These terms govern your use and our provision of the ScribeWare software (“Application”), as well as Applications we make available on third-party sites and platforms if these terms are disclosed to you in connection with your use of the Application. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APPLICATION.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.
1. Contract between You and Us
This is a contract between you and ScribeWare, LLC (“we”, “us” or “SW”), or between you and whatever company you may represent (“you”). You must read and agree to these terms before using the Application. If you do not agree, you may not use the Application. These terms describe the limited basis on which the Application are available and supersede prior agreements or arrangements.
We may amend these terms. Any such amendment will be effective thirty (30) days following either our transmission of a notice to you or our posting of the amendment on the Application. If you do not agree to any change to these terms, you must discontinue using the Application.
We may immediately terminate this contract with respect to you (including your access to the Application) if you fail to comply with any provision of these terms.
2. The Application
The Application is our copyrighted property and all trademarks, service marks, trade names, trade dress and other intellectual property rights in the Application are owned by us. Except as we specifically agree in writing, no element of the Application may be used or exploited in any way other than as part of the Application offered to you. You may own the physical media on which elements of the Application are delivered to you, but we retain full and complete ownership of the Application. We do not transfer title to any portion of the Application to you.
Software License Grant
For so long as you are in compliance with these Terms and have paid any applicable subscription fees, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Application for your personal or commercial use.
You may not circumvent or disable any content protection system or digital rights management technology used with any Application; decompile, reverse engineer, disassemble or otherwise reduce any Application to a human-readable form; remove identification, copyright or other proprietary notices; or access or use any Application in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands. You may not access or use any Application in violation of United States export control and economic sanctions requirements.
Disclaimers and Limitation on Liability
THE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS. WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO QI DURING THE SIX (6) MONTH PERIOD PRECEDING SUCH DAMAGE OR CLAIM.
THESE DISCLAIMERS AND LIMITATIONS DO NOT LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE.
Changes to the Application
The Application is constantly evolving and may change over time. If we make a material change to the Application, we will provide you with reasonable notice and you will be entitled to terminate this contract.
Third-Party Services and Content
If you access the Application using an Apple® iOS, Android™ or Microsoft® Windows-powered device, Apple Inc., Google, Inc. or Microsoft Corporation, respectively, you agree that your access to the Application using these devices also shall be subject to the usage terms set forth in the applicable third-party’s terms of service.
When you access the Application through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply.
3. Your Content and Account
The Application allows you to store data and information generated during your use of the Application (“User Data”). We will not use or access your User Data other than as needed to support your use of the Application including, if available, cloud-based storage of your user Data. In the event that you terminate this Agreement or wish to terminate your subscription, you will be responsible for exporting any of your User Data and retaining any back-ups of such User Data. Following termination or revocation of your license for any reason, you will be permitted to use any data generated through use of the application, but will not be able to access that data through the Application itself. SW may retain a copy of any User Data or files containing such User Data for archival and record retention purposes as needed to comply with any state or federal requests or regulations that may be applicable to the Services.
Additionally, in the event that you elect to use one or more Services that by their nature require disclosure of such User Data to a third party (such as the transmission of electronic reports to a third party), you expressly consent to SW’s sharing of such information provided you approve it via the Application prior to such transmission.
You are required to create an account to activate the Application. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details. You agree that we may take steps to verify the accuracy of information you provide, including confirming your contact information.
Passwords and Security
You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving the Application.
The security, integrity and confidentiality of your information is extremely important to us. We have implemented technical, administrative and physical security measures that are designed to protect your information from unauthorized access, disclosure, use and modification.
4. Paid Transactions
Your use of the Application requires a paid subscription. By signing up for a subscription, you agree that your subscription will be automatically renewed. Unless you cancel your subscription at least five (5) business days prior to such renewal, you authorize us to charge your payment method for the renewal term. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you at the time of sale. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal. You may cancel your subscription by sending us a termination request to email@example.com. We will not refund fees that may have accrued to your account and will not prorate fees for a cancelled subscription.
Additionally, in the event the SW offers new or additional Services, the billing for those Services may include one-time fees or additional recurring fees that will be expressly disclosed and confirmed by you prior to incurring such charges. You may terminate or cancel such additional Services in whole or in part by following the process outlined in the “Right of Cancellation” section below specifying what Services you wish to terminate.
From time to time, we may offer a free trial subscription for the Application. If you register for a free trial subscription, we will begin to bill your account when the free trial subscription expires, unless you cancel your subscription before that time.
The Order Process
You will have the opportunity to review and confirm your order, including payment method and subscription details. We will send to you a notice when we accept your order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to you at the time we send the notice.
We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to activation, we will refund your payment.
Your payment information is retained by a third party payment processor. Any questions regarding your account or billing can be emailed to firstname.lastname@example.org.
Payments and Billing
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information.
Right of Cancellation
When you subscribe to an Application, you have the right to withdraw from your contract within seven (7) days after your receipt and acceptance of these terms and you will receive a full refund of the subscription fee paid. For semi-annual and annual subscriptions, if notice of cancellation is received within the first fourteen (14) days following the first day of initial billing, you will receive a refund of the subscription fees paid, but will still be obligated to pay other charges incurred. Notices of withdrawal or cancellation must be sent to the following email address: email@example.com
We may revise the pricing for products and services we offer. If you pay a periodic subscription fee for the Application, we will provide you with reasonable notice of changes to the fees or billing methods in advance of their effective date and you will be able to cancel your subscription prior to such change. When you place your order, we estimate the tax and include that estimate in the total for your convenience. The actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of renewal, regardless of when the order was placed.
5. Additional Provisions
Submissions and Unsolicited Ideas Policies
In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type.
Electronic Signature Requirements
In the event that you elect to utilize the electronic signature services provided by SW, You agree to the terms of the e-sign disclosure presented at the time such signature is presented to your customer or their respective designated representative (“Recipient”) including timely response to Recipients request to receive paper copies of documents for which signature was requested, an election withdraw consent to conduct business electronically and to update their contact information to receive any additional documents, notices, or disclosures electronically or in writing. Per the terms of the e-sign disclosure terms presented to a Recipient, they are required to initiate such request by contacting you by telephone, postal mail, or by sending an email to the Sending Party with the following subjects:
“Requesting Paper Copies” Recipient must provide their name, email, telephone number, postal address and document title.
“Withdraw Consent” Recipient must provide their name, email, date, telephone number, postal address.
“Update Contact Information” Recipient must provide their prior and updated name, email, telephone number and postal address.
You may charge a fee for such services at your discretion. In the event you request or require SW assistance fulfilling such request, any time or expenses incurred by SW in connection with such assistance may require payment of additional fees that will be disclosed to you prior to fulfilling your request.
Choice of Forum
You agree that any action at law or in equity arising out of or relating to these terms or the Application shall be filed, and that venue properly lies, only in the state or federal courts located in Seattle, Washington, and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
Choice of Law
These terms are governed by and construed in accordance with the laws of the State of Washington and the laws of the United States, without giving effect to any conflict of law principles.
Binding Arbitration and Class Action Waiver
You and SW agree to arbitrate all disputes between you and SW, except disputes relating to the enforcement of SW’s intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and us concerning the Application or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis.
In the event of a dispute, you or SW must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to firstname.lastname@example.org. We will send any notice of dispute to you at the contact information we have for you. We will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
If we are unable to resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party will be responsible for their share of any arbitration fees and related expenses.
Arbitration will take place at any reasonable location convenient for you including, if permitted, by phone or other remote communications means.
If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
Order of Precedence
In the event that you elect to receive one or more additional Services during the term of tis Agreement, such Services may be subject to additional terms and conditions that may be applicable to such Services including approval of payment for fees and/or consent to one or more additional actions by SW. In the case of a conflict between these terms and such additional terms and conditions, such additional terms and conditions shall apply but only with respect to such additional Services. In all other cases, these terms shall be the exclusive terms governing the provision of the Application and Services.
The provisions of these terms that, by their nature should survive the termination of these terms, shall survive such termination including any provisions relating to intellectual property ownership, restrictions and any applicable Disclaimers.
No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.