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VoiceBros Medya ve Prodüksiyon Ltd. Şti.. - www.voicebros.com - Terms of use

Last updated: April 14th, 2021

Welcome to VoiceBros

The following terms of use ("Terms") set forth the basic rules that govern your use of VoiceBros Medya ve Prodüksiyon Ltd. Şti. 's Website ("Website"). Please read these terms carefully. By accessing or using this Website, you agree that you have read, understand, and agree to be bound by the terms described in these Terms and all terms incorporated by reference. If you do not agree to all of these Terms, do not access or use this Website.

For purposes of these Terms, "VoiceBros Medya ve Prodüksiyon Ltd. Şti..", "we", "us", or "our" means VoiceBros Medya ve Prodüskiyon Ltd. Şti.., a Barbaros mah 2176 Sokak Yunus Apt altı Kapı No:4/c Yenişehir MERSİN 33150 Uray 9250768774

(d.b.a "VoiceBros")

Reference Agreements

You also agree that you have read, understand, and agree to be bound by reference to the agreements that follow.

When you create an account you agree to be bound by the Account Creation Agreement found here:

https://www.voicebros.com/pages/account-creation-aggreement

If you are a creator and submit work to VoiceBros, you agree to be bound by the Creator Agreement found here:

https://www.voicebros.com/pages/creator-aggreement

The site will prompt you to accept these terms when you are about to be subject to any of

the agreements listed above. If you do not agree to them, please stop accessing the website further.

These terms and agreements might be translated to other languages where the Website is localized but the original terms will always be found in English at the following address: https://www.voicebros.com/pages/terms

In the event of any differences in meaning between the original English version and a translation, the original English version takes precedence. In case of dispute or arbitration only the terms in English will apply.

Content Licensing

The text, trademarks, trade names, trade dress, service marks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website ("Content") may be subject to patent, copyright, trademark and other intellectual property protection. Access to and use of this Website is solely for your personal use, information, education, entertainment, or enlightenment.

You may download, copy or print the Content of this Website for your personal non-commercial use only, and unless otherwise permitted by a separate written agreement between you and us, you must not copy, distribute, or modify the Content, or repost the Content to another Website.

No right, title or interest in any of the Content of this Website is transferred to you as a result of any downloading, copying, printing or use of this Website or its Content. Nothing contained on this Website or in these Terms serves to grant to you, by implication or otherwise, any license or right to use any Content without our written permission or the written permission of such third party (as applicable) that may own or license the Content.

No Endorsement or Liability for User-Generated or Third-Party Content

Although third-party materials "Submission(s)" may be posted on this Website, the posting of those Submissions does not constitute our endorsement of those Submissions. We are not responsible or liable for any claim, including, without limitation, loss or injury to real, tangible, or intellectual property, violations of personal privacy or privacy rights, actual, direct, indirect, incidental, consequential or punitive damages, personal injury, or wrongful death in connection with third-party or user-generated Submissions

Pursuant to our rights under the Kanun Numarası : 5846 Kabul Tarihi : 5/12/1951 Yayımlandığı R.Gazete : Tarih : 13/12/1951 Sayı : 7981 Yayımlandığı Düstur : Tertip : 3 Cilt: 33 Sayfa : 49, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on this Website. Our copyright agent is Onur KIRATLI. The agent can be reached at: [email protected]

Infringement Notification

To be effective, infringement notifications sent to our copyright agent must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material or content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or have access disabled, and information reasonably sufficient to permit us to locate the material
Information reasonably sufficient to permit us to contact the complaining party, including address, telephone number and email address where the complaining party may be contacted.
The following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law"; and
The following statement: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Upon receipt of the written notification containing the information as outlined in 1 through 6 above:

We will remove or disable access to the content that is alleged to be infringing;
We will forward the written notification to the alleged infringer; and
We will take reasonable steps to promptly notify the alleged infringer that we have removed or disabled access to the content.

Infringement Counter Notification

Pursuant to the Laws, after the alleged infringer receives a notice of infringement from us, the alleged infringer will have the opportunity to respond to us with a counter notification ("Counter Notification"). To be effective, a Counter Notification must be a written communication provided to our copyright agent, and must include the following:

A physical or electronic signature of the subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
The following statement: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled"; and
The alleged infringer's name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of the federal district court for the judicial district in which the subscriber's address is located, or if the subscriber's address is outside of the United States, any judicial district in which we may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.

Upon the copyright agent's receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled. We will comply with this requirement as required by law, provided that our copyright agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our network

Prohibited Use and Access

You are prohibited from using or accessing the Website or its Content for any unlawful, obscene, or immoral purpose, or any purpose that is likely to cause liability to yourself or others, including without limitation:

to solicit others to perform or participate in any unlawful acts;
to violate any international, federal, or state regulations, rules, laws, or local ordinances;
to infringe upon or violate our intellectual property rights or the intellectual property rights or privacy rights of others;
to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
to submit false or misleading information;
to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Website, other websites, or the Internet;
to collect or track the personal information of others;
to spam, phish, pharm, pretext, or otherwise contact users of this Website;
to spider, crawl, or scrape the Content of this Website;
to interfere with or circumvent the security features of this Website, other websites, or the Internet.

We reserve the right to terminate your use of the Website for using or accessing the site in any prohibited manner.

Website Updates and Accuracy

We undertake no obligation to update, amend or clarify information on this Website, including, without limitation, pricing or product information, except as required by law. No specified update or refresh date applied on this Website should be taken to indicate that all information on the Website has been modified or updated. Please remember when reviewing information on this Website that such information may not represent the complete information available on a subject. In addition, subsequent events or changes in circumstances may cause existing information on this Website to become inaccurate or incomplete.

On occasion, information on this Website may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions related to product availability, special offers, product promotions, product descriptions, or product shipping charges and transit times. We reserve the right to, at any time and without prior notice, correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Website is inaccurate (including after you have submitted your points for redemption).

This Section is not intended to limit the disclaimer in Section 7.

Limitations on Liability

YOU ACKNOWLEDGE, BY YOUR USE OF THIS WEBSITE:

( 1 ) THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK; AND ( 2 ) THAT WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR, OUR AFfILIATES', AGENTS', LICENSORS' OR SUPPLIERS' TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THIS WEBSITE EXCEED 50 DOLLARS.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR AFfILIATES', AGENTS', LICENSORS' AND SUPPLIERS' DAMAGES IN SUCH JURISDICTIONS ARE HEREBY LIMITED TO THE EXTENT PERMITTED BY LAW.

Disclaimer

THE CONTENT PROVIDED ON THIS WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO ITS USE, AVAILABILITY, CONTENT ACCURACY, APPROPRIATENESS OR PERFORMANCE OF THIS WEBSITE. AS A USER, YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR YOUR USE OR NON-USE OF THE WEBSITE, AND WE MAKE NO REPRESENTATION THAT THE CONTENT APPEARING ON OR DOWNLOADED FROM THIS WEBSITE IS COMPATIBLE WITH YOUR COMPUTER OR FREE FROM ERROR OR VIRUSES. NONE OF OUR EMPLOYEES, AGENTS OR REPRESENTATIVES IS AUTHORIZED TO MODIFY OR AMEND THIS WARRANTY. TO THE EXTENT ALLOWABLE BY EXISTING LAW, WE DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEBSITE AND ITS CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

WE RESERVE THE RIGHT TO ALTER OR REMOVE WEBSITE CONTENT, OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WE WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF THAT ACTION.

Indemnification

YOU AGREE TO INDEMNIFY AND HOLD US, OUR DIRECTORS, OFfICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS AND AFfILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEY FEES, ARISING FROM OR RELATED TO YOUR USE OF THIS WEBSITE OR BREACH OF THESE TERMS.

Termination

The Terms will remain in effect until you cease using the Website. Notwithstanding anything in the Terms to the contrary, the parties understand and agree that all terms and conditions of these Terms that may require continued performance, compliance, or effect beyond the termination date of the Terms will survive termination of these Terms and will be enforceable by the parties. We may also terminate these Terms at any time and may do so immediately without notice, and accordingly deny you access to this Website, if in our sole discretion, you fail to comply with any term or provision of these Terms. Upon any termination of these Terms, you must promptly destroy all materials downloaded or otherwise obtained from this Website, as well as copies of such materials, whether made under these Terms or otherwise, unless otherwise permitted by separate written agreement with us.

Arbitration

All disputes arising out of or relating to these Terms (including its formation, performance, interpretation, applicability, enforceability or alleged breach) or your use of our Website will be exclusively resolved under confidential binding arbitration held in California in accordance with the rules and procedures of the American Arbitration Association ("AAA"). The parties shall request that AAA appoint a single arbitrator. The award rendered by the arbitrator will be binding and may be entered as a judgment in, and enforced by, any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, we will have the right to seek injunctive or other equitable relief in state or federal courts located in California to enforce these terms or prevent an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

Governing Law

These Terms will be governed by and construed in accordance with the laws of California, without regard to its conflicts of law rules. For all disputes arising out of or relating to these Terms that cannot be resolved as specified under Section 10, you submit to exclusive personal jurisdiction and venue of the state and federal courts located in Santa Clara County, California.

U.S. Federal Government International Sanctions

In accordance to U.S. law we will not export to or acquire services with residents in the following countries: Burma, Cuba, Iran, North Korea, Sudan and Syria. We also reserve the right to not export or contract services with any person in the world that is subject to sanctions and embargoes as dictated by the United States Department of Treasury or any other implementing U.S. Government Agency.

Notice

When you visit this Website or send e-mails to us, you are communicating with us electronically, and by doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may e-mail notices to: [email protected]

You agree to comply with the terms of the Website's Privacy Policy, which is incorporated by reference into these Terms.

Other

By agreeing to these Terms, you represent that you are at least the age of majority in your state of residence or geopolitical jurisdiction, or that you are the age of majority in your state of residence or geopolitical jurisdiction. These Terms are effective as of the Effective Date. None of our employees, agents or representatives are authorized to modify or amend these Terms. Unless specifically mentioned herein, the provisions and conditions of these Terms constitute the entire agreement between you and us related to the use of the Website and supersede any prior agreements or understandings not incorporated in these Terms. Certain users may have other contracts with us, and in cases of any conflict between the terms of such contracts and these Terms, the terms of the other contract will apply

Account creation agreement

https://www.voicebros.com/pages/account-creation-aggreement

Creator agreement

https://www.voicebros.com/pages/creator-aggreement

Account creation agreement

Last updated: Apr. 14th, 2021

This Account Creation Agreement (this "Agreement"), effective as of the date you click the "I accept" button below ( "Effective Date"), is entered into by and between you ( "User") and VoşiceBros Medya ve Prodüksiyon Ltd. Şti.. a Turkish corporation having an office Barbaros mah 2176 Sokak Yunus Apt altı Kapı No:4/c Yenişehir MERSİN 33150 Uray 9250768774. ( “VoiceBros”) (each a "Party", and together, the "Parties")

WHEREAS, VoiceBros provides services and digital goods to its users; and

WHEREAS, User desires to create an account and obtain digital goods from VoiceBros..

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

Article 1

DEFINITIONS

"Digital Good" means any good that can be delivered digitally including, but not limited, to audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an Order.

"Due Date" means a due date for delivery to Customer of a Digital Good as indicated in an Order.

"On-Acceptance Order" means an Order whose payment terms indicate it is to be paid for before or at the time the Digital Good is accepted (as described in Section 3.2).

"Order" means an order, whether submitted via the VoiceBros website or otherwise, including but not limited to description of Digital Goods, Due Dates, and payment terms.

"Pre-Paid Order" means an Order whose payment terms indicate it is to be paid for before or at the time the Order is placed. Orders whose payment terms do not indicate whether they are a Pre-Paid Order or On-Acceptance Order will be Pre-Paid Orders.

“VoiceBrosServices" means the provision of Digital Goods, the Hosting, and the Software.

"Hosting" means the internet hosting service provided by VoiceBros to host Digital Goods, accepted by User in accordance herewith.

"Software" means the widget software provided by VoiceBros to view Digital Goods, accepted by User in accordance herewith.

"Adaptation" means a work based upon the Digital Good such as a translation, derivative work, or any other form in which the Digital Good may be transformed or adapted including in any form recognizably derived from the original, except that a work that constitutes a Collection will not be considered an Adaptation for the purpose of this Agreement.

"Collection" means a collection of literary or artistic works, such as phonograms or broadcasts, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the Digital Good is included in its entirety in unmodified form along with one or more other contributions, each constituting separate and independent works in themselves, which together are assembled into a collective whole.

Article 2

ACCOUNT CREATION

Section 2.1 Terms of Use. This Agreement incorporates by reference the terms of the VoiceBros Terms of Use available at https://voicebros.com/pages/terms-of-use ("TOU"). User hereby agrees to be bound by the TOU. If any terms of this Agreement and the TOU conflict, the terms of this Agreement will control.

Section 2.2 Registration, Accounts and Passwords. User agrees to:

Create only one account;

Provide accurate, truthful, current and complete information when creating

Maintain and promptly update User's account information if it changes;

Maintain the security of User's account by not sharing User's password with others and restricting access to User's account and computer;

Promptly notify VoiceBros upon discovery or suspicion of any security breaches relating to the account or passwords; and

Take responsibility for all direct or indirect damages and be liable for all activity conducted on the web site that can be linked or traced back to User's username or password.

Article 3

DIGITAL GOODS

Section 3.1 Orders. On or following the Effective Date, User may submit one or more Orders to VoiceBros Following submission of each Order, VoiceBros. shall make commercially reasonable efforts to deliver to User the Digital Goods described in such Order on or before the Due Date set forth in such Order.

Section 3.2 Evaluation and Acceptance. Upon delivery of an Digital Good to User, User shall promptly review such Digital Good. User shall accept such Digital Good unless, in User's commercially reasonable discretion, such Digital Good does not materially conform to the description therefor set forth in the Order. Any Digital Good will be deemed accepted if VoiceBros has not received from User notice of rejection of the Digital Good within five business days after delivery thereof.

Section 3.3 Rejection. If User rejects a Digital Good as set forth above, such rejection must detail the material non-conformity with the description of such Digital Good in the Order. Upon any such rejection, (i) User shall not be required to pay for such Digital Good, (ii) User shall not use, copy, or publicly perform such Digital Good, (iii) any licenses for such Digital Good granted hereunder shall terminate, and (iv) User shall destroy any copies of such Digital Good. If such rejected Digital Good was created pursuant to a Pre- Paid Order, VoiceBros may, at VoiceBros's discretion (i) refund some or all of the payments made for such Order or (ii) provide User with credit towards future Orders.

Section 3.4 Order Termination. In the event VoiceBros has not delivered an accepted Digital Good by its applicable Due Date, User may terminate the corresponding Order. Such termination will be User's sole remedy for failure to deliver an accepted Digital Good. VoiceBros sole liability for failure to deliver an accepted Digital Good will be, in the case of an On-Acceptance Order, termination of the Order; and in the case of a Pre-Paid Order, refund of the fees paid for such Order, unless, in VoiceBros's sole judgment, User's rejection was not commercially reasonable (as required by Section 3.2).

Article 4

LICENSES

Section 4.1 User Materials. Subject to the terms and conditions of this Agreement, User will retain ownership of all materials submitted by User to VoiceBros, including but not limited to scripts for ordered Digital Goods. User hereby grants a non-exclusive, worldwide, perpetual license to VoiceBros to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of such materials.

Section 4.2 Digital Good Upon acceptance of the Digital Good, User will obtain ownership of the Digital Good. User hereby grants a non-exclusive, worldwide, perpetual license to VoiceBros to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of such materials.

Section 4.3 Software. VoiceBros shall deliver or make available the Software to User upon request. Subject to the terms and conditions of this Agreement, VoiceBros hereby grants to User a no-cost, revocable, nonexclusive, non-transferable, non sublicenseable, royalty-free right and license under all of VoiceBros's intellectual property rights in and to the Software, solely for the purpose of embedding the Software on User's website to view Digital Goods accepted by User in accordance herewith.

Section 4.4 Hosting. On User's request, and subject to the terms and conditions of this Agreement, including but not limited to Section 5.2(c), VoiceBros may provide the Hosting to User, solely for the purpose of hosting Digital Goods accepted by User in accordance herewith. VoiceBros shall make commercially reasonable efforts to keep the Hosting operational and functional in all material respects, but, as described in Article 9, will have no liability if the Hosting fails to operate or if VoiceBros otherwise ceases to provide the Hosting.

Article 5

FEES AND PAYMENTS

Section 5.1 Payment Mechanisms. VoiceBros shall have the right to invoice (or otherwise charge) User for fees described in the relevant Order. Unless otherwise stated in the Order, User shall pay such fees within 10 days after the date of invoice or charge, and all payments must be made in U.S. dollars.

Section 5.2 Late Payments. User shall: (i) pay a late fee of 1% per month, or the maximum rate allowed under law, whichever is less, on any balance overdue hereunder; and (ii) pay for the cost of collecting the past due payment, including any attorney's fees.

Section 5.3 Payment Details

On-Acceptance Orders. If an Order is an On-Acceptance Order, VoiceBros may invoice (or otherwise charge) User for payment if and when an Digital Good described in such Order is accepted as described in Section 3.2.

Pre-Paid Orders. If an Order is a Pre-Paid Order, VoiceBros may invoice (or otherwise charge) User for payment when such Order is received.

Hosting. If VoiceBros determines, in its reasonable commercial judgment, that the Hosting of a Digital Good is not in its best commercial interests, VoiceBros and User shall negotiate payment for the Hosting in good faith.

Section 5.4 Taxes. All payments required by this Agreement exclude all sales, value- added, use, on other taxes and obligations, all of which User shall pay in full, except for taxes based on VoiceBros's net income.

Article 6

CONFIDENTIAL INFORMATION

Section 6.1 General Definition. "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.

Section 6.2 Particular Confidential Information. API keys or tokens, account information, passwords, and other security-related credentials shall be considered Confidential Information.

Section 6.3 Obligation. The Receiving Party shall treat as confidential all of the Disclosing Party's Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Disclosing Party's Confidential Information to any third party, except to persons that have signed a nondisclosure agreement containing substantially the terms of this Article 6.

Section 6.4 Limitations. This Article 6 will not apply to any information that is already in possession of the Receiving Party, is independently developed by the Receiving Party, is received by the Receiving Party from a third party that has no relevant confidentiality obligation to the Disclosing Party, or becomes generally known and available through no action or inaction of the Receiving Party.

Article 7

INDEMNITIES

Section 7.1 User. User shall defend or settle, and pay any damages or agreed settlement amounts, any and all claims, demands, suits, actions or proceedings ( "Claims") brought against VoiceBros in connection with any Services provided hereunder, provided that VoiceBros promptly notifies User of any such Claim, allows User sole control of the defense or settlement thereof, and gives User reasonable assistance and information in connection with such Claim. User shall bring no Claim against VoiceBros. VoiceBros shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defense of such Claim; provided, however, that the expense of such counsel and such participation shall be borne by VoiceBros, and provided, further, that VoiceBros shall not settle any such Claim without the prior written consent of User.

Section 7.2 Infringement. If any Digital Good accepted by User in accordance herewith or the Software is held to infringe, and/or the distribution, performance, display, or use of any Digital Good accepted by User in accordance herewith or the Software is, or VoiceBros reasonably believes is likely to be, enjoined, (i) VoiceBros shall refund the fees paid for the same, (ii) User's license to the same shall terminate, (iii) User shall make no further use of the same, and (iv) User shall destroy all copies of the same under User's control.

Article 8

TERM AND TERMINATION

Section 8.1 Term. This Agreement will commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 8.

Section 8.2 Termination

For Convenience. User may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. VoiceBros may terminate this Agreement for convenience upon written notice at any time.

For Cause. Either Party will have the right to terminate this Agreement, or any Order then in effect, if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same.

Section 8.3 Effect of Termination. Upon the effective date of termination of this Agreement, any and all payment obligations of User under this Agreement will become due immediately.

Section 8.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Articles 5, 6, 7, 8, 9, and 10. Section 4.2 will survive any termination of the Agreement, except termination as a result of User's failure to pay fees for particular Digital Goods, in which case the license for such Digital Goods shall immediately terminate.

Article 9

LIMITATIONS OF LIABILITY

Section 9.1 Warranty Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USER ACKNOWLEDGES THAT THIRD-PARTY LICENSES MAY BE REQUIRED TO EXERCISE THE RIGHTS GRANTED HEREIN, INCLUDING PUBLIC PERFORMANCE RIGHTS. USER AGREES THAT IT HAS THE RESPONSIBILITY TO CLEAR AND OBTAIN ALL SUCH RIGHTS AND LICENSES.

Section 9.2 Exclusions. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR INTERRUPTION OF BUSINESS, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Section 9.3 Maximum Liability. VoiceBros's MAXIMUM AGGREGATE LIABILITY TO USER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY USER TO VoiceBros HEREUNDER FOR THE PRIOR 12-MONTH PERIOD.

Section 9.4 Basis of the Bargain; Failure of Essential Purpose. User acknowledges that VoiceBros has set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that such limitations, exclusions, and disclaimers will survive and apply even if any limited remedies are found to have failed of their essential purpose.

Article 10

GENERAL PROVISIONS

Section 10.1 Independent Contractors. It is the express intention of the Parties that VoiceBros is an independent contractor. Nothing in this Agreement will in any way be construed to: (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint ventures, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) allow either Party to create or assume any obligation on behalf of the other Party.

Section 10.2 Non-Solicitation. User acknowledges that the individuals whose voices are heard on the Digital Goods are a valuable asset to VoiceBros and are difficult to replace. Accordingly, User shall not, for the term of this Agreement and for a period of 12 months thereafter, employ or contract with any such individuals identified to User. The Parties agree that it would be difficult to determine the amount of actual damages to VoiceBros that would result from a breach of the foregoing provision. The Parties further agree that in the event User breaches the provisions of this Section 10.2, User shall pay VoiceBros liquidated damages of $25,000 for each such breach, which is the Parties estimate of the amount of damages to VoiceBros from such breach.

Section 10.3 Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either Party through binding arbitration. Arbitration will be conducted in California, under the rules and procedures of the American Arbitration Association ( "AAA" ). The Parties will request that AAA appoint a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment may be entered in and enforced by any court of competent jurisdiction.

Section 10.4 Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

Section 10.5 Assignment. User may not assign its rights or delegate its duties under this Agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of VoiceBros. Any attempted assignment or delegation without such consent will be void. VoiceBros may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.

Section 10.6 Force Majeure. Except for User's obligations to make payments, neither Party will be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such Party. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires and explosions.

Section 10.7 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. Terms and conditions on any User purchase order in addition to or different from those set forth herein are hereby rejected and shall be void and of no force or effect. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Creator agreement

Last updated: Apr. 14th, 2021

VOICEBROS IS WILLING TO ALLOW YOU TO CREATE DIGITAL GOODS ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE FOLLOWING TERMS. TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE, CLICK "I ACCEPT", AND PROCEED TO FILL OUT THE PAYMENT AND ORDER FORM. IF YOU DO NOT ACCEPT OR AGREE TO THESE LICENSE TERMS, CLICK "I DO NOT ACCEPT."

This Creator Agreement (this "Agreement"), effective as of the date you click the "I accept" button below ( "Effective Date"), is entered into by and between you ( “Associate" ) and VoiceBros Medya ve Prodüksiyon Ltd. Şti. a Turkish corporation having an office at Barbaros mah 2176 Sokak Yunus Apt altı Kapı No:4/c Yenişehir MERSİN 33150 Uray 9250768774

( VoiceBros ) (each, a "Party", and together, the “Parties").

WHEREAS, VoiceBros provides digital goods to its customers; and

WHEREAS, Associate wishes to provide digital goods, and VoiceBros desires to obtain digital goods from Associate to provide to its customers.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties agree as follows:

Article 1

DEFINITIONS

Digital Good means any good that can be delivered digitally including, but not limited, to audio files, texts, image files, illustration files, photographs, documents, video files, models, translations, software, and data sets, as described in an Order.

Customer means an entity that has asked VoiceBros to procure a Digital Good on its behalf.

Due Date means a due date for delivery to VoiceBros of an Digital Good as indicated in an Order.

Order means an order, whether submitted via the VoiceBros website or otherwise, including but not limited to description of Digital Goods, Due Dates, and payment terms.

Article 2

ACCOUNT

Section 2.1 Terms of Use. This Agreement incorporates by reference the terms of the VoiceBros Terms of Use available at https://voicebros.com/pages/terms-of-use ("TOU") and the VoiceBros Account Creation Agreement available at

https://voicebros.com/account-agreement. User hereby agrees to be bound by the TOU and the Account Creation Agreement.

If any terms of this Agreement and the TOU or Account Creation Agreement conflict, the terms of this Agreement will control.

Article 3

DIGITAL GOODS

Section 3.1 Orders. On or following the Effective Date, VoiceBros shall submit one or more Orders to Associate. Associate shall create and deliver to VoiceBros the Digital Goods described in such Order on or before the Due Date set forth in each such Order.

Section 3.2 Licensed Portions. Associate shall not deliver any Digital Good containing any material created or owned by any third party without first obtaining licenses therefor, and notifying VoiceBros in writing of the existence, content of, and licensing terms for, any such materials (such materials, the "Licensed Portion”).

Section 3.3 Evaluation and Acceptance. VoiceBros may, in its sole discretion, accept or reject each Digital Good delivered to VoiceBros hereunder.

Section 3.4 Rejection. Upon any rejection of an Digital Good by VoiceBros (i) VoiceBros shall not be required to pay for such Digital Good, (ii) Associate shall not use, copy, or publicly perform such Digital Good, and (iii) Associate shall destroy any copies of such Digital Good. As an exception to parts (ii) and (iii), if the rejection of such Digital Good occurs before the corresponding Due Date, and VoiceBros does not terminate the corresponding Order under Section 3.5 below, Associate may submit a new Digital Good under the same Order, and retain and use copies of the rejected Digital Good for the sole purpose of creating and submitting such a new Digital Good.

Section 3.5 Order Termination. If (i) an Digital Good is rejected, (ii) Associate has not delivered an accepted Digital Good by its applicable Due Date, or (iii) the relevant Customer terminates its order prior to Associate's delivery of an acceptable Digital Good hereunder, either Party may terminate the corresponding Order. Such termination shall be Associate's sole remedy for rejection of an Order.

Article 4

LICENSES AND ASSIGNMENTS

Section 4.1 Customer and VoiceBros Materials. Subject to the terms and conditions of this Agreement, VoiceBros or Customer, as appropriate, will retain ownership of all materials submitted or provided by Customer or VoiceBros to Associate, including but not limited to scripts for ordered Digital Goods. VoiceBros hereby grants a non-exclusive license to Associate to use, reproduce, and prepare derivative works of such materials, solely as necessary to create the Digital Good described in a corresponding Order.

Section 4.2 Assignment of Digital Good. Associate hereby irrevocably transfers, conveys, and assigns all right, title and interest, throughout the world, in and to all Digital Goods accepted hereunder ( \"Accepted Digital Good\") to VoiceBros.

Section 4.3 License of Other Materials. Associate hereby grants a fully-paid, royalty- free, sublicensable, non-exclusive, worldwide, perpetual license to VoiceBros and its third-party contractors to use, reproduce, publicly perform, publicly display, distribute, and prepare derivative works of any materials submitted to the VoiceBros website, including without limitation profile information, comments, and demonstration materials.

Section 4.4 Warranty. Associate hereby represents and warrants to VoiceBros that (i) except for the Licensed Portion, Associate is the exclusive creator and owner of any submitted Digital Goods, and (ii) use, copying, distribution, and public performance of all Accepted Digital Good (including the Licensed Portion) by VoiceBros, VoiceBros's licensees, Customer, or Customer's licensees, will not infringe any third-party rights.

Article 5

FEES AND PAYMENTS

Section 5.1 Payment. Associate may invoice VoiceBros for payment if and when an Digital Good described in such Order is accepted as described in Section 3.3.

Article 6

CONFIDENTIAL INFORMATION

Section 6.1 General Definition. "Confidential Information" means any information disclosed by VoiceBros to Associate pursuant to this Agreement that is marked "Confidential," "Proprietary," or should otherwise be known to be confidential.

Section 6.2 Particular Confidential Information. All materials submitted or provided by Customer to Associate, including but not limited to scripts for ordered Digital Goods, shall be considered Confidential Information.

Section 6.3 Obligation. Associate shall treat as confidential all Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, Associate shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Confidential Information to any third party.

Section 6.4 Limitations. This Article 6 will not apply to any information that is already in possession of Associate, is independently developed by Associate, is received by Associate from a third party that has no relevant confidentiality obligation to VoiceBros, or becomes generally known and available through no action or inaction of Associate.

Article 7

INDEMNITIES

Section 7.1 Associate. Associate shall indemnify and hold VoiceBros harmless from and against all cost, loss, liability, damage, and expense (including without limitation attorney's fees) arising out of or in connection with Associate's breach of any representation, warranty, or covenant set forth herein. Associate shall defend or settle, and pay any damages or agreed settlement amounts, any and all claims, demands, suits, actions or proceedings ( “Claims" ) brought against VoiceBros in connection with this Agreement, provided that VoiceBros promptly notifies Associate of any such Claim, allows Associate sole control of the defense or settlement thereof, and gives Associate reasonable assistance and information in connection with such Claim. Associate shall bring no Claim against VoiceBros, including but not limited to any Claim that VoiceBros is a talent agent or Associate's employer. VoiceBros shall have the right, but not the obligation, to be represented by counsel of its choice and to participate in defense of any such Claim.

Section 7.2 Infringement. If any Digital Good provided by Associate in accordance herewith is held to infringe, and/or the distribution, performance, display, or use of any Digital Good accepted by VoiceBros in accordance herewith is enjoined, Associate shall at its expense either (i) procure for VoiceBros, VoiceBros's licensees, Customer, and Customer's licensees the unrestricted right to use and otherwise exploit the infringing Digital Good, or (ii) provide a replacement Digital Good acceptable to VoiceBros that does not infringe.

Article 8

TERM AND TERMINATION

Section 8.1 Term. This Agreement will commence on the Effective Date and continue thereafter until terminated according to the provisions of this Article 8.

For Convenience. Associate may terminate this Agreement for convenience upon written notice at any time during which no Order is pending. VoiceBros may terminate this Agreement for convenience upon written notice at any time.

Section 8.3 Survival. The following provisions will survive any expiration or termination of the Agreement: Articles 4.2, 4.3, 4.4, 6, 7, 8, 9, and 10.

Article 9

LIMITATIONS OF LIABILITY

Section 9.1 Exclusions. VoiceBros WILL NOT BE LIABLE TO ASSOCIATE FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR INTERRUPTION OF BUSINESS, EVEN IF VoiceBros IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Section 9.2 Maximum Liability. VoiceBros'S MAXIMUM AGGREGATE LIABILITY TO ASSOCIATE RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY VoiceBros TO ASSOCIATE HEREUNDER FOR THE 12-MONTH PERIOD PRIOR TO THE ISSUE THAT GAVE RISE TO THE LIABILITY.

Section 9.3 Basis of the Bargain; Failure of Essential Purpose. Associate acknowledges that VoiceBros has set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and the exclusions of damages set forth herein, and that the same form an essential basis of the bargain between the Parties The Parties agree that such limitations, exclusions, and disclaimers will survive and apply even if any limited remedies are found to have failed of their essential purpose.

Article 10

GENERAL PROVISIONS

Section 10.1 Independent Contractors. It is the express intention of the Parties that Associate is an independent contractor. Nothing in this Agreement will in any way be construed to: (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as employers, employees, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, (iii) allow either Party to create or assume any obligation on behalf of the other Party, or (iv) provide Associate with any benefits or perquisites normally given to employees. Associate shall provide all equipment and facilities necessary to produce the Digital Goods.

Section 10.2 No Agency Relationship. It is the express intention of the Parties that VoiceBros is not a talent agency. Nothing in this Agreement will in any way be construed to (i) give VoiceBros the ability to negotiate with Customers on behalf of Associate or (ii) represent Associate to Customers.

Section 10.3 Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law). Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies) will be resolved at the request of either Party through binding arbitration. Arbitration will be conducted in California, under the rules and procedures of the American Arbitration Association ( "AAA"). The Parties will request that AAA appoint a single arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties, and judgment may be entered in and enforced by any court of competent jurisdiction.

Section 10.5 Assignment. Associate may not assign its rights or delegate its duties under this Agreement either in whole or in part, by operation of law or otherwise, without the prior written consent of VoiceBros. Any attempted assignment or delegation without such consent will be void. VoiceBros may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.

Section 10.6 Force Majeure. Neither Party will be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of such Party. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of deadly violence, earthquakes, floods, fires and explosions.

Section 10.7 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in counterparts, each of which will be deemed an original, but both of which together shall constitute one and the same instrument.