Effective Date: January 6, 2014
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE WEBSITE. THROUGH YOUR USE OF THE WEBSITE YOU MANIFEST YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE WEBSITE.
INDIEVOICES RESERVES THE RIGHT TO SUSPEND, REPLACE, MODIFY, AMEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN ITS SOLE AND ABSOLUTE DISCRETION. IN THE EVENT INDIEVOICES REPLACES, MODIFIES, OR AMENDS THIS AGREEMENT, YOUR CONTINUED USE OF THE WEBSITE AFTER A CHANGE IN THE EFFECTIVE DATE ABOVE WILL CONSTITUTE YOUR MANIFESTATION OF ASSENT TO AND AGREEMENT WITH ANY REPLACEMENT, MODIFICATION, OR AMENDMENT CONTAINED WITHIN THIS AGREEMENT.
By using the Website, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or third party, you warrant that you have actual authority to act as an agent of that business entity or third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity and bind that third party or business entity to the terms of this Agreement.
You warrant that your use of the Website does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals or business entities located in the jurisdiction in which you live. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.
You acknowledge and agree that the Website is the property of IndieVoices and is protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You agree that your use of the Website is limited by the license granted under the terms of this Agreement. You expressly agree that you will not use the Website in any manner not expressly granted through this Agreement.
IndieVoices provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Website for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in the immediate termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to IndieVoices.
You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Website. Additionally, you are expressly prohibited from scraping, framing, hacking, reverse engineering, crawling, or aggregating the Website, whether in whole or in part, without the prior written consent of IndieVoices. The foregoing prohibition on crawling or aggregating does not apply to search engines that appropriately comply with IndieVoices’ robots.txt file.
You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on the Website by IndieVoices, including, but not limited to, INDIEVOICES, are common law or registered trademarks owned by or licensed to IndieVoices. You are expressly prohibited from using the trademarks of IndieVoices to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of your goods or services. You are further prohibited from using the trademarks of IndieVoices in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are property of their respective owners.
IndieVoices may provide you with the ability to upload or transmit user-generated content to or through the Website, including, but not limited to, text, images, comments, feedback, photographs, images, videos, audio files, profile information, name, likeness, advertisements, listings, information, and designs (collectively “User Generated Content”). Except as expressly stated in this Agreement, you own all rights in and to your User Generated Content.
When you submit User Generated Content to the Website, you grant IndieVoices a non-exclusive, irrevocable, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Website. These purposes may include providing you or third parties with access to and use of the Website, backing up or archiving the Website, and selling or transferring the Website to a third party. In submitting User Generated Content to the Website, you agree to waive all moral rights in or to your User Generated Content across the world, whether you have or have not asserted moral rights. You also agree to waive all rights of publicity or privacy in or to your User Generated Content.
You warrant that you have adequate right, title, and interest in and to all User Generated Content that you submit to the Website. You warrant that your User Generated Content will not violate the terms of this Agreement, the rights of third parties (including intellectual property rights or other personal or proprietary rights), or any applicable rule, law, regulation, ordinance, treaty, or statute, whether local, state, provincial, regional, national, or international.
IndieVoices may require you to register an account with the Website in order to obtain access to additional features or areas of the Website, including submitting projects to or funding projects listed on the Website (“Member Account”). You are expressly prohibited form sharing your Member Account information with others and you agree that you will provide IndieVoices will accurate, complete, current, and relevant information when registering your Member Account.
You understand and agree that you are responsible for the security of your Member Account and IndieVoices will not be held liable or responsible for any unauthorized access to your Member Account. In the event your Member Account is accessed without your authorization, you agree that you will immediately provide notice to IndieVoices. By creating a Member Account, you agree that IndieVoices may use the contact information that you provide to contact you. IndieVoices reserves the right to accept, reject, modify, suspend, or delete your Member Account at any time, for any reason, and within its sole and absolute discretion.
IndieVoices may provide owners of Member Accounts with the ability to create projects (“Project Creators”) and request funding for those projects from users of the Website (“Funders”). IndieVoices charges a service fee for this service, which is listed on the Website and may be changed from time to time in IndieVoices’ sole and absolute discretion (“Service Fee”). IndieVoices may provide owners of Member Accounts with the ability to create fixed funded projects or flex funded projects (collectively “Projects”). All Projects are subject to a funding deadline, which will be specified on the Website (“Funding Deadline”). Fixed funded projects will not be funded, and the Funders’ payment method will not be charged, unless the project funding goal is met by the Funding Deadline (“Fixed Projects”). Flex funded projects will be funded, and the Funders’ payment source will be charged, regardless of whether the funding goal is met by the Funding Deadline (“Flex Projects”).
If you have created a Fixed Project, all Funders’ payment sources will be charged only if your Project has been fully funded by the Funding Deadline. If your Fixed Project has been fully funded by the Project Deadline, IndieVoices will charge the Funders’ payment sources, withhold its Service Fee, and remit the remainder to you within seven (7) days after the Funding Deadline.
If you have created a Flex Project, all Funders’ payment sources will be charged on the Funding Deadline, IndieVoices will withhold its Service Fee, and IndieVoices will remit the remainder to you within seven (7) days after the Funding Deadline. Project Creators acknowledge and agree that the funding amount shown on the Website or as of the Funding Deadline may not be an accurate representation of the final amount of the Project’s funding. Project Creators will be provided with the final sales amount when payment is finally calculated.
You understand and agree that, when you create a Project, your Project may be rejected by IndieVoices for any reason and within its sole and absolute discretion. IndieVoices is a strictly curated platform and Projects are for news and socially relevant media only. IndieVoices strives to ensure that Projects will be of the highest journalism standards, innovative, unique, and worthy of being funded.
IndieVoices may provide you with the ability to fund Projects listed on the Website. By funding a Project, you warrant and agree that you will pay the amount pledged (“Pledged Amount”). When you fund a Project, you represent and warrant that you have provided accurate, complete, and current personal information and accurate, complete, and current information concerning your payment method. When you fund a Fixed Project, your payment method will be charged in the Pledged Amount only if the funding goal is met by the Funding Deadline. When you fund a Flex Project, your payment method will be charged on the Funding Deadline in the Pledged Amount regardless of whether the funding goal is met. You understand and agree that IndieVoices may place a hold on your payment method in the Pledged Amount or verify that your payment method has sufficient funds to cover the Pledged Amount prior to charging your payment method.
You understand and agree that you fund Projects at your own risk. Though IndieVoices provides the Website and undertakes commercially reasonable efforts to prevent against fraudulent or misleading Projects and Project descriptions, IndieVoices cannot: (1) guarantee that Project Creators will use the money gained through the Website for their stated or intended purposes; (2) guarantee that Project Creators will provide the rewards or promised items specified within their Project descriptions or within a timely manner; or (3) be held liable for the actions of Project Creators or third parties. You agree to hold harmless, defend, and indemnify IndieVoices from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to (1) the creation or use of a Member Account; (2) the purchasing of goods or services related to a Project; (3) the failure to receive a reward or promised item from a Project Creator; (4) the violation of any term or condition of this Agreement; (5) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; or (6) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. Your obligation to defend IndieVoices will not provide you with the ability or right to control IndieVoices’ defense. IndieVoices reserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.
You agree that you will not use the Website in violation of any term or condition of this Agreement, outside of its customary and intended purposes, to violate the rights of third parties, or to violate any applicable rule, law, regulation, ordinance, treaty, or statute, whether local, state, provincial, regional, national, or international. You are explicitly prohibited from:
All payments for services offered through the Website are earned upon receipt and, except where expressly provided, are non-refundable. You represent and warrant that you will timely pay all fees and charges and IndieVoices reserves the right to terminate services for your failure to timely pay. All fees and charges will be quoted and payable in United States Dollars.
You agree that you will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Website, including, but not limited to, sales tax, use tax, value-added tax, and income tax. You agree that you will not initiate any chargebacks against IndieVoices unless approved in writing. You understand and agree that you will be responsible for any costs or fees, including attorneys’ fees, associated with any unauthorized chargebacks or in the event IndieVoices must collect payment from you. Any disputes as to payment must be brought to IndieVoices’ attention in writing within thirty (30) days or will otherwise be barred.
The IndieVoices Website and its associated content is © 2014 IndieVoices, LLC.
If you believe that a user the IndieVoices Website has infringed upon your copyright rights, you may provide IndieVoices with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with this section, IndieVoices will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification.
This notice of copyright infringement must contain the following:
If you are a user of the Website that believes that content that you have posted to the Website and that is subject to a notice of copyright infringement is non-infringing, then you may submit a counter-notification under the Digital Millennium Copyright Act. This counter-notification must contain the following:
Notifications of copyright infringement and counter-notifications may be submitted to IndieVoices at firstname.lastname@example.org.
You understand and agree that IndieVoices provides the Website as a service and will not be held liable for and takes no responsibility for any transactions entered into by and between users of the Website. IndieVoices makes no warranties or representations as to the quality, non-infringement, accuracy, or safety of Projects and Project descriptions listed on the Website. You understand and agree that IndieVoices is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that IndieVoices cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though IndieVoices may edit, remove, or control the content submitted to and displayed through the Website by third parties, it will not be held liable for that content.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT INDIEVOICES WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT INDIEVOICES’ LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR $1,000, WHICHEVER IS LESS.
You agree to indemnify, defend, and hold harmless IndieVoices, its officers, shareholders, members, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, claims, charges, or liabilities, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website; (ii) your violation of any term or condition of this Agreement; (iii) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend IndieVoices will not provide you with the ability to control IndieVoices defense, and IndieVoices reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
YOU ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY CLAIM OR CONTROVERSY CONCERNING INTERPRETATION OF THIS AGREEMENT, OR YOUR USE OF THE WEBSITE WILL BE SETTLED BY ARBITRATION PURSUANT TO THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THIS ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR RANDOMLY SELECTED FROM A LIST OF NEUTRAL ARBITRATORS MAINTAINED BY THE AMERICAN ARBITRATION ASSOCIATION. JUDGMENT ON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE ARBITRATOR WILL BE PROVIDED WITH THE RIGHT TO AWARD COSTS AND ATTORNEYS’ FEES TO THE PREVAILING PARTY. THIS ARBITRATION WILL BE HELD IN NEW YORK, NEW YORK AND BOTH PARTIES AGREE THAT THEY WILL BE REQUIRED TO BE PRESENT IN NEW YORK, NEW YORK FOR ARBITRATION UNDER THE TERMS OF THIS AGREEMENT AND HEREBY SUBMIT TO EXCLUSIVE PERSONAL JURISDICTION IN NEW YORK, NEW YORK. THE ARBITRATOR WILL APPLY THE LAWS OF THE STATE OF NEW YORK AND THE FEDERAL LAWS OF THE UNITED STATES IN DECIDING ANY CONTROVERSY OR CLAIM PURSUANT TO THIS ARBITRATION CLAUSE.
IndieVoices will not be responsible for any delay or failure in the performance of the Website arising out of any cause beyond IndieVoices’ control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement or the Website, including, but not limited to, your duty to indemnify and defend IndieVoices.
In the event any term or condition of this Agreement is deemed invalid or unenforceable, the remaining terms and conditions of this Agreement will remain in full force and effect.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is in writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.