Copytalk iPhone Software End User License Agreement

This End User License Agreement (this “Agreement”) is a binding agreement between Copytalk, LLC (“Copytalk”) and the owner of the Copytalk Service account to which the Software is associated (“Licensee,” “You,” or “Your”).

COPYTALK PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY DOWNLOADING OR USING THE SOFTWARE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A LEGAL ENTITY OR A GOVERNMENTAL ORGANIZATION, LICENSEE HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, COPYTALK WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DELETE IT FROM ALL OF YOUR DEVICES AND YOU ARE NOT AUTHORIZED TO USE IT.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings. Other terms are defined throughout this Agreement. Any term not defined herein shall have the meaning ascribed to it in the Terms of Service.

“Person” means an individual human being.

“Service” is the dictation/transcription service provided by Copytalk as it may be modified, changed, altered or revised from time to time.

“Software” means the software program, including Updates, for which You are obtaining a license without charge, for use solely with the Service.

“Terms of Service” means the Copytalk Terms of Service Agreement that governs Licensor’s use of the Service as may be modified or changed from time-to-time. The Terms of Service can be found here: http://www.copytalk.com/terms.po. The Terms of Service are incorporated into this Agreement.

“Third Party” means any Person other than You or Copytalk.

2. License Grant and Scope. Subject to and conditioned upon Your strict compliance with all terms and conditions set forth in this Agreement, Copytalk hereby grants to You a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Software in connect with Your use of the Service. This license grants You the right to:

(a) Download, and install one (1) copy of the Software on one (1) mobile electronic device owned and controlled by You.

(b) Use the Software solely for Your use of the Service.

3. Use Restrictions. You agree that You will not, and shall not permit others at Your direction or with Your knowledge to, directly or indirectly:

(a) use the Software beyond the scope of the license granted under Section 2;

(b) provide any other Person with access to or use of the Software to use the Service in violation of the Terms of Service;

(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, to the Software or any part thereof;

(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

(f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software ;

(g) copy the Software in whole or in part;

(h) distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software, to any Third Party for any reason;

(i) use the Software or the Service in violation of any federal, state or local law, regulation or rule; or

(j) use the Software for purposes of competitive analysis of the Software or the Service, the development of a competing product to the Service or any other purpose that is to Copytalk’s commercial disadvantage.

4. Responsibility for Use of Software. You are responsible and liable for all uses of the Software and any use of the Service through the use of the Software, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible for all actions with respect to the Software or the Service by any Third Party, including charges incurred for use of the Service, whether such access or use is permitted by or in violation of this Agreement. You are also responsible for using common sense when using the Service or the Software. You should not use the Service or the Software while driving or anytime the use of the Service or the Software would distract You from another task that could result in harm to You, a Third Party or property.

5. Maintenance and Support.

(a) Subject to Section 5(c) below, so long as You maintain an account in good standing with Copytalk for the Services, Copytalk with provide you with maintenance and support services at no charge during the Term. For support, contact Copytalk via email at support@copytalk.com or call the support line toll-free at 1-866-267-9825.

(b) Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as Copytalk makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Copytalk may develop and provide Updates in its sole discretion, and You agree that Copytalk has no obligation to develop any Updates at all or for particular issues. You further agree that all Updates will be deemed Software, and subject to all terms and conditions of this Agreement. You acknowledge that Copytalk may provide some or all Updates via automatic updates through Apple App Store™ or download from a website designated by Copytalk and that Your ability to access such Update may require an internet connection or wireless service, which connection/service is Your sole responsibility. Copytalk has no obligation to provide Updates via any other method. Maintenance and support services, if any, do not include any new version or new release of the Software Copytalk may issue as a separate or new product, and Copytalk may determine whether any issuance qualifies as a new version, new release or Update in its sole and absolute discretion.

(c) Copytalk reserves the right to cease providing maintenance or support of the Software at any time, with or without notice to You.

6. Collection and Use of Information.

(a) You acknowledge that Copytalk may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about the device on which the Software is installed and used.

(b) You agree that Copytalk may use such information for any purpose related to any use of the Software or Service by You or on Your equipment, including, without limitation, improving the performance of the Software or developing Updates.

(c) All information collected by Copytalk shall comply with Copytalk’s Privacy Policy which can be found here: http://www.copytalk.com/privacy.po.

7. Intellectual Property Rights. You acknowledge and agree that the Software is provided under license, and is not sold to You. You do not acquire any ownership interest in the Software under this Agreement or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Copytalk and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to You in this Agreement.

8. Term and Termination.

(a) This Agreement and the license granted hereunder shall remain in effect for the period commencing on the date the Software is first downloaded by You through the date that is the earlier of cancellation, expiration or termination of the Service or the deletion of the Software by You (the “Term”). Copytalk may also terminate this Agreement, effective upon notice to You, if You breach this Agreement.

(b) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate. Upon such termination You agree to immediately cease using and agree to immediately delete all copies of the Software from Your devices.

9. Warranty Disclaimer. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COPYTALK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE , INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COPYTALK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY DEVICE OR OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) IN NO EVENT WILL COPYTALK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, CHARGES OF A THIRD PARTY FOR AIRTIME OR OTHER USE OF THE SOFTWARE OR ACCESS TO THE SERVICES OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COPYTALK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL COPYTALK’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED $100.00.

(c) THE LIMITATIONS SET FORTH IN SECTION 10(a) AND SECTION 10(b) SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

11. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You agree that You will not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You agree that You will comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.

12. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. �2.101. Accordingly, if Licensee is the US Government or any contractor therefore, You shall receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. �227.7201 through 48 C.F.R. �227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. �12.212, with respect to all other US Government licensees and their contractors.

13. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the state of Florida without giving effect to any choice or conflict of law provision or rule (whether of the state of Florida or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the state of Florida. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case having jurisdiction over Sarasota County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

(b) Copytalk shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Your equipment, loss and destruction of property or any other circumstances or causes beyond Copytalk’s reasonable control.

(c) All notices, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if transmitted during normal business hours of the recipient, and on the next business day if transmitted after normal business hours of the recipient; (d) on the date sent by email (with confirmation of sending) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (e) on the day of delivery if sent by certified or registered mail, return receipt requested, postage prepaid. All communications, if sent to Copytalk, must be sent to the physical address listed for Copytalk on Copytalk’s current webpage, emailed to support@copytalk.com or sent via facsimile to 1-941-894-0008; if sent to You, at the physical address/email address/facsimile number Copytalk has on record for You in connection with the Service (or to such other address as may be designated by a party from time to time in accordance with this Section 13(c)).

(d) This Agreement, together with all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between You and Copytalk with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(e) You may not assign or otherwise transfer any of the rights, or delegate or otherwise transfer any of the obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Copytalk’s prior written consent, which consent Copytalk may give or withhold in its sole discretion. No delegation or other transfer will relieve You of any of Your obligations for complete performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 13(e) is void. Copytalk may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Your consent at any time. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, successors and assigns.

(f) This Agreement is for the sole benefit of the Parties and their respective heirs, successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(g) This Agreement may be modified by Copytalk at any time. All such modifications shall becoming binding on You when such modification or a revised Agreement is posted to Copytalk’s website, http://www.copytalk.com/ios_terms.po.

(h) No waiver by Copytalk of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by an authorized officer of Copytalk. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, by Copytalk of any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof by Copytalk; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder by Copytalk preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege by Copytalk.

(i) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(j) For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Registration page referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if it were set forth verbatim herein.

(k) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

(l) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ALL RIGHTS CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF COPYTALK’S SOFTWARE.

(m) In the event of a conflict between the terms of this Agreement and the Terms of Service concerning the license or use of the Software, this Agreement shall control in all instances. In the event of a conflict between the terms of this Agreement and the Terms of Service concerning the use of the Service, the Terms of Service shall control in all instances.

(n) Sections 6, 7, 9, 10, 11 and 13 shall survive the expiration or termination of this Agreement.