Terms of Service (Lawyers)
Date of Last Revision: JULY 12, 2017
Rapid Transcriptions LLC (“Company”) provides transcription and related services through use of the Company’s LAWRECORDER app and other means. Users of the Company’s website and LAWRECORDER app (“Customer”) provide customer generated material for transcription, and Company stores said material and Company generated transcriptions for the customer’s use.(the totality of the foregoing designated as “ Services”) The terms and conditions as set forth herein (the “Terms“), along with any amendments thereto and any rules or policies that may be promulgated from time to time by Company govern the services provided by Company. The Terms herein, together with any changes modifications or amendments, constitute the “Agreement”. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms and Agreement.
1. SERVICE AND TERMS
Only persons who can form legally binding contracts under applicable law are permitted to utilize the Services. Without limiting the foregoing, the Services are not available to individuals under the age of 18. Please do not use the Services if you do not meet the foregoing.
The Services are only available upon Customer’s completion of an account creation form. Customer will identify an email address and password for Customer’s account. Company reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
As requested in the account creation form, Customer will update the information to keep it current, and will at all times provide true, accurate and current information. Customer is responsible for maintaining the security of Customer’s account, passwords, and files, and for all uses of Customer’s account and of the Services in Customer’s name.
Company may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) Company’s email notification to you or (b) your continued use of the Services after Company posts the updated Agreement to this website and/or the LAW RECORDER app .In addition, when using services, Customer will be subject to any posted guidelines or rules applicable to such Services.
2. RESTRICTIONS AND RESPONSIBILITIES
This is an Agreement for Services only, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software“); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). Customer may not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. Customer hereby agrees to indemnify and hold harmless Company and its Content Providers and the respective directors, members, officers, employees and agents of each against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing. Although Company has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Company may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
Company may use the information provided by Customer and any technical information about Customer’s use of this website or the LAWRECORDER app to tailor its presentations to Customer, facilitate Customer’s movement through this website or the app, or communicate separately with Customer.
Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information“) are owned by Company. The Proprietary Information contains valuable copyrighted and/or trademarked or trade dress material and is protected by U.S. and international copyright and other intellectual property laws. The Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms and Agreement. Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
LAW RECORDER and Company’s logos (both words and design) either are trademarks, service marks, or registered trademarks of Company, and may not be copied, imitated or used, in whole or in part without Company’s prior express written consent. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of Company and may not be copied, imitated, or used, in whole or in part without Company’s prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by Company are the property of their respective owners.
Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the LAWRECORDER app, or the Services or Proprietary Information. All rights not expressly granted by Company in these Terms and Agreement are hereby reserved by Company. There are no implied rights.
Company may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Company will have no liability to Customer or any third party because of such termination.
Upon termination or expiration of this Agreement by either party for any reason, (a) Company will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to Company for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
Upon termination or expiration of this Agreement by either party for any reason, Company may delete any Customer archived data within 30 days after the date of termination.
4. DISPUTES OVER ACCOUNT OWNERSHIP
The entity or person creating an account and designated as the owner will be deemed the account owner. Only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. IF disputes arise between or among multiple persons claiming ownership of or rights in an account, Company is not obligated to, and will not, resolve any such disputes.
Company in its sole judgment, and in its sole option and without any obligation to do so, may suspend or terminate an account until such persons resolve any dispute regarding ownership of an account or rights therein.
5. CUSTOMER’S NAME AND TRADEMARKS; CUSTOMER FEEDBACK; CUSTOMER SUBMISSIONS
Customer hereby grants Company a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks“) as are provided to Company in connection with this Agreement (a) on Company’s own websites, (b) on the LAW RECORDER app (c) in printed and online advertising, publicity, directories, newsletters, and updates describing Company’s Services and (d) in applications reasonably necessary and ancillary to the foregoing.
Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (“Customer Feedback“), or (b) literary, artistic or other content, including but not limited to photos and videos (“Customer Submissions“) (Customer Feedback together with Customer Submissions, “Customer Content“). By providing Customer Content to Company via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to Company that (i) Customer has all necessary rights to distribute Customer Content via this website or the LAWRECORDER app or via the Services found at this website, either because Customer is the author of the Customer Content and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Content, and (ii) Customer does not violate the rights of any third party.
Company will have the right to use and disclose any Customer Content posted to Company’s websites and/or the LAWRECORDER app for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for Company’s use of any Customer Content. Customer’s provision of Customer Content is entirely voluntary and will not create any confidentiality obligation for Company. By submitting Customer Content, Customer hereby grants Company an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sub licensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Content in any manner and for any purpose (including, but not limited to, commercial purposes) that Company deems appropriate in its sole discretion (including, but not limited, to incorporating Customer Content (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to Company’s use of Customer Content posted to Company’s websites or LAW RECORDER app submitted directly to Company. The provisions in this Section are not intended to and do not have the effect of transferring any ownership (including intellectual property rights) Customer may have in content posted to Customer’s hosted sites or LAWRECORDER app, granting any license (including intellectual property rights) to content posted to Customer’s hosted sites or LAW RECORDER app (other than as necessary for Company to host Customer’s sites and provide the Services). Customer will be solely responsible for any and all of the Customer Content that is submitted through Customer’s account, and the consequences of, and requirements for, distributing it.
Company makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, “Discussion Areas“) or with respect to any messages, information, or materials contained in the Discussion Areas. Customer’s use of, or reliance upon, any such messages, information, or materials is at Customer’s sole risk and expense. Company does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If Company becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas’ policies promulgated by Company from time to time or that Company otherwise deems inappropriate in its sole discretion, Company reserves the right to delete, move, or edit any such information or materials.
6. EXPORT OF SERVICES OR TECHNICAL DATA
Customer may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
7. FEES AND PAYMENT; UPGRADE, DOWNGRADE AND CANCELLATION OF SERVICES
In consideration of the Services provided, Customer will pay Company all fees due according to the prices and terms listed on this website or the LAWRECORDER app,Company reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and/or the LAW RECORDER app and effective immediately upon the next customer submittal of a job for transcription, or other renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges.
A valid credit card is required for accounts to process payment.
Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not timely received Company may automatically revoke access to Customer’s account.
It is Customer’s obligation to review all charges for accuracy. Failure to do so,or to validly demonstrate any inaccuracies, will constitute Customer’s agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
Company’s Services will continue in effect until Customer validly terminates the Services.
8. PROHIBITED PRACTICES
The use of the Services to engage in any activity that is determined by Company in its sole and absolute discretion,to be illegal is prohibited. Company will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
Engaging in any activity that, in Company’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, Company’s business, operations, reputation, goodwill, customers and/or customer relations, or the ability of customers to effectively use the Services is prohibited.
9. RESOLUTION OF DISPUTES, CLAIMS AND CONTROVERSIES; LIMITATION OF TIME TO COMMENCE
THE LAWS OF THE STATE OF NEW YORK WILL GOVERN THE VALIDITY, APPLICATION AND CONSTRUCTION OF THE TERMS AND AGREEMENT HEREIN AND ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING THERETO WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS WEBSITE, THE LAW RECORDER APP, OR THE SERVICES FOUND OR PROVIDED THEREAT, MUST BE SUBMITTED AND COMMENCED FOR RESOLUTION WITHIN ONE (1) YEAR AFTER THE DISPUTE, CONTROVERSY OR CLAIM ACCRUES, IN ACCORDANCE WITH THE PROCEDURES SET FORTH BELOW, OTHERWISE ANY ACTION RELATED TO OR RESOLUTION OR ADJUDICATION OF THE DISPUTE, CONTROVERSY OR CLAIM WILL BE PERMANENTLY BARRED. CUSTOMER FURTHER AGREES THAT NO “BORROWING STATUTE” WILL APPLY TO MAKE ANY OTHER STATUTE OF LIMITATIONS APPLICABLE.
“Accrual” of a dispute, controversy or claim means the date when all events,that fix the alleged liability of either the Customer or the Company and permit assertion of the claim,were known or should have been known. For liability to be fixed, some injury or damages must have occurred.
All disputes, controversies or claims arising out of, relating to, or in connection with this Agreement, and/or the Terms shall be resolved in accordance with the procedures specified below, which shall be the sole and exclusive procedures for the resolution thereof:
(A) Negotiation: The parties shall endeavor to resolve any dispute, controversy or claim initially by negotiation between the parties. The negotiation shall be commenced by written request sent by US mail, Certified Return Receipt Requested, addressed to the opposing party.
(B) Mediation: Any Dispute or claim not resolved by negotiation in accordance with paragraph (A) within  days after receipt by the opposing party of the request for negotiation under paragraph (A), shall be settled by mediation administered by the American Arbitration Association under its Commercial Rules. The place of mediation shall be Watertown, N.Y.
(C) Arbitration: Any Dispute not resolved by mediation in accordance with paragraph (B) within  days after appointment of the mediator shall be finally settled by arbitration administered by the American Arbitration Association under its commercial rules. One arbitrator shall be chosen for the proceedings. The place of arbitration shall be Watertown, N.Y. Any joined or intervening party shall be bound by any award rendered by the arbitral tribunal, even if such party chooses not to participate in the arbitration proceedings. This negotiation, mediation, arbitration Procedure and Agreement is binding upon the parties, their principals, successors, assigns and affiliates.
Company does not provide, nor does it intend to provide or imply, legal advice, counsel, suggestions, methods or strategy. Company does not provide, nor does it intend to provide or imply, Legal Services of any kind. Company SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE LEGAL ACCURACY, VALIDITY, IMPORT, EFFECT OR RESULTS OF ANY TRANSCRIPTION PROVIDED TO CUSTOMER, INCLUDING THOSE PROVIDED THROUGH THE USE OF CUSTOMER PROVIDED TEMPLATES. CUSTOMER ASSUMES LIABILITY AND RESPONSIBILITY FOR THE LEGAL ACCURACY, VALIDITY, EFFECT, IMPLICATIONS AND RESULTS RELATED TO ITS JOBS SUBMITTED TO COMPANY AND THE TEMPLATES IT SUBMITS TO COMPANY.
WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE THE LAWRECORDER APP AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE, THE LAWRECORDER APP AND THE SERVICES FOUND THEREAT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COMPANY, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY, IT’S OFFICERS, MEMBERS,DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE ,THE LAWRECORDER APP,OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE,THE LAW RECORDER APP, AND/OR (D) THE SERVICES FOUND AT THIS WEBSITE,THE LAW RECORDER APP, OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, OR THE LAWRECORDER APP AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION IT’S CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE, THE LAWRECORDER APP OR THE SERVICES FOUND THEREAT. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE , THE LAWRECORDER APP, OR THE SERVICES FOUND THEREAT.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, COMPANY’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE LAWRECORDER APP, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
11. LIMITATION OF LIABILITY.
COMPANY, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMPANY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY COMPANY FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE, THE LAWRECORDER APP, OR THE SERVICES FOUND THEREAT.
Customer agrees to defend, indemnify and hold Company and its Content Providers and the respective directors, officers, members, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Customer’s breach of any of these Terms or Agreement, or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from Company’s own gross negligence or willful misconduct. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE LAW RECORDER APP OR THE SERVICES FOUND THEREAT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
The failure of Company to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision.
15. ENTIRE AGREEMENT
Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or Company.
16. INDEPENDENT CONTRACTORS
No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
17. FORCE MAJEURE
Company will have no liability to Customer or any third party for any failure by Company to perform its obligations under these Terms or Agreement in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Company, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
18. ADDITIONAL SERVICE TERMS
In addition to the Terms above, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by Company. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES.