RESCRIPT, INC.
TERMS OF USE
Last Updated March 20, 2024
These Terms of Use (the “Terms of Use”) are a legally binding contract between Purchaser (as defined in your Purchase Order) (hereafter "You") and Rescript, Inc. (hereafter "Rescript"). These Terms of Service together with the Purchase Order entered into by You and Rescript (the “Purchase Order”) set forth the terms and conditions governing Your use of Rescript software and services.
BY SIGNING THE PURCHASE ORDER, YOU ARE AGREEING TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE ANY RESCRIPT SOFTWARE, SERVICES OR OUTPUT.
1. ACCESS AND RESTRICTIONS
1.1 Subject to Your continuing compliance with the terms herein, Rescript grants You a limited non-exclusive non-sublicensable non-transferrable right during the Term (as defined in Section 12.1 below) to access and use Rescript’s internet-accessible service identified in the Purchase Order that provides use of Rescript’s Software that is made available to You over a network on a term-use software as a service basis (the “SaaS Services”) solely for Your internal business operations subject to the terms of these Terms of Use and the Purchase Order.
1.2 Your rights to use SaaS Services and Software are limited to those expressly granted in these Terms of Use. Rescript reserves all other rights. You acknowledge that these Terms of Use form a services agreement, Rescript will not be delivering copies of the Software to which You are provided access as part of the SaaS Services, and no ownership of the SaaS Services and the Software shall transfer to You hereunder. All copyrights, trademarks, and other intellectual property rights in or to the SaaS Services and Software, including trade secrets embodied in the Software’s design and code, are owned by and remain solely and exclusively the property of Rescript and its suppliers. The Software is protected by United States and international copyright laws and treaty provisions. Its structure, coding, design and organization constitute valuable trade secrets and confidential information of Rescript.
1.3 The SaaS Services and Services (as defined below) may be used only by the number of concurrent users (client seats) for whom the Subscription was acquired as set forth in the Purchase Order (“Your Users”). If more users are required, You must pay additional fees for use by these new users. As used in these Terms of Use, the SaaS Services are "used" when they are accessed by a user. You are responsible for maintaining the security of Your account, passwords (including but not limited to administrative and user passwords) and files and for use of Your account by You and Your Users who access Your account via or as a result of You, with or without Your knowledge or consent (unless such unauthorized access was caused by Rescript), and if You become aware of any violation, You will immediately terminate the offending party’s access to the SaaS Services and notify Rescript. You shall be responsible to Rescript for Your Users’ activity and any breach of these Terms of Use.
1.4 You may not and may not permit anyone to:
1.5 You acknowledge that to use the Software You need at least one of the following browser standards: Chrome version 100.x+, Microsoft Edge 100.x+, Safari 15.x+.
1.6 To the extent You have purchased support services (the “Support Services”) under the Purchase Order, Rescript will provide the Support Services in accordance with the terms of these Terms of Use, including Schedule A hereto, for the term set forth in the Purchase Order for such services, unless such term is terminate sooner in accordance with the terms of these Terms of Use. Any services provided by Rescript under this Section 2.1 shall be referred to herein as the “Services.” You acknowledge and agree that Rescript may change, discontinue, or deprecate any of the SaaS Services or Services or change or remove features or functionality of the SaaS Services or Services from time to time provided that in the event of a material change, You will be eligible for a pro rata refund of any amount pre-paid for the SaaS Services and/or the Services as applicable.
1.7. Chatbot Usage Restrictions and Limitations. To the extent that Rescript offers chatbot functionality, chat sessions are unlimited, but a service limit of 40 messages per client seat every 24 hours across all bots will be enforced.
2. INPUTS, OUTPUTS, AND AI SERVICES
2.1 The SaaS Services allow you to retrieve certain publicly available recordings of U.S. Congressional Hearings and Meetings dating back to January 1, 2023 (the “Hearing Content”). The Hearing Content is in the public domain and is used by Rescript for analysis purposes and to generate summaries of the Hearing Content (the “Hearing Summaries”). The SaaS Services allow you to submit, post, display, provide, or otherwise make available certain other content and information (such as Your style guidelines) to the SaaS Services (collectively “Your Inputs,” together with the Hearing Content and Hearing Summaries, the “Inputs”) and to generate hearing reports based on such Inputs (collectively, the “Outputs” or the “Hearing Reports”). Your Inputs together with the Outputs (other than the Hearing Content, which remains in the public domain) are collectively referred to herein as “Your Content.”
With respect to Your Inputs, You grant Rescript a limited license to use, copy, store, configure, perform, transmit, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display Your Inputs to provide the SaaS Services and You represent and warrant that: (a) You have obtained and are solely responsible for obtaining all consents as may be required by applicable law in connection with Your provision of Your Inputs to Rescript; (b) Your Inputs and Rescript’s use thereof as contemplated by these Terms of Use will not violate any applicable law or infringe any rights of any third party, including without limitation any intellectual property rights or other proprietary rights or privacy rights; and (c) You are solely responsible for the procurement, accuracy, quality, and content of Your Inputs.
With respect to Your Content, You grant, and you represent and warrant that You have all rights necessary to grant, to Rescript an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, configure, perform, transmit, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display Your Content, solely for Rescript’s internal business purposes: (a) to provide the SaaS Services and the Services; (b) to train and improve the SaaS Services; (c) for data analysis, customer research, improving our products and developing new products or features and identifying usage trends; and (d) to perform such other actions as are reasonably required or as authorized by you in connection with your use of the SaaS Services and the Services.
Rescript is not obligated to review or edit Your Inputs, Your Content, the Hearing Content or the Outputs. However, we have the right to do so for the purpose of operating the SaaS Services and the Services, to ensure compliance with these Terms of Use, and to comply with applicable law or other legal or contractual requirements. We reserve the right, but are not obligated, to remove or disable access to Your Content and/or Hearing Content at any time and without notice, including without limitation if Rescript, in its sole discretion, consider it objectionable or in violation of these Terms of Use.
YOU WILL BE SOLELY RESPONSIBLE FOR YOUR CONTENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY INPUTS OR OUTPUTS, PROVIDED THAT WE HAVE THE RIGHT, BUT NOT AN OBLIGATION, TO REMOVE ANY INPUTS AND ANY OUTPUTS FROM THE SAAS SERVICES IN OUR SOLE AND ABSOLUTE DISCRETION. WITHOUT LIMITING ANY OTHER PROVISION HEREIN, WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR YOUR CONTENT, THE HEARING CONTENT, OR THE HEARING SUMMARIES. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF MAKING YOUR INPUTS AVAILABLE TO RESCRIPT AND THE CONSEQUENCES OF MAKING ANY OUTPUT, INCLUDING THE HEARING REPORTS, AVAILABLE TO THIRD PARTIES, AND RESCRIPT SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO YOUR CONTENT, THE HEARING REPORTS OR THE HEARING SUMMARIES. WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT AND, AS BETWEEN YOU AND US, IT IS YOURS.
In accordance with the requirements of certain AI Services used by Rescript to create the Output, you covenant and agree to include the following (or materially similar) explanation in the Hearing Reports or any publication derived from the Hearing Reports:
[Your organization] wrote this text with the assistance of Rescript, which is powered in part by GPT-4, OpenAI’s most capable language model. [Your organization] reviewed, edited, and revised the language and takes ultimate responsibility for the content of this memo.
YOU UNDERSTAND AND AGREE THAT OUTPUTS MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT RESCRIPT SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY INCURS OR ALLEGES TO HAVE INCURRED AS A RESULT OF OR RELATING TO THE HEARING SUMMARIES OR ANY OUTPUTS OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SAAS SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL USE OF THE OUTPUTS AND EVALUATING THE OUTPUT FOR ACCURACY AND APPRPRIATENESS FOR YOUR USE CASE, INCLUDING BY UTILIZING HUMAN REVIEW AS APPROPRIATE.
3. GENERAL REPRESENTATIONS AND WARRRANTIES; DISCLAIMERS
3.1 Rescript represents and warrants to You that (a) it will use reasonable skill and care in providing the SaaS Services and the Services; (b) the Services will be performed in a professional and workmanlike manner by qualified personnel; (c) Rescript will not inject any software traps, viruses, worms, trap doors, malicious code, disabling code, or other means or functions designed to damage or corrupt the SaaS Services or Software or otherwise damage or destroy data or other property. Rescript reserves the right to provide the SaaS Services and Services from host locations, and/or through use of subcontractors, worldwide.
YOUR USE OF THE SAAS SERVICES AND ANY OUTPUT IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RESCRIPT OR THROUGH THE SAAS SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, RESCRIPT, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT ANY HEARING CONTENT, HEARING SUMMARIES OR OUTPUT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SAAS SERVICES OR OUTPUT WILL MEET YOUR REQUIREMENTS; THAT THE SAAS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SAAS SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SAAS SERVICES (INCLUDING ANY OUTPUT) IS DOWNLOADED AT YOUR OWN RISK YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SAAS SERVICES OR SERVICES OR ANY DOWNLOAD OF OUTPUT THROUGH THE USE OF THE SAAS SERVICES. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
FURTHER, RESCRIPT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES, INCLUDING ANY AI SERVICES PROVIDED BY THIRD PARTIES SUCH AS OPENAI, AND RESCRIPT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY PROVIDERS OF ANY THIRD-PARTY SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IF YOU ARE PROVIDED WITH LEGAL ADVICE THROUGH THE SAAS SERVICES, SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO ACTION SHOULD BE TAKEN BASED UPON ANY INFORMATION MADE AVAILABLE THROUGH THE SAAS SERVICES. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM A PERSON WHO IS LICENSED AND/OR QUALIFIES IN THE APPLICABLE AREA.
4. LIMITATION OF LIABILITY
EXCEPT FOR IN CONNECTION WITH RESCRIPT’S: (A) BREACH OF CONFIDENTIALITY, (B) FRAUD, OR (C) WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RESCRIPT OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA (WHETHER YOURS OR ANY THIRD PARTY'S AND WHETHER SUCH DATA IS DELETED, DAMAGED OR LOST), BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF GOOD WILL, SYSTEM DAMAGE OR COSTS OF COVER, EVEN IF RESCRIPT OR A SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. EXCEPT FOR AS A RESULT OF RESCRIPT’S (A) FRAUD, OR (B) WILLFUL MISCONDUCT, RESCRIPT'S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND UNDER OR IN CONNECTION WITH THESE TERMS OF USE SHALL BE LIMITED TO THE AMOUNT YOU PAID IN THE AGGREGATE DURING THE 12 MONTHS PRIOR TO THE CLAIM FOR THE SUBSCRIPTION ALLEGED TO HAVE DIRECTLY CAUSED THE DAMAGES AT ISSUE IN THE RELEVANT CLAIM. NEITHER RESCRIPT NOR ANY OF ITS SUPPLIERS OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) YOUR INABILITY TO USE THE SAAS SERVICES OR THE SERVICES OR TO USE OR ACCESS YOUR CONTENT OR ANY OUTPUT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OF USE; OR (D) THE DELETION, DESTRUCTION, ALTERATION, THEFT, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT, THE HEARING SUMMARIES OR ANY OUTPUT. YOU SPECIFICALLY ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE PRICING.
OTHER THAN WITH RESPECT TO A BREACH BY YOU OF SECTIONS 1.3, 1.4, 2.1, 2.2, 3.3, 7.7 or 7.9, IN NO EVENT SHALL YOUR AGGREGATE AND CUMULATIVE LIABILITY TO RESCRIPT BASED ON ANY CLAIM OR CAUSE OF ACTION EXCEED THE AMOUNT THAT YOU HAVE PAID TO RESCRIPT AND OWE TO RESCRIPT HEREUNDER. IN NO EVENT WILL YOU BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
5. TERM AND TERMINATION
5.1 The term of these Terms of Use will begin on the effective date set forth in the Purchase Order for the Subscription and, unless earlier terminated by either party as provided elsewhere in these Terms of Use, will continue as follows: The term of these Terms of Use, the Subscription purchased under the Purchase Order, and the Services purchased under the Purchase Order will conclude upon the expiration of the initial subscription period set forth in the Purchase Order. Unless either party notifies the other party in writing of its intent not to renew at least 15 days prior to the expiration of the then-current term, the Terms of Use, the Subscription, and the Services will automatically be extended for successive renewal terms equal in length to the initial term on the condition that You pay all applicable fees for the renewal term by the date of expiration of the current term. Renewal prices are subject to change. The applicable term set forth in the Purchase Order (which shall include the initial term plus any applicable renewal term(s)) is referred to herein as the “Term.”
5.2 These Terms of Use, Your Subscription and Your right to receive Services terminates and Your rights hereunder end automatically if You (i) fail to pay any amount charged under any Purchase Order as it comes due and such payment is not made within five (5) days of the due date; (ii) breach or fail to comply with any material provision herein or in the Purchase Order and such breach continues five (5) days after notice thereof; or (iii) initiate or become subject to bankruptcy or receivership or any assignments for the benefit of creditors or similar proceeding. Upon such termination, Rescript may, at its option, notify You that Your Subscription and Services are terminated and Rescript may block your access to the Software, SaaS Services, and Services.
5.3 Termination of these Terms of Use for any reason will not relieve either Party of any obligation incurred prior to the date such termination took effect. The following provisions will survive termination of these Terms of Use for any reason: 1.2, 1.3, 1.4, 2.1, 2.2, 3.2, 4, 5, 6 (for the applicable statute of limitations period), and 7.
6. INDEMNIFICATION
6.1 Rescript Indemnification. Rescript shall defend You and Your employees, officers, directors, and agents from and against all claims, actions, demands, and suits by third parties and pay all losses, liabilities, damages, costs, and expenses associated therewith (including reasonable attorneys’ fees) that are included in a final (non-appealable) judgment of a court of competent jurisdiction or in a settlement approved by Rescript arising from or in connection with any allegation that the Software infringes the third party’s intellectual property rights. In the event of any such claim hereunder, Rescript will use commercially reasonable efforts to (i) procure for You the right to continue to use the Software, (ii) provide a reasonable workaround solution, or (iii) replace or modify the Software to make its use non-infringing. If alternatives (i)-(iii) are not, in Rescript’s sole discretion, commercially reasonable, Rescript may terminate Your Subscription and the Services upon written notice to You, and You may receive a pro rata refund of any amount pre-paid with respect to the remainder of the Term.
Notwithstanding anything to the contrary, Rescript shall not have any liability or obligations under this Paragraph 6.1 if the alleged infringement or the claim is based upon or results from: (I) use of the SaaS Services or Software (A) in combination with any other programs, products or processes not provided by Rescript to You or (B) other than as permitted under these Terms of Use; (II) any act or omission of any party other than Rescript; (III) Rescript’s compliance with designs, specifications or instructions provided by You; (IV) use of any release of the SaaS Services or Software if the infringement would not have occurred or would have been significantly less likely through use of a more recent release or after notice by Rescript to discontinue use of the SaaS Services or Software; (V) Your claim or lawsuit against a third party; or (VI) any third-party software or equipment that is used in connection with the SaaS Services or Software. The foregoing states the entire liability of Rescript, and Your exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the SaaS Services or Software or any part thereof or by their use or operation.
6.2 Purchaser Indemnification. You will indemnify and hold Rescript, its licensors, and resellers harmless from any and all lawsuits, claims, liabilities, damages, costs, and expenses, including attorney's fees, arising from or in connection with any third-party claim (including any claim by your employees) (1) arising out of or relating to Your breach or any other failure to comply with these Terms of Use; and/or (2) arising out of Your Inputs and/or Your use of any Output.
6.3 Indemnification Procedure. In the event of an indemnifiable claim under Paragraph 6.1 or 6.2, the indemnified party must (i) provide prompt written notice of (and information in its possession with respect to, including a reasonable estimate of the amount of damages involved in) the claim to the indemnifying party (but any delay in giving such notice shall not excuse the indemnifying party’s obligations hereunder except to the extent, if any, that such party is materially prejudiced by such delay); (ii) give the indemnifying party sole authority to defend and settle the claim (except that the indemnifying party may not enter into any settlement that requires the indemnified party to admit any liability without its prior written consent, which shall not be unreasonably withheld, conditioned or delayed) and (iii) provide reasonable assistance to the indemnifying party (at the indemnifying party’s cost). If any indemnifiable claim includes allegations regarding non-indemnifiable matters, the indemnifying party will only be responsible for the share of losses, liabilities, damages, costs and expenses (as set forth above) relating to the indemnifiable matter.
7. GENERAL PROVISIONS
7.1 The Purchase Order may not be modified or amended except by written agreement signed by both You and Rescript. These Terms of Use may be amended by Rescript from time to time in accordance with applicable law. In such event, Your continued use of the SaaS Services, the Services and any Output will indicate Your consent to the amended terms.
7.2 Neither Party may assign, delegate, or otherwise transfer the Purchase Order and/or their rights or obligations under these Terms of Use or any of their rights, duties or obligations hereunder without the prior written consent of the other party; provided, however, in the event of the sale or transfer of substantially all of its assets, or a sale, merger or change of control, either party may assign any or all rights and obligations contained herein without consent. Both parties shall use commercially reasonable efforts to provide notice to the relevant party upon such assignment. Any assignment in violation of the foregoing will be null and void. The Purchase Order and these Terms of Use will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
7.3 Invoices are due and payable upon issuance. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by You to Rescript in United States Dollars. You must provide one or more current, valid accepted payment cards, as may be updated from time to time and which may include payment through your user account with a third party (such method, a “Payment Method”). By providing a Payment Method, you agree that we or our Payment Processor (as defined herein) are authorized to periodically charge the applicable fees in addition to any applicable taxes and service fees on a recurring basis until you terminate your Purchase Order in accordance with the terms hereof. The fees incurred by You under Your Purchase Order and any transaction fees will be charged to your Payment Method on the specific payment date indicated on your account. The length of your billing cycle will depend on the type of Subscription as indicated on Your Purchase Order. In some cases, your payment date may change (for example, if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a date not contained in a given month). We may authorize your Payment Method in anticipation of service-related charges through various methods. By agreeing to these Terms of Use, you agree that Rescript’s third-party payment processor (currently Stripe, Inc.) (“Stripe” or “Payment Processor”), may process your payment of the fees described herein. Please see Stripe’s Services Agreement, available at https://stripe.com/us/legal, and Stripe’s Privacy Policy, available at https://stripe.com/us/privacy, as each may be amended by Stripe in accordance with the terms set forth therein, for information on how Stripe collects and uses personal information. We or our Payment Processor will attempt to verify the Payment Method you provide and may do so by processing an authorization hold. Payment must be received prior to us having any obligation to provide you with the SaaS Services or the Services. For all payments of fees described herein, our Payment Processor will collect your Payment Method details and charge your chosen Payment Method. You acknowledge and agree that we are not responsible for any breaches of credit card or other Payment Method security or privacy.
You represent and warrant that: (a) the Payment Method and related information you supply to us or our Payment Processor, as applicable, is true, correct, and complete; (b) you are duly authorized to use such Payment Method; (c) you will pay any charges that you incur in connection with Your Purchase Order, including any applicable taxes; and (d) you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any.
If your Payment Method or any related information changes, you agree to promptly update such information so that we or Payment Processor may complete the applicable transaction and contact you as needed. We are not liable for any unauthorized use of your Payment Method by a third-party in connection with your use of the Service or your subscription.
7.4 These Terms of Use are governed by the laws of the State of Delaware, United States of America, without regard to its conflicts of law provisions. You agree that, if You purchased the Subscription and Services outside the United States, the laws of the State of Delaware will apply to the extent permitted by the laws of the jurisdiction where You purchased the Subscription and Services, and beyond that extent, the laws of that jurisdiction will apply. The United National Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply and are expressly excluded from these Terms of Use and any matter arising hereunder. Any action or proceeding arising from or relating to these Terms of Use shall be brought in a federal or state court in New York, New York, and each party irrevocably submits to the jurisdiction and venue of any such courts in any such action or proceeding. The prevailing party in any action seeking to enforce these Terms of Use shall be entitled to recover its costs and reasonable attorneys’ fees from the other party. Should any provision of these Terms of Use be declared unenforceable in any jurisdiction, that provision shall be deemed severable and severed from these Terms of Use, which shall otherwise remain in full force and effect.
7.5 You acknowledge that You have read these Terms of Use, understand them, and that by using the SaaS Services, Software, Services, and/or Outputs, You agree to be bound by all terms and conditions herein. You further agree that the Purchase Order and these Terms of Use constitute the exclusive terms and conditions with respect to the subject matter of these Terms of Use notwithstanding any different or additional terms that may be contained in any other document or in any purchase order used by You to place orders or issued by You in connection with the placement of orders or used by You to otherwise effect the purchase being made under the Purchase Order and You acknowledge and agree that any purchase order(s) issued by You are issued for Your own internal purposes, Rescript is not a party to any such purchase order(s), and notwithstanding anything contained in any purchase order(s) to the contrary, no such purchase order(s) binds Rescript or in any way governs the purchase made under the Purchase Order and the Terms of Use even if any purchase order or purchase order number is referenced by Rescript on any invoice issued by Rescript. You further agree that the Purchase Order and these Terms of Use represent a fair and mutually agreeable allocation of risks, and that they supersede any other representation, communication, proposal or prior agreement, oral or written, between You and Rescript or any of Rescript's personnel or agents relating to the subject matter of these Terms of Use. No terms, conditions or provisions additional to or different from those stated in these Terms of Use will be enforceable against Rescript unless Rescript gives its separate express consent thereto, including an express waiver of the terms of these Terms of Use that would otherwise apply, in writing signed by an officer of Rescript.
7.6 Taxes. All fees are exclusive of Taxes (as defined herein). You will pay Rescript an amount equal to any Taxes arising from or relating to the Purchase Order which are paid by or are payable by Rescript. If You are required to withhold or deduct any portion of the payments due Rescript, You will increase the sum payable to Rescript by the amount necessary so that Rescript receives an amount equal to the sum it would have received had You made no withholdings or deductions. “Taxes” means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Rescript. You are responsible for reporting this purchase on Your Use Tax Return. You should consult Your tax advisor as necessary.
7.7 Export. The SaaS Services, Software and technical information that Rescript provides under these Terms of Use may be subject to export laws, rules and regulations of the United States and other jurisdictions (“Controlled Materials”). You agree to comply with all applicable export and import laws, rules and regulations, including any local laws in Your jurisdiction, concerning Your right to import, export or use Controlled Materials. In addition, You (including Your affiliates) are not named on any US government denied-party list and You agree not to permit Your Users to access or use the SaaS Services or Software in a US-embargoes country or region or in violation of any US export law, rule or regulation.
7.8 Force Majeure. Neither party shall be liable for any failure to perform, or delay in performing, an obligation under the Purchase Order and these Terms of Use (other than Your payment obligations) or loss resulting from a cause over which it does not have direct control.
7.9 Confidentiality. During the term of Subscription and for 5 years thereafter, each party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms of Use, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) is specifically deemed to be confidential by the terms of these Terms of Use, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Your Content (which excludes any public domain Hearing Content) is deemed Confidential Information of You. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of the Purchase Order and these Terms of Use and the relationship of the parties, but agrees that the specific terms of any Purchase Order will be treated as Confidential Information; provided, however, that each party may disclose the terms to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers, investors and prospective acquirors.
7.10 If you have any questions about these Terms of Use, please contact us at team@rescript.ai. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Schedule A
Service Level Agreement and Support Services
A. SERVICE LEVEL AGREEMENT
1. Rescript will use commercially reasonable efforts to make the SaaS Services available with a Monthly Uptime Percentage (defined below) of at least 99.50% during any monthly billing cycle (the “Service Commitment”). “Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates (as defined below) from each 5-minute interval in the monthly billing cycle. If You did not make any requests in a given 5-minute interval, that interval is assumed to have a 0% Error Rate. If you have had a Subscription for only part of the month, it is assumed that the SaaS Services were 100% available for the portion of the month that it was not running. “Error Rate” means (i) the total number of internal server errors returned as error status “InternalError” or “ServiceUnavailable” divided by (ii) the total number of requests for the applicable request type during that 5-minute interval. Rescript will calculate the Error Rate for Your account as a percentage for each 5-minute interval in the monthly billing cycle. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the Exclusions, i.e., Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below).
2. The Service Commitment does not apply to any unavailability, suspension, or termination of the SaaS Services, or any other performance issues, directly or indirectly: (i) that result from a suspension by Rescript where Your use of the SaaS Services poses a security risk, may adversely impact the system, may subject us or any third party to liability, may be fraudulent, and/or Your access or use of the SaaS Services is done in a way that is intended to avoid incurring fees or exceeding usage limits or quotas, (ii) that are caused by factors outside of Rescript’s reasonable control, including any force majeure event, issued related to any third-party service provider, systemic Internet issues, or Internet access or related problems beyond the functionality of the SaaS Services, (iii) that result from any actions or inactions of You or any third party, including failure to acknowledge a recovery volume or respond to resource health concerns; (iv) that result from Your system, infrastructure, equipment, software, or other technology and/or third party system, infrastructure, equipment, software, or other technology, (v) that result from failures of individual instances or volumes not attributable to region unavailable; (vi) that result from any maintenance, feature or functionality releases, updates or upgrades; or (vii) that arise from Rescript’s termination of Your right to use the SaaS Services in accordance with the Terms of Use (collectively, the “Exclusions”).
B. SUPPORT SERVICES
NOTICE: YOU HAVE NO RIGHT TO SUPPORT SERVICES OTHER THAN TO THE EXTENT THAT SUPPORT SERVICES ARE PURCHASED AND SUCLEARLY INDICATED ON THE PURCHASE ORDER. THE COVERAGE PERIOD FOR SUPPORT SERVICES SHALL BE AS SET FORTH IN THE APPLICABLE PURCHASE ORDER UNLESS SOONER TERMINATED IN ACCORDANCE WITH THE TERMS OF USE. DURING THE COVERAGE PERIOD, YOU SHALL BE ENTITLED TO SUPPORT SERVICES ON THE TERMS AND CONDITIONS SET FORTH IN THE PURCHASE ORDER AND IN THE TERMS OF USE, INCLUDING ON THIS SCHEDULE A.
Fees for Support Services for the SaaS Services that You have purchased are set forth on the Purchase Order. In certain cases, Support Services are included with Your Subscription and in such cases the fees for the Support Services are included in the price of the Subscription as set forth in the Purchase Order related to the sale of such SaaS Services. For the purposes of these Terms of Use, “Covered Services” are the SaaS Services for which Support Services have been purchased.
2. SCOPE. Support Services are provided for the Coverage Period and Covered Services specified in the applicable Purchase Order. The current scope of Support Services is set forth below.
“Business Day” means Monday through Friday, US Eastern Time, exclusive of United States Federal holidays and holidays observed by Rescript.
“Error” means a failure by the Covered Services to materially perform provided that the failure can be replicated by Rescript using commercially reasonable efforts.
“Error Correction” means a modification to the Covered Services that corrects an Error or a reasonable workaround for the Error.
“Severity Level” means the level of severity associated with an Error as further defined in Section 6 below.
“Support System” means Rescript’s Support System by which You log all requests for Support Services by emailing team@rescript.ai.
“Support Ticket” means Your request for technical support or Your report of an Error, in each case that is reported to Rescript by email to team@rescript.ai.
Once Your Software is covered by Basic Level Support Services, You can purchase additional extended Support Services (Bronze Level Support, Silver Level Support or Gold Level Support), each of which is sold for a flat fee and would have a term concurrent with the term of Your Basic Level Support.
The different Support Levels are differentiated primarily by the hours during which Support Services are available and the manner in which Support Services are provided. The table below summarizes the differences in the Support Levels:
Support Coverage Feature | Basic Level | Bronze | Silver | Gold |
Email Support | Y | Y | Y | Y |
Telephone | N | N | Y | Y |
Support Window* | 9am-5pm | 8am-5pm | 8am-8pm | 24x7 |
* The Support Window is stated in Eastern Time and applies only to Business Days except under the Gold Support Level where the Support Window is available 24x7. | ||||
Technical support under all Support Levels can be initiated by submitting a support request by email to team@rescript.ai. Support requests shall include:
You may indicate the Severity Level attributed to the Error or user question; however, Rescript may, in its reasonable discretion, reclassify the Severity Level of an Error after consulting with the Technical Contact. Rescript’s final determination as to the Severity Level of an Error shall be conclusive.
Rescript will manage incoming Support requests, discuss them with the Technical Contact, and provide status updates via email. You shall provide such additional information as Rescript may reasonably request in order to replicate the Error and effect its correction or develop a workaround for the same. Support requests submitted by customers under the Basic Support Level are addressed in the order they are received subject to priority ranking required to satisfy the Service Level Commitments for customers who have purchased higher Support Levels. Rescript does not represent that all Errors will be corrected or that workarounds will be developed for the same.
Severity Level | Definition |
Critical | Error produces a critical production situation because the Covered Service is (a) inoperable, (b) produces incorrect results rendering the entire system inoperable, or (c) fails catastrophically. Examples: The SaaS Service fails to operate; multiple documents or image files crash the server; system performance degrades significantly. |
High | Error causes significant negative impact on Your operations because (a) performance of Covered Services degrades substantially below expected behavior under reasonable loads, or (b) major functionality of Covered Services is materially degraded or inoperable. Examples: Intermittent failure of the SaaS Service; critical documents are unreadable or distorted but system remains operable, intermittent system degradation. |
Medium | Error causes somewhat diminished system performance due to failure or degradation of minor function in Covered Services but You remain able to reasonably perform tasks via a workaround. Examples: A document or image not deemed critical is unreadable or distorted; SaaS Service functionality is compromised so that non-critical functions operate incorrectly or not at all; a documented function doesn’t operate to specification. |
Severity Level | Targeted Response and Remediation Timeframe |
Critical |
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High |
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Medium |
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Creation, implementation or addition of new features or functionality is out of scope of Support Services. Rescript is not responsible for resolving any technical issues that are independent of the Covered Services. Without limitation, Support Services do not apply to any error, problem or issue which is attributable to use or integration of the Covered Services with any third-party software, components, or services. Time spent diagnosing problems that turn out not to be attributable to the Covered Services will be invoiced to You at Rescript’s then current rates.