WEBSITE TERMS AND CONDITIONS OF USE

Last Modified: December 9, 2021

Acceptance of the Terms and Conditions

Welcome to www.vocalcombat.com, a website owned and operated by D’Arcy Smith Voice Services LLC (“Company,” “we,” “us” or “our”) and the directors, members, employees, and related entities of Company (“Affiliates”). The following terms and conditions (together with any documents referred to in them) (collectively, these “Terms and Conditions”) govern your access to and use of, www.vocalcombat.com, any external widgets, or our corresponding application programming interfaces (API’s) (collectively, the “Website”) and any content, links, functionality, features, products, services, materials or other items (including, but not limited to, all information, data, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) offered or obtained on or through the Website (collectively, “Content”).

Please read the Terms and Conditions carefully before you (“you” or “your”) start to use the Website. By visiting or using the Website you agree to be bound and abide by these Terms and Conditions and our Privacy Policy, found at www.vocalcombat.com, incorporated here by reference. If you do not agree to these Terms and Conditions or the Privacy Policy, you must exit the Website.

Description of Services

The Website provides introductory access to Company’s specialized vocal training system (“vocal combat”), and experienced team of vocal coaches. It includes information regarding vocal combat, which focuses on preparing actors for vocally aggressive performances. The Website provides online applications for both one-on-one and group training lessons.

Lesson prices are agreed to at the time of payment for the number of lessons purchased. Lesson prices vary by type and are subject to change at any time.

Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion. By continuing use of the Website following the posting of revised Terms and Conditions, you agree to be bound and abide by any changes. Any changes to the dispute resolution procedures set forth below in Section 15 (Governing Law; Venue) shall not apply to any disputes for which you and the Company had actual notice as of the date the change was posted on the Website. 

Website Access

1. Legal Age.  If you are not of legal age to form a binding contract (in many places, this is 18 years old), then you must get your parent or guardian to read these Terms and Conditions and agree to them for you, before you use this Website or provide any information to us. You must review these Terms and Conditions with your parent or guardian, so that you both understand how the Website works and what restrictions apply to your use of our Website.

2. Withdrawal, Amendment or Unavailability of Website.  We may withdraw, change, or amend this Website and its Content in our sole discretion at any time without notice. You must not hold us responsible or liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access by you or other users to some parts of the Website, or the entire Website, or close the Website indefinitely. From time to time, we may amend the Website. Any of the Content on the Website may be out of date at any given time, and we may choose not to update such Content. 

3. User Information.  We may require you to provide certain information as a condition for your access to the Website or some of the resources it offers. All information you provide on the Website must be correct, current, and complete. You must use caution when providing personal information on the Website from a public or shared computer so that others are not able to view or record your personal information.

4. Reliance on Content Posted. You understand and acknowledge that the Content presented on or through the Website is made available solely for general information purposes. We do not guarantee or warrant the accuracy, completeness, or usefulness of this Content. You must assume all risk for any reliance you place on such Content. You must not hold us responsible or liable for any reliance placed on such Content by you or any other visitor to the Website, or by anyone who may be informed of any of its Content.

Restrictions on UsE

Use of Website.  You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You must not use the Website:

1. In any way that violates any applicable federal, state, local and international law, or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries). 

2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

3. To transmit, or procure the sending of, any advertising, promotional material, or any other similar solicitation, without our prior written consent.

4. To impersonate or attempt to impersonate the Company, another user, or any person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).

5. In any way that could disable, overburden, damage, or impair the Website or interfere with any other user's use of the Website, including their ability to engage in real time activities through the Website.

6. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or other users of the Website or expose them to liability.

Interference with Website.

Additionally, you must not:

1. Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including to monitor or copy any of the Content on the Website.

2. Use any manual process to monitor or copy any of the Content on the Website or for any other unauthorized purpose without our prior written consent.

3. Use any device, software or routine that interferes with the proper working of the Website.

4. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. 

6. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

7. Otherwise attempt to interfere with the proper working of the Website or its Content.

Geographic Restrictions. 

The owner of the Website is based in the State of Ohio in the United States. You understand and acknowledge that: (i) we provide this Website for use only by persons located in the United States; and (ii) access to the Website may not be legal by certain persons or in certain countries. We do not represent or warrant that the Website or any of its Content is accessible or appropriate outside of the United States. If you access the Website from outside the United States, you do so of your own initiative and must comply with any applicable laws in that jurisdiction.

Intellectual Property Rights

Ownership by Company. 

You understand and acknowledge that: (i) the Website and its Content are owned by the Company, its Affiliates or other providers of such Content and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (ii) the Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its Affiliates; (iii) all other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners; and (iv) no right, title or interest in or to the Website or any Content on the Website is transferred to you. You must not use such marks and other Content without the prior written consent of the Company or their respective owners. We reserve all rights not expressly granted herein.

Restrictions on Use of Website Content. 

You may use the Website for your personal, non-commercial use or legitimate business purposes related to your role as a current or prospective customer, supplier, or distributor of the Company. You must not:

1. Copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content on our Website, except to: (1) store copies of such Content temporarily in Random Access Memory (RAM); (2) store files that are automatically cached by your web browser for display enhancement purposes; or (3) print a reasonable number of pages of the Website for a permitted use.

2. Modify copies of any Content from the Website. 

3. Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

4. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Content from the Website.

5. Reproduce, sell or exploit for any commercial purposes any part of the Website, access to the Website or use of the Website or its Content. 

Request for Permitted Use. 

If you wish to make any use of Content on the Website other than that set out in this section, please address your request to: darcysmithvoice@gmail.com. Company may accept or deny such requests at its sole discretion. 

Unauthorized Use. 

If you print, copy, modify, download, or otherwise use any part of the Website in breach of these Terms and Conditions: (i) we may terminate your right to use the Website immediately; and (ii) you must, at our option, return or destroy any copies of the Content you have made. You understand and acknowledge that any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.

Infringement of Your Intellectual Property

Digital Millennium Copyright Act Notice. 

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Website, please contact us and notify our designated agent (“DMCA Agent”), as set forth in the Digital Millennium Copyright Act of 1998 (17 U.S.C. §512), also known as the DMCA. You understand and acknowledge that: (i) other users or third parties may also submit DMCA notices in regard to your own contributions if applicable; and (ii) we must respond promptly by removing the allegedly infringing material from the Website. We may contact the user from which any allegedly infringing contributions originated about your DMCA notice. For your notice to be effective under the DMCA, you, or a person authorized to act on your behalf, must provide to our DMCA Agent substantially the following information in writing: 

1. A physical or electronic signature of a person authorized to act on your behalf.

2. 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.

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

5. A statement that you 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.

6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Digital Millennium Rights Act Counter-Notice. 

If you believe that s posted on the Website was mistakenly removed, you may file a counter-notice under the DMCA. You understand and acknowledge that: (i) other users or third-parties may also submit DMCA counter-notices in regard to your own DMCA notice; and (ii) we must respond promptly by replacing the removed material not less than 10, nor more than 14 business days following receipt, unless you submit notice to our DMCA Agent that you have filed an action seeking a court order to restrain the allegedly infringing activity. We may contact the user or third-party from which the DMCA notice originated about your DMCA counter-notice. For your counter-notice to be effective under the DMCA, you, or a person authorized to act on your behalf, must provide to our DMCA Agent substantially the following information in writing:

1. Your physical or electronic signature.

2. 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 to it was disabled.

3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the Company may be found, and that you will accept service of process from the party who provided notification under subsection (c)(1)(C) or an agent of such party.

False Claims. 

We do not tolerate false claims of infringement. You understand and acknowledge that the DMCA makes complaining parties liable for materially misrepresenting in a notice or counter-notice that Content is infringing an exclusive right or were removed by mistake.  

Information About You and Your Visits to the Website

You understand and acknowledge that: (i) all information we collect on this Website is subject to our Privacy Policy; and (ii) by using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Website Linking

1. Linking to the Website.  You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must cooperate with us in causing any unauthorized framing or linking immediately to cease. We may withdraw linking permission without notice.

2. Linking from the Website.  You understand and acknowledge that: (i) if the Website contains links to other sites or applications and resources provided by third-parties, these links are provided for your convenience only (including links contained in advertisements and sponsored links); (ii) we have no control over the contents of those sites, applications, or resources; (iii) if you decide to access any of the third-party websites or applications linked to this Website, you do so entirely at your own risk and are subject to the terms and conditions of use for such websites and applications. You must not hold us responsible or liable for such links or for any loss or damage that may arise from your use of them.

Disclaimer of Warranties

The Company and its Affiliates do not guarantee or warrant, expressly or impliedly: (i) the completeness, security, reliability, quality, accuracy or availability of the Website or its Content; (ii) that the Website or its Content are free of viruses or other destructive code; or (iii) that the Website or its Content shall otherwise meet your needs or expectations. The Company disclaims all warranties of any kind, either express or implied, statutory or otherwise, including, but not limited, to any warranties of merchantability, non-infringement, and fitness for a particular purpose. The foregoing shall not affect any warranties which cannot be excluded or limited under applicable law. 

Assumption of Risk

You must assume all risk associated with your use of the Website or its Content. You must implement sufficient procedures and checkpoints to satisfy your particular requirements for: (1) anti-virus protection; (2) accuracy of data input and output; and (3) maintaining a means external to our Website for any reconstruction of any lost data. 

Limitation on Liability

You must not hold the Company or its Affiliates responsible or liable for any loss or damages of any kind, under any legal theory, arising out of or in connection with your use of, or inability to use, the Website or its Content including, but not limited to: (i) damages resulting from a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material; (ii) direct, indirect, special, incidental, consequential and punitive damages; and (iii) personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, and loss of data. You must not hold the Company or its Affiliates responsible or liable for such loss or damages regardless of whether they are caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.  

Indemnification

You must defend, indemnify, and hold harmless the Company and its Affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) resulting from your violation of these Terms and Conditions or your use of the Website or its Content other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Website. If the Company suspects that you have breached these Terms and Conditions, the Company may investigate the matter. You must hold harmless the Company from any and all claims arising out of: (1) any action taken by the Company during or as a result of its investigations; and (2) any actions taken as a consequence of investigations by either the Company or law enforcement authorities. 

Governing Law; Venue

Without regard to its choice or conflict of law principles, Ohio law governs all matters with respect to these Terms and Conditions. You and the Company submit to the exclusive jurisdiction of the Ohio state courts in Hamilton County, Ohio, or federal courts in the Southern District of Ohio for any and all actions or proceedings arising out of or relating to these Terms and Conditions, with the exception that we may bring any action or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You must waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

You must commence any cause of action or claim you may have arising out of or relating to these Terms and Conditions or the Website or its Content within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. 

Waiver

The waiver, delay, or failure by the Company in exercising any right, power, or privilege granted by any provision of these Terms and Conditions at any time shall not operate as a continued waiver or preclude the further exercise of any right, power, or privilege granted to the Company by that provision or any other provision of these Terms and Conditions.

Severability

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall not be terminated but shall be modified to the maximum extent enforceable by law. If a provision cannot be modified to a satisfactory degree in the judgment of such court, the remainder of these Terms and Conditions shall continue in full force and effect. 

Entire Agreement

These Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and D’Arcy Smith Voice Services, LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website. 

Your Comments and Concerns

This Website is operated by D’Arcy Smith Voice Services, LLC. All feedback, comments, requests for technical support, notices of copyright infringement claims and other communications relating to the Website should be directed to: Email: darcy@vocalcombat.com