Terms of Service

Effective February 18, 2023

Welcome, and thank you for your interest in Scrivano (" Scrivano," "we," or "us ") and our voice tool, along with our upcoming website at ​https://scrivano.net/, along with our related networks, applications, mobile applications, and other services provided by us (collectively, the ​"Service"). These Terms of Service are a legally binding contract between you and Scrivano regarding your use of the Service. As used herein, "you" or ​" your" means any entity, university, organization, or company accessing or using the Service ("Organization") as well as any individual end user ​accessing and using the Service, as applicable and hereby agreeing to these Terms.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE ​READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND ​CONDITIONS, INCLUDING SCRIVANO'S PRIVACY POLICY (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, ​THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND SCRIVANO'S PROVISION OF THE SERVICE TO YOU, ​CONSTITUTES AN AGREEMENT BY SCRIVANO AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved ​by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SCRIVANO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO ​PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend ​your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ​ARBITRATOR and NOT a judge or jury. (See Section 19.)

BETA TESTING

SCRIVANO'S SERVICES ARE IN BETA TESTING .

You are hereby given notice that the Services are being offered only in "beta" version. Any production candidate or non-production version of ​Services (or any feature thereof) or other version of the Services designated as a beta or testing version is considered a beta Service under these ​Terms. If we permit you to use the Service in beta mode, you agree that information we provide relating to the Service is Confidential Information (as ​defined below), and you specifically agree, in addition to the other requirements set forth in these Terms, to not: (i) use the Service for benchmarking ​or performance testing or to publicly disseminate performance information or analysis from any source relating to the Service; (ii) modify or create ​derivative works of the Service or remove any product identification, proprietary, copyright or other notices contained in the Service; or (iii) allow any ​other individual to access or use the Service. We, at our sole discretion, shall determine whether or not to continue or discontinue the beta testing, ​and may cease offering any feature or Service in beta mode at any time.

To the extent you receive or possess any nonpublic information from us that is designated confidential or, given the nature of the information or ​circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information is our " Confidential Information" and ​must be handled according to these Terms. Confidential Information includes but is not limited to: (a) nonpublic information about our technology, ​customers, business plans, marketing and sales activities, finances, operations and other business information; and (b) the existence and content of ​our discussions or negotiations with you regarding your account and/or use of the Services. Confidential Information does not include any information ​that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of ​your receipt from us; (iii) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act or by violating the ​rights of us or third parties; or (iv) can be shown by documentation to have been independently developed by you without reference to the ​Confidential Information.

You may not use Confidential Information except in connection with your use of the Service as permitted under these Terms or as separately ​authorized in a signed writing by us. You agree to not disclose Confidential Information during the term of these Terms, after you cease using the ​Services and after these Terms otherwise no longer applies. You will take all reasonable measures to avoid disclosure or unauthorized use of ​Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.

1. Scrivano Service Overview . The Service enables users to transform recorded voice conversations into transcribed notes by using third-party ​proprietary services designed to transcribe audio recordings, which transcriptions are then summarized, synthesized, paraphrased, classified, ​organized or otherwise processed by third-party proprietary artificial intelligence algorithms, software and/or systems designed to mimic (through ​computers) intellectual works processed by the human brain, such as understanding the natural language that humans speak, conducting logical ​reasoning, and learning by experience (" Artificial Intelligence Systems").

2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least ​18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in ​compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf ​represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration.

3.1 General. To access most features of the Service, you must register for an account. When you register for an account, you may be required to ​provide us with some information about yourself, such as your name, email address, phone number, or other contact information. For Business or ​Enterprise Organizations, if you wish to designate individual users to access and use the Service under your account (such users, " Authorized Users"), ​you may also be required to provide us with some information about such Authorized Users. You agree that the information you provide to us is ​accurate and that you will keep it accurate and up-to-date at all times, and that you have all necessary rights and approvals to provide such ​information. When you register, you will be asked to provide a password. You are responsible for maintaining the confidentiality of your account and ​password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you ​must immediately notify us at [Email Address Pending].

3.2 Authorized Users.

a. You are responsible for: (i) identifying and authenticating all of your Authorized Users (ii) approving access by your Authorized Users to the Service ​and designating appropriate access controls in connection with your account, (iii) controlling against unauthorized access by your Authorized Users, ​and (iv) all activities that occur under your Authorized Users' usernames, passwords or accounts as a result of your Authorized Users' access and use ​of the Service.

b. If you received your credentials to access and use the Service (including certain features thereof) from your Organization or otherwise are accessing ​the Service under your Organization's account, you acknowledge and agree that your access to the Service as provided by your Organization is subject ​to the agreement between Scrivano and your Organization with respect to the Service. You also acknowledge that your Organization may terminate ​the access to the Service that they provide to you at any time. Scrivano will have no liability to you in connection with any such removal or ​termination.

c. If the domain of the email address associated with your account is owned by an Organization and was assigned to you as an employee, contractor or ​member of the Organization (such as yourname@youremployer.com), you acknowledge and agree that we may identify your account to the ​Organization, migrate your account to the Organization's account, and/or restrict or terminate access to your account. Scrivano will have no liability to ​you in connection with any such disclosure, restriction, or termination.

d. Scrivano Business or Enterprise is not yet available as of the date of these Terms. Upon becoming available, when you join an Scrivano Business or ​Enterprise account or when you convert an existing Scrivano individual account into an Scrivano Business or Enterprise account, you must do the ​following:

-Use it in compliance with your organization's terms and policies. Please note that Scrivano Business and Enterprise accounts are subject to the ​Organization's control. The Organization administrators may prevent you from later disassociating your account from the Organization account. They ​may also restrict or terminate your access to an Scrivano Business or Enterprise account.

-Acknowledge that all the data under your account is owned by the Organization and the Organization administrators have the right to access, ​disclose, restrict and remove information in your account. This includes the data that predates when you joined the Organization account.

4. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have the opportunity to ​review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.

4.1 Price. Scrivano reserves the right to determine pricing for the Service. Scrivano will make reasonable efforts to keep pricing information published ​on the website up to date. We encourage you to check our website periodically for current pricing information. Scrivano may change the fees for any ​feature of the Service, including additional fees or charges, if Scrivano gives you advance notice of changes before they apply. Scrivano, at its sole ​discretion, may make promotional offers with different features and different pricing to any of Scrivano's customers. These promotional offers, unless ​made to you, will not apply to your offer or these Terms.

4.2 Authorization. You authorize Scrivano and its third party payment processors to charge all sums for the orders that you make and any level of ​Service you select as described in these Terms or published by Scrivano, including all applicable taxes, to the payment method specified in your ​account. If you pay any fees with a credit card, Scrivano or its third party payment processors may seek pre-authorization of your credit card account ​prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. At its discretion ​Scrivano may allow an organization to purchase the Service by issuing an invoice for payment that must be settled within 30 days of issuance.

4.3. Payments and Billing

4.3.1 We use third-party payment processors (including Apple or Google, or similar platform, if applicable through the mobile application) (the " ​Payment Processors") to bill you through the payment account(s) linked to your account (your " Billing Information"). The processing of payments may ​be subject to the terms, conditions and policies of the Payment Processors in addition to these Terms. We are not responsible for acts or omissions of ​the Payment Processors. You agree to pay us, through the Payment Processors or as otherwise agreed to by Scrivano, all sums for Services you select ​or use at applicable prices in accordance with our pricing and billing policies ([URL to Billing Info Pending]) when logged into your Scrivano account) ​and you hereby authorize us and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) ​specified in or linked to your Account (your " Payment Method").

4.3.2 You must provide current, complete and accurate information for your account and Billing Information, and must promptly update all such ​information in the event of changes (such as a change in billing address, credit card number, or credit card expiration date). You must promptly notify ​us or our Payment Processors if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable. However, charges are at the sole ​discretion of Scrivano non-refundable for any basis whatsoever. Changes to such information can be made in your account settings.

4.3.3 By entering into these Terms and using the Service, you agree to be billed on a recurring basis and to be automatically charged by us or our ​Payment Processors using your Payment Methods upon invoicing. If your Payment Method or payment of fees is subject to other terms and ​conditions, as set forth in order forms, invoices or otherwise, then those other terms and conditions apply in addition to these Terms. If applicable, ​you may also be billed an amount up to your current balance at any time to verify the accuracy of your account information. We reserve the right to ​deactivate, terminate, prevent access to, disable services for, and/or delete any accounts or access to the websites and Service at any time at our sole ​discretion, including for nonpayment, late payment, or failure to charge your Payment Methods upon invoicing.

4.3.4 You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to your ​purchase of the Service, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services ​taxes (GST) (collectively, "Taxes"). Unless otherwise stated, our pricing policies do not include and are not discounted or enhanced for any such Taxes. ​If we become obligated to collect or pay Taxes in connection with your purchase of the Service, those Taxes will be invoiced to you as part of a billing ​process or collected at the time of purchase. In certain states, countries and territories, we may determine if your purchase of Service is subject to ​certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. You must provide us with any tax identification ​information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any ​misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, ​fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance.

4.3.5 We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, terms and policies concerning ​the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any ​time and for any reason or no reason by us, including for abuse, misrepresentation of account information, unauthorized transfer, or illegal conduct ​by you.

4.4 Subscription Service.

a. General. The Service may include automatically recurring payments for periodic charges ("Subscription Service"). If you activate a Subscription ​Service, you authorize Scrivano or Payment Processors, on a going-forward basis and until cancellation of either the recurring payments or your ​account, all accrued sums on or before the payment due date for the accrued sums, including all accrued sums for your Authorized Users. The " ​Subscription Billing Date" is the date when you purchase your first subscription to the Service. For more information on the " Subscription Fee", ​please see [URL pending]. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next ​subscription period, which may be one month or one year depending on the selection you make on your account (such period, the "Initial Subscription ​Period"). The term of each Subscription Service will automatically renew for a period equal to the Initial Subscription Period or one (1) year periods, ​whichever is less, unless otherwise identified in an applicable Order Form (each, a " Renewal Term") unless a party provides the other party written ​notice thirty (30) days in advance of the expiry of the Subscription Service or then-current Renewal Term, as applicable, of its desire to amend the ​duration of the Renewal Term, modify number of Users or terminate the Order Form. Customer is responsible and will pay Scrivano all Subscription ​Fees under an Order Form for the entire Subscription Term and any applicable Renewal Term. If you may add additional users to Teams accounts ​throughout the Subscription Period you will be charged a pro-rata fee for the time remaining to the renewal period. You must cancel your subscription ​before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Scrivano or its third party payment processor will bill ​the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your ​payment information). You may cancel the Subscription Service in the settings page for your account at Scrivano if you signed up directly via our ​website, or through settings in the Apple App Store, or Google Play Store if you subscribed directly in the mobile application or contacting us at: ​[Email Address Pending].

4.5 Delinquent Accounts. Scrivano may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for ​which any sums are due but unpaid. Without limiting the generality of the foregoing, if you have been provided access to the Service (including certain ​features thereof) via your Organization and your Organization has not paid all sums due, we may suspend or terminate your access to the Service. In ​addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or ​collection of any the unpaid amount, including collection fees.

5. Licenses

5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Scrivano grants you, solely for your personal, non-​commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any ​mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and ​use the Service.

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, ​distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the ​Service, including any security or access control mechanism; (d) access or use the Service in violation of any usage restrictions or other limitations ​associated with the level of Service you (or your Organization) have selected to access and purchased, if applicable. If you are prohibited under ​applicable law from using the Service, you may not use it.

5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (" ​Feedback"), then you hereby grant Scrivano an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the ​Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

6. Ownership; Proprietary Rights. The Service is owned and operated by Scrivano. The visual interfaces, graphics, design, compilation, information, ​data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided ​by Scrivano are protected by intellectual property and other laws. All Materials included in the Service are the property of Scrivano or its third party ​licensors. Except as expressly authorized by Scrivano, you may not make use of the Materials. Scrivano reserves all rights to the Materials not granted ​expressly in these Terms.

7. Third Party Terms

7.1 Third Party Services and Linked Websites. Scrivano may, through the Service, export data and information, including User Content, to third party ​services (" Third Party Services") such as services providing tools to transcribe recordings as well as Artificial Intelligence Systems for the purpose of ​processing information as described in Section 1 above, as well as through features that may allow you to link your account on Scrivano with an ​account on the Third Party Service, such as Google, Twitter or Facebook, or through our implementation of third party buttons (such as "share" or ​"email" buttons, if applicable). BY USING THE SERVICE (OR TO THE EXTENT OPTIONAL TO YOU, BY CHOSING TO USE THESE TOOLS), YOU AGREE THAT ​SCRIVANO MAY TRANSFER SUCH DATA OR INFORMATION TO SUCH THIRD PARTY SERVICES, AS APPLICABLE, AND THAT YOU FOREGO ANY CLAIM ​WHATSOEVER AGAINST SCRIVANO IN CONNECTION WITH, AND ASSUME THE RISK ASSOCIATED WITH, SUCH THIRD PARTY'S USE OF SUCH DATA AND ​INFORMATION. THIRD PARTY SERVICES ARE NOT UNDER SCRIVANO'S CONTROL, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SCRIVANO IS ​NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE'S USE OF YOUR EXPORTED DATA OR INFORMATION. YOUR ACCESS AND AUTHORIZED USE OF ​THE SERVICE IS CONDITIONED TO YOU ACCEPTING THESE RISKS. The Service may also contain links to third party websites. Linked websites are not ​under Scrivano's control, and Scrivano is not responsible for their content.

8. User Content

8.1 User Content Generally . Certain features of the Service may permit users to upload content to the Service (including by syncing your account with ​Third Party Accounts as further described in Section 8.1), including voice recordings, audio recordings, data, text, photographs, and other types of ​works (" User Content"), and to otherwise publish User Content on the Service. To the extent you desire to use the Service in connection with ​materials or information located on other third-party accounts (collectively, "Third Party Accounts"), you hereby grant Scrivano permission to access ​the Third Party Accounts in connection with Scrivano's provision of the Service. As between you and Scrivano, you retain any copyright and other ​proprietary rights that you may hold in the User Content that you post to the Service.

8.2 Voice Recordings. The Service may provide a feature that allows you to record individual conversations and/or upload recorded conversations. ​The laws regarding the notice and notification requirements of such recorded conversations vary by location. YOU ACKNOWLEDGE AND AGREE THAT ​YOU ARE SOLELY RESPONSIBLE FOR PROVIDING ANY NOTICES TO, AND OBTAINING CONSENT FROM, INDIVIDUALS IN CONNECTION WITH ANY ​RECORDINGS AS REQUIRED UNDER APPLICABLE LAW, INCLUDING NOTICES AND CONSENTS IN CONNECTION WITH THE EXPORTATION OF SUCH ​RECORDINGS TO THIRD PARTIES SERVICES.

8.3 Limited License Grant to Scrivano. Customer retains all ownership rights to the User Content processed using the Service. You grant Scrivano a ​worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, ​modify, export, process, transform, and distribute your User Content, in whole or in part, in any media formats and through any media channels now ​known or hereafter developed in a manner that is under your control. Customer may delete User Content from their account. Once User Content has ​been deleted from the user account, no record of the User Content is retained and the User Content cannot be recreated by the service.

8.4 License Grant. By providing User Content, or granting access thereto via your account at the Service, to other persons (users or not of the Service), ​you grant those persons a non-exclusive license to access, use, modify, and distribute that User Content as permitted by these Terms and the ​functionality of the Service.

8.5 Access to User Content and Results. Scrivano may permit you to share certain User Content or the results of processing User Content with other ​users of the Service, share User Content or the results of processing User Content outside of the Service, or even make certain User Content or the ​results of processing User Content public for all (even non-Service users) to view. You acknowledge and agree that, although Scrivano may provide ​certain features intended to allow you to restrict access of some User Content you create from others, Scrivano does not guarantee that such User ​Content or any results of processing User Content will never be accessible by others. To the fullest extent permitted by law, Scrivano is not ​responsible for the use of any User Content or results of processing User Content by users or non-users of the Service or any third parties.

8.6 User Content Representations and Warranties. Scrivano disclaims any and all liability in connection with User Content. You are solely responsible ​for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, ​represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Scrivano and ​users of the Service to use, distribute and export your User Content as necessary to exercise the licenses granted by you in this Section, in the manner ​contemplated by Scrivano, the Service, and these Terms;

b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate ​any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual ​property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) ​cause Scrivano to violate any law or regulation; and

c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, ​embarrassing, hateful, or otherwise inappropriate.

8.7 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any ​way responsible or liable for User Content. Scrivano may, however, at any time and without prior notice, screen, remove, edit, or block any User ​Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed ​to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to ​waive, and do waive, any legal or equitable right or remedy you have or may have against Scrivano with respect to User Content. If notified by a user ​or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion ​whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Scrivano does not permit copyright-​infringing activities on the Service.

8.8 Monitoring Content. Scrivano does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by ​third parties; or (c) the use of the Service by its users. Scrivano is not responsible for the use of any User Content by users or any third parties. You ​acknowledge and agree that Scrivano reserves the right to, and may from time to time, monitor any and all information transmitted or received ​through the Service for operational and other purposes. If at any time Scrivano chooses to monitor the content, Scrivano still assumes no ​responsibility or liability for content or any loss or damage incurred as a result of the use of content.

8.9 Machine Learning. Scrivano shall have the right to collect and analyze data and other information relating to the provision, use and performance of ​various aspects of the Service and related systems and technologies (" Usage Data"). The Service may be implemented using machine learning ​systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing ​User Content and Usage Data ("Machine Learning "). Nothing in these Terms prohibits Scrivano from using such Machine Learning for testing, tuning, ​optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. Nothing in these Terms gives you any rights ​in or to any part of the Service or the Machine Learning generated by Company or the Machine Learning generated in the course of providing the ​Service.

9. Communications.

9.1 Text Messaging. Scrivano and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages ​may be used for two factor authentication. Standard data and message rates may apply whenever you send or receive such messages, as specified by ​your carrier and Scrivano is not responsible for these charges.

9.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you ​on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device's "settings" page.

9.3 Email. We may send you emails in the course of delivering the service to notify when User Content has been processed, shared with you or for ​other operational purposes. We may also send emails concerning our products and services, as well as those of third parties. You may opt out of ​promotional emails by following the unsubscribe instructions in the promotional email itself.

certain features of the Service), temporarily or permanently, without notice to you. Scrivano will have no liability for any change to the Service or any ​suspension or termination of your access to or use of the Service.

arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited ​discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can ​award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, ​statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. ​YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCRIVANO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR ​TO PARTICIPATE IN A CLASS ACTION.

10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

b. use the Service or any portion thereof for the direct or indirect benefit of any third parties;

c. use the Service in connection with any direct or indirect commercial purposes, including in connection with any paid transcription workflow or as a ​value-added component of a commercial product or service;

d. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;

e. violate, or encourage others to violate, any right of a third party (including by act or omission), including by infringing or misappropriating any third ​party intellectual property or proprietary right;

f. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of ​any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that ​the activity is expressly permitted by applicable law;

g. interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, ​adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting ​personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server ​connected to or used to provide the Service;

h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account ​without permission, or falsifying your age or date of birth;

i. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or ​use any Materials; or

j. attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Digital Millennium Copyright Act

11.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. ​§512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our ​Designated Agent at the following address:

[Address Pending]

Email: [Email Address Pending]

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following ​information:

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

b. a description of the copyrighted work or other intellectual property that you claim has been infringed;

c. a description of the material that you claim is infringing and where it is located on the Service;

d. your address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by ​the copyright owner, its agent, or the law; and

f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual ​property owner or authorized to act on the copyright or intellectual property owner's behalf.

11.2 Repeat Infringers. Scrivano will promptly terminate the accounts of users that are determined by Scrivano to be repeat infringers.

12. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms ​periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified ​Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial ​modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written ​agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance ​with the version of these Terms that was in effect at the time the dispute arose.

13. Term, Termination and Modification of the Service

13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when ​terminated as described in Section 13.2.

13.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In ​addition, Scrivano may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the ​Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting ​customer service at [ Email Address Pending].

13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the ​Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Scrivano any unpaid amount that was due prior ​to termination; and (d) all payment obligations accrued prior to termination and Sections [5.3, 6, 10, 13.3, 14, 15, 16, 17, 18, and 19] will survive.

13.4 Modification of the Service. Scrivano reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing ​certain features of the Service), temporarily or permanently, without notice to you. Scrivano will have no liability for any change to the Service or any ​suspension or termination of your access to or use of the Service.

14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Scrivano and ​its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Scrivano Entities") from and against every claim ​brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or ​connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, ​or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual ​property right or publicity, confidentiality, other property, or privacy right; (d) the nature of content of Data processed by the Service; or (e) any ​dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any ​matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, ​you agree to cooperate with our defense of those claims.

16. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN ​"AS AVAILABLE" BASIS. SCRIVANO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL ​MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF ​MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING ​OUT OF COURSE OF DEALING, USAGE, OR TRADE. SCRIVANO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE (OR YOUR ​ACCESS THERETO), OR ANY DATA, MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, ​SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SCRIVANO DOES NOT WARRANT THAT ANY OF THOSE ISSUES ​WILL BE CORRECTED. SCRIVANO IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY USER DATA, CONTENT OR TRANSCRIPTIONS, ​USER COMMUNCIATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. SCRIVANO MAKES NO WARRANTY ABOUT THE COMPLETENESS OR ​ACCURACY OF THE TRANSCRIPTION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SCRIVANO ENTITIES OR ANY MATERIALS OR ​CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SCRIVANO ENTITIES OR THE SERVICE THAT IS ​NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR ​DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN ​DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR ​MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF, USE OR DISCLOSURE OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Scrivano does not ​disclaim any warranty or other right that Scrivano is prohibited from disclaiming under applicable law.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SCRIVANO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, ​SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ​ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR ​CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL ​THEORY, AND WHETHER OR NOT ANY SCRIVANO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 18.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SCRIVANO ENTITIES ​TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE ​UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO ​SCRIVANO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) ​$100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS ​INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE ​BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF ​THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. Privacy and Information Security

18.1 Privacy Policy. You acknowledge and agree that except as described in these Terms, any User Content, data, recordings, and information you ​enter into or upload to the Service or that we collect in connection with the Service (" Data") will be processed as described in the Scrivano Privacy ​Policy. Please read the Privacy Policy carefully.

18.2 [Reserved]

18.3 Data. As between you and Scrivano, data that you enter into or upload to the Service is and will remain owned by you. You hereby grant Scrivano ​the right to collect, process, transmit, store, use, export and disclose data to provide the Service and as otherwise set forth in these Terms and the ​Scrivano Privacy Policy. When you join a Business or Enterprise Organization, your data is owned by the Organization as specified in section 3.2 ​above.

18.4 Use of Aggregated Data. You acknowledge and agree that Scrivano may collect, create, process, transmit, store, export, use, and disclose ​aggregated and/or deidentified data derived from Data or use of the Services (" Aggregated Data") for its business purposes, including for machine ​learning and training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated and/or deidentified form only and ​will not identify you. Nothing in these Terms gives you any rights in or to any part of the Service or Aggregated Data.

18.5 Compliance. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you or anyone using your account and (b) for ​complying with any privacy and data protection laws and regulations applicable to Data or your use of the Service. You represent and warrant that ​you have obtained and will maintain all rights, consents, and authorizations required to grant Scrivano the rights and licenses set forth in Section 18 ​and to enable Scrivano to exercise its rights under the same without violation or infringement of the rights of any third party.

18.6 Information Security. Scrivano will strive, but to the full extent permitted by law is not obligated, to employ commercially reasonable security ​measures that are designed to protect Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure.

19. Dispute Resolution and Arbitration

19.1 Generally. In the interest of resolving disputes between you and Scrivano in the most expedient and cost effective manner, and except as ​described in Section 19.2 and 19.3, you and Scrivano agree that every dispute arising in connection with these Terms will be resolved by binding ​arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited ​discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can ​award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, ​statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. ​YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCRIVANO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY ​OR TO PARTICIPATE IN A CLASS ACTION.

19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of ​either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local ​agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an ​intellectual property infringement claim.

19.3 [Reserved]

19.4 Arbitrator. Any arbitration between you and Scrivano will be settled under the Federal Arbitration Act and administered by the American ​Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, " AAA Rules") as modified by these Terms. The AAA Rules and filing ​forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Scrivano. The arbitrator has exclusive authority to ​resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

19.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by ​certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by ​electronic mail (" Notice of Arbitration"). Scrivano's address for Notice is: [Address Pending]. The Notice of Arbitration must: (a) describe the nature ​and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim ​directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Scrivano may ​commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in ​writing.

19.6 Fees; seat. If you commence arbitration in accordance with these Terms payment of any fees will be decided by the AAA Rules. Any arbitration ​hearing will take place at a location to be agreed upon in Miami Dade, Florida but if the claim is for $10,000 or less, you may choose whether the ​arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone ​hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that ​either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards ​set forth in Federal Rule of Civil Procedure 11(b), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse ​Scrivano for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which ​the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on ​which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees ​or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

19.7 No Class Actions. YOU AND SCRIVANO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL ​CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you ​and Scrivano agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a ​representative or class proceeding.

19.8 Modifications to this Arbitration Provision. If Scrivano makes any future change to this arbitration provision, other than a change to Scrivano's ​address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Scrivano's address for ​Notice of Arbitration, in which case your account with Scrivano will be immediately terminated and this arbitration provision, as in effect ​immediately prior to the changes you rejected will survive.

19.9 Enforceability. If Section 19.7 or the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and ​void and, in that case, exclusive jurisdiction and venue described in Section 20.2 will govern any action arising out of or related to these Terms.

20. Miscellaneous

20.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, ​are the entire and exclusive understanding and agreement between you and Scrivano regarding your use of the Service. You may not assign or ​transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We ​may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require ​performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver ​of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not ​have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to". ​If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the ​remaining parts will remain in full force and effect.

20.2 Governing Law; Forum. These Terms are governed by the laws of the State of Florida without regard to conflict of law principles. You and ​Scrivano submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami Date, Florida for resolution of ​any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Florida, and we make no representation ​that Materials included in the Service are appropriate or available for use in other locations.

20.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain ​features of the Service that we may post on or link to from the Service (the " Additional Terms"). All Additional Terms are incorporated by this ​reference into, and made a part of, these Terms.

20.4 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further ​described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any ​notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, ​including that those communications be in writing.

20.5 Contact Information. The Service is offered by Scrivano. You may contact us by emailing us at [ Email Address Pending].

20.6 [Reserved]

20.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject ​to published policies.

21. Notice Regarding Apple. This Section 21 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that ​these Terms are between you and Scrivano only not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the content thereof. ​Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable ​warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent ​permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims ​by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that ​the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. ​Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and ​use of the Service infringe a third party's intellectual property rights. You agree to comply with any applicable third party terms when using the ​Service. Apple and Apple's subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the ​right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby ​represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. ​Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.