Terms of Service

Welcome, and thank you for your interest in Q6 Technology Holdings, Inc d/b/a Scribed AI (“Scribed AI,” “we,” or “us”) and our Scribed Voice Meeting Notes tool, along with our website at Scribed.ai, along with our related networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Scribed AI regarding your use of the Service. As used herein, “you” or “your” means any entity, university, organization, or company accessing or using the Service (“Organization”) as well as any individual end user accessing and using the Service, as applicable and hereby agreeing to these Terms.

You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

1. Scribed AI Service Overview

The Service enables users to transform recorded voice conversations into transcribed notes that can be searched and shared. You may choose whether to use the free version of the Service (“Free Service”) or the subscription-based paid version of the Service for which you may be required to pay fees (the “Paid Service”).

2. Eligibility

You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts and Registration

3.1 General

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. For Business or Enterprise Organizations, if you wish to designate individual users to access and use the Service under your account (such users, “Authorized Users”), you may also be required to provide us with some information about such Authorized Users. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times, and that you have all necessary rights and approvals to provide such information. When you register, you will be asked to provide a password. You are responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@scribed.ai.

3.2 Authorized Users

a. You are responsible for: (i) identifying and authenticating all of your Authorized Users, (ii) approving access by your Authorized Users to the Service and designating appropriate access controls in connection with your account, (iii) controlling against unauthorized access by your Authorized Users, and (iv) all activities that occur under your Authorized Users' usernames, passwords or accounts as a result of your Authorized Users' access and use of the Service.

b. If you received your credentials to access and use the Service (including certain features thereof) from your Organization or otherwise are accessing the Service under your Organization's account, you acknowledge and agree that your access to the Service as provided by your Organization is subject to the agreement between Scribed AI and your Organization with respect to the Service. You also acknowledge that your Organization may terminate the access to the Service that they provide to you at any time. Scribed AI will have no liability to you in connection with any such removal or termination.

c. If the domain of the email address associated with your account is owned by an Organization and was assigned to you as an employee, contractor or member of the Organization (such as yourname@youremployer.com), you acknowledge and agree that we may identify your account to the Organization, migrate your account to the Organization's account, and/or restrict or terminate access to your account. Scribed AI will have no liability to you in connection with any such disclosure, restriction, or termination.

d. When you join a Scribed Business or Enterprise account or when you convert an existing Scribed individual account into a Scribed Business or Enterprise account, you must do the following:

• Use it in compliance with your organization's terms and policies. Please note that Scribed Business and Enterprise accounts are subject to the Organization's control. The Organization administrators may prevent you from later disassociating your account from the Organization account. They may also restrict or terminate your access to a Scribed Business or Enterprise account.
• Acknowledge that all the data under your account is owned by the Organization and the Organization administrators have the right to access, disclose, restrict and remove information in your account. This includes the data that predates when you joined the Organization account.

4. General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.

4.1 Price

Scribed AI reserves the right to determine pricing for the Service. Scribed AI will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Scribed AI may change the fees for any feature of the Service, including additional fees or charges, if Scribed AI gives you advance notice of changes before they apply. Scribed AI, at its sole discretion, may make promotional offers with different features and different pricing to any of Scribed AI's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize Scribed AI and its third party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Scribed AI, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Scribed AI or its third party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. At its discretion Scribed AI may allow an organization to purchase the Service by issuing an invoice for payment that must be settled within 30 days of issuance.

4.3 Subscription Service

a. General. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Scribed AI or its third party payment processors or Apple or Google if you subscribed directly through the mobile application to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums, including all accrued sums for your Authorized Users. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. You may cancel the Subscription Service in the settings page for your account at Scribed.ai if you signed up directly via our website, or through settings in the Apple App Store, or Google Play Store if you subscribed directly in the mobile application or contacting us at: support@scribed.ai.

4.4 Delinquent Accounts

Scribed AI may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any sums are due but unpaid. Without limiting the generality of the foregoing, if you have been provided access to the Service (including certain features thereof) via your Organization and your Organization has not paid all sums due, we may suspend or terminate your access to the Service. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

5. Licenses

5.1 Limited License

Subject to your complete and ongoing compliance with these Terms, Scribed AI grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Service.

5.2 License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) access or use the Service in violation of any usage restrictions or other limitations associated with the level of Service you (or your Organization) have selected to access and purchased, if applicable. If you are prohibited under applicable law from using the Service, you may not use it.

5.3 Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Scribed AI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

6. Ownership; Proprietary Rights

The Service is owned and operated by Scribed AI. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Scribed AI are protected by intellectual property and other laws. All Materials included in the Service are the property of Scribed AI or its third party licensors. Except as expressly authorized by Scribed AI, you may not make use of the Materials. Scribed AI reserves all rights to the Materials not granted expressly in these Terms.

7. Third Party Terms

7.1 Third Party Services and Linked Websites

Scribed AI may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that may allow you to link your account on Scribed AI with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Scribed AI may transfer that information to the applicable third party service. Third party services are not under Scribed AI's control, and, to the fullest extent permitted by law, Scribed AI is not responsible for any third party service's use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Scribed AI's control, and Scribed AI is not responsible for their content.

8. User Content

8.1 User Content Generally

Certain features of the Service may permit users to upload content to the Service, including voice recordings, audio recordings, data, text, photographs, and other types of works (“User Content”), and to otherwise publish User Content on the Service. As between you and Scribed AI, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

8.2 Voice Recordings

The Service may provide a feature that allows you to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.

8.3 Limited License Grant to Scribed AI

Customer retains all ownership rights to the User Content processed using the service. You grant Scribed AI a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, export, process, transform, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed in a manner that is under your control. Customer may delete User Content from their account where it may be stored in a separate trash folder provided with the service for a specified period unless they choose to delete it from the trash folder. Once it has been permanently deleted from the user account either by direct action by the user or on expiration of the specified retention period in the trash folder, no record of the User Content is retained and the User Content cannot be recreated by the service.

8.4 User Content Representations and Warranties

Scribed AI disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Scribed AI and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Scribed AI, the Service, and these Terms;

b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Scribed AI to violate any law or regulation; and

c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

8.5 Machine Learning

Scribed AI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (“Usage Data”). The Service may be implemented using machine learning systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (“Machine Learning”). Nothing in these Terms prohibits Company from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service.

9. Communications

9.1 Text Messaging

Scribed AI and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may be used for two factor authentication. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier and Scribed AI is not responsible for these charges.

9.2 Push Notifications

When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device's “settings” page.

9.3 Email

We may send you emails in the course of delivering the service to notify when User Content has been processed, shared with you or for other operational purposes. We may also send emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

• use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• use the Service or any portion thereof for the direct or indirect benefit of any third parties;
• harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
• violate, or encourage others to violate, any right of a third party (including by act or omission), including by infringing or misappropriating any third party intellectual property or proprietary right;
• interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
• sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
• attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Digital Millennium Copyright Act

11.1 DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

11.2 Repeat Infringers

Scribed AI will promptly terminate the accounts of users that are determined by Scribed AI to be repeat infringers.

12. Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

13. Term, Termination and Modification of the Service

13.1 Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

13.2 Termination

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Scribed AI may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@scribed.ai.

13.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Scribed AI any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination will survive.

13.4 Modification of the Service

Scribed AI reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Scribed AI will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Scribed AI and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Scribed AI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) the nature of content of Data processed by the Service; or (e) any dispute or issue between you and any third party.

15. Disclaimers; No Warranties

16. Limitation of Liability

17. Dispute Resolution and Arbitration

17.1 Generally

In the interest of resolving disputes between you and Scribed AI in the most expedient and cost effective manner, and except as described in Section 17.2 and 17.3, you and Scribed AI agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCRIBED AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions

Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

17.3 Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Q6 Technology Holdings, Inc d/b/a Scribed AI, Attention: Legal Department - Arbitration Opt-Out, 2261 Market St Ste 22871, San Francisco, CA 94114 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”).

18. Miscellaneous

18.1 Governing Law

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Scribed AI submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms.

18.2 Contact Information

The Service is offered by Q6 Technology Holdings, Inc d/b/a Scribed AI. You may contact us by emailing us at support@scribed.ai.

19. Notice Regarding Apple

This Section 19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Scribed AI only not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service.