ScribeHub User Agreement

Last Updated: October 1, 2019

This user agreement (the "User Agreement") sets forth the terms and conditions that govern your access and use of the website www.scribehub.com, and all services and products offered therein, including the Service and related Internet media properties (collectively the "Site") owned or operated by ScribeHub ("ScribeHub").

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE CONTINUING OR USING THE SITE. THIS USER AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SITE AND IMMEDIATELY CEASE ANY SUCH USE.

This User Agreement hereby expressly includes and incorporates ScribeHub's Privacy Policy in its entirety. Your use of the Site hereby indicates your agreement to, and acceptance of, the Privacy Policy.

1. Language

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 User Agreement shall be the sole version used in interpreting and enforcing this User 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

Definitions:

"Customer" means the individual or legal entity identified during registration for any paid for or free trial Document offered through any ScribeHub website, including but not limited to the ScribeHub website.
"Content" means the comments, documents, work done and other inputs by the User or Trial User.
"Document" means, and is a 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.
"User" means any person, whether in an individual, business, or representative capacity on behalf of a company or other legal entity, and that accesses the Service, including on a free trial basis.
"We", "Us" or "Our" means ScribeHub, the company who provides the Site and with whom you are accepting this User Agreement.
"You" or "Your" means, capitalized or not, yourself, the company or other legal entity for which you are accepting the terms of this User 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 User Agreement are for convenience only and have no legal or contractual effect.

3. Copyright, Licences and Idea Submissions

You acknowledge that ScribeHub and its licensors own all right, title, and interest in: (a) the Site; (b) any ScribeHub software provided in connection with the Site; and (c) all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by ScribeHub in connection with the Site. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE OR SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE, OTHER THAN IN COMPLIANCE WITH THIS USER AGREEMENT, AND IF YOU ARE A CUSTOMER AND/OR USER, THEN OTHER THAN IN COMPLIANCE WITH THE MASTER AGREEMENT AS WELL.
You agree not to change or delete any copyright or proprietary notices within any materials on the Site. Any material printed or downloaded by you from the Site, including, without limitation, any text, files, images, software, and data accompanying the foregoing is licensed to You by ScribeHub, by way of a single-use, non-transferable, non-exclusive, revocable license. Printing or downloading the material does not transfer title of the material, nor any intellectual property rights therein, to You. You may not redistribute or sell the material.
You are welcome to send suggestions on improving the Site, but in doing so, You acknowledge and agree that such suggestions will become the property of ScribeHub, and ScribeHub has no obligation to compensate You for such suggestions.
You agree that You shall have no recourse against ScribeHub for any alleged or actual infringement or misappropriation of any proprietary right in Your communications to ScribeHub.
ScribeHub may use the information it obtains as a result of Your registration with the Site, including but not limited to your IP address, name, mailing address, and email address for its internal business and marketing purposes. For more information on how Your data may be used, please review Our Privacy Policy.

4. Trademarks

"ScribeHub" and/or any other names of ScribeHub, or its websites, seminars, conferences, events, publications, products, content or services referenced herein, on the Site are the exclusive trademarks or service marks of ScribeHub, including the "look" and "feel" of the Site, including the color combinations, layout, and all other graphical elements. Any use of ScribeHub"s trademarks is strictly prohibited without the express permission of ScribeHub. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

5. Copyright Infringement

Notification of Copyright Infringement: ScribeHub respects intellectual property rights and expects its Users to do the same. ScribeHub will respond to clear notices of copyright infringement, and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and making good-faith attempts to contact the User who posted the content at issue so that they may, where appropriate, make a counter-notification.
If You believe that Your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Site, or on sites linked to or from the Site or in connection with the Site, please provide notification of claimed copyright infringement to ScribeHub"s Copyright Agent (contact information below) and provide relevant information to be reviewed, such as:
1. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
2. A description of the copyrighted work(s) that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
3. A description of where the content that you claim is infringing is located on the Site;
4. Information sufficient to permit ScribeHub to contact you, such as your physical address, telephone number and e-mail address;
5. A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and
6. A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner"s behalf.
Before you file such a notification, please carefully consider whether or not the use of the copyrighted content at issue is protected by the ‘fair use" doctrine, as you could be liable for costs and attorneys" fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted content constitutes infringement, please contact an attorney before you file your notice.

ScribeHub's Copyright Agent:
ScribeHub
Attention: Copyright Agent
legal@scribehub.com

6. Use of the Site

You understand that, except for information, products or services clearly identified as being supplied by ScribeHub, ScribeHub does not operate, control or endorse any information, products or services on the Internet in any way. Except for ScribeHub-identified information, products or services, all information, products and services offered through the Site are offered by third parties that are not affiliated with ScribeHub.
You also understand that ScribeHub cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient safety and precautionary procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
ScribeHub offers a search feature within the Site. ScribeHub explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. ScribeHub also disclaims any responsibility for the completeness or accuracy of any directory or search result.
In connection with Your use of the Site, You agree You will NOT:
1. Infringe or violate the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or ScribeHub, or any rights of publicity or privacy of any party;
2. Transmit any message, information, data, text, software or images, or other content (" Material ") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or that may invade another's right of privacy or publicity;
3. Impersonate any person or entity, including but not limited to, a ScribeHub official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. Post or transmit any Material that you do not have a right to reproduce, display or transmit, by reason of any law or due to a contractual or fiduciary relationship (such as a non-disclosure agreement);
5. Post or transmit any Material that is harmful to minors;
6. Delete any author attributions, legal notices or proprietary designations or labels that You upload to any communication feature;
7. Use the Site's communication features in a manner that adversely affects the availability of its resources to other Users;
8. Post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation, commercial or otherwise, including those regarding employment and contracting;
9. Violate any applicable local, provincial/state, national or international law (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising);
10. Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
11. Remove, delete or change Material on the Site posted by ScribeHub or by any other person or entity, without the prior permission of ScribeHub;
12. Manipulate or otherwise display the Site by using framing or similar navigational technology;
13. Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any ScribeHub product or service if you are not expressly authorized by such party to do so;
14. Use the Site to advertise or sell any goods or services without the prior approval of ScribeHub;
15. Do anything that might damage the functionality and security of ScribeHub;
16. Allow any third party to have access to or use the Site through Your account, for any reason;
17. Publicly disclose content from the Site for which You are not authorized;
18. Distribute, sublicense, sell, assign or otherwise transfer ScribeHub software, services and/or documentation or part thereof, whether on its own or embedded in any other application; and
19. Copy, change, adapt, supplement, disassemble, reverse engineer, create derivative works from, translate or otherwise take or combine ScribeHub software, services and/or documentation with other software, services or documentation, except as expressly permitted by this User Agreement or by written permission from ScribeHub.
In connection with Your use of the Site, You agree that You will:
1. Maintain Your user account information accurate and complete, and report and update changes in a timely manner;
2. Maintain login information secret and not allow others to use it, including using a password of a reasonable security level so as to avoid theft;
3. Be solely responsible for verifying and satisfying Yourself as to the identity of other Users;
4. Be solely responsible for any content You upload, transmit, publish or share in any way on the Site;
5. Be solely responsible at Your own cost and expense to keep backup copies of any of Your content on the Site;
6. Be solely responsible at Your own cost and expense, for obtaining and maintaining all internet service, computer hardware and other services and equipment required for access to and use of the Site;
7. Report to ScribeHub any activities on the Site which violate applicable laws and/or this User Agreement; and
8. Comply with all applicable laws regarding the transmission of technical data exported from Canada, the United States or whatever country in which You reside.
You understand that by using the Site You may be exposed to Content that You may find offensive, indecent or objectionable and that, in this respect, You use the Site at Your own risk.
You agree that at the sole discretion of ScribeHub, and for any reason and without notice, ScribeHub may delete, remove or suspend any User content, including if the data, item or information is illegal or if its disclosure or display is illegal. Further, ScribeHub may suspend or revoke your access to the Site if You are in breach of this User Agreement.

7. Investigations

ScribeHub does not generally monitor User activity occurring in connection with the use of the Site. If ScribeHub becomes aware, however, of any possible violations by You of any provisions of this User Agreement, the Master Agreement, or the Privacy Policy, then ScribeHub reserves the right to fully investigate such violations, and ScribeHub may, at its sole discretion, terminate immediately Your licence to use the Site or change, alter or remove Content, in whole or in part, without prior notice to you. If, as a result of such investigation, ScribeHub believes that criminal activity has occurred, ScribeHub reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. ScribeHub is entitled to the extent allowed by applicable law, to disclose any information, including Information about You, in ScribeHub"s possession in connection with Your use of the Site to law enforcement or other government officials, as ScribeHub in its sole discretion believes to be necessary or appropriate.
You agree to indemnify and hold ScribeHub harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys" fees, related to or arising from Your Content, the Content of any other Users on Your account, and Your or any of Your User"s use of the Site, including any use that violates this User Agreement.

8. Availability, Changes to Services

You acknowledge and agree that it is not technically feasible to achieve availability of the Site at all times without interruption. You acknowledge and agree that there is the potential for software maintenance, software development, ‘Acts of God", Force Majeure, equipment failures, or utility failures that might cause an interruption in availability or cause malfunction, and that as such ScribeHub will not be responsible for any damages whatsoever arising from such interruption or malfunction.
At any time, ScribeHub reserves the right at its sole discretion to change the software, merchandise, information, services, transactions and/or materials offered by ScribeHub and/or to offer software, merchandise, information, services, transactions and/or materials different from those offered at the time of Your registration.

9. Warranties

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 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. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL SCRIBEHUB BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, SERVICE, ANY MERCHANDISE, INFORMATION, OTHER SERVICE, OR TRANSACTIONS PROVIDED ON THE SITE, OR DOWNLOADED FROM THE SITE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE, EVEN IF SCRIBEHUB OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, SERVICE, ANY MERCHANDISE, INFORMATION, OTHER SERVICE, TRANSACTION AND/OR MATERIALS PROVIDED OR DOWNLOADED THROUGH THE SITE OR SERVICE.
IN THE EVENT THAT A PROVINCE OR A STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY TO THE EXTENT AGREED UPON IN THE ABOVE SUBSECTION 10(i), THEN SCRIBEHUB"S LIABILITY IS HEREBY LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Notwithstanding anything to the contrary contained herein, our liability to You as a non-paying User of the Site, for any cause whatsoever, and regardless of the form of the action, will at all times be limited to $1 CDN.

11. Indemnification and Reservation of Rights

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 User Agreement (including negligent or wrongful conduct) by You 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 based on: (i) infringement of their rights by content You posted on the Site; (ii) breach of applicable laws.

12. Dealings with Third Parties

Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third party. You agree that ScribeHub shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

13. Links

The Site may provide, or third parties may provide, links to non-ScribeHub Internet websites or resources as a convenience to You ("Third-Party Sites"). Because ScribeHub has no control over such Third-Party Sites and resources, you acknowledge and agree that ScribeHub is not responsible for the availability of such Third-Party Sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Links to Third-Party Sites are not endorsements by ScribeHub of such Third-Party Sites. You further acknowledge and agree that ScribeHub shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third-Party Site or resource.

14. Site Security Rules

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing data not intended for You or logging into a server or account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing" or (d) forging any TCP/IP packet header or any part of the header information in any e-mail, forum, or posting. Violations of system or network security may result in civil or criminal liability. ScribeHub will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting those who are involved in such violations.

15. Cookies Use

The Site uses two different kinds of cookies. If a User turns off the "allow cookies" setting in their internet browser settings, such an action will cause the private aspects of the Site not to function – i.e. a User will not be able to log in nor work on any Documents.
The first type of cookie is called a "session cookie" to keep track of authenticated Users and their preferences. Without this cookie the User would need to login on every request made by the User. For example when a User clicks a button or link (e.g. views the Dashboard, edits content, posts a comment), then the User would have to login for each request. Thus, the session cookie stores who the User is and the fact that the User is already authenticated with the Site, preventing the need for repeated authentications. In addition, the session cookie usefully tracks language, Document, and Dashboard settings. The session cookie exists only for the session the User is in and when the User logs out or closes their internet browser, then the session cookie is deleted.
The second type of cookie is for the "Remember Me" feature available to Users on the login page. This cookie is only activated and used if the User clicks the "Remember Me" checkbox. This cookie stores a special code that is associated with the User"s account and allows a previously authenticated User to re-access the Site even after closing their internet browser and re-opening it. If a "Remember Me" User deletes this cookie, then the User would have to login again the next time they want to access the Site. Unless the User turns off cookies, this would be a permanent cookie and exist across separate sessions in the Site.

16. Governing Law

This User 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 or proceeding between ScribeHub and You for any purpose concerning the Site or this User Agreement or the parties" obligations hereunder.

17. Entire Agreement

This User Agreement, together with the Privacy Policy and Master Agreement (if such an agreement was entered into) contains the entire mutual agreement and understanding between ScribeHub and all Users, Customers, and Individuals accessing and using the Site and supersedes any prior written or oral agreement or understandings between any and all such parties with respect to this Site.

18. Severability

If any provision of this User Agreement is determined to be invalid, such invalid provision does not affect the validity and enforceability of the remaining provisions to the fullest extent permitted by law.

19. 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. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this User Agreement.

20. Limitation Period

Any cause of action or claim you may have with respect to the Site must be commenced within six (6) months after the claim or cause of action arises.

21. Assignment

ScribeHub may assign its rights and duties under this User Agreement to any party at any time without notice to You.