Last Updated: [May 22nd, 2023]
These Speechlab Terms of Service (these “Terms”) govern your use of and access to the websites and services provided to you by Speechlab, Inc. (“us”, “we”, or “our”), which include the Speechlab, Inc. website (the “Site”), and all related tools and services (collectively, the “Speechlab Service”). BY ACCEPTING THESE TERMS OR USING THE SPEECHLAB SERVICE YOU AGREE THAT YOU ARE ENTERING INTO AN AGREEMENT WITH US AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SPEECHLAB SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AN EMPLOYEE OR AGENT OF SUCH ORGANIZATION AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION.
IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SPEECHLAB ON AN INDIVIDUAL BASIS (WAIVING CUSTOMER’S RIGHT TO A CLASS ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS DECISION. THESE TERMS AND CONDITIONS ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT CUSTOMER’S LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.
We may make changes to these Terms from time to time. The “Last Updated” date indicates when these Terms were last changed. If we make future changes, we will provide you with notice of such changes, for instance by sending an email, providing a notice through the Speechlab Service or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Speechlab Service.
The Service enables Automated Speech Translation for recorded audio and video. The Service lets you (a) upload audio or video to generate a transcript or caption file, (b) translate the resultant transcripts to generate a subtitle in a new target language (c) generate audio dubs in the new target language, (d) generate video with the associated dubs (e) export captions, subtitles and associated dubs in a number of file formats for use in production.
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.
You must create an account before using the Speechlab Service. You must provide complete and accurate information as requested in the registration process, and must maintain and update all information provided as required to keep it current, complete and accurate. Any failure to do so may, among other things, result in deletion of your account and a refusal to allow you to resume any use of the Speechlab Service. Account credentials may not be shared or transferred except with others who have agreed to abide by these Terms and who are only authorized to use the Speechlab Service for the purpose of performing a job function for you (each, an “Authorized User”). You agree to maintain (and will ensure that your Authorized Users maintain) the security and confidentiality of user names and passwords. You are responsible for any and all activities that occur under your account, and you agree to immediately notify us of any unauthorized use of your account or any other breach of security related to your account or the Speechlab Service.
5.1. License Grant. Subject to these Terms, we hereby grant to you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Speechlab Service for your own personal, noncommercial use.
5.2. Restrictions and Limitations. Such license does not include the right to: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make the Speechlab Service, or any portion thereof, available to any third party, except as expressly permitted herein and subject to the terms set forth in these Terms; (b) reverse engineer, disassemble, or decompile the Service or otherwise attempt to discover the source code for, or any trade secrets related to the Speechlab Service; (c) remove any copyright, trademark or other proprietary notices from the Speechlab service, or any component thereof; (d) modify, alter or create any derivative works of the Speechlab Service or any component thereof; (e) reproduce or distribute the Speechlab Service or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; or (f) use the Speechlab Service, or any component thereof, for any purposes other than as expressly permitted herein. All rights not expressly granted in these Terms are reserved by us.
Ownership of the Speechlab Service, and all content and materials contained therein other than any User Content (as defined below), are owned solely by us or our licensees and are protected by U.S. and international copyright laws. No title to or ownership of the Site, the Speechlab Service or any proprietary rights associated with them is transferred to you by these Terms. Speechlab and our logos, our product or service names, our slogans and the look and feel of the Speechlab Service are our intellectual property and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Speechlab Service are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Speechlab 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
8.1. User Content Rules. Users of the Speechlab Service (each a “User”) may provide, store and share audio files, video files, text and other items (collectively, the “User Content”) including for use in connection with projects User creates using the Speechlab Service (collectively the “Projects”). You are solely responsible for your User Content, and we are neither responsible nor liable for any User Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. You may post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You will not create, upload, transmit, publish or otherwise use, on or in connection with the Speechlab Service, any User Content that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying the Speechlab Service; (g) attempts to generate the voice of a non-consenting speaker using our Dub technology; (h) impersonates, or misrepresents your affiliation with, any person or entity; (i) contains any unsolicited promotions, political campaigning, advertising or solicitations; (j) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Speechlab Service; or (k) that would otherwise expose us or any third party to liability, special regulations, or harm of any kind. We reserve the right to delete or block access to any User Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such User Content may be in violation of these Terms or may otherwise violate the rights of, or cause any harm or liability of any kind to, us or any third party. In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that the Speechlab Service will not contain any content that is prohibited by such rules.
8.2 License to User Content. We claim no ownership rights in your User Content. You hereby grant to us a perpetual, irrevocable, nonexclusive, royalty-free, sublicensable, fully paid, worldwide license to create derivative works from, access, reproduce, distribute, process, publish, display, perform, adapt, modify, analyze, and otherwise use the User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or a third party to provide, maintain, and improve the Speechlab Service; provided that our use of any Projects you create is subject to the usage limitations and confidentiality obligations set forth in Section 9 below.
8.3 User Conduct Rules. In using the Speechlab Service, you must at all times comply with all applicable laws, rules and regulations. All rights not expressly granted in these Terms are reserved by us. You are solely responsible for your conduct while using the Speechlab Service. User is solely responsible for User’s conduct and agrees not to do any of the following in connection with the Speechlab Service: (a) use the Speechlab Service other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying and using the Speechlab Service or that could damage, disable, disrupt, overburden or impair the functioning of the Speechlab Service in any manner; (b) use or attempt to use another user’s account without authorization from that user and us; impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (c) stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; (d) send distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (e) harvest or otherwise collect or disclose information about other users without their consent; (f) use the Speechlab Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms; (g) circumvent or attempt to circumvent any filtering, security measures or other features we may from time to time adopt to protect us, the Speechlab Service, its users or third parties; (h) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Speechlab website or Service; (i) develop or use any applications that interact with the Speechlab Service without our prior written consent; (j) bypass or ignore instructions contained in our robots.txt file; (k) distribute or enable any malware, spyware, adware or other malicious code; and (l) reverse engineer, disassemble, or decompile any aspect of Speechlab Service or otherwise attempt to discover the source code for, or any trade secrets related to, the Speechlab Service. You acknowledge and agree that we are not liable in any manner for the conduct of other users of the Speechlab Service.
9.1 Use of Project Information. When you create a Project, we may access and use such Project for the following purposes (the “Permitted Purposes), subject to the confidentiality obligations set forth in Section 9.2 below: (a) We may use your Project for the purpose of providing the Speechlab Service. We automatically process your Projects, but it does not involve human access to your Projects unless: (i) you ask or otherwise give permission for us to do so (e.g., for the purpose of providing customer support); or (iii) we are required to do so by law. (b) If we access your Project in accordance with 9.1(a), we may also use your Projects to analyze and improve the quality of our service and our technology.
9.2 Confidentiality. We treat your Projects and the User Content contained therein (including audio and video files and associated transcripts and translated text) as your "Confidential Information" in accordance with the terms of this Section 9.2. We will not, without your consent, use the Confidential Information other than for the Permitted Purposes or disclose the Confidential Information to any third party other than to our officers, directors, employees, agents, assigns, consultants, contractors, service providers, representatives or affiliated entities who need to access such Confidential Information in connection with the Permitted Purpose and who are bound by confidentiality obligations to protect the confidentiality of such information or as required by law.
We will use at least reasonable care to protect the confidentiality of the Confidential Information. In the event that we are required by law to disclose any of your Confidential Information, by subpoena, judicial or administrative order or otherwise, we will (to the extent legally permissible) use commercially reasonable efforts to give you notice of such requirement and permit you to intervene in any relevant proceedings to protect your interests in your Confidential Information. Confidential Information will not include, and the obligations herein will not apply to, any information or content:
(a) that is known to us, prior to receipt from you, or is obtained from a source other than one having an obligation of confidentiality to you;
(b) that has become known (independent of disclosure by you) to us directly or indirectly from a source other than one having an obligation of confidentiality to you; or
(c) that has become publicly known or otherwise ceases to be secret or confidential, except through a breach of this Section by us, including if you designate a Project as “public” or post such information or content in a public area of the Site.
9.3 Use of Dubbing Feature. Dubbing is a feature of the Speechlab Service that allows you to create synthesized voice recordings that sound like the original speaker speaking in the target language. A synthesized voice is an AI model trained on voice recordings of the original speaker and other speakers.
We automatically generate new synthesized voices that seek to mimic the original source speaker by using audio in the original source audio and video as training audio (“Training Audio”). By submitting Training Audio to us, represent and warrant that you have obtained the consent of all speakers in the original source content to our use and storage of the audio recordings and voices you submit as follows:
(a) to use voices from the source video and audio, to synthesize and otherwise use such voices as described herein, and to otherwise operate the Speechlab Service;
(b) as part of our research datasets to analyze, maintain, and improve our voice technology, and other technology, and for other research and development and data analysis purpose, provided that if we add your Training Audio to our research datasets, we first de-identify the data so it is no longer associated with your account;
(c) our employees and contractors may listen to audio samples of your Training Audio and your synthesized audio in order to test the quality of the synthesized voice and monitor for potential misuse; and
(d) our employees and contractors may use synthesized voices to create a series of non-defamatory utterances, solely for internal quality assurance purposes.
You represent and warrant that:
(a) the User Content is original to you and does not and will not infringe upon or violate the intellectual property, privacy or other rights of any third party or these Terms, and
(b) you will comply with all applicable laws, rules or regulations in connection with your use of the Speechlab Service.
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:
Attn: Legal Department (Copyright Notification)
415 Ellsworth Street, San Francisco, CA 94110
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) 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
(f) 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. Speechlab will promptly terminate the accounts of users that are determined by Speechlab to be repeat infringers.
12.1 Overview. Our primary goal at Speechlab is to ensure that our customers are 100% satisfied with our automated dubbing services. We acknowledge that there may be certain situations where you might feel the need to request a refund, and for such cases, we have designed this comprehensive policy to guide you through the process. This policy does not override or impact any statutory rights you may have under applicable consumer law.
12.2 Refund Eligibility. You may be eligible for a refund if:
(a) There is a technical error on our part that prevents you from using our services properly, and we are unable to rectify this error within 72 hours of your reporting it to our customer service team.
(b) The quality of the dubbing service you received is significantly different from what was promised or not up to standard, and you have notified us within 24 hours of receiving the service.
Please note, we are unable to provide refunds for dissatisfaction with the service due to personal taste or expectations beyond the quality standards we have communicated.
12.3 Non-refundable Situations. We cannot offer a refund under the following instances:
(a) If the service has been delivered correctly and meets the quality standards we have communicated.
(b) For small technical errors that do not significantly impact the overall quality and usage of the service.
(c) For change of mind or if you no longer need the service after it has been processed.
12.4 Refund Request. To request a refund, please get in touch with our customer service team via our Contact Us page. Please include the following details in your request:
(a) Your name and contact information.
(b) The details of the service you purchased (including the time and date of purchase).
(c) The reason for your refund request.
(d) Any relevant supporting documents or evidence.
12.5 Refund Process. Once we receive your request, we will review it within 3-5 business days. If your refund is approved, it will be processed, and a credit will automatically be applied to your original method of payment. This could take up to 10 business days depending on your payment provider.
12.6 Contact Us. If you have any questions about our refund policy, please contact us at email@example.com.
We may include or provide access to third party data, information and content, including from other users of the Speechlab Service (collectively the “Third Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third Party Content and make no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness or non-infringement. You acknowledge and agree that we are not responsible or liable in any manner for any Third Party Content, or for any use thereof in connection with the Speechlab Service. We undertake no responsibility to update or review any Third Party Content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless us and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Speechlab Service; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Speechlab Service; (f) the use of any Training Audio you submit; or (g) any breach or alleged breach of any of the representations or warranties set forth in these Terms. You agree to promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at our sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us or the other Company Parties.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE SPEECLAB SERVICE AND ALL ITEMS, CONTENT, AND SERVICES PROVIDED OR MADE AVAILABLE IN CONNECTION THEREWITH ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS OF THE SPEECHLAB SERVICE. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WITHOUT LIMITING THE FOREGOING, SPEECHLAB DOES NOT REPRESENT OR WARRANT THAT (A) THE SPEECHLAB SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (B) ANY TRANSCRIPTION, DATA, ANALYSIS OR REPORTS WILL BE ACCURATE OR RELIABLE; (C) MINOR ERRORS OR DEFECTS WILL BE CORRECTED; (D) THAT THE SPEECHLAB SERVICE WILL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (E) THE SPEECHLAB SERVICE OR THE SERVERS THAT MAKE THE SPEECHLAB SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SPEECHLAB SERVICE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE OPERATION, USE OF, OR INABILITY TO USE THE SPEECHLAB SERVICE, EVEN IF WE HAVE BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, SPEECHLAB OR ANY OF OUR ACTIONS IN CONNECTION THEREWITH, OR YOUR USE OF OR INABILITY TO USE THE SPEECHLAB SERVICE, EXCEED THE GREATER OF $100.00 OR THE COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SPEECHLAB SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF US OR THE OTHER COMPANY PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU
To the fullest extent permitted by applicable law, you release us and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your account and your license to use the Speechlab Service, and to block or prevent future your access to and use of the Speechlab Service at any time with or without cause. Upon any termination of your right to access or use the Speechlab Service, you will cease all use of the Speechlab Service , and we will delete all of the User Content that may be stored in connection with the Speechlab Service. You are solely responsible for making backup copies of any User Content.
In order for us to provide the Speechlab Service, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
PLEASE READ THIS SECTION CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH BELOW：
All claims and disputes in connection with these Terms or the use of the Speechlab Service that cannot be resolved informally or in small claims court or disputes in which you or we seek equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents, you and we waive our rights to a jury trial and to have any other dispute arising out of or related to these Terms or the Speechlab Service, including claims related to privacy and data security (collectively “Disputes”) resolved in court. Instead, for any Dispute that you have against us, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at firstname.lastname@example.org or by certified mail addressed to Legal, 415 Ellsworth Street, San Francisco, CA 94110. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and us cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court.
Arbitration Rules. You and we agree that these Terms affect interstate commerce and that the enforceability of this Section 20 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties will select an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms or as limited by the FAA (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. Arbitration proceedings will be held in San Francisco, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and we will not have the right to assert the claim.
Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration will be conducted by telephone, online, and/or based solely on written submissions; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Fees. You and we agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and we will pay the remaining AAA fees and costs. For any arbitration initiated by us, we will pay all AAA fees and costs.
Waiver of Jury Trial. YOU AND US HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration under this Section. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND US WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither party is entitled to arbitration and instead all claims and disputes will be resolved in a court located in San Francisco County, California.
Confidentiality. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information necessary to enforce this Section, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any or all of the rights and limitations set forth in this Section may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Section.
Courts. In any circumstances where the foregoing Section permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Francisco, California, for such purpose.
Survival. This Section will survive the termination of your relationship with us. If any portion of this Section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.
Opt-Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 20 by writing to us at Attn: Legal, 415 Ellsworth Street, San Francisco, CA 94110 Telephone Number:(415) XXX-XXXX E-Mail Address: email@example.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 22.
You agree that communications and transactions between us may be conducted electronically. By creating a Speechlab Service account, you also consent to receive electronic communications from us (e.g., via email or by posting notices on our Site). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
These Terms will be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. The parties expressly consent to the venue and jurisdiction of the Federal or state courts located in San Francisco County, California, with respect to any actions that may arise out of, or relate to, these Terms or the Speechlab Service.
These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Notwithstanding any other provisions of these Terms, Sections 4, 5, 6, 7, 8, 11, 14, 15, 16, 17, 20, 21, 22, and 23 survive any expiration or termination of these terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” If any provision of these Terms are invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of us, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer or assign these Terms or its rights and duties under these Terms without your consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
We may modify or stop providing any and all features of the Speechlab Service at any time. You also have the right to stop using the Speechlab Service at any time. We are not responsible for any loss or harm related to your inability to access or use the Speechlab Service.