OutVoice Terms Of Service
Effective Date: March 1, 2020
Legally Binding Agreement
This page contains our Terms of Service for the use of the OutVoice Platform and Services by Publishers, Editors, and Contributors (“Registered Users”, “Users”, “You”, “Your”). While Publishers may have separate contractual agreements with OutVoice that govern the contractual relationship between OutVoice and such Publishers, and additional terms and conditions may apply to electronic payment and credit card transactions, 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.
Changes And Modifications
These Terms of Service are effective as of March 1, 2020. 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 use 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. You will also be asked to provide your email address and password. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the Account, username, or password of someone else at any time. You agree to notify OutVoice immediately of any unauthorized use of Your Account, or password. OutVoice shall not be liable for any loss that You incur as a result of someone else using Your password, either 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.
Use Of The Marketplace
The OutVoice Marketplace provides a searchable database through which Editors can present requests or calls for submissions of written articles, photographs, and other content for publication (“Content Request” or “Content Calls”) for the purpose of seeking or soliciting responses from registered Contributors who are interested in creating or providing the content sought by the Editor. Editors can present Content Requests or Calls publicly, which will be available on the Site and in the Marketplace to all registered Contributors (“External Calls”) or present Content Requests to limited or restricted groups of registered Contributors (“Internal Calls”).
Editors are responsible for ensuring the accuracy, appropriateness, substance, and rights to the Content Requests that they present. By posting a Content Request, an Editor is representing that the Editor is seeking or soliciting, or is authorized to seek or solicit, from Contributors the subject matter and content that is presented in the Content Request. The Editor is under no obligation to respond to or accept any proposal or response from any Contributor with respect to the Content Request. Editors agree to refrain from posting or continuing to post any Content Request for which the Editor is not actively soliciting or seeking content for publication.
Editors may remove, delete, modify or change their Content Request at any time. OutVoice may require a reasonable amount of time to complete removal or modification requested. OutVoice may keep 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 or Call, the Editor grants OutVoice a nonexclusive license to present the External Request or Call on the Site generally and to use or republish material contained in the External Request or Call elsewhere to promote OutVoice and its Marketplace and to increase the audience of registered Contributors utilizing the Marketplace.
Contributors may be charged a monthly subscription fee to access and utilize the Marketplace. Subscription payments will be charged on a pre-pay basis, the day the Contributor signs up for the paid service and will cover the use of that service for a subscription period as indicated. Unless You notify OutVoice before the start of the applicable subscription period that You want to cancel, the subscription will automatically renew, and you authorize OutVoice to collect the then-applicable subscription fee and any taxes using any credit card or other authorized payment mechanism. Subscriptions can be canceled at any time through accessing Your Account.
Use Of OutVoice Payments By Contributors
Use of the Outvoice Payments system is free to Registered Contributors. A Contributor does not need to subscribe
In order to receive a payment from or engage in any transaction with a Publisher or Editor, a Contributor may be required, through the OutVoice Platform and the Contributor’s Account, to create and maintain a valid payment destination. All payments by Publishers or Editors to Contributors are completed through third-party services. Contributors must comply with all terms and conditions required by those services.
At the request of a Publisher or Editor, a Contributor may be required to complete and provide an Internal Revenue Service Form W-9, W-8BEN-E, and or any additional tax information that the Publisher or Editor may reasonably require. Failure to provide an Internal Revenue Service Form W-9 or W-8BEN-E by the date requested by the Publisher may also result in Contributor being prohibited from further use of the Platform.
As a Contributor, You agree to abide by and ensure compliance with all applicable tax laws and regulations related to Your receipt of any payments from a Publisher through the OutVoice Platform.
Limited Nature Of Relationship With OutVoice
The OutVoice Platform and Services provide an automated process for Publishers and Editors to control and manage their purchase of and payment for content from Contributors, and for Contributors to manage and track their sales of content. Publishers, Editors, and Contributors enter into contractual agreements with each other for the purchase of and payment for content. Unless otherwise provided, it is expected that the relationship between a Publisher or Editor and a Contributor is that of an independent contractor and not of an employer and employee. While OutVoice’s Platform and Services facilitate the payment transactions between Publishers, Editors, and Contributors, OutVoice is not a party to such contractual agreements.
Conduct Of Users And Compliance Matters
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 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 Website 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, and limitations of liability.
LIMITATION OF LIABILITY AND NO WARRANTY OF OUTVOICE
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 Services shall be resolved 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, the parties must engage in good faith mediation to attempt to resolve their 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 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].