OutVoice Terms Of Service
Effective Date: August 31, 2022
OutVoice, Inc. (“OutVoice”, “Us”, “We” or “Our”) operates an online payments management platform and online marketplace for businesses, such as publishers and editors, to connect and transact with freelance independent contractors, such as writers, photographers, or any other kind of freelancer (the “OutVoice Platform” or “Services”). The OutVoice Platform provides an automated and efficient process for both businesses and freelance independent contractors to control and manage their solicitations, offers, purchases, sales, and payments for work. The OutVoice Platform and Services are accessible at www.OutVoice.com (the “Site”) and may be used only upon acceptance of Our Terms of Service.
Legally Binding Agreement
This page contains OutVoice’s Terms of Service for the use of the OutVoice Platform and Services by businesses and individuals who have registered with OutVoice (“Registered Users”, “Users”, “You”, “Your”). These Terms of Service set forth the legally binding contractual rights, obligations, and remedies between OutVoice and its Users. By using the OutVoice Platform, You agree to comply with and be bound by these Terms of Service (the “Terms”). If you do not agree to the Terms, you may not use the Services or Site.
You or Your company may have separate contractual agreements with OutVoice that also govern Your relationship with OutVoice. To the extent any of these Terms of Service are inconsistent with such separate contractual agreements, the terms and conditions of such separate agreements will control and take precedence over these Terms of Service.
Additional terms and conditions may apply to electronic payment transactions, credit card transactions or other financial transactions that are provided or executed by the third-party payments companies that OutVoice uses in delivering its Services. Users are required to abide by the terms and conditions required of such third-party payments companies.
Changes And Modifications
These Terms of Service are effective as of August 31, 2022. OutVoice reserves the right to update, change or modify the Terms from time to time. OutVoice may decide to discontinue the Services at any time. Notices of any updates, changes or modifications may be made through their posting on this Site. OutVoice may provide additional notices of changes to these Terms to Registered Users via email or other communications.
To utilize the Platform and Services, a User must first complete OutVoice’s registration process, which includes creating a user-specific account (“Account”). An Account must be created and maintained to use the Platform and Services.
To create and maintain an Account, Users must complete the registration process by providing complete and accurate information requested on the registration form and as may be later requested by OutVoice. OutVoice may also request certain identification, verification, and other information from Users for legal compliance purposes.
As part of your registration and Account, You will also be asked to provide an email address and password, a residential street or mailing address, and additional information for enabling payment transactions and for legal compliance purposes. As a User, You are entirely responsible for maintaining the confidentiality and integrity of Your password. You may not use the Account, username, or password of someone else. You agree to notify OutVoice immediately of any unauthorized use of Your Account or password. OutVoice will not be liable for any loss or liability that You incur as a result of someone else using Your Account or password, regardless of whether such improper use occurs with or without Your knowledge. You may be held liable for any losses incurred by OutVoice or its affiliates and agents due to someone else’s use of Your Account or password.
For Users who are managers, administrators, employees or agents of businesses and or publishers, Your User Account will be assigned or linked to your business or employer on whose behalf you are acting.
Managers and admins may invite a freelance independent contractor to register for an Account with OutVoice on a businesses’ behalf. A freelance User’s Account may be assigned to the business or publisher who invited the freelance User to join the OutVoice Platform. The freelance User’s same OutVoice Account may later also be assigned to other businesses or publishers with whom the freelance User may transact. Freelance Users may be assigned to or affiliated with more than one business or publisher.
Acceptable Use Of OutVoice For Payments
The OutVoice Platform is designed to provide an automated and efficient process for businesses such as publishers and editors, and freelance independent contractors, such as writers, photographers, and similar creators of content, to control and manage their solicitations, offers, purchases, sales, and payments for news, creative, and other content. Users may utilize the Platform consistent with such purposes.
In order to engage in any transaction for the purchase or sale of content, a User is required, through the OutVoice Platform and the User’s Account, to create and maintain a valid payment destination. All payments are completed through third-party payment service providers. Users must comply with all terms and conditions required by those services. OutVoice uses established third-party payment service providers, such as Stripe, Inc. and Wise.
Freelance Users may be required to provide tax and other legal information to OutVoice or to a business or publisher User in order to receive a payment from such business or publisher. This may include providing a digital substitute Internal Revenue Service Form W-9, Form W-8BEN, Form W-8-BEN-E, and or other additional tax or legal information that applicable laws may reasonably require. Failure to provide requested tax or legally-required information will result in a User being restricted from further use of the Platform.
As a User, You agree to abide by and ensure compliance with all applicable tax laws and other laws and regulations related to Your receipt of any payments through the OutVoice Platform.
OutVoice Transaction Fees
OutVoice charges a transaction fee when a payment for a purchase of content is sent through the OutVoice Platform. The purchaser – the business, publisher or editor – sending the payment for content is charged 4 percent of the purchase transaction amount. However, this fee will not exceed an agreed upon per transaction fee cap.
Limited Nature Of Relationship With OutVoice
The OutVoice Platform and Services provide an automated process for Users to control and manage their solicitations, offers, purchases, sales, and payments for creative, news, and other content intended for publication. Users of the OutVoice Platform and Services have contractual rights and obligations with respect to OutVoice.
Businesses, publishers, and editors and freelance independent contractors also enter into separate contractual agreements with each other for the sale and purchase of, and payment for, content intended for publication. Unless otherwise provided, it is expected that the relationship between the business, publisher or editor and freelance independent contractor is that of an independent contractor and not of an employer and employee. While OutVoice’s Platform and Services facilitate the payment transactions between the publisher and freelance independent contractor, OutVoice is not a party to such contractual agreements.
Payment Issues And Rights
OutVoice Users are responsible for the accuracy and correctness of payments sent from their Account. OutVoice is not responsible or liable for payments that are made as a result of error or mistake by a User.
If You believe that a payment from or to Your Account was incorrect or not authorized, then You must notify Us immediately. Issues regarding payments are to be reported immediately to OutVoice at [email protected] It is not always possible for OutVoice to stop or reverse a payment if it is beyond the designated “safety delay” time period.
To protect yourself from unauthorized activity in Your Account, you should regularly log into Your Account and review your Account statements and payment histories.
A payment may be invalidated and reversed by OutVoice if, among other reasons, a payment was sent to You in error, the funding for the transaction is declined or reversed, the payment was unauthorized or unfunded, or We determine that the payment was for activities that violated OutVoice’s Terms or any other agreement with Us. As the sender or recipient of a payment that is later invalidated for any reason, You may be liable to Us or the sender or recipient for the full amount of the payment. We may recover the amount of the payment plus any fees from You. We may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion subject to applicable law.
Use Of The Marketplace
OutVoice is developing its “OutVoice Marketplace” that provides a searchable database through which businesses, publishers, and editors can present requests or calls for submissions of written articles, photographs, and other content for publication (“Content Requests”) for the purpose of seeking or soliciting responses from freelance Users who are interested in creating or providing the content that is sought. Businesses, publishers, and editors will be able to present Content Requests to the public that will be available in the OutVoice Marketplace to all freelance Users (“External Calls”) or to present Content Requests to limited or restricted groups of freelance Users with whom the business, publisher or editor chooses or is affiliated (“Internal Calls”).
Users are responsible for ensuring the accuracy, appropriateness, substance, and rights to the Content Requests that they present. By posting a Content Request, a User is representing that it is seeking or soliciting, or is authorized to seek or solicit, from freelance Users the subject matter and content that is presented in the Content Request. The business, publisher or editor is under no obligation to respond to or accept any proposal or response from any freelance User with respect to the Content Request. Users agree to refrain from posting or continuing to post any Content Request for which the business or publisher is not actively soliciting or seeking content for publication.
Users may remove or delete their Content Request at any time. OutVoice may require a reasonable amount of time to complete removal or modification requested. OutVoice may keep a backup copy of a deleted or removed Content Request.
OutVoice has the right, within its sole discretion and for any reason, to remove any Content Request. While OutVoice retains the right to remove any Content Request or part thereof, or any response to a Content Request, OutVoice has not reviewed, and cannot review, all of the material posted or submitted by Users of the Site and Marketplace, and cannot therefore be responsible for such material or its use or effects. OutVoice does not represent or imply that it endorses any material posted, presented or submitted, or that it believes such material to be accurate, useful or non-harmful.
By posting an External Request, the User grants OutVoice a nonexclusive license to present the External Request on the Site generally and to use or republish material contained in the External Request elsewhere to promote OutVoice and its Marketplace and to increase the audience of Registered Users utilizing the Marketplace.
OutVoice has or may implement a series of integrations to various other digital workplace spaces (“Spaces”) in order to incorporate OutVoice’s efficient payments management process into those Spaces. These may include integrations with Spaces such as WordPress, Drupal, Slack, Microsoft Teams, Discord, and email.
OutVoice’s WordPress, Drupal, and other Content Management System plugins allow OutVoice Users with the proper permissions to send payments while publishing content inside their Content Management System. Currently, OutVoice offers an integration or plugin with WordPress and Drupal for use by businesses, publishers, and editors. OutVoice is developing and will make available to Users additional integrations for other Spaces.
Users are responsible for the safety and security of their Spaces in which they add OutVoice’s payments management integrations. Business, publisher, and editor Users are also responsible for the OutVoice User permissions they set for their various team members, including choosing which team members have the ability to approve or send payments to freelance Users.
To better improve user experience and capabilities with OutVoice’s integrations, Platform, and Marketplace, OutVoice’s integrations may collect relevant information and data from the Spaces where they are installed by the User, including but not limited to identifying information to verify and sync the integrated Spaces with OutVoice Accounts, payment amounts, details, and destinations, and payment and user categories and or types, as well as information that may be relevant for OutVoice’s Marketplace.
OutVoice is not responsible or liable for any conflicts, bugs, crashes, failures, or other form of problems that may arise from the use of an OutVoice integration or plugin, including any lost income or time that may arise should OutVoice’s integration or plugin cause an issue stopping other programs or plugins to work as intended.
Conduct Of Users And Compliance Matters
As a User, You agree, warrant, and are responsible to ensure, that your respective actions and conduct in accessing or using the Site, Platform, and Services conform with all applicable laws and regulations, including without limitation any local laws or regulations in Your country, state, city, or other governmental area, including regarding online conduct and acceptable content and all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. All information provided by You must be complete and accurate in all respects.
You agree to respect the intellectual property rights of others and abide by laws relating to copyright ownership and use of intellectual property. You agree to not use the Site, Platform or Services to purchase, transmit, transfer or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree and warrant that Your use of the Site will not infringe or misappropriate the intellectual property rights of any third party. You, and not OutVoice, shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by any information or content you provide or transmit.
You agree not to use the Platform or Services to transmit or otherwise distribute any content that is illegal, libelous, defamatory, abusive or threatening, or advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation. OutVoice intends to cooperate with any law enforcement officials or agencies in the investigation of any violation of any applicable laws.
Violation Of Terms Of Service
OutVoice reserves the right to terminate Your Account or use of the Site, Platform, and Services immediately, with or without notice to You, and without liability to You, if OutVoice believes that You have violated any of the Terms, furnished OutVoice or other Users of the Platform or Services with false or misleading information, or interfered with use of the Services by others. To ensure that OutVoice provides a high-quality experience for you and for other users of the Services, you agree that OutVoice or its representatives may access your Account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Platform or Services. If OutVoice terminates Your Account or use of the Platform and Services, whether with or without cause, all provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.
LIMITATION OF LIABILITY
OUTVOICE’S LIABILITY TO YOU IS LIMITED. To the maximum extent permitted by law, in no event shall OutVoice be liable for any damages to You, including special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of such damages, arising out of or in connection with Your use of the Site, Platform or Services. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
OutVoice is making the Site, Platform, and Services available “as is” without warranty of any kind. OutVoice expressly disclaims any express or implied warranty of merchantability, fitness for a particular purpose or non-infringement. You assume the risk of any damage or loss from use of or inability to use the Site, Platform or Services. OutVoice does not warrant that the Site, Platform or Services will be uninterrupted or error-free.
Additional Contractual Terms
Indemnity. You agree to indemnify, defend, and hold harmless OutVoice, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, loss, liability, damages, and or costs, including reasonable attorney fees, arising from your misuse or inappropriate use of the Site, Platform or Services, your violation of the Terms, or your infringement or infringement by any other user of your Account of any intellectual property or other right of any person or entity. OutVoice will notify You promptly of any such claim, loss, liability, damage or demand, and will provide You with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage or cost.
Severability. If, for any reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. Any term or condition found to be unenforceable shall be rectified and interpreted in such a way that the clause containing the term or condition closely resembles the original meaning of the clause, term or condition, as permitted by law.
No Waiver. Any waiver of any breach of any provision of the Terms shall not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of the Terms, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Resolution Of Disputes. Any dispute or claim arising out of or relating to these Terms, any actions or inactions by OutVoice, or Your use of the Platform or Services shall be resolved solely by mediation or final, binding arbitration to be held in the County of San Francisco or County of San Mateo, California. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association. Judgment may be entered on any final decision of the arbitrator in accordance with applicable law in any court having jurisdiction to enforce such decision. The costs of the arbitration shall be shared equally between the parties. At least 45 days prior to any arbitration hearing, You and Outvoice must engage in good faith mediation to attempt to resolve the dispute or claims.
Governing Law. These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in the County of San Mateo or County of San Francisco, California in all disputes arising out of or related to the use of the Site, Platform or Services.
OutVoice strives to resolve issues and concerns when they first arise. If You have any complaints, questions or concerns about OutVoice’s Services, these Terms, or Your Account, please contact OutVoice by email at [email protected].
Thank you for being a valued part of the OutVoice community.