TERMS OF SERVICE
Last Updated 8th of August of 2023
IMPORTANT NOTICE: THIS IS A LEGALLY-BINDING CONTRACT. THESE TERMS OF SERVICE AFFECT YOUR LEGAL RIGHTS AND WILL BE WHOLLY AGREED TO BY YOU THROUGH USE OF THE HEYSCRIBE WEBSITE, PLATFORM, APPS, AND/OR SERVICES.
IF YOU DO NOT WHOLLY AGREE TO THESE TERMS OF SERVICE HEREIN, DO NOT USE THE HEYSCRIBE WEBSITE OR SERVICES
These Terms of Service will continue to apply until terminated by either You or Heyscribe in accordance with these Terms of Service. UPON TERMINATION OF THESE TERMS OF SERVICE, YOU WILL NO LONGER BE AUTHORIZED TO USE OR TAKE ADVANTAGE OF THE SERVICES IN ANY WAY.
YOU ARE SUBJECT TO THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE WHETHER YOU ACCESS THE WEBSITE, APPS, OR SERVICES DIRECTLY FROM HEYSCRIBE, OR THROUGH ANY OTHER SOURCE. BY USING AND/OR OPERATING THE WEBSITE, APPS, AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS OF SERVICE. BEFORE ACCESSING CERTAIN FEATURES OF THE WEBSITE, APPS, AND SERVICES YOU WILL ALSO HAVE THE OPPORTUNITY TO ACCEPT THIS OFFER OF AGREEMENT THROUGH A CLICK-THROUGH PROCEDURE. IF YOU DO NOT WISH TO ACCEPT THESE TERMS OF SERVICE AND/OR TO DECLINE THIS AGREEMENT, YOU SHALL NOT USE AND/OR OPERATE THE WEBSITE, APPS, AND SERVICES. IF YOU CHOOSE TO ACCEPT THESE TERMS OF SERVICE, YOU MAY DO SO BY AGREEING TO THESE TERMS THROUGH USING THE WEBSITE AND/OR CREATING AN ACCOUNT WITH HEYSCRIBE, YOU CONSENT TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS OF SERVICE AND AGREE THAT THSE TERMS OF SERVICE ARE ENFORCEABLE AGAINST YOU PURSUANT TO THEIR TERMS TO THE SAME EXTENT AS ANY WRITTEN NEGOTIATED AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS TERMS OF SERVICE, THEN YOU SHOULD NOT OPERATE THE WEBSITE AND SERVICES AND YOU WILL NOT BE ALLOWED TO USE, OR OPERATE THE WEBSITE, APPS, AND SERVICES.
If You do NOT AGREE to any specific additional terms which apply to particular Service, App, or Website features, User Content or particular transactions concluded through the Heyscribe Website, Apps, or Services, then You should NOT use the parts of the Website, Apps or Services containing such features, User Content, or through which such transactions are conducted. When using or taking advantage of any Services, should You visit another website or obtain any products, applications, or services from another entity or provider, whether free of charge or for payment, You will be subject that third party’s guidelines and conditions applicable to such products, applications or services, and NOT those of Heyscribe.
Access and Use: The act of electronically visiting the Website and Apps, and/or taking advantage of the Services or any information provided by Heyscribe.
Account: An account created by Users allowing Users to Access and Use the Services.
Apps: Heyscribe provided applications allowing Users to Access and Use the Services on mobile devices.
Services: All Heyscribe Services, including, but not limited to, all content, data, documents, graphics, information products, text, and all other elements offered through the Website, or Apps, excluding the User Content.
User: All individuals, partners, or groups, including all business, commercial, non-profit, organizations or entities in whatever form, whether legally recognized or not, who access and take advantage of the Website, Apps, or Services.
User Transaction: A donation from one User to another, or a purchase transaction among one or more Users for (a) access to (license), or (b) intellectual property rights to (assignment) specific User Content.
Website: The Heyscribe website on which the Services are made available, found at https://www.Heyscribe.com/.
1. UPDATES TO TERMS OF SERVICE
These Terms of Service may be amended by Heyscribe at any time upon notice through any of the following means: a posting on the main page of the Website or App, at or after a login to the Account, or by e-mail to the address provided to Heyscribe. User’s failure to provide and maintain accurate or current contact information in the Account will not obviate User’s responsibility to comply with these Terms of Service. Specific terms and conditions, if and when indicated by Heyscribe, may apply to specific content, products, materials, Services or information contained on or available through the Website and Apps or transactions concluded therethrough. Such specific terms may be in addition to these Terms of Service, or, where inconsistent, and then such specific terms will prevail. Please check theses Terms of Service regularly to ensure that awareness of all terms governing the Use of the Website, Apps, and Services.
2.1. Collaboration Platform. The Services allow User Account holders to monetize their creative works through subscriptions, donations, and custom orders from other Users.
2.3. Transactions Between Users. Any User Transactions conducted through the Services, do not involve Heyscribe, Heyscribe solely provides the venue facilitating User Transactions, and Heyscribe is not a party to such sales and transactions. Any disputes arising from such sales are solely between the Users involved.
2.4. Subscription. Users may engage in User Transactions that allow the User to purchase a non-sublicensable, non-transferable and non-exclusive right to access and view certain User Content of other Users solely through the Services using the Apps and Website (“Subscription”). Users providing User Content pursuant to a Subscription can set the price and term of the subscription in their Account, subject to the terms and conditions of these Terms of Service.
2.5. Custom Work. Users may engage in User Transactions to order customized User Content (“Custom Work”) from other Users. In the event that a User Transaction contains a Custom Work and is not a Collaboration, such Custom Work shall be licensed pursuant to the Heyscribe Standard License Agreement found at www.heyscribe.com/standard-license-agreemen, and, notwithstanding anything to the contrary herein, the licenses granted to Heyscribe under these Terms of Service, including without limitation, Section 6.2, shall survive in all respects.
2.6. Collaboration. A User (“Leader”) may create a team of collaborators made up of other Users (“Collaborators”) under the Leader’s User Account (“Collaboration”). Leaders and Collaborators may engage in User Transactions by which Collaborators contribute User Content to the Leader’s project or modify the Leader’s own User Content. User Transactions between Leaders and Collaborators are conducted pursuant to the Heyscribe Standard License Agreement found at www.heyscribe.com/standard-license-agreement.
3.1. Account. Users must sign up for a personalized Account through the Website or Apps in order to access the full range of features offered by Heyscribe. In creating an Account, User AGREES to submit accurate, current, and complete information and keep this information frequently updated. Heyscribe reserves the right to suspend or terminate Accounts which it suspects are used in contradiction to these Terms of Service and/or contain information that is untrue, inaccurate, not current, or incomplete. When User creates the Account, User will choose a personal, non-transferable username and password. Accounts may not be “shared” or used by more than one individual. After User ACCEPTS these Terms of Service and the Account registration has been accepted by Heyscribe, the Account will be established. When creating an Account, User must ensure the confidentiality of the Account’s password. Heyscribe shall not be liable for any loss or damage arising from User’s failure to protect User’s password or Account information. Users are responsible for any and all activities that occur under any Account, whether or not such Use was authorized by the User, including, but not limited User Transactions.
3.2. Account Actions. In creating the Account, Users AGREE to full responsibility involving any and all copyright or trademark infringement claims stemming from the creation and customization of the Accounts, and any information transmitted therethrough, including all User Content. User AGREES and understand that User alone is responsible for maintaining the confidentiality of all usernames and passwords associated with any Accounts User uses to access the Services. Users will be held accountable for all activities that occur under their Accounts. Heyscribe is not liable for any harm caused or related to the theft or misappropriation of the Account, username, password, disclosure of the User’s username or password, or User’s authorization of anyone else to use User’s username or password or Account. However, User could be held liable for losses incurred by Heyscribe, other Users, or any third party due to misappropriation and use of the Account. If User becomes aware of any unauthorized use of the Accounts, User must notify Heyscribe as soon as practicable at Support@heyscribe.com.
3.3. Prior Account. If User previously had an Account with Heyscribe, User hereby represents and warrants that User’s prior account was not terminated or suspended by Heyscribe for violations of these Terms of Service or any other terms, conditions or policies of Heyscribe.
4. USER CONTENT
4.2. Rights. Heyscribe does not grant Users any rights to any User Content, such rights may only be granted by the User that owns such User Content. Users allow other Users to access and view User Content for their own lawful and personal use in accordance with any licenses that User has granted.
4.3. Storage. The amount of User Content that may be stored by the Services and the upload limits of such content shall be determined by Heyscribe in its sole discretion. Once the storage limit is reached, no further User Content, may be transmitted through the Services.
4.4. Control. User acknowledges that once User Content is posted on Heyscribe, Heyscribe cannot control and will not be responsible to User for the use which other Users or third parties make of such User Content. User can delete the Account at any time, but User acknowledges that deleting the Account will not prevent the circulation of any User Content which may have been recorded by other Users in breach of these Terms of Service or by third parties prior to the deletion of the Account.
4.5. Removing User Content. If Users delete User Content from the Website, Apps or Services, Heyscribe will use reasonable efforts to remove it from public view, but Users acknowledge that cached versions of the User Content or references to the User Content may not be immediately unavailable.
4.6. Prohibited User Content. Types of User Content prohibited from the Website and Services includes but is not limited to: (i) illegal content; (ii) content relating to the creation, advertising, distribution, or receipt of illegal goods or services; (iii) content that discloses another person’s personal, confidential, or proprietary information without consent; (iv) fraudulent content; (v) malicious content such as malware or spyware; and/or content that violates the Content Guidelines found at www.heyscribe.com/content-guidelines .
4.7. Suspension of Access. If Heyscribe suspends access to any User Content, User may request a review of Heyscribe’s decision to suspend access to the relevant User Content by contacting Heyscribe at Support@heyscribe.com. Following Heyscribe’s investigation of the suspected non-compliance or unlawfulness of the User Content, Heyscribe reserves the right to take any action Heyscribe considers appropriate in its sole discretion, including the reinstatement of access to the User Content or its permanent removal without needing to obtain any consent from User and without giving User prior notice. User agrees that User will at User’s expense promptly provide all reasonable assistance, including, but not limited to providing Heyscribe with any information requested, in Heyscribe’s investigation. Heyscribe will not be responsible for any loss suffered by User arising from the suspension of access to User Content or any other steps which Heyscribe takes in good faith to investigate any suspected non-compliance or unlawfulness of User Content under this section.
4.8. Sponsored Content and Ads. User Content that features or is influenced by a business partner for an exchange of value, such as monetary payment or free gifts, must be designated as ‘Branded Content,’ ‘Advertisement,’ or ‘Sponsored’ prominently in the User Content itself or in an accompanying caption. Such User Content must still comply with the Content Guidelines found at www.heyscribe.com/content-guidelines.
4.9. Adult Material. Users acknowledge that they are aware that some of the User Content on Heyscribe contains adult material. Heyscribe will not be responsible to User if User suffers any loss or damage as a result of User’s accessing or viewing User Content containing adult material in a way which places User in breach of any contract User may have with a third party or in breach of any applicable law. Adult User Content may not be available in the jurisdiction from which a particular User Accesses the Services. For the avoidance of doubt, adult User Content previously purchased by User may not be available in all jurisdictions and the User must be located in a jurisdiction where such User Content is approved and available to Access such adult User Content.
5.1. User Transactions. To be able to enter into a User Transaction, User must first add a payment card to User’s Account. When User receives confirmation from Heyscribe, that a User Transaction has been confirmed, User must perform their obligations related to the User Transaction, such as allowing the purchaser to access and view the User Content purchased, and/or providing the customized User Content purchased. Users agree that they will indemnify Heyscribe for any breach by User of this obligation for any damages Heyscribe suffers as a result of User failing to comply with this Section 5.1.
5.2. Withdrawing Funds. Once a User Transaction is complete, the User receiving payment will see the balance reflected in their Account (“Balance”). If the Balance is above the then-current withdrawal limit set by Heyscribe, the User may withdraw the funds using the Payment System. In the event that the withdrawal is in a currency other than USD, such withdrawal shall be subject to the conversion rate set by the Payment System.
5.3. Subscriptions. The Payment System will take (i) periodic payments from User’s payment card for User Transactions which are Subscriptions; and (ii) immediate payments from User’s payment card for all other User Transactions (including any donations paid by User). User authorizes and consents to each of these payments being debited using User’s supplied payment card details. All Subscriptions will automatically renew at the end of the applicable subscription period at the initial subscription price, except if User’s payment is declined, the subscription price has increased, or User has canceled the subscription. For the avoidance of doubt, if a User raises the price of a subscription, such price raise shall only apply to new subscribers, Users with an active subscription will continue to be charged the price at which they initially subscribed.
5.4. Taxes. All payments between Users are exclusive of VAT which shall be added at the current rate applicable to such payment, if any.
5.5. Fees. Heyscribe charges a ten per cent (10%) fee for all payments made to Users commensurate to User Transactions using the Services, exclusive of any VAT applicable to such payments. Fees will be charged to the Balance in the Account in such amounts and at such times as indicated through the Services. Certain content may have additional payment terms presented at time of purchase. Furthermore, the Payment Systems may charge fees when Users withdraw funds from the Balance.
5.6. Refunds and Chargebacks. Except as explicitly stated to the contrary in these Terms of Service, in the absence of fraud or willful misconduct, there shall be no refunds. User shall not make unjustified requests for a refund in respect of any User Transaction or donation to another User, or unjustified chargeback requests of User’s payment card provider in relation to any User Transaction or donation. If Heyscribe considers that any request for a refund or chargeback request was made by User in bad faith, Heyscribe shall have the right to suspend or delete User’s Account and deduct a commensurate amount from the User’s Account.
5.7. Payment Systems. Heyscribe uses supported third-party payment processing services (“Payment Systems”) to facilitate User Transactions. Payment Systems maybe be amended from time to time, in Heyscribe’s sole discretion. User hereby authorizes Heyscribe and its affiliates to provided User’s payment details to the Payment Systems. Users’ right to use such Payment Systems is governed by the terms of the applicable third-party license agreement and not under these Terms of Service, and Heyscribe shall have no liability for lost or delayed payments as result of such Payment Systems.
5.8. User Transactions. All transactions between Users, including User Transactions, are contracts solely between the Users. For the avoidance of doubt, Heyscribe is not party to any transactions between Users.
5.9. Pricing. Users are solely responsible to determine the pricing applicable to a transaction between Users, subject to any policies or parameters determined by Heyscribe.
6. INTELLECTUAL PROPERTY (IP); LINKING
6.1. Sole Ownership of IP Rights. The Website and Apps, in their entirety, including the Heyscribe Website name and logo, and all other Services, site design, text, data, interfaces, product and service names, design marks, logos, button icons, legends, images, photographs, music, audio or video clips, titles, page headers, graphics, software and the selection, expression, structure, arrangement, coordination, enhancement and presentation of said elements, as well as the “look and feel” of the Website and Apps (including color combinations, layout, design and all other graphical elements), are the sole property of Heyscribe and/or its authorized affiliates. The foregoing Heyscribe rights are protected by any and all U.S. and international copyright, service mark, and trademark treaties, laws, regulations, and rules; and may not be copied, used or re-used for any purpose not expressly authorized in these Terms of Service, without Heyscribe’s prior written permission. Users acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. Material published by Heyscribe on the Website, Apps, and/or Services may contain other proprietary notices or describe products, services, processes, or technologies owned by Heyscribe to which the same such protections and rights above will apply, unless such material is rightly owned by a third party.
6.2. User Content License. User hereby grants to Heyscribe a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right and license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with it is obligations under these Terms of Service and Heyscribe’s business including without limitation for promoting and redistributing part or all of the Website, Apps, or Services (and derivative works Heyscribe may create) in any media now known or hereafter developed.
6.3. Use of Heyscribe IP. Nothing in these Terms of Service or through the use of the Services shall be construed as granting a license to use such material under any copyright, service mark, trademark, patent or other intellectual property right of Heyscribe or any other third party, except as otherwise explicitly granted herein. Similarly, unless otherwise specifically provided herein or authorized by Heyscribe in writing, all rights in the Apps, Website, and Services, and content thereon not expressly granted, are reserved by Heyscribe. Pursuant to the licenses granted herein, Users AGREE not to copy, republish, frame, or make available for assign, download, distribution, lease, license, loan, modification, rent, sale, sublicense, transmission, reverse engineer, or create any derivative works based on the Website, Apps, and/or Services. Users also AGREE to not delete nor change any attribution or proprietary rights notices placed by Heyscribe or other Users.
6.4. Third Party Materials. The Website, Apps, and Services may include links to other websites and/or third-party products that are not under Heyscribe’s control (collectively, “Third party Materials”). Heyscribe provides such links only for convenience to Users, and the inclusion of any link to Third party Material(s) does not imply endorsement by Heyscribe of the content, products and/ or services of such Third party Material(s).
6.5. Linking to Website. Linking to the Website is permitted provided that Users comply with the following rules: Users may link to the landing page of the Website or to any other page of the Website. However, Users are not allowed to use in-line linking (or hot-linking) or framing. Users must not imply that Heyscribe endorses or sponsors the linker or any third party; or their website, products or services. Users must not use Heyscribe’s intellectual property, including, but not limited to, trademarks, trade names, and copyrights without advance written permission from Heyscribe. Furthermore, Users AGREE to remove any link to the Website at any time, upon Heyscribe’s request.
6.6. IP Infringement. In the event of copyright infringement, User’s should follow the DMCA takedown procedure at www.heyscribe.com/dmca. All other infringement can be reported to Support@heyscribe.com.
7. USER OBLIGATIONS
7.2. Rules. Users must follow the rules set out below and must not help, allow, or induce others, to break or circumvent these rules:
a. Treat Others with Respect. Users AGREE to act with integrity and treat others with respect. Users must not lie, misrepresent any fact or person, or pretend to be someone else. Users must at all times be polite and respectful when communicating with others. Users must not discriminate against or harass others.
b. Personal Information. Users AGREE to only use information provided through the Services, including User Content and any personal information only as necessary to facilitate use of the Services and transactions as authorized by these Terms of Service, and that Users will not use the Website, Apps, Services, or information transmitted therethrough to send unsolicited commercial messages without the recipient’s express consent;
c. Service Access. Users AGREE not to access (or attempt to access) the Website, Apps, and/or Services by any means other than through the means provided by Heyscribe. Users AGREE not to access (or attempt to access) the Website, Apps, and/or Services by way of automated means and that Users will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Specifically, Users AGREE that they will not:
i. scrape, hack, reverse engineer, compromise, or impair the Website, Apps, and/or Services, which includes without limitation, a prohibition on using bots, crawlers, scrapers, or other automated means of access or collect data or other content from or otherwise interact with the Website, Apps, and/or Services;
ii. hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Website, Apps, and/or Services;
iii. upload, post, or otherwise transmit through the Website, Apps, and/or Services any viruses or other harmful, disruptive, or destructive files or computer codes;
iv. decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Website, Apps, and/or Services; and
v. take any action that could damage or adversely affect the performance or proper functioning of the Website, Apps, and/or Services.
d. Other Obligations. Furthermore, Users AGREE that they will not:
i. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website, Apps, and/or Services, or access or use the Website, Apps, and/or Services in order to build or support, and/or assist a third-party in building or supporting, products or services competitive to Heyscribe;
ii. disrupt or interfere with any other person’s enjoyment of the Website, Apps, and/or Services;
iii. access or attempt to access any User Content which User is not authorized to access under the terms herein;
iv. “stalk,” harass, or threaten Users, or any other person;
v. send, post, or make available leud, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate messages;
vi. make unsolicited offers, advertisements or proposals, or send chain letters, unsolicited email, SMS, “spam” or other junk messages;
vii. use the name, logo, branding, or trademarks of Heyscribe or others without permission;
viii. use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Heyscribe branding;
ix. use the Website, Apps, and/or Services for any illegal or unlawful purpose;
x. use the Website, Apps, and/or Services in any manner that in Heyscribe’s sole discretion could damage, disable, overburden, impair it, or interfere with any other party’s use and enjoyment of the Website, Apps, and/or Services.
7.3. System Protection. Users are responsible for taking the necessary precautions to protect themselves and their computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
8. USER WARRANTIES
8.1. GENERAL. USER HEREBY WARRANTS THAT: (i) ALL INFORMATION PROVIDED TO HEYSCRIBE IN CONNECTION WITH THE WEBSITE, APPS, AND THE SERVICES IS TRUE, ACCURATE, CORRECT, AND UP TO DATE; (ii) USER HAS FULL POWER AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE; (iii) USER IS OF LEGAL AGE (18 YEARS OLD) TO FORM A BINDING CONTRACT WITH HEYSCRIBE; (iv) USER WILL SEEK ALL NECESSARY GOVERNMENTAL APPROVALS REQUIRED TO EFFECTUATE THESE TERMS OF SERVICE; (v) USER SHALL PERFORM ALL OBLIGATIONS UNDER THESE TERMS OF SERVICE IN ACCORDANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS; (vi) AND ALL USER CONTENT UPLOADED TO THE SERVICES DOES NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON.
8.2. Entity as Client. If User entered these Terms of Service on behalf of User’s employer or another organization or legal entity, User represents and warrants that: (i) User has the necessary authority to enter into these Terms of Service on behalf of the employer, organization, or legal entity; (ii) User has read and understood these Terms of Service; and (iii) User agrees to the terms of these Terms of Service on behalf of the employer, organization, or legal entity User represents.
8.3. Third Party Terms. Users represent and warrant that they shall comply with any and all licenses or other terms and conditions of all applicable third-party service providers, including Payment Systems.
8.4. No Violation. Users represent and warrant that: (i) Users have obtained all necessary rights and permissions to any User Content uploaded to the Services and to grant to Heyscribe the rights required by these Terms of Service; (ii) Users’ Use of the Website, Apps, Services, any User Content, and any other submission through the Services will not violate (a) any laws, (b) the intellectual property, privacy or other rights of third parties, or (c) Users’ or applicable third party local regulations regarding the processing of personal information.
8.5. Export. Any and all products downloaded or purchased from the Website, Apps, and/or Services may be subject to United States export controls. Users AGREE that they and their representatives, are not nor will be at any time in the future (i) located in a country embargoed by the United States, (ii) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (OFAC); (iii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56 or any Executive Order of the President issued pursuant to such statutes; or (iv) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons;” (v) or if the undersigned is an individual or a company, named on the U.S. Treasury Department’s list of Specially Designated Nationals (SDN); or (vi) on the United States Commerce Department’s Table of Deny Orders. Heyscribe reserves the right to block access to the Website, Apps, and Services to Users and/or to terminate these Terms of Service at any time without notice if Heyscribe determines, at its sole discretion, that such access may cause a violation or create unacceptable risk to Heyscribe under export controls or sanctions.
9. HEYSCRIBE DISCLAIMERS
9.1. SERVICES “AS IS” AND “AS AVAILABLE.” THE WEBSITE, APPS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY, OR SUITABILITY OF THE SERVICES. THE USE OF THE WEBSITE, APPS, SERVICES, OR OTHER USE OF ANY PRODUCTS THROUGH THE SERVICES IS DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. HEYSCRIBE HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THE WEBSITE, APPS, SERVICES, OR ANY CONTENT THEREON. HEYSCRIBE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THE WEBSITE, APPS, THE SERVICES, OR CONTENT THEREON. USERS ACKNOWLEDGE THAT ANY INFORMATION SENT MAY BE INTERCEPTED IN TRANSMISSION OR OTHERWISE. HEYSCRIBE DOES NOT WARRANT THAT THE WEBSITE, APPS, SERVICES, CONTENT THEREON, AND THE SERVERS WHICH MAKE THE WEBSITE, APPS, SERVICES, AND CONTENT AVAILABLE ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS.
9.2. LIMITATION OF LIABILITY. HEYSCRIBE’S LIABILITY ARISING OUT OF THE SERVICES, INCLUDING ANY ONE OR MORE CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO; ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED $50 OR THE CONSIDERATION PAID TO HEYSCRIBE HEREUNDER DURING THE PRECEDING SIX (6) MONTHS, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
9.3. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL HEYSCRIBE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY FORM OR THEORY OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OVERHEAD, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ALL CIRCUMSTANCES.
9.4. TIME TO BRING ACTION. To the extent permitted by applicable law, any claim or cause of action which User has AGAINST Heyscribe must be filed within one (1) year after the date on which such claim or cause of action arose or the date on which User learned of the facts giving rise to the cause of action (whichever is the earlier), or be forever barred.
10. TERM, TERMINATION
10.1. Term. These Terms of Service shall remain in force and effect until they are terminated by the User or Heyscribe pursuant to these Terms of Service.
10.2. Termination for Cause. Either party may terminate these Terms of Service for cause upon the other party’s material breach. In the event Heyscribe terminates these Terms of Service for User’s breach, (i) User may not use the Website, Apps, and Services in any way, (ii) any Balance shall be forfeited, and (iii) Heyscribe shall withhold any funds and payments pending an investigation of Heyscribe’s liability resulting from such breach.
10.3. Termination for Convenience. User may terminate these Terms of Service at any time and for any reason, or no reason, by paying all amounts due to Heyscribe and other Users and deleting the User Account. Heyscribe may terminate these Terms of Service at any time and for any reason, or no reason. User may terminate these Terms of Service by sending notice to Support@heyscribe.com. In the event that Heyscribe terminates these Terms of Service absent User’s breach, User may request any User Content stored in the User’s account to be provided to the User, provided that, such User Content shall only be stored by Heyscribe for a maximum of two (2) days following such termination.
11. SUPPLY AND RIGHT TO SERVICE
Temporary suspension of access to the Website, Apps, or Services may occur with notice at Heyscribe’s sole discretion including, without limitation, in the case of repair, maintenance, system failure, or for reasons beyond Heyscribe’s control. Heyscribe reserves the right to suspend the operation of its Website, Apps, or Services but will only do so on a good faith basis. The Website, Apps, and Services may contain references to specific Heyscribe products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country.
User hereby AGREES to indemnify and hold harmless Heyscribe and/or its vendors and service providers, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, which includes reasonable attorney fees and other professionals’ costs, which are payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of (i) User’s breach of any representation, warranty, obligation, or covenant of these Terms of Service, (ii) any improper use of the Website, Apps, and/or Services, (iii) any interaction with other Users, (iv) any User Content or use thereof, (v) any infringing User Content, or (vi) breach of any laws, regulations, or third-party rights such as intellectual property or privacy rights. Heyscribe retains the exclusive right to compromise, pay, and settle, without User’s consent, any and all claims or causes of action that are brought against Heyscribe. Heyscribe also reserves the right, at User’s expense, to assume the exclusive control or defense of any matter for which User is required to indemnify Heyscribe and User AGREES to cooperate with the defense of these claims. User AGREES not to settle any matter in which Heyscribe is named as a defendant and/or for which User have indemnity obligations hereunder, without Heyscribe’s prior written consent. Heyscribe will use all reasonable efforts to communicate with and notify the User of any such action, claim, or other proceeding in an acceptable and timely manner.
13.1. Survival. Obligations under Sections of these Terms of Service shall continue in effect after termination.
13.2. Third Party Beneficiaries. There are no third-party beneficiaries to these Terms of Service.
13.3. Assignment. Heyscribe may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time with or without User’s consent. User, however, may not assign or delegate any rights or obligations under these Terms of Service without Heyscribe’s prior written consent, and any unauthorized assignment and delegation by the User shall be void and ineffective.
13.5. COPPA. The Children's Online Privacy Protection Act (COPPA) was passed to give parents increased control over what information is collected from their children online and how such information is used. The law applies to websites and services directed to, and which knowingly collect information from, children under the age of 13. Heyscribe’s Website, Apps, and Services are not directed to children under the age of 13, nor is information knowingly collected from them. For additional information on COPPA protections, please see:
13.6. Agreement to Deal Electronically. All transactions with or through the Website, Apps, or Services will be conducted and executed electronically. Heyscribe may keep records of any type of communication conducted via the Website, Apps, or Services. Users AGREE to receive electronic communications from Heyscribe, which shall include all Terms of Services, disclosures, and notifications, and that such communications will always be in writing. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.
13.7. Injunctive Relief. User acknowledges and AGREES that any violation or breach of these Terms of Service may cause Heyscribe immediate and irreparable harm and damage. As a result, Heyscribe has the right to, and may in its sole discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief against the User regarding any violation or breach of these Terms of Service. In addition to any and all other remedies available to Heyscribe in law or in equity, Heyscribe may seek specific performance of any term in these Terms of Service.
13.8. Force Majeure. Neither the User nor Heyscribe shall be considered to be in default or breach of these Terms of Service, and shall be excused from performance or liability for damages to the other party, if and to the extent the User or Heyscribe shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms of Service, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond the User’s or Heyscribe’s reasonable control, including any curtailment, order, regulation (including sanctions), or restriction imposed by governmental, military or lawfully established civilian authorities. A Force Majeure event does not include an act of negligence or intentional wrongdoing by the User or Heyscribe.
13.9. Severability. These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service is held to be invalid or unenforceable under applicable law, then (i) such provision will be interpreted, construed, or reformed to the extent necessary to render the same outcome as attempted in the original writing (or as close thereto as possible); and (ii) such invalidity or unenforceability will not affect any other provision of this Terms of Service.
13.10. Waiver; Terms of Service Rights. In the case Heyscribe waives any breach or any rights under these Terms of Service, such waiver will affect only that particular situation and will not waive any other future breach. Additionally, the failure of Heyscribe to enforce these Terms of Service under strict performance will not be construed as a waiver of Heyscribe’s rights and remedies, herein, nor shall the particular failure to enforce said situation stand as precedent that Heyscribe does not enforce these Terms of Service under strict performance. Heyscribe fully intends to enforce these Terms of Service in strict performance, however, Heyscribe reserves the right to enforce and waive breaches, remedies, and rights on a case-by-case basis. Any such waiver, as discussed above, must be made in writing and executed by Heyscribe, and when appropriate, User, in order for any effect to be given to such waiver. No waiver will be effective without Heyscribe’s authorized signature, and when User’s signature is required, no waiver also will be effective without User’s authorized signature.
13.11. Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the of State of Delaware without reference to conflicts of law rules and principles. In the event of a dispute arising from or relating to the subject matter of these Terms of Service, suit may be brought only in the District Court for the State of Delaware, provided that, in the event that suit may not be brought in the District Court for the District of Delaware, suit may be brought in any court of competent jurisdiction within the State of Delaware. The parties further agree to submit to the personal jurisdiction of any such court in State of Delaware for purpose of adjudicating any dispute arising from or relating to the subject matter of these Terms of Service and Parties agree to accept service of process in connection with any such suit. User AGREES to the exclusive jurisdiction of the courts of the State of Delaware for any claim or cause of action arising out of, relating to, or in connection with these Terms of Service or the Website or Services, provided that such exclusivity does not apply to legal actions initiated or brought by Heyscribe. This Terms of Service shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG), the application of which is expressly excluded. Users hereby agree and consent to receive service of process by electronic means, including, but not limited to email, and such service shall be deemed completed upon transmission.
13.12. Expenses. The substantially prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of this Agreement shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney’s fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.
HEYSCRIBE DOES NOT BEAR ANY RESPONSIBILITY NOR ASSUMES ANY RISKS IF FOR ANY REASON A PRODUCT OR A SERVICE MADE AVAILABLE ON THE WEBSITE BREACHES NATIONAL LAW OF ANY COUNTRY. THOSE WHO ACCESS THE WEBSITE OR SERVICES DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH THEIR NATIONAL LAWS.
Copyright © 2023 Covirally Inc. All rights reserved. The Website, Apps, and Services and accompanying products and documentation are the copyrighted property of Covirally Inc. and/or its affiliates and licensors and protected by copyright laws and international intellectual property treaties. Heyscribe, related logos, and all related product and service names, design marks and slogans are the trademarks and/or registered trademarks of Covirally Inc. All other product and service marks contained herein are the trademarks of their respective owners. Any use of the Covirally Inc. or third-party trademarks or logos without the express prior written consent of Covirally Inc. or the applicable trademark owner is strictly prohibited.