of any kind whatsoever shall be due to any PRO, Guild or music publisher for use of your User Content as authorized in these Terms and Conditions.
- Certain functionality of the Site and certain Services allow you to make User Content, such as your voice recordings, available to be downloaded from our Site, and by using such features, you automatically grant to end users a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty free, license throughout to use such Downloads but only for personal, noncommercial use and in accordance with the Section 3(II) above.
- To the extent your link to or embed your YouTube or Vimeo videos to your Casting Calls, your Casting Call will utilize YouTube’s API Services or Vimeo API Services and you agree to be bound by the applicable YouTube Terms of Service or Vimeo Terms of Service.
- The grant of rights in this Section 3(II) will survive your removal of User Content from the Site, the termination of your use of the Site or Service, or any other termination of these Terms and Conditions unless we receive written notice of termination of this license from you, at which point this license will expire and we will stop using the specified User Content within thirty (30) days; provided, however, that with respect to Site Downloads, the grant of rights to end users will survive your removal of such User Content from the Site indefinitely.
- Without limitation of the rights granted herein, we and you may enter into additional agreements to confirm the rights granted herein, expand scope of rights granted to us, or otherwise with respect to the User Content, and to the extent such other agreements conflict with these Terms and Conditions, the terms of such other agreements shall control.
- Representations and Warranties.
By submitting User Content to the Site or in connection with any Service, you acknowledge, represent, and warrant that:
- the exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;
- the exercise of the rights granted by you herein shall be without any obligation to make any payment of any nature to you or any other person or entity;
- to the extent you do not own any underlying sound recordings, videos, samples, musical compositions, publicity rights, or other materials or content in your User Content, it is your obligation to secure all appropriate permissions, clearances, licenses, or other authorizations and agreements, and, as applicable, to pay directly all third-party fees and royalties as may be required, including, but not limited to, with respect to voice actors, artists, authors, co-authors, copyright owners and co-owners, publishers, producers, or any other person who performed in the making of your User Content, and in connection with mechanical royalties, digital phonograph delivery royalties, public performance royalties, payments that may be required under any collective bargaining agreements or statutory schemes, or any other royalties, fees, and/or sums payable with respect to your User Content, and at our request you shall provide us with confirmation of such authorizations and payments.
4. Fees, Payments and Refund Policy
Some of our Services are offered for a fee, like Producer and Actor Memberships (collectively, “Paid Services”). By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be one-time fees or recurring fees. For recurring fees, we will not charge you automatically, instead, we’ll notify you about your membership status, in the renewing interval selected (such as monthly, quarterly, semi annually or annually) until you let it expire. Once your Membership is expired or not renewed, you will lose access to your Membership benefits.
Purchases will be processed by PayPal and appear on your credit or debit card statements as “SOUNDENCLAVE”. You agree not to cause your credit or debit card company to reverse or “chargeback” any Service Fees charged in accordance with these Terms and Conditions; and in the event you do so, we may terminate your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.
To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we’re obligated to pay or collect Taxes on the fees you’ve paid or will pay, you’re responsible for those Taxes, and we may collect such taxes from you via PayPal or via any other means available to us. If your payment fails, Paid Services are otherwise not paid for or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services), or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to Paid Services without notice to you.
You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.
We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we're free to use them without any restriction or compensation to you.
7. Copyright Infringement and DMCA Policy
As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe any Content violates your copyright, please see our Copyright Policy and DMCA Notification Process and send us a notice.
8. Intellectual Property
The Agreement doesn’t transfer any The Sound Enclave or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as between The Sound Enclave and you) solely with The Sound Enclave. Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn’t grant you any right or license to reproduce or otherwise use any The Sound Enclave or third-party trademarks.
If you disagree with the changes in the new terms, you should stop using our Services. To the extent you have an existing Paid Service, you may be eligible for a refund.
- We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your failure to make any payment when due or your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.
- We may delete any of your User Content, information, or other data from the Site or Services at any time, and we have no obligation to maintain copies of any deleted information.
- Any provisions of these Terms and Conditions that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services.
11. Governing Law & Jurisdiction
These Terms of Service will be governed by and construed in accordance with the laws of the State of Florida, without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. You agree that any litigation that arises out of or related to these Terms of Service will be filed only in the state or federal courts located in Miami-Dade County, Florida, and you hereby consent and submit to the personal jurisdiction of such court for the purposes of litigation. Those who use the Site or Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws.
If any of these Terms of Service are found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining terms and conditions, and will not affect the validity and enforceability of the remaining provisions.
You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the “Related Parties”) harmless, and upon our request, defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys' fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in these Terms and Conditions; (iii) your violation of any rights of any third party; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. In accordance with Section 13(VI) below, if a claim is made we will have the right to withhold payment of any monies due you in an amount reasonably related to the claim and potential expenses. Your sole remedy as a result of any breach or alleged breach by us of these Terms and Conditions or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Site and your ability to terminate your participation in any Services in accordance with the terms thereof.
The Site, The Services, and the Content thereon are provided on an “AS-IS” and “AS AVAILABLE” basis. The Sound Enclave and Related Parties hereby disclaim all warranties of any kind, express or implied, including, without limitation implied warranties of title, merchantability, fitness for a particular purpose, or non-infringement. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.
We cannot guarantee and do not promise any specific results from use of the site and/or the services. Without limiting the foregoing:
- Your interactions with organizations and/or individuals found on or through the Site or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that we and the Related Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved.
- We make no guarantees whatsoever with respect to the marketing, promotion, acceptance, development, or popularity of you, your content, your recordings, or otherwise in connection with your use of the Site or Services; and we further make no guarantees whatsoever that any materials you create or distribute using our Site or Services, including your voice recordings, will achieve any results or otherwise used by any third party.
- We and the Related Parties are not responsible for any incorrect or inaccurate information in the Site Content. We and the Related Parties are not responsible for the content of, accuracy of, or statements or opinions expressed by third parties in any Site Content, including any User Content or in advertisements or solicitations. We are not responsible for the conduct, whether online or offline, of any user of the Site. Site Content is not investigated, monitored, or checked for accuracy or completeness by us. We do not make editorial decisions related to User Content. Inclusion of any Site Content, including links to other websites, does not imply approval or endorsement of the Site Content by us.
- The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site or blocking from the destination mail servers, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site, or any Site Content.
- By using the Site and/or Services, you hereby release us and the Related Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Site and/or Services. In no event will we and the related parties be liable to you for any indirect, consequential, exemplary, incidental, special, or punitive damages, including damages for any lost profits as a result of your use of the site or services, even if we are aware or have been advised of the possibility of such damages.
- Notwithstanding anything to the contrary contained herein, in no event will the aggregate of our and the related parties' liability to you for any cause, loss, cost, damage, or claim whatsoever, including attorneys' fees and costs and expert witness fees and costs, and regardless of the form of the action, exceed the lesser of: (a) the amount paid, if any, by you to us for the services for the preceding three (3) months; and (b) two hundred fifty dollars ($250.00 U.S.). You agree that this limitation of liability represents a reasonable allocation of risk. This allocation of risk and the disclaimer of warranties herein are a fundamental element of these terms and conditions.
14. US Economic Sanctions
You may not use the Services if such use is inconsistent with U.S. sanctions law or if you are on any list maintained by a U.S. government authority relating to designated, restricted or prohibited persons.
These Terms were originally written in English (US). We may translate these terms into other languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.
If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.