Stenovate Terms & Conditions

Welcome to Stenovate!

Stenovate, LLC (“Stenovate,” “we,” “our,” or “us”) makes this website: https://www.stenovate.com/ and all related software, services, and subdomains (collectively, our “Service”) available for your use subject to the terms and conditions in this Terms of Service Agreement (“Agreement”). The terms and conditions in this Agreement are of general application, and may be supplemented from time-to-time by additional policies, disclaimers, guidelines, or conditions of specific application that we disclose.

IMPORTANT NOTICE: YOUR USE OF OUR SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 8 OF THESE TERMS OF SERVICE, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 8 OF THESE TERMS OF SERVICE FOR MORE INFORMATION.

1. OUR SERVICE

1.1. Authorization. So long as you pay the Subscription Fee (as defined in Section 4 below) for your use of the Service (when applicable), we authorize you, on a limited, revocable, non-exclusive, and non-transferable basis, to access and use our Service in the fulfillment of your transcript-related responsibilities and professional services. Your access to and use of our Service is subject to the provisions of this Agreement, and any third-party licenses for third-party software that is included in our Service. If you do not comply with this Agreement or any third-party licenses, we reserve the right to immediately suspend or terminate your access to and use of our Service. We reserve all rights not expressly granted to you in this Agreement.

1.2. Modification. With or without prior notice to you, we have the sole discretion and right to: (1) discontinue or change any aspect of our Service; (2) restrict the time our Service is available to you and/or other users; (3) restrict the amount of use permitted on our Service; and (4) conduct routine maintenance or install bug fixes, updates, patches, and other upgrades to our Service. If you are not satisfied with any of these activities, your only remedy is to immediately discontinue use of our Service.

1.3. Removal of Access. Your access to our Service is provided on a temporary basis with no guarantee of future availability. You agree that we may immediately suspend or terminate your access to our Service or any part thereof. For example, and without limiting our rights, we may immediately suspend or terminate your access to our Service if: (1) you breach or violate any term in this Agreement or other agreements or guidelines; (2) we discontinue to provide, or materially modify, our Service; (3) we experience unexpected technical or security issues or problems; or (4) you engage in fraudulent or illegal activities or any restricted activities outlined in Section 1.5, below. You agree that may we may immediately suspend or terminate your access to our Service in our sole discretion and without liability to you or any third party.

1.4. Defects and Availability. We use commercially reasonable efforts to maintain our Service, but we are not responsible to you or any other party for any defects or failures associated with our Service, or any damages (direct or indirect) that may result from any defects or failures associated with our Service. Our Service may be inaccessible or inoperable for any reason, including, without limitation, for: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time-to-time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that our Service is provided over the Internet, so the quality and availability of our Service may be affected by factors outside of our control. Our Service is not intended to be available 100% of the time and we do not make any guarantees regarding the reliability or availability of our Service. We will not be liable to you or any third party for damages or losses related to our Service being unavailable.
1.5. Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Service is based; (3) use our Service or Stenovate Content to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Service, servers, or networks connected to our Service or take any other action that interferes with any other person’s use of our Service; (5) decrypt, transfer, create Internet links to our Service, or “frame” or “mirror” our Service on any other server or wireless or Internet-based device; (6) use or merge our Service or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Service; (8) use our Service for unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Service; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Service for any reason; (11) access or attempt to access any other user’s account; (12) use any Stenovate Content made available through our Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Service any virus, rogue program, trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Service, or perform any such actions; (14) introduce into our Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Service, Stenovate Content, or notices on our Service; (16) connect to or access any Stenovate computer system or network other than our Service; or (17) impersonate any other person or entity to use or gain access to our Service. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.

1.6. Mobile Terms. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using our Service on your mobile, handheld device. You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using our Service, for data downloading, e-mail, roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES. As applicable to your device, you agree to be bound by the then-current Apple Media Service Terms and Conditions (located at: https://www.apple.com/ca/legal/internet-services/itunes/ca/terms.html), or Google Play Terms of Service (located at: https://play.google.com/about/play-terms.html). You acknowledge and agree that neither Apple, nor Google have any obligation whatsoever to furnish any maintenance and support services with respect to our Service, and that in the event of a conflict between their terms and this Agreement, their terms will prevail.

2. CONTENT ON OUR SERVICE

2.1. Stenovate Content. Our Service may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Stenovate Content”) that are protected by copyrights, trademark, or other intellectual property laws. You understand and agree that these rights in any Stenovate Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Stenovate Content. We cannot and do not assume any responsibility for your use or misuse of Stenovate Content, or any other information transmitted, monitored, stored, or received while using our Service. We reserve the right to amend or delete any Stenovate Content (along with the right to terminate or restrict use of or access to our Service) in our sole discretion.

2.2. User Submissions. Upon payment of the Subscription Fee or during any free trial or promotional period, you may be able to upload, download, access, post, submit, and temporarily archive through our Service court transcripts and other documents, information, work product, or user content in the course of providing your transcript-related professional services (collectively, “User Submissions”). By posting User Submissions to our Service, you grant Stenovate and our third-party service providers acting on our behalf a limited, nonexclusive, transferable (in the case of an assignment or a change of control), royalty-free right and license to [copy, retain, display, delete, upload, download, and archive User Submissions for the limited purpose of providing our Service to you.] Stenovate, as the Service operator, reserves the right to remove User Submissions at any time and for any reason without notification to you; provided, however, that Stenovate will strive to provide you advance notice of any planned removals or deletions of User Submissions. You may not upload, post, or transmit any User Submissions that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of Stenovate or any third party; (2) are obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violate any applicable law, statute, ordinance, or regulation; or (4) put in jeopardy the security of your account, Stenovate, or our Service.

2.3. Confidentiality and Security of User Submissions.  As a condition of using our Service, Stenovate requires all users to acknowledge their individual responsibility in maintaining the confidentiality of User Submissions that are downloaded or accessed through our Service. By entering into this Agreement and by using our Service, you acknowledge and agree that it is YOUR RESPONSIBILITY to maintain the confidentiality, integrity, and security of User Submissions that you download or access through our Service, at all times and under all conditions. You further acknowledge and agree that depending on the laws in your state of residence, you may be under a legal duty to ensure the confidentiality of User Submissions as a condition of providing your transcript-related professional services, and that this duty extends to any User Submission you upload, download, access, post, submit through our Service. Stenovate may, in its discretion, use commercially reasonable efforts to make users aware of the nature and scope of their obligations of confidentiality regarding User Submissions provided to our Service, but you agree that you shall remain liable at all times for your actions and inactions, whether negligent or otherwise, with respect to your access to, and use of, User Submissions. In the event Stenovate becomes aware of any failure on your part to maintain the confidentiality, integrity, or security of User Submissions, your license to use our Service may be immediately revoked in our sole and absolute discretion.

2.4. Liability for User Submissions. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER SUBMISSIONS THAT YOU PROVIDE THROUGH OUR SERVICE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER SUBMISSIONS OR OTHER CONTENT YOU FIND ON OUR SERVICE ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL STENOVATE BE LIABLE IN ANY WAY FOR USER SUBMISSIONS SUBMITTED, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE TRANSMISSION OF ANY USER SUBMISSIONS THROUGH OUR SERVICE. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS STENOVATE, OUR OFFICERS, EMPLOYEES, SUPPLIERS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR DOWNLOAD OF, ACCESS TO, AND/OR USE OF USER SUBMISSIONS.  

2.5. Feedback. We welcome your comments, feedback, information, or materials regarding our Service or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.

2.6. Links; Third Party Materials. Our Service may include links to other websites or resources on the Internet (collectively, “Third Party Materials”). Because we have no control over Third Party Materials, you acknowledge and agree that we are not responsible for the availability of such materials, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Materials or for any privacy or other practices of the third parties operating those websites or providing such materials. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, in connection with, resulting from your use of or reliance on any such Third Party Materials available on or through any such website or resource. We strongly encourage you to review any separate terms of use and privacy policies governing use of these third party websites and Third Party Materials.

3. ACCOUNTS

3.1. Account Registration. Access to our Service requires you to be registered with us via a Stenovate-generated registration form. This form will require you to provide certain requested information about yourself, including certain personal information [and your intention to use the Service either in the role of as a “Proofer” or a “Stenographer” or equivalent.] Please note that we collect, store, and use personal information about you in accordance with our Privacy Policy, located at https://www.stenovate.com/privacy-policy. Once Stenovate receives the required information, you will be provided with an account and login information, including a username and password, to successfully complete the registration process. As the account owner, you are the only person authorized to access and use your account. [Our Service may provide unique views, access, workflows, functionalities, or privileges based on your user profile and your relationship to other users who utilize our Service. For example, depending on whether you are a “proofer” or a “stenographer,” you may be presented with supplementary terms, conditions, and obligations applicable to your conduct in the course of your use of our Service.] You understand and agree that any other supplementary terms, conditions, or obligations shall apply in addition to, and not in lieu of, the terms and conditions contained in this Agreement and in the event of a conflict, the term, clause, or provision that is more protective of Stenovate shall control.

3.2. Unauthorized Use and Information Changes. You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.

3.3. Storing Credentials. Our Service may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access our Service. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to Stenovate or our Service resulting from unauthorized access to our Service from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.

3.4. Account Suspension; Deletion. If you fail to pay Subscription Fees in accordance with Section 4 below, following a fourteen-day (14) grace period beyond the date payment was due in your then-current billing cycle, your account will automatically be suspended. [During any period of account suspension, your account rights will be downgraded to “read-only” and you will be unable to submit new or additional information through our Service. You may, however, export any User Submissions you have previously uploaded to fulfill your stenographic-related professional responsibilities.] Following a fourteen-day (14-day) period of account suspension, Stenovate reserves the right to delete your account permanently. Stenovate will use commercially reasonable efforts to send you at least one (1) e-mail notice alerting you to the potential deletion of your account from our Service. If you wish to unlock your suspended account, you may do so by paying your past-due Subscription Fee and providing updated billing and payment information as requested.

4. PAYMENT TERMS

4.1. Subscription Fee. Except for any period of free trial lasting thirty (30) days or less, the cost of accessing and using our Service shall be assessed to you on a monthly basis and shall be based, in part, on the account features and options you select during registration (the “Subscription Fee”). You are responsible for paying the Subscription Fee on time, in full, and in the payment method designated at the time of payment. We do not accept any payment methods other than the options provided on our Service. Stenovate uses commercially reasonable efforts to publish its most recently available Subscription Fee pricing here: {HYPERLINK COMING SOON} Stenovate reserves the right to change its Subscription Fee pricing at any time, and any such changes shall be published on our Service in a timely manner.

4.2. Payment Method Provided. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION REGARDING THE PAYMENT METHOD FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE WITHIN THE ACCOUNT SETTINGS FUNCTIONS OF OUR SERVICE.

4.3. Cancelling Service. In the event you cancel our Service before the Subscription Fee is due, you may continue to use our Service until the end of the then-current term, or until Stenovate permanently deletes your account, whichever is later. In no event will a cancellation of our Service result in, or make you eligible for, a prorated refund of any portion of the Subscription Fee paid. You may cancel our Service at any time in accordance with Section 9.2.

4.4. Recurring Payment. For your convenience, Stenovate offers automatic recurring payments of your Subscription Fees. If you set up recurring payments, please be advised that the then-current Subscription Fee will be automatically charged against your method of payment at the end of each billing cycle. You accept responsibility for all charges prior to cancellation. You may change your payment options by visiting the Account Settings functions on our Service.

4.5. Free Trials and Promotions. Stenovate may from time-to-time offer free trials or promotional accounts without cost or at a reduced cost for a specified period. One week prior to the expiration of the promotional period, you will receive an email notifying you of the end of the promotional period. The email will also contain a “link” for you to continue our Service as a paying member.

5. USER REPRESENTATIONS

5.1. Representations. You hereby represent and warrant that: (1) you (a) are over the age of 18; and (b) have the power and authority to enter into and perform your obligations under this Agreement; (2) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of our Service, your Feedback, or any part thereof; (3), you have provided and will maintain accurate and complete information with us, including, without limitation, your legal name, email address, and any other information we may reasonably require; (4) your access to and use of our Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (5) you will immediately notify us in the event that you learn or suspect that the personal information you provided to us has been disclosed or otherwise made known to any other person; (6) you will not use our Service in order to gain competitive intelligence about us, our Service, or any product or service offered via our Service or to otherwise compete with us; and (7) User Submissions you provide do not and will not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and you have acquired the appropriate consent of all third parties (as applicable) to provide the User Submissions through our Service.

5.2. Feedback. In the event you provide any Feedback via our Service, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.

6. DISCLAIMER OF WARRANTIES

6.1. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SERVICE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SERVICE WILL BE CORRECTED, THAT OUR SERVICE AND ANY CONTENT OR INFORMATION FOUND ON OUR SERVICE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SERVICE WILL MEET YOUR EXPECTATIONS. ANY CONTENT, USER SUBMISSIONS, OR OTHER MATERIALS UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS, WHETHER TO US OR TO ANY THIRD PARTY. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6.2. No Substitution for Professional Advice. Our Service is intended for general purposes only to simplify the details and matters involved in transcript services. As such, our Service is not intended to serve as a vehicle for providing legal or other professional advice or service. Please consult with an appropriate attorney or other professional in the event you have questions regarding such matters. Any communications between you and us shall not be protected by any privilege, work product doctrine, or fiduciary duty.

6.3. Third Party Interactions. You understand that our Service merely facilitates interaction between you as a user and third parties you engage with in connection with your transcript-related professional services. As such, Stenovate cannot and does not guarantee the quality of work, timeliness of payment, assurance of completion, and/or method of delivery as it relates to your interaction with any third party on the Service. While Stenovate uses commercially reasonable efforts to identify users that fail to abide by the terms and conditions contained in this Agreement, we do not act as an arbiter, mediator, or other conflict-resolution party between you and any third party you engage on our Service. It is your sole and exclusive responsibility, at all times and under all conditions, to ensure that any third party you engage with understands the scope, cost, and timeline(s) associated with any project, service, or request you provide through the Service. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, THIRD PARTIES THAT YOU ENGAGE WITH ON OUR SERVICE. UNDER NO CIRCUMSTANCES WILL STENOVATE BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR INTERACTION WITH A THIRD PARTY ON OUR SERVICE (REGARDLESS OF YOUR PROFESSIONAL ROLE OR SERVICE OFFERED). YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS STENOVATE, OUR OFFICERS, EMPLOYEES, SUPPLIERS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR INTERACTIONS WITH THIRD PARTIES ON OUR SERVICE.      

7. INDEMNITY; LIMITATION OF LIABILITY

7.1. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS STENOVATE, OUR OFFICERS, EMPLOYEES, SUPPLIERS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, DEMANDS, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) YOUR USE OF OUR SERVICE, (B) YOUR VIOLATION OF THIS AGREEMENT, (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY, AND (D) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL STENOVATE BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE OUR SERVICE. IF YOU ARE DISSATISFIED WITH OUR SERVICE, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE FOR THE USE OF ANY OR ALL PARTS OF OUR SERVICE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).

7.3. For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST STENOVATE.

8. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS.

8.1. Governing Law. This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Missouri without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in your city and state of residence, unless otherwise agreed to by the parties.

8.2. Dispute Resolution. To the extent feasible, the parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access to our Service or Stenovate Materials, the breach, termination, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this Agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If the parties are not able to resolve any Dispute internally, you and Stenovate agree to resolve such Dispute through confidential binding arbitration as set forth below.

8.3. Binding Arbitration. If you and Stenovate are unable to resolve a Dispute through informal negotiations, either you or Stenovate may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Stenovate may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

8.4. Waiver of Rights. You hereby agree that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any constitutional rights to have the Dispute determined by a court of law or by a jury and any right that you may have under Article 13 of the State Bar Act to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE PROVIDER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

9. MISCELLANEOUS

9.1. Ownership of Intellectual Property. Unless otherwise specifically noted in this Agreement, images, trademarks, service marks, logos and icons displayed on our Service, are the property of Stenovate and its licensors and may not be used without our prior written consent. Our Service, including our systems, databases, information, data, documents, materials, works, Stenovate Content, and all intellectual property rights in and to the foregoing (collectively, the “Stenovate Materials”) shall at all times remain the exclusive property of Stenovate and its third-party licensors. You are not acquiring any rights in or to the Stenovate Materials other than a non-exclusive right to access and use our Service solely in accordance with the terms of this Agreement. Our Stenovate Materials are our intellectual property and may not be reproduced, recreated, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement. Any unauthorized use of any Stenovate Materials, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Any third-party software included in our Stenovate Materials is licensed subject to the additional terms of the applicable third-party license. Trademarks owned by third parties are the property of those respective third parties.

9.2. Term. This Agreement is effective upon your acceptance and will continue in full force until terminated. You may terminate this Agreement at any time by immediately discontinuing all access to our Service or by contacting our Customer Service at support@stenovate.com. Termination or cancellation of this Agreement will not affect any right or relief to which we may be entitled at law or in equity, including, specifically, our right to collect any Subscription Fee amounts due. We reserve the right to terminate this Agreement at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to our Service or any part thereof.

9.3. Independent Contractors. You understand and expressly agree that you and Stenovate are independent contractors and not agents or employees of the other party. Neither you nor Stenovate has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

9.4. No Third Party Beneficiary Rights. Nothing expressed or referred to in this Agreement is intended or will be construed to give any person other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provision hereof, it being the intention of the parties hereto that this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and assigns.

9.5. Consent to Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of this Agreement and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement and in performing our obligations and exercising our rights under this Agreement. Neither you nor Stenovate will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.

9.6. Equitable Relief. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement.

9.7. Entire Agreement. This Agreement constitutes the entire agreement between you and Stenovate with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. We may revise and update this Agreement from time to time, and will post the updated Agreement to our Service. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of our Service will constitute your agreement to any new provisions within the revised Agreement.

9.8. Waiver; Severability. Our failure to enforce any provision of this Agreement will not be deemed to be a waiver of our right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.

9.9. Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.

9.10. Survival. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

9.11. Contact Us. For questions, please email us at support@stenovate.com.