Verbit Software Ltd.

Terms and Conditions for Transcription Services

PLEASE READ THESE TERMS AND CONDITIONS (“Agreement”) CAREFULLY BEFORE OPENING AN ACCOUNT WITH VERBIT SOFTWARE LTD. (“Verbit” or “Company”) AS A TRANSCRIBER (“Transcriber”, “you”, “your”) OR COMMENCING ANY TRANSCRIPTION ASSIGNMENT THROUGH VERBIT PLATFORM. ANY TRANSCRIPTION WORK YOU PERFORM FOR VERBIT WILL BE GOVERNED BY AND SUBJECT TO THIS AGREEMENT. BY USING THE VERBIT PLATFORM, YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE VERBIT PLATFORM AND DO NOT PERFORM ANY TRANSCRIPTION ASSIGNMENT.

  1. Services. Verbit possesses proprietary voice analytics technology (“Platform” or “Verbit”), which provides transcription services to clients. During the Term, Transcriber may request to perform transcription work with respect to audio and/or video files provided on Verbit (respectively the “Transcriptions”, “Files” and “Services” respectively), and Verbit, at its sole discretion, may accept such Services in which case Verbit shall provide Transcriber with access to the Files via the Platform. Transcriber shall provide the Transcriptions using Verbit Platform and shall deliver the Transcriptions within the time frame specified within the Platform.
  2. Verbit Account
    1. In order to provide Services for the consideration offered by Verbit, Verbit will create an account for you on the Verbit Platform (“Account”). Transcriber undertakes to provide Verbit with all necessary information (including, but not limited to, actual name, e-mail address, and designated payment account) for the purpose of creating an account on the Platform (the “Transcriber Information”). Transcriber represents that all Transcriber Information is accurate and updated. By creating an Account with Verbit, you represent that you are of legal age and have the capacity to enter into this Agreement.
    2. You acknowledge and agree that you will not create duplicate accounts and/or submit duplicate applications. In case of evidence to the contrary, your account(s) may be suspended.
    3. You acknowledge and agree that your Account is non-transferable, and you will not sell or transfer ownership of your Account to any other persons or parties. In case of evidence to the contrary, your Account may be suspended or terminated. You may, however, delete your account anytime you wish.
    4. You are solely responsible for keeping your Account credentials and password secure. You will be solely responsible and liable for any activity that occurs under your registered email address.
  3. License. Subject to the term of this Agreement, You are granted a non-exclusive, limited license to use the Platform only for the purpose of providing Services as permitted herein. Except as expressly stated herein, this Agreement does not grant you any rights to the Platform or any services therein. You shall not, and shall not allow any third party to (i) copy, alter, merge, modify, adapt, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or any services therein in any form or media or by any means (ii) attempt to decompile, or reverse engineer or discover the source code of the Platform; (iii) sell, share, sub-license, lease, assign, transfer the rights granted herein with any third party; (iv) access all or any part of the Platform in order to build a product or service which competes with the Platform or any services therein; (v) take any actions that (a) would disable the Platform or impair in any way its operation; or (b) would prevent or interfere with Verbit’s or any of its user’s access to or use of the Platform or services (all of the foregoing restrictions will be collectively referred as “Restrictions on Use”). For the avoidance of doubt, the Platform and any Files constitutes a trade secret of Verbit and/or its licensors, and you shall keep any and all non-public information with respect to the Platform and Files under strict confidence.
  4. Fee. Upon completion of the Services to the complete satisfaction of Verbit, Verbit shall confirm the Transcription and pay Transcriber the fee pursuant to prices set forth per each File (the “Fee”). No Fee will be paid for Transcriptions that were not confirmed by Verbit. The Fee shall be issued and processed via a third-party payment vendor as available on the Platform (such as Payoneer, PayPal, or similar payment service). You are solely responsible for maintaining the correct information regarding your account with the payment vendor (i.e., your PayPal/Payoneer account). In case of non-receipt of payments, you may ask for the transaction ID for the payment and follow up with the payment vendor’s customer service. Verbit shall not be liable for late or non-payment due to inconsistencies or errors in the Transcriber’s Information as provided in your Account. Except for the Fee, Transcriber shall not be entitled to any other consideration, royalty, or other compensation for its Services.
  5. Prices and Payment. You acknowledge and agree to the payment rules as stated herein:
    1. Prices are based on the rates set forth in the Platform (per audio minute) unless agreed otherwise in writing.
    2. All prices are inclusive of VAT.
    3. Payment for Transcription supplied by Transcriber is due 20 days after confirmation by Verbit that the Transcription complies with the applicable requirements. The payment shall be remitted in US Dollars. Any costs due to currency exchange will be borne by you.
    4. If the Transcription you supplied does not meet the applicable requirements, as determined by Verbit in its sole discretion, Verbit may withhold or cancel payment or issue partial payment (for parts of the Transcription) at Verbit’s sole discretion.
    5. You acknowledge and agree that we may decline to process a payment request for any reason or withhold it for an indefinite time.
    6. Verbit reserves the right to change our payment rules at our discretion.
  6. Your Obligations. Transcriber undertakes to carry out Transcription orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by Verbit. Transcriptions will meet the applicable requirements as set by Verbit and, in any event, will be performed in a workmanlike and professional manner. Unless explicitly agreed otherwise in writing (with Verbit’s confirmation), Transcriber shall not be entitled to subcontract or hire others to execute the Transcription orders (in full or in part), and any permitted subcontracting shall not prejudice Transcriber’s responsibility for the confidential treatment and proper execution of the same with the permitted transferee. The Transcriber agrees that the Company may monitor and record the Transcriber activity in the Account and the Platform using a remote monitor or any other similar technology in pursuit of the Company’s legitimate business interests, subject to applicable law.
  7. Confidentiality.
    1. Transcriber acknowledges that the Files and Transcriptions and any content hereof are deemed confidential materials owned by Verbit and/or its customers. Transcriber shall (i) not keep any information provided through the Platform including without limitation the Files and Transcriptions strictly confidential; (ii) not use it for any purpose other than for providing the Transcriptions through Verbit’s Platform; and (iii) will not share or disclose such information with/to any third party. TRANSCRIBER SHALL NOT EXPORT ANY FILES OUTSIDE THE PLATFORM AND SHALL NOT ATTEMPT TO ACCESS ANY DATA OR FILES EXCEPT FOR THE PURPOSE OF PROVIDING SERVICES AS PERMITTED HEREIN.
  8. Data Protection. You hereby acknowledge that these terms and conditions are subject to, and you confirm that you understand and agree to all terms and obligations set forth under the Verbit GDPR Data Processing Addendum (DPA), located at https://verbit.ai/freelancer-dpa/, and the Verbit Privacy Policy, located at https://verbit.ai/privacy-policy/, both of which are hereby incorporated by reference into this agreement, and as both may be amended from time to time.
  9. Cancellation
    1. Cancellation of an order by Verbit or its client shall entitle Transcriber to payment solely with respect to work already performed for that order. Transcriber shall provide Verbit the Transcription work already performed.
    2. If Transcriber should prove unable to meet its obligations hereunder, Verbit shall be entitled to cancel the order and/or this Agreement without being liable to pay any Fees (with respect to unperformed Services) or damages.
  10. Intellectual Property. All intellectual property rights in and to the Platform and any services therein and any part thereof, including all software, databases, and other aspects and technologies related to the Platform and any related services, and all derivatives, changes, and improvements thereof are and shall remain exclusively owned by Verbit. As between Transcriber and Verbit, all Files and Transcriptions and any intellectual rights therein are exclusively owned by Verbit and/or its clients. All Transcriptions shall constitute ‘works for hire’ by Transcriber for Verbit and its clients. Transcriber hereby assigns to Verbit and its clients any and all rights that Transcriber may have in and to the Transcriptions and any intellectual property rights therein and waives all moral rights and any other rights including the right to royalty or additional consideration in respect thereof. This Agreement does not grant Transcriber any rights to the Platform or the intellectual property related thereto except for the limited license stated above. In no event shall Transcriber acquire any rights in or to the Services, the Platform, or any output thereof, including without limitation the Files and/or Transcriptions.
  11. Use of Name. Transcriber agrees and undertakes to display in its professional profile on social media account(s) (such as Facebook and LinkedIn) the fact that Transcriber provides transcriptions by means of Verbit’s Platform. Verbit hereby grants Transcriber a revocable, non-exclusive right to use Verbit’s name and logo solely for such purpose. Transcriber has not paid any consideration for using Verbit’s marks, and any use of Verbit’s marks shall insure solely to the benefit of Verbit.
  12. Disclaimer of Warranty. THE PLATFORM AND ANY SERVICES PROVIDED BY VERBIT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. VERBIT MAKES NO REPRESENTATION THAT THE PLATFORM WILL BE ERROR-FREE OR WITHOUT INTERRUPTION. VERBIT FURTHER DISCLAIMS ANY WARRANTY THAT ITS SERVICES WILL MEET ANY USER’S REQUIREMENTS. THE ENTIRE RISK ARISING OUT OF USE, SECURITY, OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. TRANSCRIBER’S SOLE REMEDY IN THE EVENT OF ANY CLAIM IS TO STOP USING THE PLATFORM.
  13. Indemnification. Transcriber shall be solely responsible for its Transcriptions and their quality. Transcriber shall release, indemnify and hold Verbit and its affiliates and their officers, employees, directors, and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind arising out of or relating to third party claims with respect to the Services and/or the Transcriptions.
  14. Limitation of Liability. Transcriber shall exclusively be liable for any damage directly and demonstrably deriving from shortcomings attributable to its Services. 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, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, 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 VERBIT WAS ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VERBIT’S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEE PAID TO TRANSCRIBER FOR THE TRANSCRIPTION TO WHICH DAMAGES ARE REFERRED.
  15. Term; Termination. This Agreement is valid as of the creation of your Account and until termination by either party. Verbit may (i) suspend or terminate this Agreement and/or your Account for any reason with notice to your email stated in your Account, (ii) suspend or ban access to the Platform, or (iii) remove any content or File. You may stop using the Platform and/or terminate this Agreement at any time upon opening a ticket via our Support Center. Upon termination of this Agreement for any reason whatsoever, you will be entitled to payment of Fee for Transcriptions performed and confirmed by Verbit prior to termination, provided that if this Agreement is terminated due to your breach of this Agreement, Verbit may withhold payment. The Restrictions on Use in Section 3 and Sections 7, 9, 11, 13, 16, 17, and 18 will survive any termination of this Agreement.
  16. Relationship of the Parties. The Parties are independent contractors as to each other, and neither shall be deemed a partner, joint venture, or agent of the other, and neither shall have the power to bind the other to any contract. In no event shall Transcriber be considered as employee or partner of Verbit. Transcriber shall indemnify Verbit for any liabilities and claims arising in connection with claiming that an employee-employer relationship has been established between Verbit and Transcriber.
  17. Trade Compliance. Transcriber represents and warrants that (i) its performance of the Services or use of the Platform will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity, and (ii) Transcriber has not been designated by any applicable government or government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Transcriber may not use, export, re-export, import, or transfer any technology or data related to the Platform except as authorized by both this Agreement and all applicable laws, rules and regulations.
  18. Miscellaneous. This Agreement shall be governed and construed under the laws of Israel. Any dispute between the parties will be submitted to the competent courts situated in Tel Aviv. The parties agree that this Agreement is 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.
  19. Notices. All notices with respect to this Agreement and any Transcriptions performed via the Platform shall be made via the email and contact details provided by Transcriber on its Account, provided that Verbit may post change of these terms and conditions and/or general messages via the Platform. For any questions, please contact Verbit support by opening a ticket.
  20. Changes. Verbit reserves the right, at its sole discretion to (a) modify, these terms and conditions; and/or (b) discontinue, temporarily or permanently, the Platform or any services or information available through the Platform; at any time, effective with or without prior notice and without any liability to Verbit.