Caption.Ed Subscription

Terms and Conditions

Please read these terms and conditions carefully as they govern your use of our Caption.ED product and service (the “Service”) and limit our liability to you. Details of the Service are published on our website at www.talk-type.com (our "Website").

By accepting these terms and conditions and/ or registering to use the Service you are forming a contract and agreeing to the terms that appear below. In the case of Individual Subscriptions (as defined below) references to “you” and “your” are to you as an individual. In the case of Enterprise Subscriptions (as defined below) references to "you" and "your" are to the University or business or organisation which is purchasing (or has purchased) a Subscription.

If you register to use the Service and/ or agree to these terms and conditions on behalf of a University or business or organisation, you represent and warrant to us that you have authority to do so.

If you have any questions please email us at hello@talk-type.com

GENERAL TERMS

1. Provision of the Service

1.1. The Service is provided by CareScribe Ltd, a company incorporated in the United Kingdom under number 12110664 whose registered office is at 33B Springmeadow Lane, Uppermill, United Kingdom (the “CareScribe Ltd”).

1.2. To purchase a subscription allowing you to access and use the Service (your "Subscription") you must either complete our online order/ registration form (available on our Website) or sign or otherwise confirm your agreement to our offline order form which we have issued to you (the "Order Form"). Your Agreement with us will only start once we have emailed you to confirm that we have accepted your Order Form and we reserve the right to decline to accept your Order Form if we consider it appropriate to do so (in our absolute discretion).

1.3. Your Agreement with us will consist of the Order Form and these Terms and Conditions to the exclusion of any other terms you may seek to impose or incorporate, including any standard terms and conditions for the purchase of goods or services you may issue to us, or make reference to, whether in any purchase order or similar documents or otherwise.

1.4. We offer two kinds of Subscription. An "Individual Subscription" allows a single named individual to access and use the Service in accordance with these Terms and Conditions. An "Enterprise Subscription" can be purchased by a named University or business or organisation and allows an agreed number of their students, staff or personnel to access and use the Service. In either case, you are responsible for all use which is made of the Service by any individual, students, staff, personnel or other persons who are permitted to use the Service under your Subscription ("Users") and for ensuring that all such Users agree to and abide by these Terms and Conditions.

1.5. Each User will be allocated a user name and password (“User ID”) which must only be used by the person or persons who are authorised to access and use the Service as part of the Subscription you have purchased. You are responsible for all use of the Service using any User ID issued in connection with your Subscription and for preventing unauthorised use of any such User ID.

1.6. If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of any User ID, you must notify CareScribe immediately by emailing hello@talk-type.com. If CareScribe reasonably believes that any User ID is being used in any way which is not permitted by these Terms and Conditions, CareScribe reserves the right to suspend access rights immediately on giving notice to you in accordance with clause 11 and to block access from the User ID until the issue has been resolved.

1.7. By purchasing a Subscription to use the Service, you represent, warrant and agree that you have provided CareScribe with accurate and complete information in the Order Form and that it is your responsibility to update CareScribe of any changes to that information (including your email address) by emailing hello@talk-type.com.

1.8. The Service enables Users to transcribe/ generate captions from pre-recorded and live audio and video. The precise features and functionality available to you, as well we any limitations or restrictions on your use of the Service (including limits on the number of permitted Users), will depend on the Subscription you have purchased. Further details of the various Subscriptions which are available, as well as the features and functionality included as part of them, can be found at www.talk-type.com.

1.9. CareScribe is continually seeking to improve the Service. CareScribe reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce the content or functionality.

1.10. Following CareScribe's acceptance of your Order Form, CareScribe will make the Service available to you and except as set out in these Terms and Conditions you will have no right to cancel the contract before the end of your Subscription once we have done so.Limited Rights to Use Service

2. Intellectual Property

2.1. The Service and all copyright and intellectual property rights in it belong to CareScribe (or its licensors). Subject to clause 2.2 you may access and use the Service for the purpose for which it was intended, namely to assist your authorised Users to transcribe/ generate captions from pre-recorded and live audio and video.

2.2. You may not, except as expressly authorised under this Agreement or by CareScribe in writing:

2.3. You acknowledge that "CareScribe" and "Caption.Ed" and any associated logos are the brand names of the CareScribe and protected by intellectual property laws. You agree that you may not use them without prior written permission of CareScribe.

3. Subscription Fees

3.1. The standard fees payable for your Subscription (“Subscription Fees”) will be calculated in accordance with your Order Form or (to the extent not detailed in your Order Form) our standard price list in effect at the relevant time. Details of our standard price list can be found at www.talk-type.com.

3.2. For Individual Subscriptions, the Subscription Fee must be paid in advance and entitles the User to transcribe/ caption a stated number of hours/ minutes of audio or video content. Once this allowance has been exceeded the Subscription period will end and your Subscription will automatically renew in accordance with clause 3.5 below and you authorise us to take payment of a further Subscription Fee to enable you to continue using the Service.

3.3. For Enterprise Subscriptions, Subscription Fees will consist of: (i) an "Annual Licence Fee" which will depend on the number of Users you require and which must be paid annually in advance; and (ii) a "Speech to Text Pay as You Go Fee" which will depend on the number of hours/ minutes transcription/ captioning which has been undertaken by your Users in any calendar month and which must be paid at the end of each calendar month. Unless expressly agreed otherwise in writing by us, these Subscription Fees will be calculated in accordance with our standard price list in force from time to time. For Enterprise Subscriptions, your Subscription will renew automatically on each anniversary of the start of your Subscription in accordance with clause 3.5 unless you have given notice to terminate it.

3.4. You must arrange to pay all Subscription Fees by such method of payment as CareScribe reasonably requests from time to time. If CareScribe invoices you in respect of any Subscription Fees (or other sums) payable under this Agreement, you agree to pay any such invoice within thirty (30) days of receipt. CareScribe shall be under no obligation to provide the Service to you if you have failed to pay any Subscription Fees when they are due for payment.

3.5. CareScribe will endeavour to give you reasonable advance warning when your current Subscription period is coming to an end and due to renew and when further Subscription Fees will need to be paid to renew it. CareScribe also reserves the right to increase the Subscription Fees due in respect of your Subscription by giving you reasonable prior notice in writing at any time during your Subscription. Your Subscription will automatically renew for successive periods and CareScribe will have the right to take payment of (or where applicable invoice you for) the next Subscription Fee (or the increased Subscription Fee) using the payment details you have provided, unless you have informed CareScribe that you wish to terminate your Subscription in accordance with clause 9.3.

3.6. In addition to the standard Subscription Fees detailed above, CareScribe shall be entitled to charge additional fees ("Additional Services Fees") for providing additional or ancillary products and services in connection with your Subscription, including (without limitation) additional hosting space for transcription data or live transcription services or bespoke configuration work ("Additional Services"). You agree to pay any and all applicable Additional Services Fees as agreed with CareScribe or in accordance with CareScribe's price list in force from time to time and by such method of payment as CareScribe may require from time to time.

4. Content and Transcription Data

4.1. The Service allows Users to transcribe and generate captions for pre-recorded and live audio and video content ("Content") and to display and store the resulting transcriptions and captions generated by the Service ("Transcription Data"). Whilst CareScribe does not seek to monitor or control Content transcribed or processed using the Service, or Transcription Data generated using the Service, it does reserve the right to delete, remove, move, edit or deny or block access to any Content or Transcription Data where (in its absolute discretion) it considers it prudent or necessary to do so.

4.2. You agree to comply with (and procure that your Users comply with) all applicable laws and regulations when using our Service. You are solely responsible for all Content accessed, transcribed or processed by your Users using the Service, as well as any Transcription Data generated by your Users, in connection with your Subscription. You must ensure that all Content accessed, transcribed or processed and any Transcription Data generated, by you (or your Users), in connection with your Subscription, is lawful and that it is not harmful to others or otherwise objectionable. In particular you must not access, transcribe or process any Content using the Service, or generate or create any Transcription Data, that:

4.3. You must ensure that you (and your Users) have all necessary permissions, consents, rights and licences which may be required to access, transcribe or otherwise process any Content using the Service and to store and display and use the resulting Transcription Data in accordance with this Agreement. You hereby grant to CareScribe a royalty-free, non-exclusive, perpetual, Worldwide licence, of any rights you (or your Users) may own in any Content or Transcription Data, to use, reproduce, modify, translate, make available and distribute such Content and Transcription Data, for the purpose of operating the Service and providing the Service to you and other Users and for the purposes of enabling CareScribe (and its licensors and suppliers) to develop and improve the Service.

4.4. You expressly acknowledge and agree that CareScribe shall be permitted to retain and use (and to permit its licensors and suppliers to retain and use) Transcription Data for the purposes of developing and improving the transcription and captioning technologies and services they provide.

5. Warranties

5.1. Subject always to the specific disclaimers contained in clause 6 below, CareScribe warrants that: (i) it has the right to make the Service available to you under these Terms and Conditions; and (ii) it will use reasonable skill and care in making the Service available to you; and (iii) the Service when properly used will conform in all material respects with the description of the Service published by CareScribe on its Website from time to time.

5.2. Because of the nature of the Internet and software, errors and omissions do occur. Accordingly, save as provided in clause 5.1, CareScribe does not give any other warranties in respect of the Service or its availability. In particular, CareScribe makes no warranty that your use of the Service will be continuously available, uninterrupted or error free, or that the Service is free from infection by viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from this Agreement to the extent that they may be excluded as a matter of law.

6. Specific Disclaimers

6.1. The Service has been made available by CareScribe as a tool to assist Users to transcribe and generate captions for pre-recorded and live audio and video content. Although CareScribe (and its licensors and suppliers) are continually seeking to improve the accuracy of the processes and technologies they use, no automated nor human transcription or captioning service can guarantee total accuracy. Furthermore, the quality of the results generated by using the Service can depend, to a very great extent, on a wide range of factors, including (without limitation) the nature and quality of the Content being captioned or transcribed, many of which are outside of the control of CareScribe (and its licensors and suppliers).

6.2. Accordingly, CareScribe does not warrant or guarantee that the Service, nor any Transcription Data generated using the Service, will be comprehensive, accurate or error free. Furthermore, CareScribe does not warrant or guarantee that the Service will be capable of identifying, or that it will correctly identify: (i) the words used in any Content; or (ii) the correct spelling of such words.

6.3. By using the Service you (and your Users) understand and agree that you/they remain solely responsible for checking the accuracy and quality of any Transcription Data generated using the Service. To the fullest extent permitted by law, CareScribe disclaims all responsibility and liability to you, and your Users, and any third party, for any loss or damage arising directly or indirectly as a result of any use or reliance on any Transcription Data generated or created by the Service.

6.4. If you have purchased an Enterprise Subscription, or if you have purchased an Individual Subscription for use by another User, you acknowledge and agree that by default the Service is configured to allow all Users to transcribe and generate captions for any compatible Content which the User is able to access using their browser. Accordingly, you agree that you shall be responsible for all Content they transcribe or process using the Service and all Subscription Fees and other sums which are payable to CareScribe as a consequence. If you wish to configure the Service so that it can only be used by Users to transcribe and process specific Content, then please contact CareScribe to discuss your requirements. However, CareScribe reserves the right to charge Addition al Services Fees for any work involved in implementing your requirements.

7. Limitation of Liability

7.1. CareScribe will use its reasonable endeavours to remedy material faults in the Service, or any breach of the warranties given at clause 5.1 above, which are reported to it during your Subscription. If CareScribe is in breach of these Terms and Conditions and/ or its Agreement with you, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to any Subscription Fees (and any Additional Fees) paid in relation to your use of the Service for the relevant Subscription period.

7.2. CareScribe, will not be liable for any business losses such as lost data, lost profits or business interruption arising from your (or your Users') use or inability to use the Service, or from any action taken (or refrained from being taken) as a result of using the Service.

7.3. Notwithstanding the above provisions of this clause 7, nothing in these Terms and Conditions shall limit or exclude CareScribe's liability for fraud, or for death or personal injury caused by CareScribe's negligence, or for any other liability which may not be limited or excluded as a matter of applicable law.

8. Privacy Policy and Data Protection

8.1. Personal information that you provide about yourself (or your Users), which you upload to the Service will be used by CareScribe in accordance with its Privacy Policy. Please read the Privacy Policy carefully and if you have any questions please email hello@talk-type.com.

8.2. If you (or your users) use the Service to process or store any personal data concerning third parties (including any third party personal data which may be contained in any content transcribed or processed using the Service), you must ensure that you have obtained all necessary consents and permissions and taken all other action necessary to ensure that such processing of personal data is compliant with all applicable laws concerning privacy and data protection. You agree to indemnify us and hold us harmless in respect of any claim or loss, damage or expenses we may incur or suffer as a consequence of any breach of this clause.

8.3. In the event that you use the Service to process or store any personal data concerning third parties, then to the extent that CareScribe processes that personal data (as defined in ANNEX 2) on your behalf in providing the Service, we each agree to comply with the provisions of ANNEX 2 with respect to that personal data.

9. Term and Termination

9.1. Unless otherwise stated or agreed in writing, all Subscriptions will commence on the date that CareScribe accepts your Order Form and will continue for the period of your Subscription, after which it will automatically renew for successive periods (in accordance with clause 3.5) unless and until terminated in accordance with this clause 9.

9.2. If you are a Consumer (as defined in clause 10.1) and you have purchased an Individual Subscription you may cancel your Subscription within 14 days of the date you purchased your Subscription in accordance with clause 10 below, in which event you may be able to claim a full or (to the extent that you have made use of the Service) partial refund of any Subscription Fees you have paid.

9.3. In all cases, you may terminate your Subscription for convenience at any time by giving us not less than fourteen (14) days notice in writing. However, in these circumstances, you will not be entitled to receive a refund of any Subscription Fees you have already paid prior to the end of your then current Subscription period. In addition, if you have purchased an Enterprise Subscription which is subject to a minimum term, you must pay all Subscription Fees due in respect of the Minimum Term.

9.4. CareScribe may terminate your Subscription, and/ or terminate or suspend your access to and ability to use the Service, at any time by written notice if: (i) you have failed to pay any Subscription Fees (or other fees of sums) due in respect of your Subscription by the due date for payment; or (ii) you are otherwise in material breach of these Terms and Conditions and/ or your Agreement with CareScribe and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to you.

9.5. CareScribe may suspend your access to the Service at any time with immediate effect, if it reasonably believes you are in breach of clause 4.

9.6. CareScribe may discontinue the Service at any time by giving you not less than thirty (30) days notice in writing. In this situation, your Subscription will usually cease on the next renewal date (or such later date as CareScribe may specify). In rare cases, CareScribe may need to terminate your subscription before the end of your current Subscription period where CareScribe (acting reasonably) considers it necessary to do so. However, under those circumstances you will be entitled to receive a pro-rata refund of any Subscription Fees you have paid for the unexpired (or unused) part of your Subscription.

9.7. You may terminate this Agreement and receive a pro-rata refund of any Subscription Fees you have paid, if CareScribe is in material breach of these Terms and Conditions and/ or its Agreement with you and the breach is not remedied within the period of thirty (30) days after written notice of the breach has been given to CareScribe.

9.8. Following termination of your Subscription for any reason you will no longer be able to access or use the Service or any Transcription Data you have created.

10. Consumer Cancellation (and Other ) Rights

10.1. For the purposes of this clause and these Terms and Conditions generally, you are a "Consumer" if: (i) you are an individual; and (ii) you are purchasing (or have purchased) an Individual Subscription from CareScribe wholly or mainly for personal use (i.e. not for use in connection with your trade, business, craft or profession).

10.2. If you are a Consumer, and you have purchased an Individual Subscription as such, you have a legal right to change your mind within fourteen (14) days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You have fourteen (14) days following the day that you purchased your Individual Subscription to exercise this right. However, if you have accessed and used the Service during this period, we reserve the right to charge a reasonable price for your use of the Service up until the time you tell us that you have changed your mind. For instance, you will not be entitled to receive a refund in respect of any transcription hours/ minutes you have used. If you have changed your mind, please let us know by either: (i) emailing us at hello@talk-type.com; or (ii) printing off the form appended to these terms and conditions at Annex 1 and sending it to us at the address given in clause 1.1 (or you can simply write to us at that address including the information required in that form). We will refund to you the Subscription Fee you have paid for your Individual Subscription. However (as noted above) we may deduct a reasonable amount for any use you have made of the Service before you notified us that you have changed your mind. Refunds will be given within fourteen (14) days of you notifying us that you have changed your mind.

10.3. In addition, if you are a Consumer, then you may enjoy certain other legal rights and protections under applicable law, in addition to those mentioned in clause 10.2 above or elsewhere in this Agreement. Nothing in these Terms and Conditions or our Agreement with you will affect your statutory or legal rights as a Consumer.

11. Third Party Software, Services and Components

11.1. The Service may utilise, contain, or work in conjunction with, certain third party software, services and components (which may include, without limitation, open-source software and software components) ("Third Party Components"). In addition to these Terms and Conditions and your Agreement with CareScribe, the use of such Third Party Components as part of the Service may be governed by additional licence terms and other terms and conditions and legal notices and disclaimers ("Third Party Terms"). Details of relevant Third Party Components and any applicable Third Party Terms governing their use, will be published at www.talk-type.com from time to time.

11.2. Accordingly, in addition to the terms and conditions contained in this Agreement, you agree to abide by (and to procure that your Users abide by) any applicable Third Party Terms governing the use of any Third Party Components. In the event of any conflict or inconsistency between these Terms and Conditions and any relevant Third Party Terms, the Third Party Terms shall prevail with respect to the relevant Third Party Component.

12. Notices

12.1. All notices shall be given to CareScribe via email at hello@talk-type.com or by post at 26 Waterlow Road, Reigate, United Kingdom; or to you at either the email or postal address you provide when you register with us for your Subscription.

12.2. Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

13. General

13.1. CareScribe may transfer and/or assign its rights and/or obligations under its Agreement with you. This will not affect your rights under that Agreement. You may not transfer any of your rights or obligations under your Agreement with CareScribe without first obtaining the consent of CareScribe.

13.2. Nothing in these Terms and Conditions and/ or our Agreement with you shall confer your rights on any other person.

13.3. If you breach these Terms and Conditions and/ or your Agreement with CareScribe and CareScribe ignore this, CareScribe will still be entitled to use its rights and remedies at a later date or in any other situation where you breach these terms and conditions and/ or your Agreement with CareScribe.

13.4. These Terms and Conditions, together with your Order Form, our Privacy Policy, any other documents referred to in these Terms and Conditions and any other legal terms and notices we may publish on the Service from time to time (collectively the "Agreement"), represents the entire agreement between the parties in relation to its subject matter and may be amended only by our agreement in writing.

13.5. The Agreement shall be governed by English law. We will try to solve any disagreements quickly and efficiently. If either of us want to take court proceedings in relation to this Agreement we agree that the courts of England and Wales shall have non-exclusive jurisdiction to handle those proceedings.

13.6. We may amend or update the Terms and Conditions governing use of the Service at any time by giving you not less than thirty (30) days notice in writing. Your Agreement with CareScribe will be governed by the Terms and Conditions referenced in your Order Form or published on our Website when your Subscription started, or (if more recently) which were in force on the date that your Subscription was last renewed.

13.7. These terms and conditions were last updated on 15th June 2020.

14. Fair Usage Conditions

14.1. In order to be able to provide UK DSA student with access to Caption.Ed, we have had to create a "fair usage limit" for a DSA account. DSA students are provided with 200 hours of Caption.Ed usage with their license.

14.2. We're currently exploring ways of providing more access if required.

Annex 1

MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS

(Complete and return this form only if you wish to withdraw from the contract)

To: CareScribe Ltd, 33b Springmeadow Lane, Uppermill, Oldham, OL3 6HW, United Kingdom

I/ We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following services,

Ordered on,

Name of Consumer(s),

Address of Consumer(s),

Signature of Consumer(s) (only if this form is notified on paper)

Date

[*] Delete as appropriate

Annex 2

DATA PROTECTION ADDENDUM

This Data Protection Addendum shall apply where the Customer (as defined below) uses the Service to process Customer Personal Data (as defined below) and CareScribe processes that Customer Personal Data on the Customer's behalf in providing the Service:

1. Definitions

1.1. In this Data Protection Addendum terms defined in the Caption-Ed Terms and Conditions shall have the meaning given there, and the following terms shall have the following meanings:

2. Obligations of the Parties

2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Data Protection Addendum is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

2.2. The parties acknowledge that:

2.3. Without prejudice to the generality of Paragraph 2.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to CareScribe for the duration and purposes of the Agreement between the parties so that CareScribe may lawfully use, process and transfer the Customer Personal Data in accordance with the Agreement on the Customer's behalf.

2.4. Without prejudice to the generality of Paragraph 2.1, CareScribe shall, in relation to any Customer Personal Data processed in connection with the performance by CareScribe of its obligations under its Agreement with the Customer:

2.5. Each party shall ensure that it has in place appropriate technical and organisational measures, (where applicable) reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

2.6. The Customer consents to CareScribe appointing third-party processors of Customer Personal Data from time to time, as further detailed in CareScribe's Privacy Policy from time to time in force. The Supplier confirms that it has entered or (as the case may be) will enter with such third-party processors written agreements incorporating terms which are similar to those set out in this Data Protection Addendum. As between the Customer and CareScribe, CareScribe shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

3. Processing, Personal Data and Data Subjects

3.1. This Section details, in respect of Customer Personal Data which may be processed under the Agreement between the parties, the scope, nature and purpose of processing by CareScribe, the duration of the processing and the types of personal data and categories of data subject

4. Amendments and Updates to this Addendum

4.1. CareScribe may by notice in writing to the Customer from time to time amend and update this Data Protection Addendum, where CareScribe determines (in its reasonable discretion) that this is necessary or desirable to ensure continued compliance with applicable laws (including applicable Data Protection Legislation).

4.2. Without limitation to the generality of clause 4.1 above it is acknowledged and agreed that CareScribe shall be entitled amend and update this Data Protection Addendum, where it reasonably determines that this is necessary to ensure continued compliance with applicable laws (including Data Protection Legislation) in light of, or as a consequence of, the UK leaving the EU (Brexit). (including applicable Data Protection Legislation).

4.3. This Data Protection Addendum was last updated on 6th October 2020.