SPEECHPAD TERMS OF SERVICE AGREEMENT
Unless otherwise agreed in writing, by using the Speechpad website or other services, I, (“Client”) agree to pay Speechink, Inc. dba Speechpad (“Speechpad”) for any and all transcription work or other services performed by Speechpad (the “Work”) on my behalf or on my company's behalf. Client has reviewed and agrees to the rates on Speechpad's website for its services and agrees to pay for all work performed by Speechpad promptly and in full.
Client agrees and understands that the level of turnaround time may or may not impact the cost. Speechpad guarantees a 98% accuracy rate or higher for good quality, clear audio. “Good quality” is any Source Material that is clearly recorded in a controlled environment (preferably professionally) with one person either talking or interviewing one subject with minimal background noise interference and no media noise or defects. Client understands that poor quality audio may result in a lower accuracy rate. If for any reason, Client is not satisfied with his/her transcript or thinks it falls below the 98% accuracy rate and it was good audio, client has seven days to notify Speechpad so that it can examine the discrepancy. Speechpad will correct the problem if possible, or provide a full refund if Client so desires.
If the source audio appears to have a large number of inaudibles or questionable words, is in another language, or is otherwise problematic, Speechpad will stop work for that particular file until the Client has notified Speechpad if he/she would like to proceed with the file. Audio and video file lengths are rounded up to the nearest one minute interval and transcription is charged for in one minute increments. By submitting files for transcription and captioning, you are agreeing to pay for those transcriptions and captions, even if those files are incorrect, empty or duplicate files. Client agrees to allow Speechpad to use Client's name and logo in marketing and other company materials.
Client hereby agrees to indemnify and hold Speechpad harmless from any expenses, claims, losses, costs, actions or damages, including reasonable attorneys’ fees, (““”) arising out of or related to damage to or loss of any Source Materials whether Masters or duplicates, including without limitation data and media. While Speechpad digitizes all audio it receives, it can make no guarantees that the Source Material will be received or returned free from damage during the shipping process. Under any circumstances, Client hereby acknowledges that any Source Materials submitted to Speechpad have no commercial value whatsoever. Client agrees to not hold Speechpad liable for any loss or damages to or destruction of any Source Materials, including those that may occur in shipping or transmission electronically.
Unless otherwise agreed in advance, Client acknowledges that Speechpad bills per minute of recorded audio and not on page count, number of characters, or work hours. Any additional seconds that do not make up a full sixty (60) seconds are billed as a minute. Client agrees to pay the rates prevailing at the time the Work is requested as set forth in the Rates section of Speechpad's website. Payment is due upon delivery of the Work to Client. All Clients, whether paying by check or credit card, must have a valid credit card on file with Speechpad. Payment is due within 30 days. For Clients who are paying by check and have not paid within 60 days, Speechpad reserves the right to charge the credit card on file for the total amount due. Agreement to these Terms of Service hereby authorizes Speechpad to charge the credit card on file.
Speechpad acknowledges that by reason of its relationship with Client, it may have access to certain information and materials contained in Source Materials in relation to the Client's business, products, services, clients and marketing strategies that are confidential and of substantial value to the Client (“Confidential Information”). Speechpad undertakes not to use this information in any way for its own account nor for the account of any third party, and will take reasonable commercial efforts to make sure that anyone who comes in contact with the information is bound by a non-disclosure agreement. Speechpad will not disclose to any third party not bound by a non-disclosure agreement, such Confidential Information revealed to it by Client unless and until required as a matter of law or by court order or other legal process to do so or such information passes into the public domain.
Client shall not copy, upload, post, publish, transmit, reproduce or distribute in any way, information or other material which is protected by a copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or the right holder or violate any individual's/organization's right of privacy, right of publicity or other rights. The Work and any work product of the Work shall be used solely for lawful purposes only. Client agrees that it will not use the Work or any work product of the Work in any way that is, or is reasonably likely to be, harmful either to Speechpad's customers, or operations or its reputation.
While Speechpad strives for a 98% accuracy rate or better for audio that is of good quality, Client agrees to release and hold Speechpad, it's employees, officers, directors, and agents harmless of any Claims or damages that may occur from the publication, quotation, distribution, public use or any other use of a quotation from the Work that may contain a typographical or factual or other error or even quotations that are without error. Client agrees that it is its responsibility to proofread and confirm the accuracy of a transcript before information from a transcript is published or printed or otherwise used and Client will not take any action against or include or implicate Speechpad, it's employees, officers, directors, or agents as defendants in any litigation arising out of or related to Client's use of the Work. Client hereby indemnifies and holds Speechpad and its employees, officers, directors, and agents harmless from and against any and all Claims or threat of Claims and damages against Speechpad and/or its employees, officers, directors, and agents arising out of or related to Client's Source Materials and any use of the Work based thereon.
Speechpad shall not be held liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, by the Client or any third party, whether in an action in contract or tort or strict liability or other legal theory, even if Speechpad has been advised of the possibility of such damages. If Client is dissatisfied with the Work, Client's sole and exclusive option is to have Speechpad correct mistakes in the Work. Speechpad's sole liability for any Claim or loss, damage or expense from any cause whatsoever arising out of or related to this agreement, the Work or any Source Materials, shall in no event exceed sums actually paid to Speechpad by Client for the Work alleged to have caused the loss. Speechpad shall not be liable for any failure or delay in performing its obligations hereunder, if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or labor disturbance, interruption of or delay in transportation, or inability to obtain raw materials, supplies or power used in, or the equipment needed for the provision of the Work.
Client acknowledges that checking the box, “I agree that I have read and will abide by the Terms of Service agreement listed on this site” creates a complete and binding agreement between Client and Speechpad and binds Client to the terms of service listed in this document in which all prior or contemporaneous agreements are merged. During the Term of this agreement, each instance of provision of services hereunder shall be subject to these Terms of Service. Speechpad reserves the right to make changes to this Terms of Service agreement from time-to-time. Any such modifications made to it can be found on the current Speechpad website. This agreement is not assignable by Client. To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement will not be affected thereby and will remain in full force and effect. All indemnifications and limitations on liability will survive any termination or expiration of this agreement. This agreement and any Claim related directly or indirectly to this agreement shall be governed and construed in accordance with the laws of the State of California (without giving regard to the conflicts of law provisions thereof). No such Claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of California located in the County of Santa Clara, and each of the parties hereby submits to the jurisdiction of such courts. Each of the parties hereby waives on behalf of itself and its successors and assigns any and all right to argue in any legal action that this choice of forum provision is or has become unreasonable.