Terms of Service
Date of Last Revision: September 18, 2015
SpeakWrite, LLC (including its various affiliates and subsidiaries, “SpeakWrite“) provides a collection of services, products and resources to its customers related to the transcription of customer provided material and the use, storage and manipulation thereof (collectively, the “Services“). The following are the terms and conditions for use of the Services (the “Terms“), along with any amendments thereto and any operating rules or policies that may be published from time to time by SpeakWrite. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms.
1. Service and Terms
The Services are provided subject to these Terms and any operating rules or policies that SpeakWrite may publish from time to time (collectively, the “Agreement“). SpeakWrite may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) SpeakWrite’s email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Date of Last Revision” date at the top of the Terms, or (c) your continued use of the Services after SpeakWrite posts the updated Agreement to SpeakWrite.com. In addition, when using particular SpeakWrite services, Customer and SpeakWrite will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.
The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
Customer must complete an account creation form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the account creation form, and will update the information to keep it current. As part of the account creation process, Customer will identify an email address and password for Customer’s SpeakWrite account. Customer is responsible for maintaining the security of Customer’s account, passwords, and files, and for all uses of Customer’s account and of the Services in Customer’s name. SpeakWrite reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
2. Restrictions and Responsibilities
This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software“); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to SpeakWrite. SpeakWrite may use this information and any technical information about Customer’s use of this website to tailor its presentations to Customer, facilitate Customer’s movement through this website, or communicate separately with Customer. SpeakWrite will not provide information to companies Customer has not authorized, and SpeakWrite will not authorize the companies that get such information to sell and redistribute it without Customer’s prior consent.
Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information“) are owned by SpeakWrite and/or its third party sponsors, partners, and other co-branders (collectively, “Content Providers“), (b) the Proprietary Information contains valuable copyrighted material and is protected by U.S. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
SpeakWrite Trademarks. “SpeakWrite” and our logos (both words and design) either are trademarks, service marks, or registered trademarks of SpeakWrite or its Content Providers, and may not be copied, imitated or used, in whole or in part without SpeakWrite’s prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of SpeakWrite and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by SpeakWrite are the property of their respective owners.
Reservation of Rights. Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the Services or Proprietary Information. All rights not expressly granted by SpeakWrite in these Terms are hereby reserved by SpeakWrite. There are no implied rights.
3. Term and Termination
Customer may terminate this Agreement at any time.
SpeakWrite may terminate this Agreement or the Services at any time with or without cause, and with or without notice. SpeakWrite will have no liability to Customer or any third party because of such termination.
Upon termination or expiration of this Agreement by either party for any reason, (a) SpeakWrite will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to SpeakWrite for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
Upon termination or expiration of this Agreement by either party for any reason, SpeakWrite may delete any Customer archived data within 30 days after the date of termination.
4. Disputes Regarding Account or Site Ownership
The entity or person creating a SpeakWrite account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in an account. SpeakWrite is not obligated to, and will not, resolve any such disputes.
If multiple persons are claiming ownership of or rights in an account, and, in SpeakWrite’s sole judgment, there is uncertainty as to the ownership of or rights in such account, then SpeakWrite will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves SpeakWrite of all liability and obligations concerning the dispute and such account. If the disputing persons fail to resolve the dispute within what SpeakWrite, in its sole judgment, deems to be a reasonable time, then SpeakWrite, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such account will be obligated to pay all amounts due and comply with the then current SpeakWrite policy regarding transfers of accounts, if required, to transfer ownership of the account to the rightful owner. Failure of the rightful owner of such account to timely pay in full all of such amounts will be deemed a breach of these Terms and will subject the account to immediate termination.
5. Customer’s Name and Trademarks; Customer Feedback; Customer Submissions
Name and Trademarks. Customer hereby grants SpeakWrite a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks“) as are provided to SpeakWrite in connection with this Agreement (a) on SpeakWrite’s own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing SpeakWrite’s Services and (c) in applications reasonably necessary and ancillary to the foregoing.
Customer Content. Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (“Customer Feedback“), or (b) literary, artistic or other content, including but not limited to photos and videos (“Customer Submissions“) (Customer Feedback together with Customer Submissions, “Customer Content“). By providing Customer Content to SpeakWrite via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to SpeakWrite that (i) Customer has all necessary rights to distribute Customer Content via this website or via the Services found at this website, either because Customer is the author of the Customer Content and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Content, and (ii) Customer does not violate the rights of any third party.
License to SpeakWrite. SpeakWrite will have the right to use and disclose any Customer Content posted to SpeakWrite’s corporate websites for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for SpeakWrite’s use of any Customer Content. Customer’s provision of Customer Content is entirely voluntary and will not create any confidentiality obligation for SpeakWrite. By submitting Customer Content, Customer hereby grants SpeakWrite an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Content in any manner and for any purpose (including, but not limited to, commercial purposes) that SpeakWrite deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Content (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to SpeakWrite’s use of Customer Content posted to SpeakWrite’s corporate websites or submitted directly to SpeakWrite. The provisions in this Section are not intended to and do not have the effect of transferring any ownership (including intellectual property rights) Customer may have in content posted to Customer’s hosted sites or granting any license (including intellectual property rights) to content posted to Customer’s hosted sites (other than as necessary for SpeakWrite to host Customer’s sites and provide the Services). Customer will be solely responsible for any and all of the Customer Content that is submitted through Customer’s account, and the consequences of, and requirements for, distributing it.
SpeakWrite makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, “Discussion Areas“) or with respect to any messages, information, or materials contained in the Discussion Areas. Customer’s use of, or reliance upon, any such messages, information, or materials is at Customer’s sole risk and expense. SpeakWrite does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If SpeakWrite becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas’ policies promulgated by SpeakWrite from time to time or that SpeakWrite otherwise deems inappropriate in its sole discretion, SpeakWrite reserves the right to delete, move, or edit any such information or materials.
6. Export of Services or Technical Data
Customer may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
7. Fees and Payment; Upgrade, Downgrade and Cancellation of Services
Fees. In consideration of the Services provided, Customer will pay SpeakWrite all fees due according to the prices and terms listed on this website. SpeakWrite reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
Taxes. All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges.
Billing Policies and Cycles. All billing invoices and payment notifications will be maintained directly in Customer’s Account Portal.
Payment. A valid credit card is required for accounts to process payment. SpeakWrite will automatically charge Customer’s credit card on file based on Customer’s billing cycle (monthly, partial yearly or yearly, depending on the Services selected and billing terms for individual Services) until Customer validly terminates the Services.
Unpaid Accounts. Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not timely received, SpeakWrite may automatically revoke access to Customer’s account.
Disputed Charges/Billing Inquiries. It is Customer’s obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact SpeakWrite and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer’s agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
Cancellations. SpeakWrite Services will continue in effect until Customer validly terminates the Services.
8. Prohibited Practices
Illegal Activities. The use of the Services to engage in any activity that is determined by SpeakWrite, in its sole and absolute discretion, to be illegal is prohibited. SpeakWrite will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
Other Activities. Engaging in any activity that, in SpeakWrite’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, SpeakWrite’s business, operations, reputation, goodwill, customers and/or customer relations, or the ability of SpeakWrite’s customers to effectively use the Services is prohibited.
Governing Law; Jurisdiction. The laws of the State of Texas will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Travis County, Texas (USA). Customer agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND SPEAKWRITE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, SPEAKWRITE’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
LIMITATION OF LIABILITY. SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SPEAKWRITE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY SPEAKWRITE FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF SPEAKWRITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Indemnification of SpeakWrite. Customer agrees to defend, indemnify and hold SpeakWrite and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Customer’s breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from SpeakWrite’s own gross negligence or willful misconduct. SpeakWrite reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Waiver. The failure of SpeakWrite to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision.
Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or SpeakWrite.
Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind SpeakWrite in any respect whatsoever.
Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
Force Majeure. SpeakWrite will have no liability to Customer or any third party for any failure by SpeakWrite to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of SpeakWrite, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
10. Additional Service Specific Terms
In addition to the Terms above, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by SpeakWrite or its partners. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
SPEAKWRITE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES.