SpeakWrite Terms of Service

DATE OF LAST REVISION: AUGUST 10, 2017


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 (the “Terms”) for use of the Services, use of the website located at www.speakwrite.com and  other websites, social medial sites and mobile applications operated by SpeakWrite (collectively, the “Site”), along with any amendments thereto and any operating rules or policies that may be published from time to time by SpeakWrite. You (or the “Customer”) agree(s) 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

1.1

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 www.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.

1.2

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.

1.3

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.    Customer shall keep any correspondence Customer receives relating to or through the use of the Site (including, but not limited to, Customer’s user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party.  Customer will be responsible and liable for all communications and actions that take place through the use of Customer’s user-ids.  It is Customer’s responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent.

2. Restrictions and Responsibilities

2.1

This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. In addition, Customer hereby agrees:

  1. not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, grant a security interest in, or otherwise transfer any rights to, or commercially exploit, the Service or any documentation, training materials of instructional materials associated therewith (the “Documentation”)
  2. not to republish, upload, post, transmit or distribute all or any portion of the Service or the Documentation in any way;
  3. not to disrupt or interfere with the security of, or otherwise abuse, the Service, or any services, system resources, accounts, servers or networks connected to or accessible through the Service;
  4. not to knowingly or negligently permit other individuals or entities to use or copy the Service or the Documentation, or create Internet “links” to the Service or “frame” or “mirror” the Service on any other server or wireless or Internet-based device;
  5. not to access the Service or use the Documentation (i) to build a competitive product or service, (ii) to build a product using similar ideas, features, functions or graphics of the Service or the Documentation, (iii) to copy any ideas, features, functions or graphics of the Service or the Documentation, (iv) to monitor the availability, performance or functionality of the Service, or (v) for any other benchmarking or competitive purposes;
  6. not access the Service or use the Documentation if Customer sells or provides any service, software, or product that may compete with SpeakWrite’s services, software, or products;
  7. not to disrupt or interfere with any other user’s enjoyment of the Service or affiliated or linked websites;
  8. not to restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Service (except for tools for safety and security functions), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information;
  9. not to use or attempt to use another user’s account, service or system without authorization from the Institute, or create or use a false identity on this Service;
  10. not to attempt to probe, scan or test the vulnerability of a system, account or network of the Institute or any of its customers or suppliers, any Institute product or service, or those of any other party;
  11. not to attempt to obtain unauthorized access to the Service or portions of the Service which are restricted from general access; and
  12. not to attempt to use or gain unauthorized access to data, accounts, hosts, systems or networks of the Institute or any of its customers or suppliers, or those of any other party; breach the security of another user or system, or attempt to circumvent the user authentication or security of any host, network, or account, including, without limitation, accessing data not intended for you or logging into or making use of a server or account you are not expressly authorized to access.

In addition, Customer agrees to comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to Customer’s use of the Service and the Documentation. This Service is controlled and operated in the United States. If Customer is in a jurisdiction which restricts access to the Service, Customer agrees not to access or use the Service. SpeakWrite makes no representation that the Service is appropriate or available for use outside the United States.

2.2

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms, SpeakWrite’s published privacy policies or otherwise furnished to Customer (the “Privacy Policy“) and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). Customer may not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. Customer hereby agrees to indemnify and hold harmless SpeakWrite and its Content Providers (defined below) and the respective directors, officers, employees and agents of each against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing. Although SpeakWrite has no obligation to monitor the content provided by Customer or Customer’s use of the Services, SpeakWrite may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3

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.

2.4

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 the Site to tailor its presentations to Customer, facilitate Customer’s movement through the Site, 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.

2.5

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, and Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.

2.6

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.

2.7

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 the Site, 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

3.1

Customer may terminate this Agreement at any time.

3.2

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.

3.3

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.

3.4

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

4.1

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.

4.2

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 Content; Confidential Information

5.1

Name and Trademarks. Customer hereby grants SpeakWrite a non-exclusive right and license to use Customer’s name and 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, and (b) in printed and online advertising, publicity, directories, newsletters, and updates describing SpeakWrite’s Services.

5.2

Customer Content.  Customer may from time to time upload content and materials to the Site which are intended to be processed through the Services (collectively, the “Customer Work Product” and, in addition, Customer may post, publish, share, store or manage (a) ideas, opinions, recommendations, feedback or advice or (b) literary, artistic or other content, including, but not limited to, photos and videos that are not intended to be processed through the Services but that are, for example, in response to blog posts or message boards (collectively “Customer Submissions” and, together with the Customer Work Product, the “Customer Content”).  Customer hereby represents and warrants that it has all necessary rights to distribute the Customer Content, 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) SpeakWrite’s use of the Customer Content does not violate the rights of a third party.

5.3

License to SpeakWrite.  By submitting or uploading Customer Work Product, Customer hereby grants SpeakWrite a non-exclusive license to copy, display, upload, perform, store, modify and otherwise use the Customer Work Product solely in connection with the operation of the Services on Customer’s behalf, in any form or technology.  Customer will be solely responsible for any and all of the Customer Work Product that is submitted or uploaded through the Site or in connection with the Services, and the consequences of, and requirements for, distributing it.

5.4

Customer Submissions.  By submitting or uploading Customer Submissions, Customer hereby grants SpeakWrite a non-exclusive license to copy, display, upload, perform, store, modify and otherwise use the Customer Submisions for any purpose, in any form or technology.  All Customer Submissions (excluding any content that Customer provides to SpeakWrite for the purpose of providing the Services) are non-confidential and may be used by SpeakWrite for any purpose.

5.5

Confidential Information.  Any Customer Work Product will be Customer’s “Confidential Information,” except to the extent such documents (a) are known to SpeakWrite prior to receipt from Customer from a source other than one having an obligation of confidentiality to Customer; (b) become known (independently of disclosure by Customer) to SpeakWrite directly or indirectly from a source other than one having an obligation of confidentiality to Customer; or (c) become publicly known or otherwise cease to be secret or confidential, except through a breach of this section by SpeakWrite. SpeakWrite will use the Confidential Information solely for the purpose of providing the Services to Customer (the “Permitted Purpose”). SpeakWrite will not, without Customer’s prior consent, disclose to any third party Customer’s Confidential Information, other than furnishing such Confidential Information to our directors, officers, employees, agents, consultants, contractors, representatives or affiliated entities who need to have access to such Confidential Information in connection with the Permitted Purpose. SpeakWrite will use at least reasonable care to protect the confidentiality of Customer’s Confidential Information. In the event that SpeakWrite is required by law to make any disclosure of any of Customer’s Confidential Information, by subpoena, judicial or administrative order or otherwise, SpeakWrite will use commercially reasonable efforts to give Customer notice of such requirement (to the extent legally permissible) and will permit Customer to intervene in any relevant proceedings to protect Customer’s interests in its Confidential Information.

5.6

Discussion Areas.  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. Procedure for Making Claims of Copyright Infringement

6.1

SpeakWrite respects the intellectual property rights of others, and requires that the people who use the Services do the same. It is SpeakWrite’s policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible through the Service in a way that constitutes copyright infringement, you may notify SpeakWrite by providing its copyright agent with the following information in writing:

  • The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing and information reasonably sufficient to permit SpeakWrite to locate the material;
  • Your name, address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
  • If SpeakWrite receives such a claim, SpeakWrite reserves the right to refuse or delete material as described under these terms.

 

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 (“DMCA”) is:

 

SpeakWrite, LLC

6011 West Courtyard Drive, Suite 450

Austin, Texas 78730

Attn: Copyright Infringement

 

After receiving a claim of infringement, SpeakWrite will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, SpeakWrite will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. SpeakWrite will take reasonable steps promptly to notify the user that it has removed or disabled access to such material.

 

Upon receipt of a proper counter notification under the DMCA, SpeakWrite will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that SpeakWrite will replace the removed material or cease disabling access to it in 10 business days. Unless SpeakWrite’s designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Services, SpeakWrite will replace the removed material and cease disabling access to it.

 

You may provide SpeakWrite with a counter notification by providing SpeakWrite’s copyright agent the following information in writing:

  • Your physical or electronic signature;
  • 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;
  • 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;
  • 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 your address is located, or if your address is outside of the United States, for any judicial district in which SpeakWrite may be found and that you will accept service of process from the person who provided the initial notification of infringement.
7. Export of Services or Technical Data

7.1

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.

8. Fees and Payment; Upgrade, Downgrade and Cancellation of Services

8.1

Fees. In consideration of the Services provided, Customer will pay SpeakWrite all fees due according to the prices and terms listed on www.speakwrite.com. SpeakWrite reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on www.speakwrite.com 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.

8.2

Taxes. All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges.

8.3

Billing Policies and Cycles. All billing invoices and payment notifications will be maintained directly in Customer’s Account Portal.

8.4

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.

8.5

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.

8.6

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.

8.7

Cancellations. SpeakWrite Services will continue in effect until Customer validly terminates the Services.

9. Prohibited Practices

9.1

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.

9.2

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.

10. Miscellaneous

10.1

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.

10.2

WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THE SITE AND THE SERVICES FOUND AT THE SITE WILL BE AT ITS OWN RISK AND THAT THE SITE AND THE SERVICES FOUND AT THE SITE 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 THE SITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE, AND/OR (D)) THE SERVICES FOUND AT THE SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE, 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 THE SITE OR THE SERVICES FOUND AT THE SITE. 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 THE SITE OR THE SERVICES FOUND AT THE SITE.

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 THE SITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

10.3

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 THE SITE OR THE SERVICES FOUND AT THE SITE 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 THE SITE 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 THE SITE OR THE SERVICES FOUND AT THE SITE.

10.4

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 THE SITE OR THE SERVICES FOUND AT THE SITE.

10.5

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.

10.6

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.

10.7

Entire Agreement. If Customer has not entered into another agreement with SpeakWrite regarding the subject matter contained herein, then these Terms comprise the entire agreement between Customer and SpeakWrite and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. However, if Customer and SpeakWrite have entered into another agreement regarding the subject matter set forth herein that is a written and signed agreement between Customer and SpeakWrite, then these Terms should be read and interpreted in conjunction with such agreement and, in the event of a conflict between these Terms and a written, signed agreement between the parties, the written, signed agreement shall govern and control.

10.8

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.

10.9

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.

10.10

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.

11. 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.

11.1

Third Party Services, Websites, Links and Information. SpeakWrite or its personnel may from time to time recommend or enable third party software, products, services or website links, or social media sites for Customer’s consideration or use. Such software, products, services, and links are provided only as a convenience to customers of the Services. Some of the Services made available through the Site may be subject to additional third party licensing terms or third party terms of use, including the ones posted here and incorporated herein by reference. Inclusion of any of the foregoing in the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with SpeakWrite with respect to any third party, any third party’s website or mobile application or its content, or any information, products, or services provided by a third party.

These Terms and the Privacy Policy do not apply to such third party websites and third party applications (including social media applications), and Customer should review such third party websites’ privacy policies, terms and conditions and business practices as they may be different than SpeakWrite’s Terms and it is Customer’s sole responsibility to comply with such third party terms. Access to any other website or application is at Customer’s own risk, and Customer’s dealings and communications with any third party in connection with such third party’s website or application are solely between Customer and such third party.

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.

12. Support and Contacts

If you have questions regarding this Agreement, please contact SpeakWrite at (800) 828-3889.