Terms and Conditions

[Last modified: April 19, 2021]

THESE TERMS AND CONDITIONS TOGETHER WITH ANY ORDER FORM SIGNED BY YOU (“Customer”, “you” “your”) AND VERBIT, REPRESENT THE ENTIRE AGREEMENT BETWEEN YOU AND VERBIT INC. AND ITS AFFILIATES (“Verbit”, “we”, “our”, “us”) AND SHALL BE REFERRED HEREINAFTER AS THE “AGREEMENT” OR “T&C”.

1. Services. Verbit’s service is designed to allow you, from time to time during the Term, as is defined in any order form signed by you (each an “Order Form”) some or all of the following, as designated under your applicable Order Form which may contain additional terms and conditions regarding your requested Services: (A) accessibility services for live and pre-recorded media which includes but is not limited to revocable and non-transferable right to use Verbit’s websites, platforms, software (both online and downloadable), technological know-how, content and workflow management solutions, or (B) (i) to provide Verbit with audio and/or video files that you wish to have transcribed (the “Files”), (ii) Files may be uploaded to the Verbit’s platform (“Platform“) through an API or by other means provided by Verbit at its discretion, and (iii) Verbit shall transcribe the Files using its Platform (services detailed above and the Platform, collectively, the “Services” and the transcriptions provided to you, “Transcriptions”).
2. End Users. As part of your use and access of the Platform, you may authorize your employees or other third parties to use and access the Platform and receive the Services (“End Users”), including, without limitation, to receive and use certain downloadable software components specified in the Order Form. You assume full responsibility and shall be liable for (i) all acts and omissions of End Users in connection with the Platform and Services (and any such software), as if your own; (ii) End Users’ data as if it were your Data (as defined below), and (iii) for End Users’ compliance with the terms of this Agreement and any terms and conditions directly applicable to such End Users or which they may be required to enter into under any applicable local, state, federal, national and international laws and regulations.
3. Files Data. As between the parties, Customer owns and retains all right, title and interest including intellectual property rights in and to all data and information contained in the Files which data may include personal data of Customer’s users or End Users (collectively the “Data”). Customer hereby grants Verbit the right to copy, display, upload, perform, store, modify, reformat and otherwise use the Data for the purpose of providing the Services to Customer. In addition, Customer grants Verbit a limited, royalty free right to use the Data (including metadata) and the Transcriptions solely for internal use and improvement of Verbit’s services. Customer represents and warrants to Verbit that (i) it has the right to use the Data and provide Verbit with the Data for all purposes set forth in this Agreement; and (ii) all Data has been and will be legally acquired in accordance with all applicable data protection laws and privacy standards; Customer shall be responsible for the legality, reliability, integrity, accuracy and quality of the Data. Customer acknowledges and agrees that the Data may be stored on external cloud servers operated and managed by global third party cloud service providers, which servers are located within the EU or US (based on Customer location or request), as customary in the industry; In case that the Services include Transcriptions of any meetings, sessions, classes or other forums which include multiple participants, you shall be solely responsible to inform all such participants that the meeting or session is or may be recorded, transcribed and stored by a third party and you shall also solely responsible to procure their consent.
4. Our Responsibilities. We shall: (i) provide our technical support (in such scope as shall be determined from time to time by us) for the purchased Services to you at no additional charge, (ii) use commercially reasonable efforts to make the purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give at least 8 hours’ notice via the purchased Services and which we shall schedule to the extent practicable during the hours from 9:00 p.m. to 6:00 a.m. Eastern Time), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks, and (iii) provide the purchased Services only in accordance with applicable laws and government regulations.
5. Your Responsibilities. You shall, including with respect to your End Users: (i) be responsible for the accuracy, quality and legality of your Data and of the means by which you acquired your Data, (ii) be responsible for providing us with the right to access and use your Data and any of your systems, solely as necessary for us to provide the Services to you in accordance with this Agreement, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with these T&C and applicable laws and government regulations. You shall not, and ensure that any third party or your End Users does not, directly or indirectly: (a) give, sell, resell, rent or lease, timeshare, sublicense, distribute the Services or otherwise make the Services available to others, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party privacy rights or any applicable local, state, federal, national and international laws and regulations, (d) use the Services to store or transmit Malicious Code or software containing viruses or malware, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or their related systems or networks, or circumvent, disable or interfere with security or restrictive features of the Services; (g) reverse engineer, decompile or disassemble the Services or any components thereof; (h) modify, translate, patch, alter, or change or create derivative works based upon the Services, or any part thereof or use the Services or any portion thereof to create a competing Service; (i) use any robot, spider, scraper, or other automated means to access the Services for any purpose; (j) intentionally take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on our or our third party service providers’ infrastructure. References to the Services in this paragraph shall be deemed to include any documentation provided in connection with the Services. The restrictions in this paragraph shall be deemed limitations on the scope of licenses and permissions granted in respect of the Services.
6. In Respect to Post production Transcription Services Audio Quality & Turnaround Times. With respect to your respective File Minutes or File Pages (as applicable under your Order Form) included in each segment of your applicable periodic allowance per applicable period (as designated under your Order Form), Verbit targets 99% accuracy when Verbit performs its multi-proofing layers (ASR + 2 human layers). In the case of unreasonably poor quality of audio which may include background noise, overlapping, unstable recording, unrecognizable audio for the ASR technology and etc., Verbit shall be entitled to reject such File. Schedules for Files submitted per day apply to 1000 File Minutes or File Pages (as applicable under your Order Form). In case of a higher daily submitted volume, Verbit will deliver such Files but may not meet the turnaround time under the relevant Order Form.
7. In Respect to CART Services: Customer Session Rules and Guidelines.
   • 7.1 The following Rules and Guidelines apply to all work delivered by Verbit. Audio characteristics might affect the accuracy of the work delivered. Good audio is any media that is clearly recorded in a controlled environment with one person talking at a time with minimal background noise and no media defects. Verbit defines accuracy in the following ways for good audio: (1) words are spelled correctly; (2) phrases and sentences make sense as a standalone document; and (3) text is near exact replication of spoken words. We do not include unintended speech such as “ums”, “uhs” or the like, stuttered speech, or difficult proper nouns. We do not correct grammar or proof-read material – we only transcribe what is on the source media.
   • 7.2 The following Rules and Guidelines apply to real-time work delivered by Verbit.
     • 7.2.1Booking Requests. Once you make a booking request, your live session will not be confirmed until an email confirmation has been sent by Verbit. You will not be charged for any sessions that are not delivered.
     • 7.2.2 Pre-meeting arrival. For setup, Customer shall arrive 15 minutes before the session starting booked time.
     • 7.2.3 Preparation Materials. In order to improve the accuracy of live output, we encourage clients to provide preparation materials in advance of their live session to assist us to prepare for unusual terms or content that may arise during the broadcast. You should not disclose information that is private or confidential in nature.
     • 7.2.4 Cancellation and No-Show Policy. If your booking request has been confirmed and you cancel or reschedule that session less than 12 hours before the scheduled start time, you will be charged in full. If we are unable to send live captions for your live session for whatever reason, you will only be charged for that part of the session for which we have provided live captions on a per minute rate being the hourly rate divided by 60 rounded up to the next minute.
     • 7.2.5 Late Sessions. If you are late for your scheduled live session, you will still be billed from the start of the scheduled time.
     • 7.2.6 Ending a Live Stream Early. If your live stream ends prior to the scheduled end time, you will still be charged for the full scheduled time.
     • 7.2.7 Over the booked time. If the session goes over the booked time, subject to Verbit’s discretion, the session will continue as long as an agent is available, and you will be charged for that extra part of the session for which we have provided live captions on a per-minute rate being the hourly rate divided by 60 rounded up to the next minute.
8. In Respect to Legal Products.
   • 8.1 Cancelations. (a) In Legal online use cases, the price will be calculated according to the booked time (based on the start time & deposition duration provided on the deposition scheduling) with a minimum booking time of 4 hours; (b) Customer can cancel the event up to 24h before the session start at no charge, in case session was canceled less than 24 hours or in case of no show to the event, the cancelation will be charged at US$150 flat cost; (c) If the deposition exceeds the booked time the additional time will be charged according to the Verbit price; and (d) Verbit commits to cover up to 1 hour over the booking time.
   • 8.2 Clarifications. (a) If an event was scheduled for 4 hours and ends after 3.5 hours, Verbit will still charge for 4hours; (b) if an event was scheduled for 8 hours and ends after 6.5 hours, Verbit will still charge for 8 hours; (c) if an event was scheduled for 4 hours and ends after 4.5 hours, Verbit will still charge for 4.5 hours; and (d) It is the Customer’s responsibility to set the events’ duration: the Customer is required to predict the event duration and set the booking accordingly (booking time can be set as 4,6,or 8 hours).
   • 8.3 Schedule Time. Legal online sessions will be set 72 business hours in advance.
9. If Your Order Form indicates that the Services shall be provided pursuant to any of the packages listed below, then such Services (during the applicable Term under such Order Form) shall be also governed (in addition to these T&C) by the terms described in the respective URL link set forth below opposite to such designated package (which terms are incorporated herein by reference):
   • Education & Disability Needs Package Link
   • Distance Learning & eLearning Package Link
   • Enterprise & General Business Package Link
   • Media Production Package Link
   • Court Reporting and Depositions Package Link
10. Data Retention and Disposal. Captions and transcript data are stored for a contractual minimum of 30 days, and by default, Verbit commits to keep such Customer data for three (3) months at no cost. Such Customer data can be kept up to seven (7) years (this setting can be adjusted during the Customer onboarding phase), at a storage cost of US$0.04 per Gbyte per month (Verbit will add any monthly storage costs to the regular Customer invoice). Customers may request that we purge any and all video, audio, streaming, and/or caption/transcript data from our system at any time. We also support periodic purging of this data on a customer specified schedule. We maintain certain metadata for Customer assets in our database for accounting and billing purposes. In addition, source audio and video files may be purged from the system 30 days after file completion.
11. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on relevant periodic allowances under your applicable Order Form purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of Session Hours or File Minutes or File Pages (as applicable under your Order Form) purchased cannot be decreased during the relevant Term stated on the Order Form. Unless specified otherwise in the applicable Order Form, periodic fees are based on annual periods that begin on the Effective Date (as applicable under your Order Form) and each anniversary thereof; therefore, fees for additional Services added in the middle of a relevant period segment under your applicable Order Form will be charged for that full relevant period segment (i.e., for the entire, month, quarter, year etc., as applicable under the Order Form) and the relevant periods remaining in the Term. Banks’ commissions and/or wire transfer fees and expenses shall be incurred by the Customer in addition to the fees payable thereby for the Services.
12. Invoicing & Payment. If You provide us credit card information, you authorize us to charge such credit card for all Services, fees and charges listed under your applicable Order Form for the initial Term and any renewal Term(s) as set forth therein. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. Invoiced charges are due thirty (30) days from receipt of invoice, and Services will be active upon payment receipt. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
13. Overdue Charges & Suspension of Service. If any charges are not received from you by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend our services to you until such charges are paid in full. We will give you at least 5 days’ prior notice that your account is overdue, before suspending your Services.
14. Payment Disputes. We shall not exercise our rights under Section 13 (Overdue Charges & Suspension of Service) if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
15. Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
16. Confidentiality. Data and Transcriptions shall constitute confidential information of Customer and shall be used by Verbit solely in accordance with these T&C, provided however, that any information which either: (i) is now or subsequently becomes generally available in the public domain through no fault of Verbit, (ii) was obtained from third party without restriction; and/or (ii) is independently developed by Verbit, shall not be considered confidential information of Customer. Customer shall not disclose the content of its respective Order Form(s), quotes and prices received thereby or offered thereto by Verbit to any third party.
17. Disclaimer of Warranty. The Services are provided “as is” without warranties of any kind, either express or implied, including without limitation with respect to merchantability, non-infringement, compatibility or fitness for a particular purpose and/or your requirements. In no event shall Verbit be responsible for any factors which are beyond its reasonable control, including without limitation, the quality of the Files. Verbit does not warrant that the results that shall be obtained from the Services will be accurate or reliable. Notwithstanding anything to the contrary in this Agreement, Customer’s sole remedy in the event of a claim that a Transcription is not accurate, is for Verbit to process an additional Transcription of the same File at no additional cost to Customer provided that such claim was delivered to Verbit not later than 7 days following the receipt of the Transcription in question by Customer.
18. Limitation of Liability. Neither party shall be liable to the other party for any indirect, special, incidental, punitive, or consequential damages, loss of use, loss of or damage to data, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, arising from and/or related to this Agreement, even if such party is advised or should have known of the possibility of such damages. In no event shall either party’s total liability arising out of or relating to this Agreement exceed the fees paid by Customer under the applicable Order Form and if no such Order Form is applicable then either party’s maximum liability shall not exceed the fees paid by Customer during the three (3) months preceding the event.
19. Intellectual Property. All intellectual property rights in and to Verbit’s Platform and the Services and any part thereof are and shall remain exclusively owned by Verbit. This Agreement does not grant Customer any rights to the Platform or the intellectual property related thereto.
20. Changes to T&C. Verbit may change these T&C, in which case it will update the ‘last modified’ date at the top of this page. We encourage you to review these T&C from time to time and note any changes.
21. General. This Agreement is governed and construed under the laws of the State of Delaware. Each of the parties hereto consents that any dispute between the parties relating to this Agreement will be exclusively submitted to the competent courts situated in the State of Delaware. The parties agree that these T&C together with the applicable Order Form are the complete and exclusive statement of the agreement between the parties, which supersedes all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.