Effective: July 15, 2024
This Scribe Master Services Agreement (“Agreement”) is between Colony Labs, Inc. (“Scribe”) and the organization agreeing to these terms (“Customer”). This Agreement also refers to and incorporates any ordering document signed by your organization and Scribe (or, as applicable, between your organization and an authorized Scribe reseller) or any Scribe web page that you use to purchase the Services (“Order”).
By clicking "I agree" or “Purchase” (or a button or link with a similar meaning), signing an Order, or using the Services, you are agreeing to this Agreement on behalf of your organization. You represent that you have the authority to bind that organization to this Agreement.
1. Provision of the Services to Customer.
1.1 Right to Use the Services. During each Subscription Term (as defined below), Scribe grants Customer a non-exclusive right to (i) use the Services for Customer’s business purposes and (ii) to install and use any proprietary apps or software provided by Scribe for such use of the Services, all in accordance with Scribe’s standard usage documentation (“Documentation”) and this Agreement. “Services” means the services described in Customer's Order, including any proprietary apps or software provided by Scribe to access the services, and any of Scribe’s Documentation.
1.2 End User Access and Responsibility. Customer may assign end users to use the Services (“End Users”). End Users may be employees or contractors of Customer or its Affiliates who are using the Services solely for the benefit of Customer or its Affiliates. Customer is responsible for its End Users’ use of the Services and compliance with this Agreement and applicable laws. Customer will obtain and maintain from End Users any consents necessary to allow Scribe to deliver the Services.
1.3 Third-Party Platforms. Customer may choose to enable integrations with third-party products, add-ons, or platforms not provided by Scribe that can be used with the Services (“Third-Party Platform”). Customer’s use of a Third-Party Platform with the Services is governed by Customer’s agreement with the provider of the Third-Party Platform, not this Agreement, and Scribe is not responsible for Third-Party Platforms.
1.4 Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with Scribe, in which case, any such Affiliate will be bound by the terms of this Agreement as if it were a signatory hereto. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services under this Agreement. “Affiliate” means, with respect to either party hereto, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person or entity.
2. Payment Terms
2.1 Fees; Payment Timing. Customer will pay the fees for use of the Services (“Fees”) according to the terms in an Order. Unless other payment timing is specified in an Order, Fees are payable in U.S. dollars and due within thirty days of when Customer receives an invoice. Customer authorizes Scribe to charge Customer for all applicable Fees using Customer's selected payment method. All Fees are non-refundable and non-cancelable except as expressly set forth in this Agreement. Overdue undisputed amounts may be subject to a finance charge of the lesser of 1.5% per month or the maximum amount allowed by law.
2.2 Taxes. Fees are exclusive of taxes. If there are any government-imposed sales, GST, value-added, delivery, withholding, or similar taxes associated with the purchase of the Services (but not taxes based on Scribe’s net income, net worth, asset value, property value, or employment), Customer will pay such taxes.
2.3 Notice of Fee Changes Prior to Renewal. In the event we change Customer's Fees, we will give Customer at least thirty days’ notice of that change prior to the renewal of Customer's then-current subscription. Customer’s continued use of the Service (after the price change becomes effective) constitutes Customer’s agreement to pay the changed amount. If Customer disputes any charges Customer must let Scribe know within sixty days after the date that Scribe invoices Customer.
3. Security and Privacy
3.1 Security. The Service will be hosted on enterprise-grade cloud infrastructure that provides industry-standard security and privacy controls. Scribe will use appropriate technical and organizational measures designed to protect the Services and Content (as defined below) against accidental or unlawful loss, access, use, alteration, or disclosure.
3.2 Data Privacy. If the Customer uses the Services to process “personal data” or “Personal Information” as defined under applicable data protection laws, (a) the terms of the Data Protection Agreement located at https://scribehow.com/legal/dpa (“DPA”) are incorporated by reference into this Agreement and (b) Customer agrees to (i) provide any legally adequate privacy notices and obtain necessary consents and (ii) process personal data, each in accordance with applicable data protection laws. We may update the DPA to comply with any changes in data protection laws and regulations, or when otherwise commercially reasonable, by posting a new version on our website.
3.3 HIPAA Data. Customer agrees not to submit to the Services information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103) (“HIPAA Data”), unless Customer has entered into a business associate agreement (“BAA”) with Scribe. Unless a BAA is in place, Scribe will have no liability under this Agreement for HIPAA Data. Upon mutual execution of a BAA, the BAA will be incorporated by reference into and subject to the terms of this Agreement.
4. Confidentiality
4.1 Confidential Information. “Confidential Information” means information that a party (or an Affiliate) discloses to the other party under this Agreement that is identified as confidential or should reasonably be understood to be confidential under the circumstances. It does not include information that is (a) independently developed by the recipient without use of discloser’s Confidential Information, (b) is rightfully given to the recipient by a third party without confidentiality obligations, or (c) becomes public through no fault of the recipient. Subject to those exclusions, Content is considered Customer’s Confidential Information.
4.2 Exceptions to Confidential Information; Required Disclosure. The recipient of Confidential Information will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who have a legitimate need to know it and who have agreed in writing to keep it confidential, provided that the recipient remains responsible for their compliance with this Section 4 (Confidentiality). The recipient may disclose Confidential Information to the extent required by law so long as the recipient uses commercially reasonable efforts to notify the other party in advance, and reasonably cooperates, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.
5. Data Use Rights; Intellectual Property Rights
5.1 Data Use Rights. “Content” means data that Customer or its End Users submits to the Services and any output produced specifically for Customer via Customer’s use of the Services. Customer grants Scribe the right to use Content during each Subscription Term only as necessary to provide, improve, and support, the Services and to comply with applicable laws. Customer further agrees that Scribe may collect and analyze information relating to the use and performance of the Services ("System Data"). Scribe may (during and after the Term) use System Data in an anonymized form to operate, support, and improve Scribe’s products and services, as well as for benchmarking and reports. For clarity, Scribe will not disclose such information externally unless it is de-identified (so that it does not identify Customer, its Users or any other person) and aggregated with data across other customers.
5.2 Feedback. If Customer provides Scribe with feedback about any of Scribe’s products or services, Scribe may use and exploit that feedback without restriction or obligation to Customer so long as Scribe does not publicly identify Customer as the source of feedback. All such feedback is provided “AS IS”.
5.3 Intellectual Property Rights. As between the parties, Customer owns all intellectual property rights in Content, and Scribe owns all intellectual property rights in the Services and in the related Scribe technology. Scribe hereby assigns to Customer all Scribe’s right, title, and interest, if any, in and to Content. Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property.
6. Customer Obligations
6.1 Account Responsibility; Unauthorized Use. Customer is responsible for all activities that occur under Customer’s account and must provide accurate and up-to-date account information. Customer will use reasonable efforts to prevent and terminate any unauthorized use of (or access to) the Services, and promptly notify Scribe of any such unauthorized use or access of which Customer becomes aware. Scribe reserves the right to investigate any violation or potential violation of this Agreement by Customer, which may include reviewing Content.
6.2 Prohibition on Account Sharing. Customer acknowledges that End User accounts may only be provisioned, registered, and used by a single End User. Sharing End User accounts (including account credentials) among multiple individuals is strictly prohibited. Scribe may suspend Customer or End User’s access to the Scribe Services for account sharing.
6.3 Customer Content. Between the parties, Customer is responsible for all Content submitted into the Services or made available by Customer to third parties. Customer represents and warrants that Customer has all rights, licenses, and permissions required to submit such Content to the Services. Customer further agrees that Scribe may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content).
6.4 Restrictions. Customer will not, and will not permit End Users, to: (a) sell, sublicense, distribute, or rent the Services (in whole or part), (b) reverse engineer, decompile or seek to access the source code underlying the Services, (c) copy, modify, create derivative works of or remove proprietary notices from the Services, (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions, (e) use the Services to develop a product that competes with the Services, (f) use the Services or transmit or use Content in a manner that violates a third party’s rights or any applicable laws, or is otherwise outside the scope expressly permitted hereunder, or (g) otherwise misuse the services.
7. Term, Termination, and Suspension
7.1 Subscription Term; Agreement Term. The “Subscription Term” of Customer’s subscription will begin on the date specified on the applicable Order and will continue until Customer's subscription ends or is terminated. This Agreement will commence on the date this Agreement is entered into by the parties (either by acceptance online or by the signing of an Order) and continues until the end of all Subscription Terms, unless it is terminated earlier in accordance with this Agreement (“Term”). If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with notice to the other party.
7.2 Automatic Renewal. Unless otherwise stated in an Order, Customer's Subscription Term will automatically renew for successive periods unless either party gives the other at least thirty days’ notice (prior to the next renewal period) of its intent not to renew.
7.3 Termination. Either party may terminate this Agreement if (a) the other party materially breaches this Agreement and fails to cure that breach within thirty days after receipt of a written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings.
7.4 Suspension. Scribe may suspend Customer or its End User’s access to the Services: (a) if required to do so by law; (b) if necessary to prevent a security risk or other risk of harm or liability to Scribe, the Services, or any third party; (c) for Customer’s violations of this Agreement, or (d) if Customer’s undisputed payment of Fees is more than thirty days late. Scribe will use reasonable efforts to notify Customer of any suspension or termination and give Customer the opportunity to resolve the issue prior to suspension or termination. Once the issue causing the suspension is resolved, Scribe will promptly restore Customer’s access to the Service.
7.5 Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, all sections of this Agreement that by their nature should survive termination will do so, including the confidentiality obligations, limitation of liability, and disclaimers.
8. Disclaimer
8.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SCRIBE, ITS AFFILIATES, AND ITS SUPPLIERS HEREBY (A) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND (B) MAKE NO OTHER REPRESENTATIONS (I) THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE OR (II) THAT CONTENT WILL BE ACCURATE. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.
8.2 Beta Services. Scribe may create new service offerings that are still in development. Scribe will mark such services as “beta,” “early access,” or something similar. Customer may choose to use such beta services in its sole discretion. Scribe may not support such beta services, may change them at any time, and they may not be as secure or reliable as Scribe’s other Services. Notwithstanding anything else in this Agreement, Scribe will have no liability in connection with such beta services.
9. Indemnification
9.1 By Scribe. Scribe will defend and indemnify Customer against and for any costs or damages (including reasonable attorneys’ fees) finally awarded in a third-party legal proceeding or any settlement amounts payable to a third party (“Indemnified Amounts”) to the extent arising out of a third party claim alleging that Scribe’s technology used to provide the Services infringes any third party's intellectual property rights. This excludes claims to the extent arising from (a) a failure to comply with this Agreement, (b) a combination of Scribe’s technology with materials not provided by Scribe or on Scribe’s behalf or (c) modification or unauthorized use of the Services or (d) Content.
9.2 Mitigation. If Scribe reasonably believes the Services might infringe a third party's intellectual property rights, then Scribe may, at its sole option and expense: (a) procure the right for Customer to continue using the Services or (b) replace or modify the Services to make them non-infringing without materially reducing their functionality. Customer will promptly comply with all reasonable instructions Scribe provides with respect to (a) and (b) above, including any instruction to replace, modify, or cease use of an impacted Service. If Scribe cannot reasonably offer these remedies, Scribe may suspend or terminate Customer's use of the Services upon written notice, with a pro-rata refund of prepaid and unused Fees for the Services.
9.3 By Customer. Customer will defend and indemnify Scribe against and for any Indemnified Amounts to the extent arising from a third party claim related to (a) Content or (b) Customer’s use of the Services in violation of this Agreement.
9.4 Indemnification Procedure. A party seeking indemnity will promptly notify the indemnifying party in writing of any allegations that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If a breach of this notification obligation prejudices the defense of the legal proceeding, the indemnifying party's obligations will be reduced in proportion to the prejudice. The indemnified party must give sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following: (a) the indemnified party may appoint its own non-controlling counsel, at its own expense and (b) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent (not to be unreasonably withheld, conditioned, or delayed). WITHOUT AFFECTING EITHER PARTY’S TERMINATION RIGHTS, THE INDEMNITIES ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
10. Limitation of Liability
10.1 Limitation on Indirect Liabilities. Except for a party’s (a) gross negligence or willful misconduct or (b) indemnification obligations under Section 9 (Indemnification), neither Customer nor Scribe or their respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including lost profits) even if that party has been advised of the possibility of those damages.
10.2 Limitation on Liability Amount. Except for a party’s (a) gross negligence or willful misconduct or (b) indemnification obligations under Section 9 (Indemnification), each party's total aggregate liability relating to this Agreement (whether under contract, tort, or otherwise) will not exceed the Fees paid or payable by Customer to Scribe during the twelve-month period before the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under law.
11. Disputes
11.1 Jurisdiction and Venue; Governing Law. Subject to the dispute resolution provisions below, all claims and disputes arising from or relating to this Agreement, or the Services may only be brought in the federal or state courts of San Francisco County, California. Both Customer and Scribe consent to venue and personal jurisdiction there. This Agreement and all disputes or claims between the parties are governed by the laws of California, excluding California’s conflict of laws rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
11.2 Informal Resolution. Before filing a claim, Scribe must first be contacted through the notice procedures below. The parties will try in good faith to settle any dispute. If the dispute is not resolved within thirty days of notice, a formal proceeding may be brought in accordance with this Section 11.
11.3 Mandatory Arbitration. Any claims or disputes arising from or relating to this Agreement or the Services (including any dispute regarding the interpretation or performance of the Agreement) must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in San Francisco, California.
11.4 Exceptions. A lawsuit may be filed in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
11.5 NO CLASS ACTIONS. Disputes with us may only be resolved on an individual basis, and neither Customer nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
12. Miscellaneous
12.1 Headings. Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.
12.2 Severability. If one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
12.3 Assignment. Neither party may assign this Agreement, or any rights or obligations established under this Agreement, without the other party’s written consent (not to be unreasonably withheld, conditioned, or delayed). Any attempted non-permitted assignment will be void. Each party hereby consents to assignments made by the other party in connection with a merger, acquisition, reorganization, or transfer of assets, provided that the assigning party provides reasonable notice. This Agreement will be binding upon the parties and their respective successors and permitted assigns.
12.4 Entire Agreement. This Agreement constitutes the entire agreement between Customer and Scribe with respect to its subject matter and supersedes any and all prior agreements, discussions, negotiations, and offers, whether verbal or in writing. In the event of conflicting provisions, the Order will control over all other documents, and the DPA will control over this Agreement. Excluding Orders, terms in a business form, purchase order, or any other ordering document used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only.
12.5 Independent Contractor Relationship. For all purposes under this Agreement, Customer and Scribe will be and act as independent contractors and will not bind nor attempt to bind the other to any contract.
12.6 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless they are expressly stated.
12.7 Subcontractors. Scribe may use subcontractors to provide the Services under this Agreement, but Scribe remains responsible and assumes liability for any such subcontractors in their performance of this Agreement. This does not limit any additional terms for subprocessors under the DPA.
12.8 Notices. Scribe will provide notices under this Agreement to Customer by sending an email to the email address that Scribe has on file for Customer. Customer will provide notices under this Agreement to Scribe by sending an email to legalnotices@scribehow.com. Customer is responsible for keeping Customer’s email address current throughout the Term.
12.9 Updates to This Agreement. Scribe may modify this Agreement from time to time. Unless otherwise specified, changes to this Agreement become effective for Customer (a) upon renewal of the then-current subscription or (b) upon the effective date of a new Order after the updated version of this Agreement goes into effect. We will use commercially reasonable efforts to notify Customer of material changes through communications via email or other means. Customer may be required to click to accept or otherwise agree to the modified agreement before renewing a subscription or upon the effective date of a new Order. In any event, continued use of any of our Services after an updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
12.10 Force Majeure. Except for Customer’s obligation to pay Fees owed, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
12.11 Publicity. Customer grants Scribe a license during the Term to include Customer’s logos in any customer list, press release, and/or on the Scribe website with prior written approval from Customer.
12.12 No Agency or Waiver. This Agreement does not create any agency, partnership, or joint venture between the parties. Neither party waives any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
12.13 Export Compliance. Each party (a) will comply with all export and import laws in performing this Agreement and (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to the Cloud Service any data controlled under the U.S. International Traffic in Arms Regulations.
12.14 Government Rights and Terms. This Section 12.14 only applies if Customer is a governmental or public entity, including the U.S. federal government or any agency or instrument of any federal, state, or local governmental entity. To the extent applicable, the Services are “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. To the extent permitted in this Agreement, use, reproduction, release, modification, disclosure or transfer of the Services is governed solely by the terms of this Agreement, and all other use is prohibited. This Agreement, including (by way of example only) termination and suspension rights for non-payment, modifications to this Agreement, indemnification obligations, arbitration and dispute resolutions, and governing law and jurisdiction, apply to Customer except to the limited extent Customer is prohibited by applicable laws of Customer’s jurisdiction from accepting such terms. If and to the extent any provision of this Agreement is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law, but to give maximum effect to this Agreement and the applicable terms as written.
