Terms and Conditions
THESE TERMS AND CONDITIONS TOGETHER WITH THE ORDER FORM SIGNED BY YOU (“Customer”, “You” “Your”) AND VERBIT REPRESENT THE ENTIRE AGREEMENT BETWEEN YOU AND VERBIT SOFTWARE LTD. (“Verbit”, “We” or “Our”, “Us”) AND SHALL BE REFERRED HEREINAFTER AS THE “AGREEMENT” OR “T&C”.
- Services. Verbit’s service is designed to allow you, from time to time during the Term (as defined in the Order Form); (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, all as designated under your applicable Order Form. (the “Services” and “Transcriptions.”)
- 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 (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 Data (including meta data) of 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, as customary in the industry; In case that the Services includes transcripts of meetings, sessions, classes or other forums which include multiple participants, You shall be responsible to inform all such participants that the meeting or session is or may be transcribed and stored by a third party and shall also procure their consent.
- Our Responsibilities. We shall: (i) provide Our basic support (in such scope as shall be determined from time to time by Us) for the purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (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 (other than those involving Our employees), 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.
- Your Responsibilities. You shall: (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) be responsible for providing Us with the right to access and use Your Data and your Systems, solely as necessary for Us to provide the Services in accordance with this Agreement, (iv) 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 (v) use the Services only in accordance with these T&C and applicable laws and government regulations. You shall not: (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (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 third-party privacy rights, (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, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
- 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 assures as part of our Services at least a 99% accuracy when Verbit performs its multi-proofing layers (ASR + 2 human layers). In the case of unreasonably poor quality of audio which includes background noise, overlapping, unstable recording, unrecognizable audio for the ASR technology etc, Verbit shall be entitled to reject such File. Schedules for files submitted per day apply only to the lower of: (i) 10% of your respective File Minutes or File Pages (as applicable under your Order Form) affordable under the Annual Fee, or (ii) 500 File Minutes or File Pages (as applicable under your Order Form).
- In Respect to CART Services Customer Session Rules and Guidelines.
6.1 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”, stuttered speech, or difficult proper nouns. We do not correct grammar or proof-read material – we only transcribe what is on the source media
6.2 The following Rules and Guidelines apply to real-time work delivered by Verbit.
6.2.1 Booking 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. Customer may schedule up to 5 sessions at the same time. Anything above the mentioned number, will be subject to available resources.
6.2.2 Pre-meeting arrival. For setup, customer shall arrive 15 minutes before the session starting booked time.
6.2.3 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.
6.2.4 Cancellation and No-Show Policy.If your booking request has been confirmed and you cancel or reschedule that session less than 24 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.
6.2.5 Late Sessions. If you are late for your scheduled live session, you will still be billed from the start of the scheduled time.
6.2.6 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.
6.2.7 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.
- Data Retention and Disposal.Captions and transcript data are stored for a contractual minimum of 30 days. 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. Subject to Verbit’s discretion, Customer may ask to prolong the storage term in consideration for additional charge of $1 per GB, per month, subject to a minimum purchase of 50GB storage
- 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 and each anniversary thereof; therefore, fees for additional Services added in the middle of a relevant period segments under your applicable Order Form will be charged for that full relevant period segment (i.e., for the entire, month, quarter, year and 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.
- Invoicing & Payment. If You provide credit card information to Us, you authorize Us to charge such credit card for all Services, fees and charges listed in the Order Form for the initial Term and any renewal Term(s) as set forth in this Order Form. 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.
- 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 services to You.
- Payment Disputes. We shall not exercise Our rights under Section 10 (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.
- 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.
- 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: (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, quotes and prices received thereby or offered thereto by Verbit to any third party.
- 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 service will be accurate or reliable. Notwithstanding anything to the contrary in this Order Form, 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 by Customer.
14.1 With regards to post-production transcription services. Notwithstanding anything to the contrary in this Order Form, 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 thirty (30) days following the receipt of the transcription by Customer.
- 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.
- 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.
- Changes to T&C. Please keep a copy of these T&C for your record. 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. Changes will apply to you if your rights are not materially adversely affected by such changes.
- General. This Agreement is governed and construed under the laws of the State of Delaware. Any dispute between the Parties will be submitted to the competent courts situated in 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.
Last Updated: 2019-06-19