STENOGRAPH, LLC
END-USER LICENSE AGREEMENT
THIS END-USER LICENSE AGREEMENT (THE “AGREEMENT” OR “EULA”) IS ENTERED INTO BETWEEN STENOGRAPH, L.L.C. (“STENOGRAPH”, “WE,” “US”) AND YOU (“YOU”), AND GOVERNS YOUR USE OF THE HOSTED SERVICE (AS DEFINED BELOW) PROVIDED BY STENOGRAPH. YOU MAY ONLY UTILIZE THE HOSTED SERVICE IN ACCORDANCE WITH THIS EULA. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE HOSTED SERVICE. YOU ACCEPT THIS EULA BY EITHER: (1) CLICKING TO AGREE OR ACCEPT WHERE THESE OPTIONS ARE PRESENTED TO YOU, OR (2) USING THE HOSTED SERVICE. THIS EULA FORMS A BINDING LEGAL AGREEMENT BETWEEN YOU AND STENOGRAPH. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, THEN YOU ARE NOT PERMITTED TO USE THE HOSTED SERVICE AND YOU MUST IMMEDIATELY CEASE USING THE HOSTED SERVICE. STENOGRAPH AND YOU ARE ALSO EACH INDIVIDUALLY REFERRED TO HEREIN AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.
1. Definitions. In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the indicated meanings when used in this Agreement:
A. Device means a personal computer or other electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
B. Documentation means any user instructions, help information, training materials and other documentation regarding the Hosted Service that are published by Stenograph.
C. Guest means a single matter user of the Hosted Service who does not use an email and password to access the Hosted Service and does not have full usage rights, such as the right to upload content and share exhibits.
D. Hosted Service means Stenograph’s cloud-based platform that supports the taking of online legal proceedings with functionality that combines video conferencing, interactive exhibit management, and cloud storage of deposition assets
E. Personal Information means any information that, by itself or in combination with other information, identifies or can reasonably be used to identify an individual, such as name, email address, IP address, telephone number, address, billing information or date of birth.
F. Software means all software forming part of or used by Stenograph to deliver the Hosted Service, including any upgrades, improvements, enhancements or derivatives thereof.
G. Term means the period during which You are authorized to use the Hosted Service.
1.1. Basis for Your Rights Under This EULA. You are being granted the right to use the Hosted Service hereunder pursuant to the authorization of a Stenograph customer (the “Customer”) who has entered into a separate Terms of Use agreement (the “TOU”) with Stenograph. Your right to use the Hosted Service under this EULA is conditioned on the TOU being in effect, and should the TOU expire or terminate, Your right to use the Hosted Service under this EULA shall also terminate.
2. Acknowledgement of Intellectual Property. You acknowledge that, as between the Parties, Stenograph owns the Hosted Service, including but not limited to, all Software, materials, and technology contained in the Hosted Service or utilized and/or provided by or on behalf of Stenograph in connection with the Hosted Service, and the Documentation, and all enhancements, modifications, and updates thereto, and any and all copyrights, patents, patent applications, trade secrets, trademarks and all other intellectual property and proprietary rights therein. You acknowledge and agree that Stenograph has the right, at any time, to deploy updates to the Hosted Service or change the specifications and operating characteristics of the Hosted Service. To the extent You provide or otherwise make available to Stenograph any feedback, suggestions, recommendations, data, or other input regarding the Hosted Service, Software, or Documentation, or resulting from your use thereof (“Feedback”), You hereby grant to Stenograph a non-exclusive, perpetual, irrevocable, royalty-free right and license to use such Feedback for any purpose, including to improve and enhance the Hosted Service, Software, or Documentation, to develop new features or functionality, and to otherwise use and exploit such Feedback for Stenograph’s business purposes.
3. Scope of License/Restrictions.
A. Subject to all terms and conditions of this Agreement, Stenograph hereby grants to You, during the Term, a non-exclusive, non-transferable, right and license to access and use the Hosted Service in accordance with the Documentation. Stenograph further grants to You, during the Term, a license to use the Documentation, for the purposes of using the Hosted Service.
B. Except to the extent expressly authorized by this Agreement, You may not: (a) sell, resell, license, sublicense, distribute, rent, lease or share the Hosted Service, Software or Documentation; (b) use the Hosted Service to provide outsourcing, service bureau, hosting, application service provider or online services to third persons; (c) create any derivative works based upon the Hosted Service, Software or Documentation; (d) copy any feature, design or graphic in the Hosted Service, Software or Documentation, or use or access the Hosted Service, Software or Documentation in order to build a competitive solution or to assist someone else to build a competitive solution; (e) load or penetration test the Hosted Service or otherwise use the Hosted Service any way that is or could reasonably be expected to be, detrimental to Stenograph’s ability to provide services to any other customer; (f) alter, remove or conceal any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Hosted Service, Software or Documentation; (g) disassemble, de-compile, decrypt or reverse engineer the Hosted Service or Software (to the extent such restriction is permitted by law); (h) use the Hosted Service, Software or Documentation in a manner that violates any applicable law; (i) provide access to, or demonstrate, the Hosted Service, Software or Documentation, to any third party for the purpose of benchmarking or comparative assessment; (j) use any automated system, “bot” or software to extract or scrape data from any website or other interfaces through which Stenograph makes available the Hosted Service; or (k) permit any other person to do any of the foregoing.
4. Account. Unless You are using the Hosted Service as a Guest, in order to use the Hosted Service You will need to establish and maintain a Hosted Service account. Your account will be subject to all the terms and conditions of this Agreement, including the following terms:
A. You can create a Hosted Service account by signing up online. You agree not to use any false, inaccurate or misleading information when signing up for your Hosted Service account. In some cases, a third party, like your internet service provider, employer, or law firm, may have assigned a Hosted Service account to You. If You received your Hosted Service account from a third party, the third party may have additional rights over your account, like the ability to access or delete your account. Please review any additional terms the third party provided You, as Stenograph has no responsibility regarding these additional terms. You cannot transfer your Hosted Service account to another user or entity. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your Hosted Service account, whether or not authorized by You, including the activities of any Guest with whom You provide access to the Hosted Service.
B. You can close your Hosted Service account at any time and for any reason. To close your account please submit a request to: enterprise@stenograph.com.
C. If Your use of the Hosted Service is terminated or your Hosted Service account is closed (whether by You or Stenograph, including but not limited to, in the case of expiration or termination of the TOU as described in Section 1.1), the following occurs: (a) your right to use the Hosted Service stops immediately and your license to use the Hosted Service ends; and (b) Stenograph may delete all of your content (unless otherwise required by law or this EULA) . You are responsible for having a regular backup plan because Stenograph will not be able to retrieve your content or data once your account is closed.
D. To use the Hosted Service, You will need an internet connection and/or data/cellular plan. You will also need additional equipment including a computer with a camera. You are responsible for providing all connections, plans, and/or equipment needed to use the Hosted Service and for paying the fees charged by the provider(s) of your connections, plans, and equipment. Those fees are in addition to the fees You pay us for the Hosted Service (if any) and Stenograph will not reimburse You for such fees. Check with your provider(s) to determine if there are any such fees that may apply to You.
5. Content. Our Hosted Service allow You to store or share content or receive material from others. Stenograph does not claim ownership of any content. Your content remains your content and You are responsible for it. You represent and warrant that to the extent that Personal Information is provided by You to Stenograph or the Hosted Service, or You request Stenograph to collect or process such information, You: (1) have complied with any applicable laws relating to the collection or provision of such information, and (2) possess any consents, authorizations, rights and authority required to transfer or permit Stenograph to collect, receive, or access any Personal Information in connection with operation of the Hosted Service. You hereby agree to indemnify, defend, and hold Stenograph harmless from and against any claims or causes of action or losses, damages, costs, or expenses of any kind arising from or related to your content. When You share your content with other people, You understand that they may be able to, on a worldwide basis, use, save, record, reproduce, transmit, or display such content without compensating You. If You do not want others to have that ability, do not use the Hosted Service to share your content. To the extent necessary to provide the Hosted Service to You and others, to protect You and the Hosted Service, and to improve Stenograph products and services, You grant to Stenograph a worldwide and royalty-free license to use your content, including to make copies of, retain, transmit, reformat, display, and distribute via communication tools your content on the Hosted Service. By inviting a witness, deponent, opposing counsel, or any other third party to monitor any content generated using Stenograph's Hosted Service, You hereby waive any right or claim to assert that any such persons are not entitled to access the content from Stenograph's system to the same extent that You are. Content that you post to the Hosted Service shall be stored for a period of thirty (30) days and thereafter may be deleted by Stenograph.
6. Usage of Data and Data Security. Any data that is stored in or traverses Stenograph infrastructure may be utilized in fully anonymized fashion for any business purpose, including to improve Stenograph products and technologies. Notwithstanding, such data will be handled in compliance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulations (GDPR) and the California Consumer Privacy Act (CCPA), as well as any applicable contractual agreements. Stenograph uses and protects information in accordance with the Stenograph Privacy Policy (a current version of which can be found at https://www.stenograph.com/privacy-and-cookies.
7. Service Availability.
A. The Hosted Service, or material, content or products offered through the Hosted Service may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or Device. If You have a Hosted Service account and change the location from which You access the account, You may need to re-acquire the material or services that were available to You and paid for in your previous region.
B. Stenograph strives to keep the Hosted Service up and running; however, all online services suffer occasional disruptions and outages, and Stenograph is not liable for any disruption or loss You may suffer as a result. In the event of an outage, You may not be able to retrieve content or data that You have stored. Stenograph recommends that You regularly backup all content that You store in the Hosted Service.
8. Stenograph Is Not a Law Firm. Stenograph is not a law firm and does not provide legal services or engage in the practice of law. No attorney-client relationship and no attorney-client privilege exists between You and Stenograph.
9. ADMISSIBILITY; FURTHER ASSURANCES. By accessing the Hosted Service, You, each user, and each other entity or person who is party to, subject to, or otherwise involved with, any legal dispute, suit, arbitration, mediation, deposition, interview, proceeding, hearing, or other legal matter (each, a "Proceeding"), for which the Hosted Service is used to record and prepare an audio-visual record of, hereby agree with Stenograph and with each other party to such Proceeding, that each such party shall not assert that any such content is inadmissible in any court or in connection with any such Proceeding due to the process through which the Hosted Service works or is used by You, any User, or any party, and shall not object to the other party's use or introduction of any such content in any such Proceeding due to the process through which the Hosted Service works or is used by You, any User, or any party. The covenant set forth in this paragraph constitutes a material inducement to induce all counterparty(ies) and the Court, arbitrator(s), or other finder(s) of fact to accept the testimony that will be generated using the Hosted Service, and is given in partial consideration of the convenience, time savings, cost savings, travel savings, and other substantial benefits that the users of the Hosted Service will obtain through use of the Hosted Service.
10. Representations, Warranties and Covenants. You hereby represent, warrant and covenant to Stenograph, on the date that You assent to the terms and conditions of this Agreement, and at any time that You use the Hosted Service, that:
A. If You create a Hosted Service account on behalf of an entity or a client, that You have the legal authority to bind that entity or client to this Agreement;
B. You will comply with all laws and regulations applicable to You and your use of the Hosted Service, and will not violate the privacy of others;
C. You will not send or introduce spam or malicious code or spyware in connection with use of the Hosted Service;
D. You will not use the Hosted Service to share inappropriate, obscene, pornographic, or illegal content;
E. You will not use the Hosted Service to engage in any harmful conduct;
F. You will not engage in any activity that exploits, harms, or threatens children;
G. You will comply with all of the terms and conditions of any third-party, agency, and client obligations which may directly or indirectly pertain to this Agreement and the Hosted Service;
H. You have all rights to use and upload any content to the Hosted Service;.
I. You will comply with all rules and regulations of any bar association, court, or other quasi-governmental or regulatory body, including, without limitation, those which regulate the conduct of attorneys and the practice of law;
J. You will not circumvent any restrictions, limitations, or conditions in this Agreement or applicable to the Hosted Service;
K. You will not attempt to interrupt any other person's or entity's access or use of the Hosted Service;
L. You will not assist any other person or entity in engaging in any of the foregoing conduct;
M. You are either (i) not a minor under the applicable law of the jurisdiction from which You are accessing the Hosted Service, or (ii) if You are a minor, Your parent or guardian specifically authorizes You to use the Hosted Service and is present with You when you access the Hosted Service, and Your parent or guardian accepts the terms of this Agreement on Your behalf.
TERM AND TERMINATION. This Agreement is effective from the date that You obtain access to the Hosted Service and continues until your right to use the Hosted Service has expired or been terminated. You may terminate this Agreement at any time. We may terminate this Agreement upon notice if we determine, in our sole discretion, that You have breached any term of this Agreement. Upon termination, You must cease use of the Hosted Service. Termination shall not constitute a Party’s exclusive remedy for any default, and a Party shall not be deemed to have waived any of its rights accruing hereunder prior to such default.
DISCLAIMER OF ALL WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE HOSTED SERVICE, SOFTWARE, AND DOCUMENTATION ARE PROVIDED IN “AS IS” CONDITION. WE DISCLAIM ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE HOSTED SERVICE, SOFTWARE, AND DOCUMENTATION, OR ANY PART OF THE FOREGOING OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, WE EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY OTHER PERSON WITH RESPECT TO THE HOSTED SERVICE, SOFTWARE, AND DOCUMENTATION, OR ANY PART OF THE FOREGOING OR SERVICES PROVIDED IN CONNECTION THEREWITH.
LIMITATION OF LIABILITY. STENOGRAPH’S AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THE HOSTED SERVICE, SOFTWARE, AND DOCUMENTATION, OR ANY PART OF THE FOREGOING OR SERVICES PROVIDED IN CONNECTION THEREWITH, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO EVENT EXCEED THE GREATER OF: (I) TOTAL FEES, IF ANY, ACTUALLY PAID BY YOU TO STENOGRAPH FOR THE HOSTED SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OCCURRED; AND (II) TWO HUNDRED DOLLARS ($200.00). UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OR UNAVAILABILITY OF DATA, DOWNTIME, CONSULTANTS, ETC.), EVEN IF THE POTENTIAL FOR SUCH DAMAGES WAS DISCLOSED AND/OR KNOWN. THE LIMITATIONS OF LIABILITY AND DAMAGE EXCLUSIONS CONTAINED IN THIS AGREEMENT WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS (OR LACK THEREOF) OF ANY REMEDIES PROVIDED HEREIN. THESE LIMITATIONS AND EXCLUSIONS ARE REFLECTED IN STENOGRAPH’S PRICING, AND THEY REPRESENT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PART OF THIS AGREEMENT. YOU FURTHER AGREE NOT TO BRING ANY KIND OF LEGAL OR ADMINISTRATIVE ACTION AGAINST US IN CONNECTION WITH THIS AGREEMENT MORE THAN ONE YEAR AFTER THE EVENT OCCURS WHICH IS THE SUBJECT OF SUCH ACTION. If the Hosted Service, Software or Documentation, or any part thereof are, or in our opinion might be, held to infringe or constitute a misappropriation of a third-party’s intellectual property rights, we may, at our option, (i) replace or modify the applicable item so as to avoid infringement, (ii) procure the right for You to continue the use of the applicable item, or (iii) terminate any licenses to the Hosted Service, Software or Documentation. Notwithstanding the foregoing, we will have no obligation with respect to any infringement claim to the extent caused by (A) any use of the Hosted Service not in accordance with this Agreement, (B) any use of the Hosted Service in combination with other products, equipment, software, or data not supplied by us, or (C) any modification of the Hosted Service by any person other than Us.
Indemnification. You agree to indemnify Stenograph for any claims, actions, demands, losses, liabilities, damages, costs and expenses (including legal expenses and other costs, such as attorneys’ fees) incurred by Stenograph that arise out of your use of the Hosted Service or your violation of this EULA, except to the extent such claims, damages and costs resulted from any actions by Stenograph constituting gross negligence, intentional fraud, or willful misconduct. We reserve the right to assume the exclusive defense and control of any claim brought by a third party that is subject to indemnification by You and You agree to assist and co-operate with us in relation to any such claim.
Audit. On our written request, no more frequently than annually, You agree to provide us with a signed certification verifying that the Hosted Service is being used pursuant to the terms of this Agreement. You agree to grant us reasonable access and provide reasonable co-operation, upon prior notice during normal business hours, to allow us to audit the use of the Hosted Service.
Export. You acknowledge that all or part of the Hosted Service is of U.S. origin and subject to U.S. export jurisdiction. Accordingly, You agree to comply with all export and re-export restrictions and regulations imposed by the U.S. Government. If You breach this clause, we may terminate this Agreement immediately. Further, You unconditionally accept full responsibility for your compliance with this clause and agree to defend, indemnify and hold us harmless from and against any claim, loss, liability, expense or damage (including fines or legal fees) incurred by us or our affiliates or suppliers as a result of your violation of this clause.
No Waiver. No term or provision of this Agreement shall be deemed waived and no breach shall be deemed excused, unless such waiver or excuse is in writing and signed by the party claimed to have waived or excused. No consent to or waiver of a breach shall constitute a consent to, waiver of, or excuse of any other different or subsequent breach.
Governing Law; Jurisdiction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES. YOU HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF THE STATE OF ILLINOIS, DUPAGE COUNTY, AND THE UNITED STATES FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION. The prevailing party to any action brought under this Agreement shall be entitled to its reasonable attorneys’ fees and costs.
Severability. If any of the provisions of this Agreement are found to be invalid by a court of competent jurisdiction, such provisions shall be deleted from this Agreement and the remainder of this Agreement shall remain in full force and effect.
Changes to EULA. Stenograph reserves the right to modify this EULA at any time and for any reason. If Stenograph makes material changes to this EULA, You will receive notification via the Hosted Service or by email or text message. Your continued use of the Hosted Service after Stenograph publishes notice of changes to this EULA indicates your agreement to be bound by the updated terms.
Assignment. Stenograph may transfer or assign this EULA and its rights and obligations hereunder to another person or organization, without restriction. You may not assign or transfer this EULA or your rights or obligations hereunder, including by operation of law, without the prior written consent of Stenograph.
Headings Not Controlling. The Headings used in this Agreement are for reference purposes only and should not be deemed a part of this Agreement.
Entire Agreement. This Agreement, together with any separate support agreement, includes all the terms and conditions of the End-User License Agreement between the parties hereto and supersedes any prior oral or written communications regarding your rights and obligations with respect to the use of the Hosted Service, except for the TOU if You are also a Customer. No statements made by any of our representatives or agents which are not included in this Agreement shall be binding on us.
