1. Acceptance of Terms
- (a) This Arrangement (this "Agreement"), along with the BINDING Settlement AND CLASS ACTION WAIVER Found HEREIN, is signed into by and between transcriberry.com, Inc. ("transcriberry.com," "we," "us" or "our") and you ("Customer," "you" or "your") (also referred to separately as "Party" or collectively as "Party").
- transcriberry.com provides easy and reliable recording, video captioning, translation, and other similar document services through its proprietary online Portal, which can be accessed from the website and associated domains of https://transcriberry.com, and transcriberry.com desktop or mobile applications ("Apps"), most of which may be periodically updated, such as any successor websites and domains, as well as online, smartphone or desktop applications (the Site and the Apps, "Service"). Any subscription or use of the Service is subject to the terms and conditions set out in terms of Service ("Terms"). At its discretion, transcriberry.com can change the Terms at any time. You may browse and check the latest up-to-date edition of the Terms on the URL of this website or by clicking on the "Terms of Service" tab inside the Service or else made accessible by transcriberry.com.
- When you sign the Terms on behalf of a corporation or other legal body, you reflect and guarantee that you are allowed and legitimately able to attach that entity to the Terms, wherein case "you" shall refer to that entity. You signify and request that you are:
- over 18 years of age
- legal age for the creation of a contractual contract;
- not an individual banned from ever using Service underneath the laws of your country of residence or any other relevant jurisdiction;
- not in a region that is subject to the U.S. Government embargo or as defined by the U.S. Government as a "promoting terrorist" country;
- not included with any U.S. List of banned or excluded groups, like the Specially Designated Nationals List.
WHETHER YOU DON'T HAVE AN AUTHORITY, OR IF YOU DON'T HAVE AN AUTHORITY, YOU WON'T BE ALLOWED TO ACCESS A FACILITY.
2. Grant of Rights.
transcriberry.com gives you a restricted, non-exclusive, non-transferable, non-sublicensable, revocable license. (a) navigating and browsing pages inside the Service; (b) connect and use any online apps, applications, or other related components made accessible via the Service only within the Service and only in the form found within the Service; and (c) set, run and use Applications on a computer that you own and manage, only in the executable, machine-readable, object code type. The privileges given to you under this Arrangement shall be subject to your complying with the Terms in all material respects.
3. Limitation of Liability not with standing in the consensus of the contrary
- According to section 3(a), the maximum aggregate monetary responsibility OF transcriberry.com and all of its REPRESENTATIVES in Accordance.
With the Arrangement under the theory of law shall not increase Real Losses suffered up to the greater of:
- a sum equal to six times the fees charged by the Customer for the use of the services the subject of the services of the claim in the first month of the services
- - the overall sum charged by the Customer to transcriberry.com for the use of the site or the facilities that are the subject matter of the case in the 12 months immediately following the event(s) that first led directly to the complaint arbitration or other related proceedings.
- The law mandates binding arbitration to settle any conflict or allegation occurring from referring in any manner to the terms and conditions or to the connection to or use of the system, such as the fairness, usefulness or interpretation of the terms and conditions (each 'claim'), and you accept that any such claim shall be settled only on a personal level and not in a class, collective, pooled or representative action. Kindly check sections 11(j) and 11(k) thoroughly to recognize your rights and responsibilities with regard to the settlement of any disputes.
- "Applicable Law" implies any relevant laws and regulations, such as those pertaining to safety at work, anti-money laundering, anti-corruption, privacy, data security, export restrictions, or transactions with foreign citizens.
- "Aggregate Data" means data that has been compiled in a way that does not expose any identifiable details and cannot fairly be used to classify the Client or End Users as the subject of such information.
- "Agreement" (with no restrictions, the word "this Agreement") includes the Terms, any Protocol, and any other addendum regulating the use of the Network by the User or the operation of the Service by transcriberry.com.
- "Credentials" implies all user identities, credentials, and other certificates similar to the use of the Consumer or End Users Site.
- "Customer Data" refers to any information, material, documents, and other resources that Customer and End Users send, download, email, distribute, process, or otherwise make accessible via the Portal.
- "Customer Facilities" includes Certificates and all other accounts, hardware, network, device, or Service under the scope or control of the Customer.
- 'Emergency Protection Issue' means: (I) the use of Website by End – User, Users that disrupts or is highly probable to obstruct the functionality of the Platform to other customers; or (ii) connection to the Platform by any unwanted third party via the use of any Customer Facilities.
- End Users' implies staff and consultants of the Client who enter and use the Network according to this Arrangement.
- "Intellectual Property" covers all assets synonymous with trademarks and inventions; copyrights, masks, and other pieces of authorship); trademarks, trade names, logos, and other source identifiers; trade secrets; applications, databases, and data; and other such property rights and technological designs.
- "Platform" indicates the patented system of transcriberry.com for quick and effective documentation, video captioning, translation, and other associated document services.
- "Suggestions" represents any recommendations, feedback, proposals, changes, or other input on the Website that Consumer or End Users want to have or make accessible to transcriberry.com.
- "Support" means the Platform repair and support services to be offered by transcriberry.com to the Customer as defined in Schedule 1.
5. Customer Obligations
- Account, Password, and Security: Users are responsible for protecting the integrity of your password and account; if any, they also are entirely responsible for all kinds of events that arise within your password or account. You consent to (I) promptly inform transcriberry.com of any improper use of your password or account or other violation of protection, and (ii) guarantee that you leave your account at the end of each session while using the Service. transcriberry.com would not be responsible for any loss or injury resulting from the inability to conform to this Clause.
- Restrictions. Except as expressly allowed within this Arrangement, the Client will neither approve nor permit any other entity to:
(I) replicate, adjust, convert, modify or construct derivative works dependent on the Software; (ii) backward engineer, decrypt, decompile, dismantle and therefore seek to access or extract the Platform's source code or structural framework; (iii) enter the Platform for the intent of measuring or creating, promoting, selling or supplying any service or product that works with or inc. (iv) take immediate steps that put an unfair or undue burden on the Network or its resources or adversely affects the right of anyone to use or utilize the Platform;n(v) rent, lease, lend, sell and or offer access to the Platform as part of a serviced office or related payment purpose; or (vi) use the Platform in some way whatsoever;
Without restricting the validity of the above statement, the following are a list of the form of material and/or usage that is unlawful or forbidden by transcriberry.com and you consent not to use the Service:
- I. Email or otherwise upload any material that (I) impinges the copyrights or other exclusive rights of any party; (ii) does not have the privilege to download under any statute or contractual or creditor relationship; (iii) contains software bugs or any other programming code, file or device intended to disrupt, disable or restrict the functionality of any software or hardware; (iv) presents or creates a privacy or protection danger to any individual; (v) is illegal, dangerous, threatening, aggressive, harassing, tortious, overly violent, defamatory, lewd, indecent, pornographic, libelous, intrusive of the privacy of another individual, racially, ethnically or otherwise hateful; or (vii) in the supreme judgment of transcriberry.com, is intolerable or forbids or prevents any other person.
- Interfere or interrupt the Service or the databases or networks connected to the Service, or reject any specifications, protocols, policies or regulations of the Networks linked to the Service;
- infringing any relevant provincial, federal, national or international law or any legislation having legal force;
- Impersonate another person or group, or wrongly claim or somehow misinterpret your association with an individual or entity;
- Request somebody for personal information;
- Collect email addresses or other contact details from several other users of the Service through digital or other methods in order to send spam emails or other communications;
- promote or try selling or buy any products or services for any commercial reason that is not expressly authorized;
- Advertise or promote any illicit crime or undertaking or provide information on unlawful activities; or
- Collect or seek to obtain or otherwise access any data and information by any method not deliberately available or delivered by the Service.
- Submit any non-public, confidential financial or medical records of any sort or any non-public, confidential personal details (e.g., social security numbers, driver's license numbers, personal bank account details, passport or visa digits, and credit card numbers).
transcriberry.com retains the right to prosecute and take effective legal action against anybody who, at transcriberry.com full discretion, breaches this clause, including, without restriction, deleting the offending material from the Service, disabling or disabling the account of such offenders, and referring to the police authorities.
- Technical requirements.
Consumer and Content Owners are primarily responsible for collecting, customizing, and managing all hardware, network connections, and third-party applications and services necessary to connectivity or have access to the site, including Customer Facilities and any other machines, handheld devices, software platforms, web browsers, and storage systems.
- Protection. Customers are primarily responsible for maintaining the confidentiality of Certificates and other operations performed using Customer Services. In the case that Customer becomes aware of any unauthorized access to or usage of the Network, the Customer shall immediately inform transcriberry.com of such illegal disclosure or use and make appropriate efforts to delete any unauthorized access or use. Consumers normally enforce effective security policies and access management techniques at all times to protect access to and use of the Network. All such steps shall conform with the prevailing industry requirements, but “no person shall consist of less than fair treatment.
- Customer Back-Up. Customer agrees that transcriberry.com may define general practices and limitations for the usage of the Database, including without restriction the overall amount of time that Customer Data will be maintained by the Platform and the total storage capacity that will be assigned to transcriberry.com databases on behalf of the Customer. The Client is responsible for the backup of Customer Records.
- Compliance with Law. The Client takes full responsibility for dealing with the Relevant Legislation on Customer's entry to and usage of the Network and its compilation, recording, transmission, and the use of Customer Data.
- Policies. Along with terms and requirements of this Arrangement, access to and the use of the website shall conform with and be applicable to any policy.
- You may be asked to make one or more payments and supply transcriberry.com with details about your credit card or other payment instruments to access the Facilities. You reflect and warrant to transcriberry.com that this data is valid and that you are allowed to use the payment method. You will promptly amend your account records for any updates (e.g., changes to your billing address or the expiry date on your credit card) that might arise. You consent to pay transcriberry.com the sum specified in the Service in compliance with the terms and conditions of this Agreement. Prepayments are non-refundable and can only be used for additional programs. The Customer takes responsibility for all wire transfer costs. The payments specified herein shall be denominated in U.S. dollars unless so specified.
- Invoicing. transcriberry.com can opt to charge via invoice, under which case the complete payment for invoices provided in any specified month must be collected by transcriberry.com thirty (30) days after the date of mailing of the invoice, otherwise, the Services may be discontinued. Unpaid invoices are subject to a financial penalty of 1.5 percent per month on the remaining debt, or the limit allowed by Statute, whichever is lower. If you deny any costs, you must notify transcriberry.com within thirty (30) days of the date on which transcriberry.com charges you.
- Pricing. We retain the right to adjust the prices of transcriberry.com no matter when without warning. The price of transcriberry.com will be displayed on the Web page. Your continuing use of the Service after the adjustment in pricing becomes applicable constitutes your decision to pay the updated rate.
- Duplicative Uploads. The client accepts and understands that it is responsible for duplicating data uploads or for choosing the wrong type of Service.
- Taxes. This and any other sums owed hereunder by the User will be exclusive to any value-added, purchase, use, excise, or other related taxes ("Taxes"). The client shall be fully responsible for payment of all relevant taxes.
7. Intellectual Property
- Responsibility for Data. Client and End Users, and not transcriberry.com, are in charge of all Customer Data and for providing the requisite notifications and obtaining the appropriate consents (along with all required approvals from Intellectual Property Holders) prior to uploading Customer Data via or to the Portal. Client and End Users should not send, upload, email, transfer, or otherwise remain public through the Platform any data not held by Customer or End Users or with which Customer and End Users may not have all the required consent to submit, upload, email, transmit and or make it accessible through the Platform.
- Customer Ownership.
transcriberry.com accepts and recognizes that as both Consumer and transcriberry.com, Customer holds all rights, title, and interest (along with all Patent Rights) in and to Customer Data and all interpretations, transcripts, or captions of those Customer Data. In the course of the duration of this Arrangement, Customer grants to transcriberry.com and its service providers a global, royalty-free, non-exclusive license to use, copy, modify, adapt, construct derivative works from, execute, view, transmit, render and make Customer Data (as well as Aggregate Data) as required for transcriberry.com to (I) offer Customer and End User Access to the Network and (ii) measure the progress of the system.
- transcriberry.com Ownership. Client accepts and recognizes that, as both transcriberry.com and Customer, transcriberry.com holds all rights, title, and interest (including all property rights) in and on the Network and all enhancements, improvements, or changes thereof, including any data found within (except for Customer Data).
- Aggregate Data. User understands and accepts that transcriberry.com can obtain or create Aggregate Data in conjunction with supplying End Users with network access, and that Customer, therefore, permits transcriberry.com and its Service Providers a permanent, irrevocable, worldwide, royalty-free, fully-paid, non-exclusive, sub-licensable, transferable license to use, replicate, alter, modify, and produce intellectual property from; publicly execute, publicly view, share, render, and set aggregate data for any legal reason.
- Suggestions. You accept and consent that any Proposals you make to transcriberry.com are non-confidential, will become the property of transcriberry.com, and transcriberry.com shall have the right to free use and propagation of these Suggestions for any reason whatsoever, whether commercial or otherwise, without recognition or reimbursement to you.
- Intellectual Property Notices. The client should not delete, alter, or change in any manner any copyright notices or trademark notices or other warnings or disclaimers appearing on the website or some other content made accessible by transcriberry.com.
- Reservation of Rights. Each Side retains all privileges not specifically provided under this Agreement.
- Third-Party Software. Any elements of the framework can be supplied with or integrated into third-party applications licensed under free Software licensing arrangements or other third-party licensing terms ("Third-Party Software"). Customer accepts and confirms that: (I) transcriberry.com has no commercial interest in any third party software; (ii) Despite anything to the contrary, all Third-Party Software shall be given "AS IS" with all errors and neither the content provider of Third-Party Software nor transcriberry.com shall be responsible for any actual, indirect, incidental, extraordinary, punitive, consequential damages or lack of benefit or cost of cover resulting from Third-Party Software, such as access to or use of Third-Party Software; and (iii) Third-Party Applications can be subject to different terms set out under the respective contractual arrangements applicable to certain Software.
8. Term, Suspension, and Termination.
- Term. The duration of this Agreement shall commence on the date on which you start to use the Service and shall extend as long as you hold a transcriberry.com account until any party terminates it in line with the requirements of this Agreement. This Arrangement can be dissolved by either party after 30 days of written note towards the other party.
- Suspension. transcriberry.com retains the ability to suspend entry to the Network by the Client or other End User in the case of an emergency security problem. transcriberry.com would make economically fair attempts to minimize the suspension to the minimal degree and length required to remove the emergency protection problem. transcriberry.com also retains the right to terminate or withdraw access to the site from any End User who breaches this Arrangement or any Regulation.
- Termination for Cause. Despite anything contrariwise, this Arrangement can be canceled as follows: (I) by a non-binding party in the event of a substantive violation of this Agreement by the other party which is not resolved within thirty (30) days of receipt of a written notice from the non-binding party; or (ii) by any party at the time that other party remains unpayable or bankrupt; it shall be the target of any insolvency, insolvency or debt recovery proceedings; it shall be named by the receiver or the manager; it shall render the assignment for the advantage of the creditors, or it shall stay ahead of any applicable statute in place for the liquidation or liquidation of the business of that party.
- Events Upon Termination. Upon expiry or dissolution of this Agreement about any cause: (I) all privileges given by the Parties under this Agreement shall be revoked without delay; and (ii) the Consumer shall automatically cease all use of the Network made available under such an Arrangement. Upon expiry or dissolution of this Agreement, each Members shall instantly stop any use of the Confidential Information of the other Party (as specified in Section 10(a) and must, upon written order, delete all samples of such Confidential Information under its jurisdiction. Despite the apparent termination of this Arrangement for any cause, no party shall be discharged of any responsibility, obligation, debt, or liability that has occurred or accrued previous to the actual termination date. Within 30 days of expiration, transcriberry.com will refund all prepaid, deferred payments.
- Survival. Any clause expected to survive the termination or dissolution of this Arrangement shall survive such termination or dissolution, including Sections: 3 (Restriction of Obligation);5 (Payments); 6 (Copyright Law); 7(d) (Events Upon Termination); 7(e) (Survival); 8 (Amendment); 9 (Private Information); 10 (Disclaimer of Warranty coverage) and 11 (Miscellaneous).
- Company Indemnification. Company will protect Customer contrary any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third participant asserting that using of the Company’s Service could misappropriate the United States (US) patent, or/and encroaching to the copyrighting rights, trade secret. In addition, will compensate Customer any material losses finally designated against (or any settlement approved by Company) Customer in connection with any such Claim; provided that:
- The Client need to inform the Company immediately if such ClaimClaim has happened.
- The Company will have singular and particular authority during the process of solving (defending and/or settling) such Claims. The Client's prior written consent is the reason to settle the Customer in the Claim process. This document may be reasonably declined by the Company (in a case when it unconditionally releases Customer of all related liability).
- Customer rationally cooperates with the Company in connections in addition to that. In case when using the Company's services has become or in Company's mind might become as a subject of any offense's ClaimClaim, Company might at its opinion and expense:
- Provide to the Customer the right to continue cooperation with the Company in perspective;
- Change or modify Services that had been provided by the Company in case make it non-infringing (with a comparable set of functions);
- At the point when the first or second options cannot applicable, will terminate this Agreement.
- Customer Indemnification. The Client agrees that the Company is not responsible and the Client must compensate, protect and secure the Company from any losses to the extent that they arise in connection with any Claim if such Claim is wholly or partially caused by:
- Breach of this Agreement or failure to comply with any Policy by the Client;
- Use of the Company's Service by the Customer not in accordance with this Agreement;
- Customer data; or
- The combination, operation, or use of Company's Services with other applications, parts of applications, product (s) or services where the Company does not infringe on rights.
This section indicates the Company's sole and exclusive responsibility and obligation and the Customer's exclusive remedy concerning any claims of any nature related to the infringement or misappropriation of intellectual property.
- Procedure. The reimbursed party must:
- promptly provide the reimbursing party with written notice of any reimbursable claim; provided, however, that failure to provide such timely written notice by the indemnifying party does not relieve the indemnifying party of any liability for damages under this Section 8, unless doing so prejudices the indemnifying party;
- cooperate fully with the indemnifying party at the indemnifying party's expense in the defense or settlement of any indemnity; and
- give the indemnifying party exclusive and complete control over the defense or settlement of any reimbursable claim; provided, however, that any settlement must include the complete release of the compensated person without requiring the compensated party to make any payments or incur any obligations.
10. Confidential information
- 10.1. Definition. The term "Confidential Information" includes all business or technical information of a party, whether it was accepted, received, or viewed by the Recipient, before or after signing this Agreement, in written, visual, electronic, or/and oral form. The concept of confidential information might include, however, is not limited to information on prices, offers of individual services, technical information, marketing, and business plans, databases, specifications, formulations, tools, prototypes, sketches, models, drawings, specifications, procurement requirements, technical information, product samples, computer software (source and object codes), forecasts, identification data or information about actual or potential customers or projects, clinical trials, methods, inventions, discoveries, know-how, and trade secrets. This might contains any other information that can reasonably be considered confidential. Confidential information also includes all such business or technical information of any third party that is in possession of the party, in addition to the exclusions set out in this section.
Confidential information does not include the following information:
- was available to the Recipient prior to the disclosure of this information to the Recipient and is free from any confidentiality obligations in favor of the disclosing party and is known to the Recipient at the time of disclosure;
- is provided to the Recipient from a third party that the Recipient was not aware of at the time of such availability, which is subject to a confidentiality obligation in favor of the disclosing party;
- is provided by the disclosing party to third parties without restrictions on the disclosure of such information;
- is or becomes publicly available, except as a result of disclosure by the Recipient prohibited by this Agreement; or a party or its directors independently develop v., officers, members, partners, employees, consultants, contractors, agents, representatives, or affiliates (collectively, "Related Persons").
- Non-disclosure. The Recipient will keep confidential and will not disclose any Confidential Information other than providing Confidential Information to Related Parties, provided that confidentiality agreements bind such Related Parties. The Recipient will use reasonable precautions and adequate measures to protect the confidentiality of the Confidential Information and prevent the Confidential Information from being disclosed, provided to unauthorized persons, or used in violation of the mentioned above.
Despite any provision of this Agreement to the contrary, the Recipient is free to do that. This Agreement does not restrict the disclosure of Confidential Information in the course of a judicial, legislative or administrative investigation or proceeding, or to the Government or other regulatory authority. Subject to all of the above, if permitted by law, the Recipient provides the disclosing party with prior notice of the alleged disclosure and authorizes the disclosing party to intervene to protect its interests in respect of Confidential Information and to cooperate and assist the disclosing party in seeking such protection. Despite any provision of this Agreement to the contrary, the Recipient is free to do so. This Agreement does not restrict the disclosure of Confidential Information in the course of a judicial, legislative or administrative investigation or proceeding, or to the Government or other regulatory authority. Subject to all of the above, to the extent permitted by law, the Recipient provides the disclosing party with prior notice of the intended disclosure and authorizes the disclosing party to intervene to protect its interests with respect to Confidential Information and to cooperate and assist the disclosing party in seeking such protection.
- Data security. The Company will use commercially reasonable efforts to maintain security according to Appendix B: Security.
- Publicity. Customer agrees that Company may use Customer's name and trademarks in marketing materials and Company’s website; however, Company will not use Customer's name or trademarks in any other advertising (such as press releases, customer reviews, etc. case studies) without prior written permission.
- Independent Contractors. Company and Customer are in the relationship, which established by this Agreement is exceptional as the independent contractors. Neither party is in any way a partner or agent of the other party, and neither party is empowered or authorized to create or accept any obligations of any kind, implied or expressed, on behalf of the other party without the express prior written consent of such party, the other party.
- Insurance. Company shall, for the duration of this Agreement, maintain the following coverage at its own expense and cost:
- Statutory employee compensation and employer liability as required by state law, with a minimum limit of $ 1,000,000 per accident / $ 1,000,000 per illness/policy limit of $ 1,000,000 per incident;
- Disability and unemployment insurance, as well as all other types of insurance required by law, including Employer Liability Insurance with limits of at least $ 1,000,000 per case or any amount required by applicable law, whichever is greater;
- General commercial liability based on accidents, including operations with premises, completed product operations, material damage in a broad sense, contractual liability, independent contractors, and personal liability, with a minimum, combined single limit of $ 1,000,000 per case, with the Customer specified as an additional insurer; and
- Professional Error and Omission Insurance coverage covering the Error Correction Service, with coverage limits of at least US $ 2,000,000 per claim or incident / cumulative US $ 2,000,000, placed either on the basis of" incidents "or on the basis of "claims made."
- Notifications. Regular messages from the Company Client will be able to receive regarding the Platform from the Support team, or services should be sent to the Customer Service department through the client portal. In order to notify the termination of the Agreement in connection with a violation, compensation for damages, or other legal issues, the Client must send it by e-mail or address it to:
Company communication with Customer through the Platform or/and Services. All legal notices might be published on the Customer portal, sent by e-mail, or re-sent to the persons that the Customer specifies as contact persons in the Customer's account.
Notifications are considered received from the moment of their publication or delivery or, if this time does not fall within a business day, from the beginning of the first business day following the time of publication or delivery. For the purposes of counting days for notification periods, the business day on which the notification is considered received is considered the first day. Notifications are written in the English language.
- Purpose. Customer may not assign this Agreement or sublicense, assign or delegate any rights or obligations under this Agreement by virtue of law or otherwise without the Company's prior written consent. This Agreement shall be binding and effective for the parties' benefit to this Agreement and their respective successors and permitted assigns.
- Interpretation. For the purposes of this Agreement: (i) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be interpreted without regard to any presumption or rule requiring interpretation or interpretation with respect to the party composing the document or initiating any document drafting.
- Full consent. This Agreement contains the full consent of the parties concerning the subject matter of this Agreement. It supersedes all previous or simultaneous oral or written negotiations or agreements concerning such subject matter. In the event of any conflict between this Agreement and any Policy, the terms of this Agreement shall prevail.
- Amendment. This Agreement, effective on the date of Customer’s purchase of the Service, governs the Service's use. The Company has the unilateral right to update this Agreement at any time without prior notice. Any such updated Agreement will govern your use of the Service during or after any such update of this Company Agreement.
- Severability. Suppose any provision of this Agreement is found to be invalid or unenforceable under Applicable Law. In that case, such provision shall be interpreted, limited, modified or, if necessary, singled out to the extent necessary to eliminate its invalidity or unenforceability, without any effect on the remaining parts of this Agreement.
- Applicable law. This Agreement is governed by, construed, and applied following the United States of America laws and Texas's State, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from this Agreement's scope.
- Arbitration. Based on this Agreement, the parties agree that in the event of any conflict of interest, litigation, dispute, or claim between them (collectively referred to as the "claim") will be bound to be referred to arbitration in Austin, Texas. Arbitration proceedings are conducted following the American Arbitration Association's commercial rules in force at the dispute or claim time. One Arbitrator conducts arbitration from AAA or similar arbitration service.
According to these rules, the Arbitrator undertakes to decide motivated by the law, taking into account the facts and current regulations. Either party may apply to any court of competent jurisdiction for enforcement of the award in accordance with the Agreement or for enforcement of the award.
Neither the party nor the Arbitrator may disclose the existence, content, or results of any arbitration under the Agreement without both parties' prior written consent. Besides, both parties have the right to appeal such a decision under the non-binding AAA Arbitration Rules on Appeals that are in effect at the time of the dispute or claim. All grounds for setting aside an arbitration award are specified in the Federal Arbitration Act, 9 USC. § 1, as well as if the Arbitrator made significant and biased legal errors.
The relevant complaint will be considered based on written documents that were submitted by the parties without oral arguments. Once the rights of appeal described in section 13 (i) have been exercised or revoked, the parties no longer have the right to appeal the decision. Notwithstanding the contrary, the Client and the Company may seek injunctive relief and any other fair remedies in any court of competent jurisdiction to protect such party's intellectual property rights, whether in aid of, pending, or independent of the resolution of any arbitration dispute. Procedures set out in section 11 (j).
- Renunciation of class and collective actions. The Client and the Company mutually agree that by entering into this Agreement and agreeing to the arbitration provisions set forth therein, both waive their right to initiate, adjudicate or arbitrate any dispute or claim as a class action, and the Arbitrator will have no authority to hear or hear any class action and/or class action ("class action waiver"). Notwithstanding any other clause contained in the arbitration clause set forth in section 11 (j) or the AAA rules, any claim that this class action waiver is wholly or partly unenforceable, unfair, invalid, or contested can only be determined by a court of competent jurisdiction and not by an arbitrator. The class action waiver will be separated from the arbitration agreement in this Agreement in any case where (1) the dispute is filed as a class action and/or class action and (2) a final court decision that all or part of the class action waiver is invalid, unenforceable, invalid or invalid. In such a case, the class action and/or class action to that extent must be heard in a civil court of the relevant jurisdiction, but the enforceable part of the waiver of the class action must be enforced in arbitration.
- Without refusal. One party's failure to require the other party to strictly comply with any provision of this Agreement does not affect the full right to require such performance at any subsequent time, nor can any party's refusal to violate any provision of this Agreement is accepted or withheld. To be a waiver of the position itself, any waiver of the provisions of this Agreement or any breach or default of obligations under it must be set out in a written document signed by the party to which such waiver is to be applied.
- Force majeure. Both parties to this Agreement shall not be liable for any failure to comply with their obligations under this Agreement to the extent that natural disasters cause it, fires, accidents, floods, war, strike, lockout, failure of public services, injunction, or any action, implementation, approval or demand of any public authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
- Notification of California. Section 1789.3 of the California Civil Code establishes for California users the right to receive the following consumer rights notice:
The Company undertakes not to provide any services or other rewards to the Customer in exchange for the Customer's personal information or otherwise engage in activities that qualify as "sales" under the California Consumer Privacy Act ("CCPA") or other applicable laws ("sales"). The Company undertakes not to sell the Client's personal information and to refrain from any use or transfer of the Client's personal information (including to a subprocessor or other third party) that qualifies as a sale. Except to the extent necessary to provide services to the Client: (i) the Company does not collect, transfer or use any personal data of the Client; and (ii) must not obtain or exercise any rights or benefits from the Client's personal data. Concerning the services provided, the Company must apply reasonable security standards in accordance with applicable law and reasonably assist the Customer with any request received from an individual following the CCPA or other applicable law.