By continuing to use this portal and any of its associated services and features, you indicate your unconditional acceptance of the following Terms of Service (“Agreement”). Please read them carefully, as they may have changed since your last visit. This Agreement applies to all online services and features accessed through this login unless otherwise indicated.
Scope of Service
Verb8tm (“Verb8tm” or “we”) maintains this portal (“Portal”) as a service to clients (“Client” or “you”) who access Verb8tm’s automatic transcription tool (“Auto Tool”) and use the Auto Tool for converting audio files (including audio files within video files) to text, consistent with the terms of this Agreement. The term “Portal” includes Verb8tm’s Auto Tool Portal and all services and features available on that site. Client is responsible for obtaining any equipment and Internet service necessary to access the Portal. The term “Services” includes the Auto Tool, any transcripts or other products we may provide to you and an editor that allows Clients to verify and correct transcripts. By continuing to use the Portal, you acknowledge and agree that you may be using software or services owned and provided by Verb8tm or third parties from which Verb8tm obtains such software and services.
The Auto Tool and this Portal are new Verb8tm offerings. We are still testing and refining the Services. Your feedback will help us make the Portal more effective and useful for our Clients.
Verb8tm may alter, suspend, or discontinue this Portal in whole or in part, at any time and for any reason, without notice. The Portal may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
When you register with us and choose a password to protect your secure account, you are responsible for maintaining the confidentiality of your password. If you become aware of any unauthorized use of your account, you must notify us and you should change your password immediately. You are solely responsible for all activities that occur under your password and/or account. You shall not permit anyone else to use your account.
Fees
Client acknowledges that Verb8tm bills per hour of recorded audio and not on page count, number of characters, or work hours. To use the Services, you will be required to make one or more payments and provide Verb8tm information regarding your credit card or other payment details and information. You represent and warrant to Verb8tm that such information is true and that you are authorized to provide payment using your designated payment method. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Verb8tm the amount that is specified for the Service as agreed or otherwise in accordance with this Agreement. You hereby authorize Verb8tm, Inc. to charge the credit card you have supplied to Verb8tm on a periodic basis for the amount due for work you have authorized Verb8tm to perform on your behalf. This recurring payment authorization shall remain in force until cancelled by you in writing. You do not own the Services and are prohibited from using the Services in any way until payment for Services has been rendered in full.
Verb8tm may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Verb8tm thirty (30) days after the mailing date of the invoice, or the Services may be suspended. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection including attorney’s fees. If you dispute any charges you must let Verb8tm know in writing within twenty (20) days after the date that Verb8tm invoices you. We reserve the right to change Verb8tm’s prices. If Verb8tm does change prices, Verb8tm will provide notice of the change in an email to you or on the Portal. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with your use of the Service or Portal including all sales, use, value-added, or similar taxes.
Verb8tm may offer promotional offers from time to time. These promotions may be subject to expiration dates and may only be applicable to selected Clients of the Portal. Verb8tm reserves the right to remove credit from a Client’s account or end a promotion without notice if, at the sole discretion of Verb8tm, it believes a Client is not acting in good faith in relation to the terms of the promotion.
Through the Portal, Clients will upload audio files (“Source Material”) for automatic transcription. While Verb8tm does its best to provide the most accurate transcript possible per your accuracy requirements, regardless of the quality of audio, client should be aware that audio quality may impact the quality of the transcript and cause it to drop in accuracy.
All Source Material is subject to Verb8tm’s acceptance, which it may exercise in its sole and absolute discretion. Verb8tm has the right to reject, in its sole and absolute discretion, any Source Material for any reason whatsoever, including without limitation that it is considered to be of such poor quality that: (i) transcription is not possible or (ii) the project is beyond Verb8tm’s resources.
Client agrees to not hold Verb8tm liable for any loss of, damages to or destruction of any Source Material, including those that may occur in transmission electronically.
Portal Content
Clients have a personal, non-transferable, non-exclusive right to access and use the Verb8tm Content of the Portal subject to these terms and conditions.
The term “Verb8tm Content” means all information, text, images, data, links, software, or other material that Verb8tm may post and make accessible through the Portal.
The Verb8tm Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
You may view, copy, download, and print Verb8tm Content that is available on the Portal, subject to the following conditions:
Nothing contained on the Portal should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Portal or any Verb8tm Content displayed on the Portal except: (a) as expressly permitted by these terms of use; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on the Portal. Unless you have entered into a separate written agreement with us, you shall not copy, republish, link to, download, transmit, modify, adapt, rent, lease, loan, sell, assign, distribute, license or sublicense the Portal or any of the Verb8tm Content. No copyright and/or other intellectual property notices or watermarks on any Verb8tm Content shall be deleted or modified. You shall not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal or Verb8tm Content except to the extent allowed by law.
Indemnification
By using the Portal and service, you agree to indemnify, hold harmless and defend Verb8tm and its affiliates and their officers, employees, directors and agent from any and all claims, damages, losses, liabilities, expenses, including reasonable attorneys’ fees, rights, actions of any kind and injury (including death) arising directly or indirectly out of or relating to your breach of this Agreement, use of the Service, any User Content (as defined below), your connection to the Service, your violation of this Agreement or your violation of any rights of another.
Content Submitted by Clients
As a part of the Service, you may transmit information, video, audio, messages, or other materials, including requests for transcriptions and Source Material to Verb8tm (“User Content”). You must not transmit User Content to the Service unless you own all necessary rights, or have permission from the rightful owner of the User Content, to do so. Verb8tm reserves the right to limit the number of days that that we retain User Content and transcriptions.
Verb8tm agrees that each Client owns all rights, title and interests in and to all of the User Content as well as the Work that Verb8tm provides to Client. You grant us a non-exclusive license to use the User Content solely for the purpose of providing the Services. Except for providing the Services, Verb8tm may not use the User Content or any Work, in any manner, including but not limited to, distribution to the public or to any third party, without your express prior written consent which shall be granted or withheld in your sole discretion.
Although Verb8tm will not necessarily review User Content, Verb8tm reserves the right to refuse or to review any User Content, at any time and for any reason without notice. You remain solely responsible for any liability arising out of your User Content or Verb8tm’s failure to transmit or store your User Content. Under no circumstances will Verb8tm or our stockholders, directors, officers, employees, agents, representatives, partners, or affiliates be held liable for any loss or damage caused by your User Content.
Prohibited Conduct
By accessing the Portal, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Portal to:
Restrictions
You are solely responsible for all User Content that you provide to Verb8tm. You must comply with all applicable laws when using the Service. Any submitted User Content is subject to Verb8tm acceptance, which it may exercise in its sole and absolute discretion. Verb8tm has the right to reject any User Content, including Source Material, for any reason, including:
Except as may be expressly permitted by applicable law or authorized by Verb8tm in writing, you will not, and will not permit anyone else to: (a) rent, lease, sublicense, or provide your access to the Portal to another person; (b) use the Portal in a manner that threatens the integrity, performance, or availability of the Service; (c) destroy, remove, alter, or obscure any proprietary markings or notices (including copyright, trade secret, trademark, and patent notices) on or contained in any portion of the Portal or any supporting media; or (d) circumvent or manipulate our fee structure.
Copyright Infringement
Unless otherwise noted, all Verb8tm Content contained on the Portal is the property of Verb8tm and/or its affiliates, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners. Verb8tm Content does not include any User Content. Except as provided in this Agreement, or otherwise in writing by Verb8tm, you are not granted any license to use the Verb8tm Content.
Your feedback is welcome and encouraged. You may submit feedback by emailing us at info@verb8tm.com. You agree, however, that (i) by submitting ideas, suggestions or feedback to Verb8tm or any of its employees or representatives, you automatically forfeit your right to any intellectual property rights in these ideas, suggestions or feedback; and (ii) ideas, suggestions and feedback submitted to Verb8tm or any of its employees or representatives automatically become the property of Verb8tm. You hereby assign and agree to assign all rights, title and interest you have in such ideas, suggestions and feedback to Verb8tm together with all intellectual property rights therein.
If you believe that any material on the Portal infringes your copyright, you may request that it be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its Portal location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and (5) a signed statement that “under penalty of perjury,” you declare the information in your claim is accurate and that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Submit this request relating to the Portal to support@verb8tm.com.
Privacy
We respect the privacy of our Clients. For details please see our Privacy Policy at www.verb8tm.com/privacy-policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
Disclaimer of Warranty
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. EXCEPT AS PROVIDED FOR HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERB8TM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
VERB8TM DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR THAT ANY USER CONTENT SENT BY YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE AMOUNT OF TIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VERB8TM OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VERB8TM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OTHER INTANGIBLE LOSSES (EVEN IF VERB8TM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR COSTS OF OBTAINING SUBSTITUTE SERVICES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS DISCLAIMER INCLUDES, WITHOUT LIMITATION, DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OR MISUSE OR ALTERATION OF YOUR USER CONTENT; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL VERB8TM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID VERB8TM IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Under no circumstances will we be liable for any loss or damage caused by your reliance on any Verb8tm Content on the Portal. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Portal. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other Content.
ALL TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, VERB8TM DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE PORTAL IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES PROVIDED BY THIS PORTAL WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS PORTAL OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Consent to Electronic Communications
By using the Portal, you consent to receiving electronic communications from us. These communications will include notices about your account and information concerning or related to the Service. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Jurisdictional Issues
We make no representation that information on this Portal is appropriate or available for use outside the United States. Those who choose to access this Portal from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.
No Implied Endorsement
In no event shall any reference to any third party or third party product or service by trade name, trademark, manufacturer, supplier or otherwise, be construed as an endorsement, sponsorship, or recommendation by Verb8tm of that third party or of any product or service provided by a third party, or vice versa.
Trademarks
The Verb8tm name and the Verb8tm logo are trademarks of Verb8tm, Inc. and may not be copied, imitated or used, in whole or in part, without the prior written permission of Verb8tm. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Portal are the property of their respective owners who may or may not endorse or be affiliated with or connected to Verb8tm.
Eligibility
You must be 18 years of age or older to use the Portal. Use of the Portal is void where prohibited. By using the Portal, you represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by, the terms of this Agreement. The Portal is not intended for those under the age of 18.
Termination
You agree that Verb8tm, in its sole discretion, may suspend or terminate your use of the Portal or the Service and remove and discard any content within the Portal or the Service, at any time and for any reason, including, without limitation, for lack of use or if Verb8tm believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. If you breach any part of this Agreement, your rights under the Agreement will terminate automatically. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Verb8tm may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Verb8tm may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Verb8tm will not be liable to you or any third-party for any losses resulting from any termination of your access to the Portal.
Enforcement
Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. This Agreement shall be governed and interpreted pursuant to the laws of the State of Maryland, United States of America, notwithstanding any principles of conflicts of law.
At Verb8tm’s or your election, all disputes, claims, or controversies arising out of or relating to this Agreement or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Baltimore, Maryland before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this Agreement. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award.
Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Severability
If any part of this Agreement is found by a court of competent jurisdiction to be held unlawful, invalid, void, or unenforceable, the provision will be deemed severable and the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and shall not affect the validity and enforceability of the remaining provisions.
Section Titles
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Entire Agreement
This Agreement constitute the entire Agreement between the parties relating to the subject matter herein and supersedes all prior agreements or communications between you and Verb8tm regarding the subject matter of this Agreement. We may, at our sole discretion and without notice, revise these terms at any time by updating this posting. By accessing or using the Portal, you accept this Agreement and any modifications that may be made to the Agreement from time to time. It is your responsibility to review the most recent version of this Agreement frequently and remain informed of any changes to it. If you continue to use the Portal after we modify this Agreement, you will be deemed to have consented to terms of the modified Agreement for your use of the Portal as of the date of the modification. If you do not agree to any provision of this Agreement, you must not use the Portal.
Contacting Verb8tm
Please contact us at support@verb8tm.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Portal.
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