Last updated on September, 2017
THESE TERMS AND CONDITIONS TOGETHER WITH THE ORDER FORM SIGNED BY YOU (“Customer”, “You” “Your”) REPRESENT THE ENTIRE AGREEMENT BETWEEN YOU AND VERBIT SOFTWARE LTD. (“Verbit”) AND SHALL BE REFERRED HEREINAFTER AS THE “AGREEMENT”.
- Services. From time to time during the Term (as defined in the Order Form), you may provide Verbit with audio and/or video files that you wish to have transcribed (the “Files”). Files may be uploaded to the Verbit’s platform (“Platform“) through an API or by other means provided by Verbit at its discretion. Verbit shall transcribe the Files using its Platform (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 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.
- 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.
- 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 OR FITNESS FOR A PARTICULAR PURPOSE. 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 AND 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.
- 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.