This master subscription agreement ("Master Agreement") governs your acquisition and use of the Service, which is a subscription to the "ScribeHub" online platform (the "Site"), provided by ScribeHub ("ScribeHub").
PLEASE READ THIS MASTER AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO THE SERVICE. THIS MASTER AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.
The incorporated User Agreement applies, with necessary modifications, to all Customers and Users with respect to their access to, and use of, the Service in addition to their general access to and use of the Site.
If you have a free trial, this Master Agreement will also govern the free trial. If you are entering into this Master Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Master Agreement and may not use the services.
- It is the express wish of the Parties that the Agreement and all related documents have been drawn up in English and that the English version of this Agreement shall be the sole version used in interpreting and enforcing this Agreement. C'est la volonté expresse des Parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
2. Definitions & Interpretation
- "Author" means any individual User that is able to edit Document contents for any of the active Documents owned by the Customer. An Author is able to edit contents on multiple Documents owned by the Customer and this User will only be treated as one Author for the purposes of licensing regardless of how many active Documents for which this User is currently listed as an Author.
- "Content" means the comments, documents, work done and other inputs by the User or Trial User.
- "Customer" means the individual or legal entity identified during registration for any paid for or free trial Document or Service offered through any ScribeHub website.
- "Organization" means the organizational workspace within the Service where Your Data resides.
- "Document" means, and is reference to, an online document which is the core content creation target within the Service, and is the result of the use of the Service.
- "Service" means the online service that is provided on the Site, located at www.scribehub.com, or any alternate website as may be designated by ScribeHub from time to time.
- "Trial User" means any person, whether in an individual, business, or a representative of a company or other legal entity, that accesses the Service on a free trial basis.
- "User" means any person, whether in an individual, business, or representative of a company or other legal entity, that accesses the Service, and includes Trial Users.
- "We", "Us" or "Our" means ScribeHub, the company that provides the Site and with whom you are accepting this Master Agreement.
- "You" or "Your" means, capitalized or not, yourself, the company or other legal entity for which you are accepting the terms of this Master Agreement, and any subsidiaries or affiliates of that company or entity.
- "Your Data" means all electronic data or information submitted by You or by those Users contributing to your Documents or to your Organization within the Service.
- Section headings in this Master Agreement are for convenience only and have no legal or contractual effect.
3. Free Trial
- This section applies to you solely if you have access to the Service on a free trial basis. In addition to the other terms of this Agreement, as a Trial User of the Service, your right to access and use the Service is limited as provided in the e-mail communication from us acknowledging your right to use the Service, and as provided in the web pages describing the free trial use of the Service. The free trial Service might be offered by us at a later time with different features, for a fee, or not at all, as determined by us in our sole discretion.
- Termination of Trial Service: if You have a free trial, we will provide the Service to You on a trial basis, free of charge, until the earlier of (a) the end of the free trial period which you have been granted, or (b) the start date of any Purchased Services ordered by You. We reserve the right, for any reason in our sole discretion and without prior notice, to discontinue or suspend your trial use, and to terminate your trial account. Your rights and the rights of participants to access content submitted to your account and processed by the Service shall terminate immediately upon termination of your right to use the Service. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
- ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS THOSE COVERED BY THE TRIAL, PURCHASE AN UPGRADED SERVICE, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. WE RESERVE THE RIGHT TO BAR THE TRANSFER OF DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA MAY BE PERMANENTLY LOST.
4. Software & Service Usage Rights
- For the term of the Master Agreement, ScribeHub grants to You a limited, non-transferable, non-exclusive, revocable, right to access and use: (a) the Site and Service to view, store, bookmark, download and print the pages within this Site solely for your personal, informational and noncommercial use or as expressly authorized by ScribeHub in writing. Individual pages and/or sections of the Site may be printed for personal or internal use only, provided that such print-outs retain all applicable copyright or other proprietary notices; and (b) ScribeHub&'s proprietary, commercially available, hosted software products and related documentation (the "Software") via a web browser for Your internal business use. The Software is made available to You as a hosted service. ScribeHub hosts and retains physical control over the Software and only makes it available for access and use by You over the Internet through a Web-browser. Nothing in this Master Agreement obligates ScribeHub to deliver or make available any copies of computer programs or code from the Software to You, whether in object code or source code form. You may not rent, lease, distribute, or resell the Software, or use the Software as the basis for developing a competitive solution or any other software or service, or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software, or contract with a third party to do any of the above.
5. Fees and Payments for Purchased Services
- Subscription Term: unless otherwise noted in writing, the term of the Master Agreement is on a month-by-month basis. The Service may be pre-paid on an annual basis. An annual pre-payment will result in either (a) a discount of two months off the annual price of the Service (i.e. You pay for 10 months and You get 12 months of Service), or (b) 4 hours of software service support at no extra cost.
Subscription Fees: use of the Service is subject to your payment of fees (the "Subscription Fees"), which may vary according to the subscription option to which you have subscribed and/or the period of time for which you have elected to pay for the Service (the "Subscription Term").
We will deliver invoices by e-mail or via the Site to your account. Your fees will be based on the current price list unless the User and ScribeHub agree to different Subscription Fees in writing. You should review the complete and current price list before signing up for the Service.
We will collect the Subscription Fees for the Service in advance of each Subscription Term. You are responsible for paying all taxes levied in connection with your use of the Service. Your bank may impose on you other fees in connection with your payment of the Subscription Fees, and we have no connection to or responsibility for such fees.
- Automatic Renewal of Subscriptions: for most subscription options, your subscription to the Service will automatically renew at the end of each Subscription Term. In connection with these options, on the subscription renewal date, you are responsible for submission of your payment for the next Subscription Term (known as the "Billing Date"). Your billing cycle begins on the day we setup your account, and on that same day of the month thereafter, unless it is a 29th, 30th or 31st of a month, in which case we set the monthly payment date to the first of the month. You can cancel your account at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month for which you discontinued the Service. You can find your Billing Date in the invoice for the Service. You may terminate the auto-renewal of your subscription at any time before your next Billing Date by contacting a customer service representative. In the event of a request for cancellation, you will have access to the Service until the end of your then-current Subscription Term.
- Non-refundable Fees: all Subscription Fees paid by you in relation to a subscription to the Service are non-refundable with the exception of the annual pre-payment option. In this case, a partial refund is available, subject to the following two conditions: a) a partial month of use will be treated as a full month of use; and b) no refund will be provided for the two free months granted as part of the annual pre-payment option, meaning, for example, if a Customer has used the service for ten (10) months on an annual pre-payment subscription, then no refund would be issued.
- Payment Method: We accept payment in the form of a bank transfer or a company cheque. Irrespective of the payment method, payment must be made by the start of the new Subscription Term.
Overdue Account: We may suspend your access to the Service if your account is not fully paid by the beginning of a new Subscription Term. If payment is overdue by over 30 days, we may, at our sole discretion, delete all your Data on the Site. The Customer acknowledges and agrees that suspension of the account will deny the Customer, and all users accessing the Service within the Customer account, access to the Service until delinquent accounts are paid in full. In addition to the rights granted herein, we reserve the right to terminate this Master Agreement in accordance with the terms and conditions of this Agreement.
You further agree that in the event we are unable to collect the Subscription Fees owed by you for the Service, we may take the steps we deem necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity.
- Schedule A: this Master Agreement may include a Schedule A (by default it does not). In the event that a Schedule A is included with this Master Agreement, then that Schedule A will be used as the primary pricing arrangement for the term of the Master Agreement.
- Subscription Changes: if the subscription is being increased, the monthly fee attributable to the portion being added will be pro-rated according to the portion of the period remaining in the current billing cycle. If the subscription is being decreased, the portion being decreased will be reduced at the beginning of the next billing cycle. In no event will refunds be provided for partial months if the subscription is reduced.
- Changes in Price and/or Terms: We may at any time, upon notice required by applicable law, (a) change the price of subscriptions for the Service or any part thereof, (b) institute new charges or fees, or (c) change this Master Agreement. Price changes, Master Agreement changes, and introduction of new charges implemented during your Subscription Term will apply to subsequent Subscription Terms and to all new subscribers after the effective date of the change. If you do not agree to any such changes, then you must terminate your subscription to the Service and stop using the Service. Your continued use of the Service after the effective date of any such change shall constitute your acceptance of such change.
- Accurate Customer Information: You agree to provide us with accurate billing and contact information, including legal name, company name (if applicable), street address, telephone number, and e-mail address. You also agree to notify us of any changes to this information within thirty (30) days of any such change. We reserve the right to terminate your access to the Service if you provide misleading, false or fraudulent contact or billing information.
6. Our Responsibilities
- Support: We shall provide e-mail support during normal business hours (9:00am to 5:00pm Eastern Time Zone) Monday-Friday, except on holidays. We can be contacted via e-mail or by completing a form online at www.scribehub.com.
- System Availability: We will use commercially-reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for (a) planned downtime (of which We shall give at least 8 hours' notice via the Service and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.
- Backup: We shall use reasonable efforts to protect the Customer's data and conduct data backups, however it is the Customer's responsibility to secure and maintain their own copy of all User Data.
- New Features: new features within the Service may or may not be provided to You as part of the Service for which you have paid. We may charge additional fees for certain new features within the Service at our discretion. You may choose whether or not to purchase these features in Your sole discretion.
- Updates: We will make updates to the Service periodically. Updates in software versions are made available free of charge with the exception of certain new features.
- Laws and Regulations: We provide the Service only in accordance with applicable laws and government regulations. We reserve the right to change and/or suspend the Service if necessary to comply with such laws and regulations.
7. Content Licence & Storage Terms
- General Terms: You may upload Content to the Service in connection with Your use of the Service. ScribeHub does not verify, endorse, or claim ownership of any of this Content.
- You acknowledge, and agree, that the accuracy, integrity, reliability, quality, legality, and copyright of all Your Data shall be Your sole responsibility, and We shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Data. Unless You have agreed otherwise in writing with Us, You agree that You are responsible for protecting and enforcing Your Content rights and that We have no obligation to do so on Your behalf. Your Content is stored on ScribeHub's servers at your request or the request of an Appointee, as necessary, for ScribeHub to provide the Service and in accordance with ScribeHub's then-current storage policies. You are solely responsible for Content including making and keeping back-up copies of Content. ScribeHub has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit or receive transmission of Content (whether or not processed by the Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features of the Service enable you to specify the level at which such Service restricts access to your Content; You are solely responsible for applying the appropriate level of access to your Content. YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS SCRIBEHUB FOR ANY SUCH CORRECTIONS, DELETIONS, LOSSES, DESTRUCTIONS, OR FAILURES TO STORE ANY SUCH DATA OR CONTENT.
- You understand that ScribeHub, in performing the required technical steps to provide the Service to our users, may (a) transmit or distribute your Content over various public networks and in various media, and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit ScribeHub to take these actions.
- You agree to allow ScribeHub to produce derivative works from compiled information and data that does not allow for your identification. This licence is for the sole purpose of enabling us to display, distribute and promote the Service.
- Licence: You confirm and warrant to ScribeHub that you have all the rights, power and authority necessary to grant the above licence.
- ScribeHub Access to Content: You acknowledge that the Service is automated (e.g., Content is uploaded using software tools) and that ScribeHub personnel will not access, view, or listen to any Content, except as set-out in this Master Agreement and as reasonably necessary to provide the Service, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by ScribeHub in good faith to conform to legal requirements or comply with legal processes; or (d) enforce this Master Agreement, including investigation of potential violations hereof, as further described in Section 7 (Investigations) of the User Agreement.
8. Access, Use and Restrictions
- The Site and Service, and all information and functionality contained within both, are not directed at or intended for use by any person resident or located in any jurisdiction where (1) the distribution of such information or functionality is contrary to the laws of such jurisdiction, or (2) such distribution is prohibited without ScribeHub obtaining the necessary licences or authorizations and such have not been obtained. Any such User or Customer must immediately cease use of the Site and Service.
Except as otherwise stated in this Master Agreement or the User Agreement, or as expressly authorized by ScribeHub in writing, You may not:
- Loan, share, publish, republish, copy, reproduce, disclose, transmit, display, sell, license, lease or distribute any portion of the Site or Service or any data thereon to any third-party, or use the Site or Service as a basis for a directory or database prepared for commercial sale, commercial use, or distribution;
- Remove any copyright, watermark, trademark or other proprietary notices contained in the Site or Service;
- Disassemble, decode, decompile or otherwise reverse engineer any software used in providing, accessing, storing, serving, or viewing the Site or Service;
- Access, download, transfer or manipulate data or databases comprising the Site and Service using protocols or interfaces other than those provided by ScribeHub as part of the Site or Service. This includes the use of programming scripts, robots, spiders, crowdsourced human intelligence, or any other automated method to automatically obtain the contact information of Our subscribers and any programming scripts or third-party software or crowdsourced human intelligence which automatically downloads or copies image or textual content from any portion of the Site or Service;
- Hire any type of crowdsourced or outsourced labor to utilize the Site or Service in any way;
- Utilize any automated method of contacting subscribers or other users through the Site or Service;
- Contact other Users or Customers of, or subscribers to, the Site or Service with offers to consume any commercial service or purchase any product;
- Have access to or make any use of the source code for the Site or Service;
- Take any action inconsistent with ScribeHub's ownership of and rights in the Site, the Service and the Software; or
- Violate any law or regulations concerning data protection.
In addition, by using the Site and the Service, you agree:
- Not to disrupt or interfere with the security of, or otherwise abuse, the Site or Service, or any other services, system resources, accounts, servers or networks connected to or accessible through the Site, Service or affiliated or linked websites;
- Not to disrupt or interfere with any other User's or Customer's permitted enjoyment of the Site, Service or affiliated or linked websites;
- Not to upload, post or otherwise transmit through or on the Site or Service any viruses or other harmful, disruptive or destructive files;
- Not to use, frame or utilize framing techniques to enclose any ScribeHub trademark, logo, content or other proprietary information (including the images found at the Site or Service, the content of any text or the layout/design of any page or form contained on a webpage) without the express written consent of ScribeHub;
- Not to use meta tags or any other "hidden text" utilizing an ScribeHub name, trademark, or product name;
- Not to create or use a false identity on the Site or Service;
- Not to collect or store personal information about others obtained through the Site or Service without their prior consent;
- Not to attempt to obtain unauthorized access to portions of the Site or Service that are restricted from general access;
- Not to take any action that will or could impose unreasonable or disproportionately large load on our Site or Service or our other infrastructure;
- Not to post any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy or otherwise in violation of any applicable local, provincial/state, national, or international law, statute, regulation, ordinance or other means of establishing legal rights and obligations in any geographic area (collectively, "Applicable Law");
- Not to post any copyrighted material unless the copyright is owned by you or you have obtained permission from the copyright holder, which posting shall be deemed consent by you of the publication of such copyrighted material on the Site or Service;
- Not to take any action that may undermine any feedback or rating systems; and
- To comply with all Applicable Laws that relate to your use of or activities on the Site and Service.
- Copyright infringement will be dealt with in accordance with Section 5 of the User Agreement.
- Purchases of Goods or Services. If You purchase an item or service, You and the seller enter into a binding contract that both parties are expected to honour. ScribeHub may provide the vehicle for communication, negotiation, and confirmation of a bid between a buyer and seller, and all Users and parties involved agree that any such bids are binding obligations once proposed by the seller and accepted by the buyer. The Users agree ScribeHub is not involved in the actual transaction between buyers and sellers and is not a party to the contract.
9. Relationship of the Parties
- This Master Agreement does not create any sort of partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This is strictly a commercial arrangement where the Customer is paying to use ScribeHub's Service.
10. Suspension of Service
- We reserve the right to suspend Customer access to the Service without notice if, in our sole and absolute discretion, you fail to comply with any of the terms of this Master Agreement. Account suspension involves preventing Your access and any User accessing Your Content on the Site.
11. Term and Termination
- Termination of your subscription occurs at the expiration of the then-current paid Subscription Term. Either party may terminate this Agreement without notice for convenience (without cause). Notice of termination by You must be delivered in writing by e-mail and must include Your primary account e-mail address. In the event that You cancel Your subscription without cause, or we terminate Your subscription for cause, then in either event We are entitled to keep all pre-paid subscription fees, with the exception of annual pre-payment Customers as explained in Section 5 of this Master Agreement.
- Prior to termination of the Master Agreement, the Customer is responsible for ensuring that all Data has been retrieved from the Site. We may delete any of Your data in our possession that has not been retrieved within thirty (30) days of expiration or termination of this Master Agreement.
12. Modification of Master Agreement
- As mentioned at the start of this Master Agreement, We reserve the right to change the terms and conditions of this Master Agreement, and all policies relating to the Service, at any time. We shall notify the Customer by posting an updated version of this Master Agreement, and by either e-mail message or by posting a message to the Customer's and/or User's user account. Customer is responsible for regularly reviewing this Master Agreement at www.scribehub.com. Continued use of the Service after any such changes shall constitute Customer's full agreement and consent to such changes.
- YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SERVICE. SCRIBEHUB PROVIDES THE SITE, SERVICE, AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE OR SERVICE, ANY MERCHANDISE, INFORMATION, OTHER SERVICE, OR TRANSACTION PROVIDED THROUGH THE SITE OR SERVICE, AND SCRIBEHUB SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY, OR FOR ANY AND ALL CONSEQUENCES FLOWING THEREFROM, FROM YOUR USE OF THE SITE OR SERVICE. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SITE. The foregoing provisions are for the benefit of ScribeHub and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site or Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
14. Limitation of Liability
- Notwithstanding anything to the contrary contained herein, and to the extent permitted by applicable law, Our liability to You for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the value of the unused amount of the Subscription Fees for the then current Subscription Term.
- For greater certainty, but without limiting the general application and inclusion of the User Agreement as part of this Master Agreement, this section 14 supersedes subsection 10(iii) of the User Agreement only.
15. Limitation Period
- Any cause of action or claim you may have with respect to the Site and/or Service must be commenced within six (6) months after the claim or cause of action arises.
- You agree to indemnify, defend and hold harmless ScribeHub, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including attorneys' fees, resulting from any breach of this Master Agreement (including negligent or wrongful conduct) by You, which for clarity includes both You as Customer and all Users under your subscription, or Your use and access of the Site, including without limiting the generality of the foregoing, against claims by Users or third parties against ScribeHub.
- If any provision of this Master Agreement, or any portion thereof, is held to be invalid and unenforceable, then any such portion is considered severed and the remainder of the Master Agreement shall continue in full force and effect.
- This Master Agreement may not be assigned by the Customer without the prior written approval of ScribeHub, but may be assigned by us to a parent or subsidiary, an acquirer of assets, or a successor by merger, without Customer consent or approval.
- Use of the name ScribeHub by You, for the purposes of promotion or other marketing activities, must be approved in advance and in writing by ScribeHub.
20. Governing Law
- This Master Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Courts of the Province of Ontario will have exclusive jurisdiction in connection with any matter, action, application or proceeding between ScribeHub and You for any purpose concerning the Site or this Master Agreement or the parties' respective obligations hereunder.
21. No Waiver
- No failure of ScribeHub to pursue any remedy resulting from a breach of this Master Agreement by any Customer or User shall be construed as a waiver of that breach by that or any other party or as a waiver of any subsequent or other breach unless any such waiver is in writing and signed by ScribeHub.
22. Entire Agreement
- If there is any overlap or contradiction between this Master Agreement and the User Agreement, the provisions in this Master Agreement are to govern the respective rights, conduct, and obligations of ScribeHub and all Users, Trial Users, and Customers.
- Notices may be delivered to ScribeHub by email to: firstname.lastname@example.org
Any rights not expressly granted herein are reserved. Copyright 2020 ScribeHub.