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Terms and Conditions of Contract and Agreement between audioeclips, L.L.C., henceforth referred to as "audioeclips," and Client, who agree as follows: Definitions: "Product" is any audio/video file or graphic produced by audioeclips and provided to Client. "Content" is spoken audio recorded by audioeclips and/or prerecorded spoken audio, music and/or sound effects provided by Client and used in the creation of the product. 1. Client is responsible for the selection of the appropriate content to achieve intended results and for the presentation, installation, use and results of that content. 2. Client is responsible for the quality of the individual presentation and delivery of all interview content as well as the original quality of all prerecorded audio content it provides to audioeclips. 3. Client recognizes and accepts the variables and limitations of telephone recordings and audio products designed for web and internet delivery, which may affect the finished audio quality of product. 4. Client is responsible for any and all expenses it may incur related to placement and maintenance of product on its website and delivery of that product via the web or internet. 5. Client is responsible for securing all necessary permissions to use copyrighted content and for any seen or unforeseen damages, claims or expenses resulting from authorized or unauthorized use of that content. 6. Client owns the copyright of its original content and products only. Use of any copyrighted music, sound effects, and/or graphics provided by audioeclips to Client and Client's web designer for any purposes other than originally contracted herein is strictly prohibited. 7. Audioeclips agrees to deliver products and services as outlined in the contract and represents that the products will meet the criteria required for utilization by the third party software for which it has been created. The Client's use of third party software is governed by such third party's license agreement, and audioeclips shall have no liability for Client's use of third party software or any damages that may result from that use. 8. Audioeclips reserves the right to refuse to produce any product with content including unauthorized copyrighted material, hate speech, profanity, sexual themes, calls to violence, promotion of illegal activities, accusations, threats, slander, negative political speech or any content audioeclips determines, in its sole judgment, could be offensive to the public, its clients, or future clients, or could harm the reputation of the company and its associates. 9. Audioeclips is not liable for any unforeseen, unintended or unauthorized third party use of or alteration of product or any consequences, including any damages to any person, business, organization or other entity, resulting from use or alteration of the product. This includes any products the Client places on its website, attaches to an email, or copies and distributes to any other parties, known or unknown. 10. Audioeclips is not responsible for Client's inability to utilize product due to any unforeseen actions by any individual, business, organization or legal entity, including unpublicized restrictions on delivery of specific file types as set by Client's Internet Service Provider. 11. Audioeclips is not liable for any special, incidental, indirect or consequential damages to Client whatsoever (including without limitation, damages for loss of profits, business interruption, corruption of files, loss of business information or any other pecuniary loss) regardless of cause or form of action, whether for contract, tort, negligence or trade practices arising out of Client's use of or inability to use the product. Audioeclips does not make, and has not made, any warranties to Client, express or implied, regarding the quality, fitness, usefulness or specifications of these products and services except as specified herein. 12. This contract is to be performed in Travis County, Texas and shall be interpreted in the courts of and by the laws of Texas. In the event this agreement results in litigation between the parties, the prevailing party in such an action shall be entitled to an award of its reasonable attorney's fees and costs of suit, in addition to any damages or other relief ordered by a court. Any written notices between the parties pursuant to this agreement shall be deemed delivered to the other if deposited in United States Postal Service, first-class mail. There are no binding oral agreements between the parties, and the contract reflecting the agreement of the parties hereto is the final expression of their agreement. 13. By clicking the "yes" button on the audioeclips.com "New Account Information and Contract" form, the person completing the form represents that he/she has full authority to do so. Remedies under this contract shall be cumulative and are in addition to any other remedies available at law or equity.
Kathleen Jenkins, President |