Notice to Subscriber: Carefully read the following Terms of Service ("Terms"). Use of the Copytalk service (the "Service") constitutes your acceptance of these Terms. If you do not agree to these Terms, do not use the Service.
As used in these Terms "You," "Your," or "Subscriber" means the individual person that has been granted a license to use the Service and does not include any other individual(s) or entities. Copytalk may modify these Terms and may discontinue or revise any or all aspects of the Service from time-to-time and such modification or revision shall be effective and binding on You when posted to Copytalk's website or when notice is provided to You in accordance with Section 15.3.
1.General Information, Definitions, Policies and Intended Use.
1.1. The Service is being licensed to You by Copytalk LLC and/or its subsidiaries and affiliated entities (collectively, "Copytalk"). You have purchased or have received a license to use the Service for the purpose of allowing You to dictate certain kinds of information and data and to have this information and/or data returned to You (and others) as electronic records in the manner designated by You in Your account configuration. You agree to use the Service in a manner consistent with these Terms and any agreement between Copytalk and the entity that provided the license to You, if applicable.
1.2. Copytalk is providing access to and use of the Service to You only. You agree not to share Your password with any other individual or entity or allow any other individual or entity to utilize the Service on behalf of themselves, on Your behalf, or otherwise. Copytalk is not responsible for any losses You incur as a result of Your unauthorized dissemination or sharing of Your password.
1.3. The Service is intended for notes, memoranda and to record common business data. The Service is not intended as, and may not be used for, a legal or medical transcription service. The dictation of short notes and memoranda to You and up to four (4) additional designated recipients is an appropriate use of the Service. Dictating numerous multiple-page or highly complex documents is not. Copytalk sets limits on dictation length for each plan type in an effort to control the length of any given dictation and to ensure that recording stops after a dictation is completed. If Copytalk finds that You are dictating a large number of documents that exceed these boundaries, as interpreted by Copytalk in its sole discretion, Copytalk reserves the right to terminate Your license.
1.4. Prohibition on Multipart Dictation. "Multipart Dictation" is when You use more than one transcription session to dictate a statement in multiple parts. Multipart dictation is expressly prohibited by Copytalk. If Copytalk determines, in its sole discretion, that You or any of Your designated recipients are in violation of this prohibition, then Copytalk reserves the right to terminate your license without advance notice. This Service is not intended to be used for the purpose of dictating books, long articles, or any writing of substantial length, and is instead intended for the interpersonal communication of messages of a length similar to a typical email.
By subscribing to the Service You are granted a license to use the Service pursuant to these Terms. Some Subscribers may receive a license from another party (such as their employer) that has arranged for such license directly with Copytalk. Regardless of how you obtain Your license, Your license to use the Service is nonexclusive, nontransferable, non-assignable, and personal to You. Use of the Service is limited to You only and all dictations submitted to Copytalk must be from You and on behalf of You. Any software and/or documentation provided to You in connection with the Service is also being licensed (not sold) to You for Your limited use, pursuant to these Terms. Any such software license will automatically terminate upon the termination of Your license to use the Service, without notice, and upon termination You shall have no further right to use the software related to the Service. Copytalk acknowledges that the content of any dictation, transcription thereof, or transmitted data based on Your dictation is not owned by Copytalk. Except in very rare cases where the dictated content includes Copytalk's intellectual property or confidential information, Copytalk agrees not to assert ownership over content dictated by You.
3. Interruptions of Service.
You acknowledge and agree that Copytalk is not responsible and shall have no liability for performance degradation, delayed use, loss of use, or interruption of the Service resulting from any power failure, Internet connection failure, bandwidth loss, conditions on the Internet, acts of God, delays originating from Your email provider, failure of any equipment, or due to actions of wireless or landline service providers for either voice or data transmission.
4. Term; Termination.
4.1 These Terms shall be effective as of the date when You first use the Service, or pay Your first bill, whichever comes first. Except as provided in this Section 4, Your license automatically renews at the end of each billing period and will be renewed for the same period as the previous license. You agree to pay for each renewal until such time as Your license is terminated in accordance with provisions below. Upon each renewal, You will automatically be subject to Copytalk's then current Terms.
4.2 Copytalk reserves the right, in its sole discretion, to suspend or terminate Your license to use the Service without further notice if You breach these Terms. Further, Copytalk reserves the right, in its sole discretion, to suspend or terminate Your license to use the Service if Copytalk determines that Your use of the Service is not economical, if your use results in a disproportionate drain on resources or manpower, or is otherwise harmful to Copytalk in any way. In addition, if any personal information provided by You to Copytalk, including billing and credit card information, is incomplete, inaccurate, expires or otherwise becomes out of date, Copytalk reserves the right to terminate Your license. Copytalk may terminate Your license without further notice if you fail to pay for the Service as agreed.
4.3 Either party may terminate the license to use the Service at any time, with or without cause by providing notice in writing as provided in Section 15.3 below. In the event of termination, You shall remain responsible for all charges and fees incurred by You in connection with the use of the Service through and including the date of termination and any prepaid subscription fees paid by You to Copytalk shall be considered earned and no refund shall be given.
4.4 For those Subscribers who receive their license from a third party that has a separate written agreement with Copytalk for the Service, the Term of Your license may be governed by that agreement. In all instances, Copytalk retains the right to terminate Your license if You violate these Terms or otherwise as provided in that separate written agreement. At the end of the separate written agreement or if You are no longer associated with the entity that provided You with Your license, You may continue to use the Service by directly purchasing Your own license from Copytalk.
5. Promotions; Pricing.
Any promotions offered by Copytalk must be requested by You at the time of registration for the Service or are otherwise forfeited. Copytalk, from time to time, may deem it necessary, at Copytalk's discretion, to change or modify pricing for the Service. Copytalk agrees to notify You of upcoming price changes at least fifteen (15) days prior to any increase. Notifications of any such changes will be made in accordance with Section 15.3 below and will become effective at the later of Your next billing date or a minimum of fifteen (15) days after notification.
6. Links to Other Content.
As part of Your Service, You will have access to a personalized web site for maintaining personal preferences, reviewing the status of Your dictated work and reviewing billing and other customer service matters. This site and the main Copytalk site may have links to content or services provided by partners or other service providers ("External Sites"). Copytalk does not maintain control over such External Sites and therefor assumes no responsibility for those sites. No liability shall accrue to Copytalk for the unavailability of any External Site or the content of any External Sites, including any services associated with those sites. Therefore, any concerns that You may have regarding the External Sites should be directed to the relevant site administrator or webmaster.
7. Availability of Service.
It is Your responsibility to determine if the Service is readily accessible to You in the manner and locations that you anticipate using the Service. If the Service is not readily accessible to You within Your intended location, You agree that Your sole remedy shall be to terminate the license.
8. Compliance with Laws.
You may not use the Service in any manner contrary to local, state or federal law or any other law applicable to You or the Service. You further agree not to use the Service in any manner to violate the intellectual property rights of another, such as the dictation of copyrighted materials. Copytalk expressly disclaims any and all responsibility or liability for any action by You that is contrary to such law(s) and the rights of others. Copytalk reserves the right to terminate Your license immediately upon notice in the event You fail to comply with any such local, state or federal law or it determines You have used the Service in violation of the intellectual property rights of others.
9. DISCLAIMER OF ALL WARRANTIES.
9.1 You expressly agree that use of the Service is at Your sole risk. The Service is provided on an "as is" and an "as available" basis.
9.2 COPYTALK AND ITS LICENSORS EXPRESSLY DISCLAIM 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 OF THIRD PARTY RIGHTS.
9.3 Copytalk makes no warranty that the Service will meet Your requirements, or that the Service will be uninterrupted, timely, secure, or error free; nor does Copytalk or its licensors make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, completeness or reliability of any information obtained through the Service. Copytalk and/or its licensors may make improvements and/or changes in the Service at any time, with or without notice to You.
9.4 You understand and agree that any material and/or data obtained through the use of the Service is done at Your own discretion and risk and that You are solely responsible for any damage to Your computer system or loss of data that results from use of the Service.
9.5 Copytalk makes no warranty regarding any goods or services purchased or obtained through the links available on Your personalized website or Copytalk's website.
9.6 No advice or information, whether oral or written, obtained by You from Copytalk or through the Service shall create any warranty not expressly made herein. You acknowledge that You have not relied on any advertisement or representation about the Service in Your decision to subscribe to the Services, other than provided in these Terms.
10. Copytalk's Limitation of Liability.
10.1 In addition to what is stated above, You agree that Copytalk shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (i) Your use of the Service, (ii) Your use of any equipment in connection with the Service, (iii) the content of materials included with or accessed via use of the Service, or (iv) any goods or services purchased through the Service. You hereby expressly waive all liability against Copytalk resulting from Your use of the Service, and agree to indemnify Copytalk of any losses that it shall sustain, including attorneys' fees and court costs, from your breach of any of the terms of these Terms.
10.2 COPYTALK, YOUR VOICE OR DATA WIRELESS SERVICE PROVIDERS AND/OR COPYTALK'S CONTRACTORS, LICENSORS AND PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM LOSS OF USE, PROFITS, REVENUES, OR DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, EQUIPMENT OR SOFTWARE, EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER SERVICES, EQUIPMENT OR SOFTWARE, WHETHER OR NOT PERFORMED OR PROVIDED UNDER THESE TERMS EVEN IF COPYTALK, YOUR WIRELESS SERVICE PROVIDERS AND/OR COPYTALK'S CONTRACTORS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COPYTALK SHALL NOT BE LIABLE FOR THE COST OR PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
10.3 Notwithstanding any other provision of these Terms and specifically Section 13, the maximum collective liability of Copytalk and any service provider used to access the Service shall not exceed U.S. $100.00 per subscriber.
11. Third Party Rights.
The provisions of these Terms are for the benefit of Copytalk and its directors, members and employees, and Copytalk's partners, agents, contractors and licensors. Each of these individuals or entities shall have the right to assert and enforce these Terms on its own behalf.
12. Additional Terms and Conditions.
12.1 You are solely responsible for the contents of Your dictations.
12.2 Your use of the Service is subject to all applicable local, state, federal and international laws and regulations.
12.3 You agree to defend, indemnify and hold harmless Copytalk and its subsidiaries, affiliates, directors, members and employees from and against any cost, claim or demand, including reasonable attorneys' fees, made by any third party resulting from or arising out of Your violation of these Terms, Your use of the Service, any unauthorized use of the Service by another person using Your computer or password, or any infringement of any intellectual property or other right of any person or entity by You or anyone using Your password.
13. Dispute Resolution and Mandatory Arbitration.
13.1 You agree that You will first negotiate with Copytalk in good faith to settle any claim or dispute You have that is in any way related to or concerning the Service. You must send a written description of Your claim to Copytalk as provided in 15.3 to start this process. This good faith negotiation may or may not involve the services of a mediator.
13.2 Instead of suing in court, You agree that any claim that has not be resolved after our good faith negotiation must be submitted to final, binding arbitration with the American Arbitration Association or similar organization. Arbitration shall take place exclusively in Sarasota County, Florida. Notwithstanding this provision, Copytalk may pursue claims against You arising from your non-payment of an outstanding balance in any court or Copytalk may assign Your account for collection and the collection agency may pursue such claims in court, in either case limited strictly to the collection of the past due debt and any interest or cost of collection permitted by law or these Terms.
13.3 Your agreement to arbitrate extends to claims that You assert against other parties, if You also assert claims against Copytalk in the same proceeding. An arbitrator may only award as much relief as a court having jurisdiction in the place of arbitration may award and consistent with the provisions of these Terms. An arbitrator may order injunctive or declaratory relief (as long as that injunctive or declaratory relief does not apply beyond Your dealings with Copytalk) or summary judgment under applicable law.
13.4 Arbitration hereunder will occur before a single neutral arbitrator having experience with contract matters of this Agreement and who will be selected in accordance with applicable AAA rules. The arbitrator's fees and costs will be borne by the Party against whom the award is rendered; provided, however, if the arbitrator grants partial relief to both Parties, the arbitrator will equitably allocate the arbitrator's fees and other costs. The arbitration award will be final and binding on You and Copytalk, will not be subject to any appeal and will be enforceable in any court of competent jurisdiction. You expressly waive any and all rights of appeal of any decision or award arising from arbitration.
13.5 Neither You nor Copytalk may be a representative of other potential claimants or a class of potential claimants in any dispute, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding.
13.6 YOU AND COPYTALK ACKNOWLEDGE AND AGREE THAT THIS SECTION WAIVES ANY RIGHT TO A JURY TRIAL OR PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN A CLASS ACTION. IF A COURT OR ARBITRATOR DETERMINES THAT YOUR WAIVER OF YOUR ABILITY TO PURSUE CLASS OR REPRESENTATIVE CLAIMS IS UNENFORCEABLE, THESE ARBITRATION PROVISIONS WILL NOT APPLY AND OUR DISPUTE WILL BE RESOLVED BY A COURT HAVING JURISDICTION OVER SARASOTA COUNTY, FLORIDA WHICH SHALL BE THE EXCLUSIVE VENUE FOR SUCH LITIGATION. SHOULD ANY OTHER PORTION OF THESE ARBITRATION PROVISIONS BE DEEMED UNENFORCEABLE, THAT PORTION SHALL BE REMOVED, AND THE AGREEMENT SHALL OTHERWISE REMAIN BINDING.
13.7 The foregoing notwithstanding, Copytalk may initiate legal action to collect money from You for non-payment of Your license or for the Services.
14. Resolution of Questions of Interpretation and Issues Not Directly Covered in this Agreement.
In the event You and Copytalk disagree on the interpretation or meaning of any of these Terms, Copytalk shall have the sole discretion to interpret the meaning of said Terms. Further, to the extent You and Copytalk disagree about any issue arising from the Service that is not directly addressed or otherwise covered by these Terms, Copytalk shall have the sole direction to resolve the issue as it deems prudent or appropriate in its sole discretion, and its decision shall be final on the issue.
15.1 Entire Agreement. Except for those Subscribers whose license to use the Service is through a third party, this Terms of Service document is the complete, final and exclusive statement of the agreement between Copytalk and You relating to the subject matter hereof and shall supersede all prior understandings, writings, proposals, representations or communications, oral or written, relating to the subject matter hereof. No change to these Terms requested by You shall be binding upon Copytalk unless agreed to in a writing executed by both Copytalk and You.
15.2 Force Majeure. Except with respect to Your payment obligations under these Terms, neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance caused by acts of the other party, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, interruption in or lack of electrical, telephone or internet service, strike, labor disputes, war, riot, accident, shortage, delay in transportation, or any other cause beyond the reasonable control of the party whose performance is so delayed.
15.3 Notices. You may send notices to Copytalk by email to firstname.lastname@example.org. or via postal mail or by express delivery, addressed to Copytalk, LLC, 500 Tallevast Road, Sarasota, FL 34243, Attention: Customer Support, or at such other address as Copytalk may provide. Copytalk may send notices to You electronically by facsimile or e-mail, or by postal mail, in each case sent to the address or number provided by You when You registered for the Service. All notices shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received at the addressee's address if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent on a Business Day between the hours of 8:00 A.M. and 4:00 P.M. local of the recipient, and on the next Business Day if sent outside of the foregoing hours or not on a Business Day; or (d) on the date of receipt if sent by certified or registered mail, return receipt requested, postage prepaid. A "Business Day" is a day other than a Saturday, Sunday or other day on which commercial banks in Sarasota, Florida are authorized by law to be closed for business.
15.4 Waiver. A waiver of any default hereunder or of any of the terms or conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in these Terms shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.
15.5 Severability. In the event any provisions of these Terms are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby.
15.6 Assignment. You may not assign Your license without the express written consent of Copytalk. Any attempted assignment by You shall not be honored by Copytalk and shall cause an immediate termination of Your license. Copytalk shall be entitled to assign its rights and delegate its obligations hereunder to any subsidiary, affiliate or contractor or in connection with a merger or other business combination or in connection with the voluntary sale or transfer of all or substantially all of its assets or equity ownership. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
15.7 Governing Law. The validity, performance, construction, and interpretation of these Terms and Your license shall be governed by the laws of the state of Florida, excluding conflicts of laws principles. Subject to Section 13 above, You agree to submit to the exclusive jurisdiction of the Twelfth Judicial Circuit Court in and for Sarasota County and United States District Court, Middle District of Florida, Tampa Division. You expressly submit and consent in advance to such venue and jurisdiction of those courts, and waive any and all objections thereto.
15.8 Survival. Sections 9 ("Disclaimer of Service Warranties"), 10 ("Limitation of Liability for the Service"), 12.3 ("Indemnification"), 13 ("Dispute Resolution and Mandatory Arbitration") and 15 ("General") shall survive the expiration or termination of Your license, without limitation.
15.9 Privacy Notice. The provisions of the Privacy Notice, as from time to time set forth on the Copytalk website, are incorporated herein by reference and shall be an integral part hereof.
500 Tallevast Road
Sarasota, FL 34243