With the exception of User Content (detailed below), the Service and everything on it, from text to photos to videos to graphics and software, (collectively, the "Materials") are owned by, licensed to Scriber or are open source materials we are allowed to use. The Service and the Materials we create are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and/or other proprietary rights and laws of the United States and other countries. Except as otherwise indicated on the Service and except for the trademarks, service marks, logos and trade names of other companies that are or may be displayed on the Service, all trademarks, service marks, logos, trade dress, trade names and software are proprietary to Scriber. Please be advised that Scriber actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
If you download any software from the Service, you shall not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form.
"User Content" means any information or technical data submitted to the Service by you. This is limited to audio files which are submitted to the Service for processing and the resulting transcript file which can be downloaded from the Service. User Content does not include information or technical data which (i) is in the possession of the Scriber at the time of submission as shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior or after the time of submission becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party.
The Company and Other Party wish to explore a business possibility in transcription, under which each may disclose its Confidential Information to the other.
"Confidential Information" means any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential. Confidential Information includes Confidential Information of a third party that is in the possession of one of the parties hereto and is disclosed to the other party hereto in confidence hereunder. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved for release by the disclosing party.
The Other Party agrees not to use the Confidential Information disclosed to it by the Company for its own use or for any purpose except to carry out discussions concerning and the undertaking of any business relationship between the two. The Other Party will not disclose the Confidential Information of the Company to third parties or to the Other Party's employees except employees who are required to have the information in order to carry out the contemplated business. Execution of this Agreement by the Company and Other Party constitutes an agreement by such party to bind its employees, consultants and advisors to the terms of this Agreement. The Other Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of unauthorized persons. The Other Party agrees to notify the Company in writing of any misuse or misappropriation of Confidential Information of the Company that may come to its attention.
Any materials or documents which have been furnished by the Company to the Other Party will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded, or upon termination or expiration of this Agreement.
Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant the Other Party any rights in or to the Company's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided "as is" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
Each recipient of Confidential Information agrees that it will not export outside the United States, if a United States company or citizen, or re-export, if a foreign company or citizen, any Confidential Information or direct product thereof, except as permitted by the laws and regulations of the United States and by the disclosing party in writing.
Each disclosing party understands that the receiving party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the disclosing party's Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing party's confidential information.
The term of this Agreement is three years. The obligations of each party under Section 3 will survive termination or expiration of this Agreement.
This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without consent of the Company. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York as they apply to contracts entered into and wholly to be performed in the State of New York. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous oral or written agreements between the parties with respect thereto.
The Other Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Company's business, and expressly agrees that monetary damages would be inadequate to compensate the Company for any breach of any covenant or agreement set forth herein. Accordingly, the Other Party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the Company shall be entitled to obtain injunction relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages.