LICENSE AND TERMS OF SERVICE

Updated August 13, 2012

THIS LICENSE AND TERMS OF SERVICE CONSTITUTES AN AGREEMENT BETWEEN YOU (“YOU”), INCLUDING ALL USER ACCOUNTS REGISTERED UNDER YOUR ACCOUNT, AND GEODATIX, LLC, A TENNESSEE LIMITED LIABILITY COMPANY (“GEODATIX”), WHICH IS THE OWNER AND OPERATOR OF THE “Q-SCRIBE” MOBILE APPLICATION AND THE ASSOCIATED Q-SCRIBE.COM WEBSITE. THIS AGREEMENT SHALL GOVERN YOUR USE OF THE APPLICATION AND SITE. BY USING ANY OF THE SERVICES PROVIDED BY THE APPLICATION OR THE SITE OR BY REGISTERING WITH EITHER, YOU SIGNIFY THAT YOU AGREE TO THIS LICENSE AND TERMS OF SERVICE, INCLUDING YOUR AGREEMENT TO RECEIVE NOTICES FROM AND OTHERWISE TRANSACT WITH GEODATIX ELECTRONICALLY. YOU FURTHER AGREE THAT YOU CONSENT TO THE INFORMATION PRACTICES DISCLOSED IN THE GEODATIX PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. PLEASE NOTE THAT, AS MORE FULLY PROVIDED BELOW, GEODATIX OFFERS THE APPLICATION AND THE SITE “AS IS” AND WITHOUT ANY GUARANTEES OR WARRANTIES.

1. DEFINITIONS

a. “Application” means the Q-Scribe Mobile Application for the iOS software application.

b. “Content” means all PDF files, data, text, images, and any other information or materials uploaded by or on behalf of you to the Site or the Application in connection with your use of the Service.

c. “Service” means the server-based functionality that converts your Content into one or more proprietary formats that facilitate rapid and efficient viewing on the Site or on your iOS-based device (“Device”) using the Application.

d. “Site” means the “Q-Scribe.com” website used to upload and view Content in connection with the Service.

2. LICENSE TO USE

a. Service. Subject to your compliance with the terms and conditions of this Agreement, Geodatix grants to you a non-exclusive, non-transferable, revocable right to access and use the Service upon registration. You can register by visiting the Site and clicking on the “sign up” button.

During registration, you will provide an email address and create a password (“Credentials”). These are your Credentials for accessing the Service. You agree that Geodatix may use your Credentials to authenticate you on the Application or Site.

You are responsible for all uses of the Application or Site using your Credentials, including use by others to whom you have given your Credentials. You, not Geodatix, shall be responsible for maintaining and protecting your Credentials and your Content. If your contact information, or other information relating to your account changes, you must notify Geodatix promptly and keep your information current. You are solely responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Geodatix of any unauthorized use of your account or if your email or password has been hacked or stolen. If you discover that someone is using your password or account without your consent, or you discover any other breach of security, you agree to notify Geodatix immediately at support@geodatix.com. Geodatix reserves the right to suspend or discontinue all or part of the Service at any time without prior notice.

b. Application. Subject to the terms and conditions of this Agreement, Geodatix grants to you a non-exclusive, non-transferable, revocable license to install and use the Application solely to use the Service on any iOS-based or other authorized mobile device (“Device”) that you own or control. You shall not modify, port, adapt or translate the Application software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Application software.

c. Restrictions. You acknowledge that Geodatix owns all right, title, and interest in the Service, the Application, the Site any other Geodatix software, and all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names related to the Service. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Service, the Application or the Site and all rights not expressly granted are reserved by Geodatix.

3. CONTENT

a. Your Content. You may upload Content to the Site or the Application in connection with your use of the Service. Geodatix does not verify, endorse, or claim ownership of any Content, and you retain all right, title, and interest in and to the Content. Such Content shall be stored and/or backed-up on Geodatix’s servers or on servers of trusted third parties as necessary for Geodatix to provide the Service, and in accordance with Geodatix’s then-current storage practices. Aside from the rare exceptions identified in the Privacy Policy, Geodatix will not share your Content with others without your permission.

b. Your Representations and Warranties Regarding Content. You represent and warrant that (a) you are the owner, licensor, or authorized user of all Content; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Geodatix, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising);

c. Geodatix Access to Content. You acknowledge that the Services are automated (e.g., Content is uploaded and submitted using software tools) and that Geodatix personnel may access any Content to perform the Services, including but not limited to the following: (a) during a Service interruption, as necessary to restore the applicable Content; (b) to troubleshoot any issue with the Service or to help improve the Service; or (c) as deemed necessary or advisable by Geodatix to ensure compliance with this Agreement or to conform to legal requirements or comply with legal process.

d. Sharing Content. The Service provides features that allow you to share Content with others or to make it public. There are many things that users may do with that Content (including copying it, modifying it, re-sharing it). Geodatix has no responsibility for such activity. You should consider carefully what you choose to share or make public.

4. DISCLAIMER OF WARRANTIES

a. You acknowledge that the Service and the Application rely on techniques that convert Content into proprietary formats in order to attempt to render images more quickly and efficiently than do other formats. While Geodatix strives to ensure that its conversion techniques do not alter any part of the Content, it does not guarantee that no alteration will ever occur or that what is displayed in the Application or on its Site will at all times be a real-time exact rendering of the Content given the effect of short time delays associated with Geodatix’s conversion techniques. Geodatix is not responsible for the accuracy, completeness, appropriateness, or legality of the Content, files, user posts, or any other information you may be able to access using the Service. Ultimately it is your responsibility to check that your Content as displayed on the Site or the Application is an accurate rendering of your Content as originally uploaded.

b. THE SERVICE AND THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. GEODATIX SHALL NOT BE RESPONSIBLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA OR CONTENT, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SITE OR APPLICATION.

c. TO THE FULL EXTENT PERMITTED BY LAW, GEODATIX, ITS AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, THE APPLICATION, OR THE SITE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEM INTEGRATION OR COMPATIBILITY, WORKMANLIKE EFFORT, LACK OF NEGLIGENCE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GEODATIX DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE, OR THAT GEODATIX’S SERVERS, SITE OR APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT GEODATIX’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO PERSONAL INFORMATION BY THIRD PARTIES.

d. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

5. LIMITATION OF LIABILITY

a. GEODATIX SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ACCESS CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONS, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE APPLICATION OR SITE AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF GEODATIX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b. GEODATIX’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THREE TIMES THE AMOUNT YOU PAID FOR THE SERVICE, IF ANY. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR AN APPLICATION MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

c. Your use of the Site and the Application may entail third-party costs (such as phone and data connection charges or data plan costs). Geodatix disclaims any and all liability for such charges and costs.

d. The limitations on liability in this Section are intended to apply to the warranties and disclaimers above and all other aspects of this Agreement. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state.

6. USE RESTRICTIONS

a. Prohibited Conduct. In connection with your access or use of the Service, you agree to comply with the following use restrictions. You agree not to misuse the Geodatix Services. For example, you must not, and must not attempt to, use the Site or Application to do the following things: (a) probe, scan, or test the vulnerability of any system or network; (b) breach or otherwise circumvent any security or authentication measures; (c) access, tamper with, or use non-public areas of the Site or Application, shared areas of the Site or Application you have not been invited to, or Geodatix (or our service providers’) computer systems; (d) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail- bombing any part of the Site or Application; (e) plant malware or otherwise use the Site or Application to distribute malware; (f) access or search the Site or Application by any means other than our publicly supported interfaces (for example, “scraping”); (g) send unsolicited communications, promotions or advertisements, or spam; (h) send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; (i) publish anything that is fraudulent, misleading, or infringes another’s rights; (j) promote or advertise products or services other than your own without appropriate authorization; (k) impersonate or misrepresent your affiliation with any person or entity; (l) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or (m) violate the law in any way, or to violate the privacy of others, or to defame others.

b. Content Monitoring. Geodatix does not generally monitor user activity occurring in connection with the Service and while Geodatix disclaims any responsibility to do so, it reserves the right to (i) screen, by mechanical means or otherwise, for objectionable information transmitted or shared by user on individualized portions of the Site or the Application, (ii) monitor the Content and, if considered objectionable in Geodatix’s sole discretion, to remove Content and/or remove any portion of the Site or Application personalized by you, from the Site or Application at any time without notice. If Geodatix becomes aware of any possible violations by you of Sections 3(b) (Your Representations and Warranties Regarding Content), 6(a) (Prohibited Conduct), or any other provision of this Agreement, Geodatix reserves the right to investigate such violations, and Geodatix may, at its sole discretion, terminate your use of the Service or change, alter or remove Content, in whole or in part, without prior notice to you.

c. Indemnification. You agree to indemnify and hold Geodatix harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from Content or your use of the Service, including any use that violates this Agreement.

7. PRIVACY

a. Privacy Policy. The terms of the Privacy Policy, which is located at www.geodatix.com/privacy, and the terms of this Section 7 govern Geodatix’s collection and use of your personal information in connection with the Service. If there is any conflict between the terms of the Privacy Policy or the terms of this Agreement, the terms of this Agreement shall control. Geodatix may make changes to the Privacy Policy from time to time, and such changes will be communicated to you in the text of the Privacy Policy. Please visit the Privacy Policy regularly for updates.

b. Collection and Storage of Your Personal Information. By using the Service, you agree and acknowledge that personal information collected about you through the Site or the Application or in any way in connection with the Service may be transferred across national boundaries for storage or process to any of the countries around the world. This includes the location or the universally unique identifier of any Device you use to access the Application and their phone number(s).

c. Communications from Geodatix. Geodatix may send to you service-related emails regarding the functionality or delivery of the Service.

d. Tracking. Your use of the Site and the Application or portions thereof may be tracked by Geodatix in order to provide better Service and for other purposes. You consent to such tracking, provided that Geodatix will not make available or disclose your identity (full name and email address) to any third party, as provided by the Privacy Policy.

8. SURVIVAL

All provisions of this Agreement, other than Section 2, will survive any termination or suspension of this Agreement.

9. GOVERNING LAW

By accessing and using the Service, you and Geodatix agree that all matters relating to this Agreement and your access to, or use of, the Service shall be governed by and construed in accordance with the substantive laws in force in the State of Tennessee without regard for its conflicts of law principles. All claims arising out of or relating to the terms of this Agreement or the Service or the Application or Site must be litigated exclusively in the federal or state courts of Hamilton County, Tennessee.

10. INTERNATIONAL USE

The Application and Service, including the information on the Application or the Site, are designed for users in North America. We make no representations that the Service is applicable to, or appropriate for, or available to users in locations outside of North America. Accessing the Application or the Site from territories where the content is illegal is prohibited. If you choose to access the Application or the Site from a location outside of the United States, you do so at your own initiative, and are solely responsible for compliance with local laws and all liability therefore. You agree to indemnify Geodatix from any violation by you of this provision. The export and re-export of the Application software may be controlled by the United States Export Administration Regulations. The software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the Application or Site. In addition, the Application software may not be distributed to persons on the Table of Denial Orders; the Entity List; or the List of Specially Designated Nationals.

11. CONNECTION TO THE INTERNET

The Application may cause your Device, without additional notice and on an intermittent or regular basis, automatically to connect to the Internet to facilitate your access to content and services that are provided to you by Geodatix. In addition, the Application may, without additional notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide immediate availability of these services even when you are offline. Whenever the Application makes an Internet connection and communicates with a Geodatix website, whether automatically or due to explicit user request, the Privacy Policy shall apply to that connection or communication. Additionally, unless you are provided with additional terms of use, this Agreement shall apply. Please note that the Privacy Policy allows tracking of website visits and it addresses in detail the topic of tracking and use of cookies, web beacons, and similar devices.

12. MISCELLANEOUS

You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Service. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect. Geodatix’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Geodatix in writing. Geodatix reserves the right, from time to time, with or without notice to you, to change the terms of this Agreement at our sole discretion. Your rights hereunder may not be assigned or transferred to any third party. This Agreement, including the Privacy Policy, constitutes the entire agreement between you and Geodatix and supersedes all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. Notwithstanding any other provision of this Agreement, Geodatix may change, suspend, add, or remove terms and conditions of this Agreement, or cease, change, suspend, add to, or remove the Service, Application or Site, or any portion of the Service, Application, or Site, at any time. If any future changes are unacceptable to you, you should discontinue using the Service, Application or Site. Your continued use of the Service, Application, or Site following the posting of notice of any such changes to a Geodatix web site will indicate your acceptance of the then current Agreement, and of any such changes. In no event will Geodatix have any liability as a result of making these changes.

If you have read all this, then you are more diligent that most.  If you wish to sign up for Q-Scribe and have any questions or concerns about these terms, please email us at support@geodatix.com and we’ll work to resolve your concerns.  Thanks for your interest in Q-Scribe..