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Terms of Use

EXCEPT AS OTHERWISE AGREED IN WRITING, THESE TERMS AND CONDITIONS GOVERN ALL SALES AND SERVICES TO THE EXCLUSION OF OTHER TERMS AND CONDITIONS. OUR QUOTATIONS AND ESTIMATES ARE NOT OFFERS CAPABLE OF ACCEPTANCE BY YOU, AND ANY ORDER PLACED BY YOU WILL ONLY BE ACCEPTED BY OUR WRITTEN CONFIRMATION OF SUCH ORDER.

GENERAL PROVISIONS

  1. The definition of terms used (except as otherwise specified herein), interpretation of this agreement and rights of parties hereto shall be construed under and governed by the Uniform Commercial Code of the State of Illinois, USA. “Company” when used herein means TranscribeME Holdings LLC “Client” when used herein means the person or entity purchasing or receiving services from Company. “Deliverables” means the work product designed or made for Client in connection with the Services.  “Services” means the data creation, data annotation, transcription, Deliverables and/or other services provided by Company to Client under a Contract. “Contract” means the order for Services, service agreement, or statement of work between Company and Client for Services, which shall be subject to and governed by these Terms and Conditions.
  2. Company’s quotations and estimates are not offers and are subject to change or withdrawal without notice before an order is acknowledged by Company. If Company’s proposal is deemed to constitute an offer, it may be accepted only on terms set forth in such proposal, including, without limitation, these Terms and Conditions. If Company’s proposal constitutes an acceptance of an offer, such acceptance is expressly conditioned on Client’s assent to the terms of such proposal, including, without limitation, these Terms and Conditions. An acceptance of any part of the Services covered hereunder shall be deemed to constitute such assent. Any additional and/or different terms and conditions proposed by Client and/or any attempt by Client to vary any of these terms and conditions shall be deemed a material alteration and is hereby objected to and rejected unless expressly agreed by Company in writing. Only variations or modifications to the Contract made in writing and signed by Company and Client shall be enforceable.
  3. To initiate the performance of the Services, voice and/or data files may be securely imported by Client into the Company’s designated proprietary cloud-based software platform (the “Platform”).  Client may also elect to have the Company submit Client’s files on its behalf, through mutually agreed software file sharing services, as defined in the Contract.  For purposes of these Terms and Conditions, the Platform shall be deemed to include the Company portal, smartphone application, SFTP site, API, and any dedicated Dropbox folders. Turnaround time is deemed to start once data files are successfully submitted by Client and accepted by the Company.
  4. All sales are subject to increase without notification by the amount of any sales, excise or other tax or duty levied or charged by any governmental agency and are subject to any price adjustment necessitated by Company’s compliance with any government action.
  5. Any failure by Company to enforce its rights under the Contract will not be deemed a waiver of such rights.
  6. All disputes arising under or in connection with the Contract shall be resolved by (a) good-faith negotiations by knowledgeable, responsible representatives of each party who are fully authorized to settle any such dispute, or (b) in the event such negotiations do not resolve such dispute within a thirty (30) day period (or such longer period as the parties may agree), binding arbitration held in Chicago, Illinois, by a single arbitrator mutually agreed by the parties, conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own costs of these procedures; the parties shall equally split the fees of the arbitration and the arbitrator. Notwithstanding the above, either party shall have the right to seek a temporary restraining order or an injunction related to the purposes of the Contract, to compel compliance with confidentiality obligations, or to file suit to compel compliance with this dispute resolution process.

CANCELLATION

Client cannot cancel the Contract under any circumstances without Client first reaching an agreement in writing with Company covering Company’s damages. Unless a cancellation schedule is agreed in the Contract, such agreement for cancellation charges must reimburse Company for all expenses incurred, including, but not limited to, costs of purchased materials, labor costs, engineering costs, third-party service costs, and a reasonable mark-up to cover overhead and profit; cancellation charges shall be, at a minimum, at least 10% of the purchase price of the Goods covered by the cancelled orders.

INTELLECTUAL PROPERTY 

  1. All designs, artwork, logos, graphics, video, audio, text, data code and other proprietary or confidential materials supplied by Client to Company in connection with this Agreement shall remain the sole and exclusive property of Client (the “Client Content”). Except as may be otherwise expressly set forth in this Agreement, no copyrights, patents, trademarks, or other intellectual property rights shall be transferred from Client to Company with respect to any Client Content. 
  2. All designs, artwork, logos, graphics, audio, video, text, data code and other proprietary or confidential materials supplied by Company to Client in connection with this Agreement shall remain the sole and exclusive property of Company (the “Company Content”). Except as may be otherwise expressly set forth in this Agreement, no copyrights, patents, trademarks, or other intellectual property rights shall be transferred from Company to Client with respect to any of Company Content.
  3. Client grants Company a license to use the Client Content for the purpose of (i) providing the Services and Deliverables, and (ii) to teach its AI tools and machine learning algorithms to enhance and improve Company’s software products.  
  4. Application License.

    1. Through the use of software applications (the “Applications”) hosted on the Platform and made available by means of the Internet, Client may access the Platform to facilitate the provision of Services. Subject to the terms and conditions set forth in the Contract, Company shall grant to Client for the Term of the Contract a non-transferable, non-exclusive limited right of access to, and use of, the Applications solely for the purposes of utilizing the Services. From time to time, Company may require the agreement to and acknowledgement of an end-user license, terms and conditions and/or other agreements prior to Client accessing the Applications. 
    2. Client shall: (i) not permit any individual or entity, other than authorized individuals and entities under the Contract, to use or gain access to the Applications; (ii) provide reasonable security measures to protect against unauthorized usage; (iii) not adapt the Applications in any way or use any Application to create a derivative work (other than reports that are transcribed or edited using the Applications); and (iv) not remove, obscure, hinder or alter proprietary notices, trademarks, or other proprietary rights notices affixed to or contained in the Applications. 
    3. The Applications are the exclusive property of Company and its licensors, which shall retain all right, title, and interest in and to the Applications, including, without limitation, the intellectual property rights and any other rights under United States and international copyright, patent, trademark, trade secret or other law. Client may not use the Applications for the benefit of any third parties or allow access to the Applications by any third party, except as otherwise explicitly authorized under the Contract. 

PAYMENT FOR SERVICES

  1. In consideration for the performance of the Services, Client will compensate Company per transcribed page according to the rates set forth in the applicable Contract.  Pricing for the Services shall be subject to adjustment upon renewal of the Contract or otherwise upon the mutual agreement of the Parties.
  2. Client will be invoiced on the 16th & the last day of every calendar month for any Services completed between those dates, to be due within thirty (30) calendar days of receipt by Client or as otherwise set forth in the applicable Contract.  Client shall tender all payments when due in cash by automated clearing house (ACH), wire transfer, credit card, or other immediately available funds, to an account designated by Company.  Certain Deliverables may require prepayments or additional up-front payments, as provided in the applicable Contract. In the event of non-payment or late payment of an undisputed amount due, Client shall be responsible for a late charge of $100, together with Company’s collection costs and expenses (including reasonable attorneys’ fees).
  3. If any invoiced amount is disputed by Client or any credits are applicable, Client shall deliver written notice of such disputed amount to Company within five (5) calendar days after the invoice is received by Client.  If Client does not dispute an invoice in accordance with the foregoing, the invoice shall be deemed accepted by Client. Upon receipt of written notice of a billing dispute, Company and Client shall promptly exchange any backup or other information reasonably necessary to support the correctness of any disputed amount. The undisputed portion of an invoice shall be paid as provided in the applicable Contract, and any disputed portion shall be paid within ten (10) days of the Parties’ resolution of the dispute and agreement regarding the remaining amount due and payable.
  4. Company may, in its sole discretion, accept payment for Services by cash in advance or by money-down with scheduled progress payments.
  5. If Client fails to fulfill the terms of payment, or if at any time before payment in full is made (whether or not payment is yet due) a petition is presented or resolution passed for the winding up or bankruptcy of Client, or in the event of the appointment of a receiver or administrator of Client’s business, Company may terminate the Services. Company reserves the right to require from Client satisfactory security for performance of Client’s obligation. 
  6. Client shall inspect Services within one (1) business days after completion and delivery of Services and notify Company in writing of any defects or any failure of the Services to conform to the requirements of the Contract. All claims by Client against Company for nonconforming Services must be made in writing to Company within ten (10) business days after receipt of the Services or Client shall be deemed to have accepted such Goods and Services and any claims for nonconforming Services shall be waived. 

DATA QUALITY 

  1. Accuracy and turnaround time are contingent on the quality of the data submitted to Company. If, in Company’s sole and reasonable determination, data is deemed to be of poor-quality, Company will perform the contracted services using commercially reasonable efforts, but does not guarantee to meet accuracy rate requirements. Company will contact Client within one business day following its identification of poor-quality data and Client may choose to cancel its order or to proceed. If Client chooses to proceed with the order, Client and Company will mutually agree on a new turnaround time for delivery, based on data quality, and number and size of files. If Client elects to cancel its order for Services for any reason, Company will bill Client for the number of pages that have been completed at the time of order cancellation.
  2. Except as specifically agreed otherwise in the Contract, Company warrants that the Services shall (i) be performed with reasonable skill, care and diligence, in a good and workmanlike manner and in accordance with customarily accepted professional practices, and (ii) conform with specifications agreed in writing. Client’s sole remedy for breach of this warranty is to have Company re-perform the Services at Company’s sole cost and expense.
  3. Accuracy for transcription is defined in accordance with the industry standard metric of the Word Error Rate. The Word Error Rate is a measure of the average number of word errors consisting of three error types: (i) substitution (the reference word is replaced by another word), (ii) insertion (a word is hypothesized that was not in the reference) and (iii) deletion (a word in the reference transcription is missed). The Word Error Rate is defined as the sum of these errors divided by the number of reference words, which will determine the overall accuracy. Inaudible or poor-quality audio will not be included in the calculation of the Word Error Rate. For good quality audio, Company shall provide Client with an accuracy rate and product as specified within the applicable statement of work. In the event the audio is of good quality and the product does not meet the Accuracy requirement, Company will reperform services as necessary to ensure the product meets the requirement as the EXCLUSIVE remedy.  Accuracy for other data types will be defined according to the relevant statement of work.

CONFIDENTIALITY

  1. As used herein, “Confidential Information” shall mean any information disclosed by Client or its Representatives (as defined below) to Company, including information disclosed prior to the date of the Contract and all information that is obtained, learned or observed in the course of Company’s provision of services under the Contract, whether or not marked as “Confidential” or “Proprietary,” including, without limitation, business, strategic and product plans; financial, marketing and customer information; design, testing, manufacturing, technical and engineering data; components, parts, drawings, data sketches, plans, programs, specifications, inventions and other information or material of a confidential or proprietary nature.  Confidential Information also includes all content submitted by Client or its Representatives for transcription services.  “Representatives” shall mean the officers, directors, employees, managers, and agents of Client and its corporate affiliates.
  2. Confidential Information shall not include information to the extent that it: (i) is or becomes a part of the public domain through no act or omission on the part of Company in breach of the Contract; (ii) is disclosed to third parties by Client without restriction on such third parties; (iii) is in Company’s possession, without an obligation of confidentiality with respect thereto, prior to the time of disclosure by Client; (iv) is disclosed to Company by a third party having no contractual, legal, fiduciary or other obligation of confidentiality with respect thereto; or (v) is released from confidential treatment by written consent of Client.
  3. Company shall not disclose, and shall not use Confidential Information for purposes other than in connection with the Services, and shall safeguard Confidential Information with at least the degree of care that it holds in confidence its own confidential information of a similar nature and value, but in any event with no less than a reasonable standard of care.
  4. Company’s obligations concerning the non-disclosure of Confidential Information shall be subject to any disclosure requirements imposed by law, court, or administrative order.  Upon receiving a request to disclose any Confidential Information pursuant to any such laws, orders, rules or regulations, Company shall, when legally permissible, promptly notify Client of such request and shall cooperate with Client’s efforts to protect the Confidential Information from disclosure. In the event disclosure is still required, Company shall disclose only the minimum amount of Confidential Information that, in the opinion of its counsel, it is legally required to disclose.
  5. At any time, upon Client’s written request, Company shall promptly return all tangible copies of Confidential Information in its possession or under its control and shall destroy all electronic copies of Confidential Information and any other material (including but not limited to written and computer files) in its possession or under its control containing or reflecting any Confidential Information (whether prepared by Client, Company or otherwise) and will not retain any copies, extracts or other reproductions in whole or in part of such material.  The return and destruction of Confidential Information will be certified by Company promptly after such return and destruction. Any Confidential Information that cannot be returned or destroyed (including information communicated verbally) shall remain confidential and subject to the terms of the Contract.

INDEMNITY

  1. Each Party shall indemnify and hold harmless the other Party and its directors, officers, employees, licensees, agents and affiliates, and their respective successors and assigns, from all claims which may arise out of an indemnifying Party’s breach, negligence, or willful misconduct in the performance of such Party’s obligations under the Contract.  This Section shall survive termination of the Contract.
  2. The Party seeking to be indemnified (the “Indemnified Party”) will provide prompt written notice of a claim or events likely to give rise to a claim to the Party with the obligation to indemnify (the “Indemnifying Party”) within sufficient time so as not to prejudice the defense of such claim.  The Indemnifying Party shall have the right to control the defense of the claim, with the cooperation and assistance of the Indemnified Party; provided that the Indemnifying Party shall not settle any claim with an admission of liability or wrongdoing by the Indemnified Party without such party’s prior written consent.

LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THE CONTRACT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.  COMPANY DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATION THAT ANY SERVICE OR DELIVERABLE WILL MEET THE REQUIREMENTS OF CLIENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THE CONTRACT OR THAT THE SERVICES, DELIVERABLES, PORTAL OR PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR ACHIEVE ANY PARTICULAR RESULT OR THAT ALL ERRORS CAN BE CORRECTED.  OTHER THAN FOR THE EXPRESS WARRANTIES MADE HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTIES IN CONNECTION WITH THE SERVICES, DELIVERABLES, PORTAL OR PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, LOSS OF DATA AND INTERFERENCE WITH QUIET ENJOYMENT, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.  THE SERVICES, DELIVERABLES, PORTAL, AND PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER COMMUNICATIONS PROBLEMS INHERENT IN THE USE OF THE INTERNET, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. THIS PROVISION SHALL APPLY EVEN IF ANY EXPRESS WARRANTY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST PROFITS AND LOST BUSINESS) ARISING OUT OF THE CONTRACT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED THAT THE FOREGOING LIMITATIONS WILL NOT APPLY TO DAMAGES OR CLAIMS RESULTING FROM (A) BREACH BY A PARTY OF OBLIGATIONS RELATING TO CONFIDENTIALITY AND INTELLECTUAL PROPERTY, OR (B) A PARTY’S WILLFUL MISCONDUCT OR FRAUD.

CONFLICTING LAW

Some jurisdictions provide rights in addition to those set forth in these Terms and Conditions, or do not allow the exclusion or limitation of implied warranties, or liability for incidental or consequential damages. If any provision or part of a provision of these terms is found to be illegal, invalid, or unenforceable under any applicable law, such provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the legality, validity, or enforceability of the remaining terms.