NOTE: Please consult the license agreement displayed in your TypeWell software program for the most up-to-date language. Click Show License under the Help menu.
Your use of the TypeWell software (“Software”) is subject to the terms of this End User License Agreement ("Software License Agreement"), which is a legal document between you, the Licensee and/or User, ("you") and Catalina Solutions, LLC, d/b/a TypeWell (“TypeWell”). It is important that you carefully read this document before using the Software and any accompanying documentation, including, without limitation printed materials, 'online' files, or electronic documentation ("Documentation").
2. Grant of License
a. Installation. TypeWell hereby grants you a limited, non-exclusive, and non-sublicensable license to install, load, store, execute, and use the Software in executable object code form for personal use on one computer at one time. You acknowledge and agree that the Software must only be used in conjunction with a valid and current license key provided by TypeWell. You agree not to use Software on any computer other than the one for which this license key applies. The Software may be transferred to a different computer up to two (2) times within a twelve (12) month period of time.
b. Features and Terms. TypeWell reserves the right at any time, without liability or prior notice, to change the features or characteristics of the Software, this Software License Agreement, or the Software documentation and related materials. Your breach of any of the terms or conditions contained within this Software License Agreement will result in the immediate termination of your license to install, load, store, execute, and use the Software.
c. Software Users. You acknowledge and agree to prevent anyone from using TypeWell's Software other than those who: 1) are directed by TypeWell to use the Software as part of the transcribing course; or 2) graduated from TypeWell's sanctioned Basic Skills Course or Refresher Course in the last two years; or 3) successfully completed TypeWell's sanctioned Basic Skills Course or Refresher Course more than two years ago and since then have used the Software continuously, with no hiatus of longer than one (1) year. Further, you acknowledge and agree to prevent a third party from using TypeWell's Software if the third party's TypeWell Service Qualification has been revoked, according to the User's Educational History Page found at http://user.typewell.com.
d. User Identification and Profiles. In order to refresh the Software license key and/or download updates for the Software, you acknowledge and agree to update your User Profile on TypeWell's Website at least once every twelve (12) months to track the use of TypeWell's Software. If you purchase a Software license to be used by a third party, you must provide TypeWell with the name(s) of each individual third-party user at the sole request of TypeWell. More than one User may use a computer for which the TypeWell's Software key applies. Every User is bound by all the terms of this Software License Agreement, including the requirement that each User has graduated from TypeWell's sanctioned Basic Skills Course or Refresher Course.
e. Use of TypeWell Everywhere program. You acknowledge and agree that you shall not use TypeWell's Everywhere program to provide real-time communication access without the prior written consent of TypeWell. TypeWell's written consent may apply when TypeWell's Transcriber program is not able to integrate with a third party's platform, and/or where the User is required to type directly into a third party software program.
f. Prohibited Actions. You acknowledge and agree that you are prohibited from copying, making derivative works of, modifying, publicly performing, publicly displaying, streaming, exploiting, broadcasting, translating, reverse engineering, decompiling, adapting, distributing, reproducing, republishing, scraping, transmitting, selling, posting, or hacking the Software, in whole or in part, without the prior written consent of TypeWell. Notwithstanding the foregoing, decompiling the Software is allowed where the law provides you with a non- waivable right to enable interoperability with other software products.
g. Backups. You are permitted to make a single copy of the Software in machine-readable and compiled form for backup purposes only. To be eligible, any backup copy of the Software must be stored on physical media and must be marked as "backup."
h. Audio Libraries. You acknowledge and agree that the Software License Agreement applies to the Copyright 2005 Xiph.Org Foundation audio libraries in TypeWell Training.
This Xiph.org software is provided by the copyright holders and contributors "as is" and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall the foundation or contributors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.
3. License Restrictions
a. You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of TypeWell. Accordingly, you agree not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sublicense, lease, rent, sell, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, frame, emulate, clone, circumvent, or otherwise attempt to derive the source code of the Software; or (v) otherwise use the Software except as expressly allowed in this Software License Agreement.
b. You acknowledge and agree that the Software, including but not limited to its source code, and the Documentation are owned or licensed property of TypeWell and are @ 2014 Catalina Solutions, LLC, d/b/a TypeWell. You acknowledge and agree that all trademarks, trade names, service marks, design marks, and logo marks contained within the Software are the owned or licensed property of TypeWell. You are hereby prohibited from using the trademarks, trade names, service marks, design marks, and logo marks of TypeWell, or any colorable imitation thereof that is likely to cause confusion, without the prior written consent of TypeWell.
c. You shall comply with all applicable export and import control laws and regulations in its use of the Software and, in particular, you shall not export or re-export the Software without all required United States and foreign government licenses. You understand that access and use of the Software from outside the United States may constitute export of technology and technical data that may implicate export regulations and/or require export license.
d. TypeWell retains exclusive ownership of all worldwide copyrights, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Software and documentation, including any derivative works, modification, updates, or enhancements. All rights in and to the Software not expressly granted to you in this Software License Agreement are reserved by TypeWell. Unless otherwise stated in this Software License Agreement, nothing in this Software License Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of TypeWell existing or future intellectual property rights.
e. You shall not use the Software in any way that violates any local, state, federal or law of other nations, including but not limited to using the services in any manner that may violate third party rights. TypeWell does not monitor or edit any transmissions, postings, routings or other materials which you may send, post, route, transmit or otherwise move through or with the Software.
f. TypeWell reserves the right to discontinue supporting previous versions of the Software. Users with previous versions of the Software shall either: (i) upgrade to V7 of the Software, (ii) upgrade to a paid support contract with TypeWell for an older version of the software, or (iii) replace the older version with a free V7 Software trial version. If you install upgrades to TypeWell's Software, you acknowledge and agree to discontinue using previous versions of TypeWell's Software.
g. You understand that installing the Software onto a third party's computer without that third party's consent may constitute a violation of civil or criminal law, including but not limited to a violation of the Computer Fraud and Abuse Act codified at 18 U.S.C. § 1030 or the Stored Communications Act codified at 18 U.S.C. § 2701 et seq. You acknowledge and agree that TypeWell will not be held liable for your violation of any civil or criminal law through your use of the Software, and you are advised to obtain the express written consent of all third parties before installing the Software on a third party computer. You agree to hold harmless and indemnify TypeWell for any and all claims, demands, causes of action, debts, liabilities, damages, costs, or expenses, including costs and reasonable attorneys' fees, arising out of or in relation to your installation or use of the Software on a third-party's computer without their written consent or authorization. Your license to install, load, store, execute, or use the Software is expressly made conditional upon your compliance with this section.
4. Warranty Disclaimer
THE SOFTWARE IS PROVIDED AS IS WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FUNCTIONALITY. YOU RECOGNIZE THAT THE AS-IS CLAUSE OF THIS SOFTWARE LICENSE AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS SOFTWARE LICENSE AGREEMENT, WITHOUT WHICH TYPEWELL WOULD NOT HAVE AGREED TO ENTER THIS SOFTWARE LICENSE AGREEMENT. TYPEWELL AND THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SOFTWARE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF THIRD PARTIES WHATSOEVER. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. ANY ATTEMPT BY TYPEWELL TO MODIFY THE SOFTWARE WILL NOT BE DEEMED TO BE A WAIVER OF THIS DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY.
5. Limitation of Liability
TYPEWELL SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF TYPEWELL HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. TYPEWELL DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR IN, OMISSION OF, INTERRUPTION OF, DELETION OF, DEFECT IN, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY DATA. YOU BEAR THE SOLE RESPONSIBILITY TO PROTECT AND BACKUP YOUR DATA, NETWORK, HARDWARE SYSTEMS, SERVERS, SOFTWARE, COMPUTERS, OPERATING SYSTEMS, AND SECURITY SYSTEMS. UNDER NO CIRCUMSTANCES SHALL TYPEWELL AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU UNDER THIS SOFTWARE LICENSE AGREEMENT. YOU ACKNOWLEDGE THAT THE FEES PAID BY YOU REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT AND THAT TYPEWELL WOULD NOT ENTER INTO THIS SOFTWARE LICENSE AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
You shall defend, indemnify and hold harmless TypeWell, its officers, directors, contractors, agents, and employees, from any and all claims or causes of action arising out of use of or related to the Software, and pay any and all damages and expenses (including but not limited to attorneys' fees incurred by TypeWell and/or third parties) in connection therewith. TypeWell reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the TypeWell in asserting any available defenses. You agree that your obligation to defend, indemnify, and hold harmless TypeWell will survive the termination or failure of this Software License Agreement and your use of the Software.
This Software License Agreement is effective unless terminated by TypeWell at any time for any breach of this Software License Agreement. You may terminate this Software License Agreement at any time by destroying all copies of the Software in your possession and deleting the Software from your computer system and other storage media or by returning all such copies to TypeWell. This Software License Agreement and your right to use this Software automatically terminates if you breach this Software License Agreement.
If TypeWell discovers any misuse or breach of this Software License Agreement, TypeWell may revoke the license from any User. Further, TypeWell may revoke a User's Service Qualification to use TypeWell's transcription Software when the User has committed direct or indirect breach of this Software License Agreement.
8. Rights on Termination
TypeWell has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of Software or Documentation. Sections 3, 4, 5, 6, 7, 8, 9, and 10 will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.
9. Legal Compliance
TypeWell may suspend or terminate use of Software and this Software License Agreement immediately upon receipt of any notice which alleges that you have used the Software for any purpose that violates any local, state, or federal law or the law of other nations, including but not limited to using the services in any manner that may violate third party rights. In such event, TypeWell may disclose your identity and contact information if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and TypeWell shall not be liable for damages or results connected therewith. You expressly agree not to bring any action or claim against this TypeWell for such disclosure.
10. Miscellaneous Terms and Conditions
a. You acknowledge that TypeWell will periodically transmit information to register the Software with its license server via electronic transfer through the HTTP and HTTPS protocols. This information transfer is done to register the Software and to collect system specific information for license validation purposes. TypeWell acknowledges that the information collected is confidential and will not be distributed to any third party.
b. You acknowledge TypeWell will not issue refunds once a license key is issued.
c. You are expressly prohibited from assigning your rights or obligations under this Software License Agreement without TypeWell's prior written consent. TypeWell may assign its rights under this Software License Agreement at any time, including but not limited to in a sale of TypeWell or the Software.
d. This Software License Agreement constitutes the entire agreement between the parties relating to the subject matter of this Software License Agreement and hereby supersedes all prior agreements, statements, or representations. This Software License Agreement will only be modified by a writing signed by both parties.
e. This Software License Agreement will be governed by and interpreted in accordance with the laws of the State of Arizona and the federal law of the United States of America, without regard to the conflicts of laws rules thereof. YOU AND TYPEWELL AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS SOFTWARE LICENSE AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS SOFTWARE LICENSE AGREEMENT. THIS ARBITRATION WILL BE HELD IN ARIZONA AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF ARIZONA AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS' FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND TYPEWELL AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF ARIZONA THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. YOU AND TYPEWELL AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF ARIZONA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT. YOU AND TYPEWELL HEREBY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
f. No waiver of rights under this Software License Agreement by either party will be recognized unless made in writing and signed by the party to be charged.
g. A finding that any term or provision of this Software License Agreement is invalid or unenforceable will not affect the validity or enforceability of this Software License Agreement. Any term or provision of this Software License Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.