TERMS OF SERVICE AGREEMENT
I (“Client”) agree to pay Boryana Emery (“Boryana Emery”) for any and all transcription work or other services performed by Boryana Emery (the “Work”) on my or my company’s behalf on audio material submitted by me (“Source Material”). Client has reviewed and agrees to the rates on Boryana Emery’s website for her services and agrees to pay for all work performed by Boryana Emery promptly and in full.
Client is fully aware and agrees that it is responsible for an accurate and truthful description of the audio contained on its Source Material. Regardless of Client’s description of the Source Material, in the event its description is inaccurate, the appropriate classification below will apply for all purposes hereunder, including rates. If Boryana Emery determines that her classification of any Source Material is different than the Client’s, she will notify the Client before proceeding with the Work. Client agrees that any work performed over five minutes on an individual file will be charged and paid for by Client. Any samples up to five minutes will not be charged to Client.
Client agrees and understands that pricing is based on the number of speakers in an audio file or source. Client also agrees and understands that audio variables might increase the price. Client also agrees and understands that the level of turnaround time may or may not impact the cost. Boryana Emery guarantees a 98% accuracy rate or higher for good audio. This is any Source Material that is clearly recorded in a controlled environment (preferably professionally) with one person either talking or interviewing one subject with minimal background noise interference and no media noise or defects. The format must be recorded digitally and made downloadable. Client understands that poor duplication procedures can lead to degradation of the original Source Material and could result in a higher price, depending on the degree of degradation. While Boryana Emery does her best to get the most accurate transcript possible regardless of the quality of audio, client should be aware that any audio that does not meet the previous criteria may impact the quality of the transcript and cause it to drop below the 98% accuracy rate. If for some reason, the client is not satisfied with his/her transcript and thinks it falls below the 98% accuracy rate and it was good audio, client has one full month to notify Boryana Emery so that she can examine the discrepancy.
The burden of proof rests with Client and Client realizes and accepts that no transcript is ever “perfect.” Judgment calls have to be made on punctuation, spellings, grammar, etc. Furthermore, often the spoken word consists of run-on sentences and other grammatically incorrect language. Boryana Emery does not correct grammar, unless specifically requested. She only transcribes what is on the Source Materials. If her accuracy rate is indeed below 98%, Boryana Emery will correct the mistakes free of charge.
All Source Materials are subject to Boryana Emery’s acceptance, which she may exercise in her sole and absolute discretion. Boryana Emery has the right to reject, in her sole and absolute discretion, any Source Material for any reason whatsoever, including without limitation that it is considered to be of such poor quality that: 1. transcription is not possible or 2. the project is beyond Boryana Emery’s resources. If the audio quality of any Source Material appears to be different than the quality represented by Client, Boryana Emery will contact Client and discuss this discrepancy and a possible increased rate. If the parties are unable to agree on the appropriate rate, Boryana Emery may decline to work on the project and, in such case, all Source Materials will be returned and no Work will be performed by Boryana Emery.
If the source audio appears to have a large number of inaudibles or questionable words, Boryana Emery will contact the client with a five-minute sample. All work will stop for that particular file until the client has notified Boryana Emery if he/she would like to proceed with the file. If the client would prefer to not proceed, Boryana Emery will not charge the client for the first five minutes of the sample transcript. Any audio that is completed that is over five minutes of audio on a file will be charged to the client.
Client acknowledges that Boryana Emery bills per minute of recorded audio and not on page count, number of characters, or work hours. Any additional seconds that do not make up a full sixty (60) seconds are billed as a minute. Client agrees to pay the rates prevailing at the time the Work is requested as set forth in the Rates section of Boryana Emery’s website. Payment is due upon delivery of the Work to Client. Clients have the option of paying by credit card, check, or via PayPal. For clients who are paying by check and have not paid within 60 days, Boryana Emery reserves the right to charge a late fee equal to 15% of the billed amount. An additional late fee of 15% will be added after each 30-day billing cycle that the original billed amount remains unpaid.
This agreement commences as of the date of the first online registration process executed by the Client and terminates upon the termination date of the last service contract in effect between the parties. The initial term (the “Term“) of each service contract will be for a period of twelve (12) months from the date of commencement of service(s) (as defined in the applicable Terms of Service), unless otherwise agreed to by both the parties.
Boryana Emery acknowledges that by reason of her relationship with Client, it may have access to certain information and materials contained in Source Materials in relation to the Client’s business, products, services, clients and marketing strategies that are confidential and of substantial value to the Client (“Confidential Information”). Boryana Emery undertakes not to use in any way for her own account nor for the account of any third party, nor disclose to any third party such Confidential Information revealed to her by Client unless and until required by court order or other legal process to do so or such information passes into the public domain. Any transcribed work will be held for a period of no longer than six weeks in order to accommodate client’s request for additional copies in case of loss or destruction of the original transcript. All sound and/or video files and transcripts will be shredded after the stated six-week period. No information provided by way of transcription will be stored on computers for more than six weeks, and any sound files shall be deleted upon completion of the Work.
Client shall not copy, upload, post, publish, transmit, reproduce or distribute in any way, information or other material which is protected by a copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or the right holder or violate any individual’s/organization’s right of privacy, right of publicity or other rights. The Work and any work product of the Work shall be used solely for lawful purposes only. Client agrees that it will not use the Work or any work product of the Work in any way that is, or is reasonably likely to be, harmful either to Boryana Emery’s customers, or operations or her reputation.
While Boryana Emery strives for a 98% accuracy rate or better for audio that is properly recorded, Client agrees to release and hold Boryana Emery harmless of any Claims or damages that may occur from the publication, quotation, distribution, public use or any other use of a quotation from the Work that may contain a typographical or factual or other error or even quotations that are without error. Client agrees that it is its responsibility to proofread and confirm the accuracy of a transcript before information from a transcript is published or printed or otherwise used and Client will not take any action against or include or implicate Boryana Emery as a defendant in any litigation arising out of or related to Client’s use of the Work.
Client hereby indemnifies and holds Boryana Emery harmless from and against any and all Claims or threat of Claims and damages against Boryana Emery arising out of or related to Client’s Source Materials and any use of the Work based thereon.
Boryana Emery shall not be held liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, by the Client or any third party, whether in an action in contract or tort or strict liability or other legal theory, even if Boryana Emery has been advised of the possibility of such damages. If Client is dissatisfied with the Work, Client’s sole and exclusive option is to have Boryana Emery correct mistakes in the Work. Boryana Emery’s sole liability for any Claim or loss, damage or expense from any cause whatsoever arising out of or related to this agreement, the Work or any Source Materials, shall in no event exceed sums actually paid to Boryana Emery by Client. Boryana Emery shall not be liable for any failure or delay in performing its obligations hereunder, if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or labor disturbance, interruption of or delay in transportation, or inability to obtain raw materials, supplies or power used in, or the equipment needed for the provision of the Work.
Client acknowledges that checking the box, “I agree to the Terms of Service” creates a complete and binding agreement between Client and Boryana Emery and binds Client to the Terms of Service listed in this document in which all prior or contemporaneous agreements are merged. During the Term of this agreement, each instance of provision of services hereunder shall be subject to these Terms of Service. Boryana Emery reserves the right to make changes to this Terms of Service agreement from time-to-time. Any such modifications made to it can be found on the current Boryana Emery website. This agreement is not assignable by either party. To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement will not be affected thereby and will remain in full force and effect. All indemnifications and limitations on liability will survive any termination or expiration of this agreement. This agreement and any Claim related directly or indirectly to this agreement shall be governed and construed in accordance with the laws of the State of Texas (without giving regard to the conflicts of law provisions thereof). No such Claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of Texas located in Atascosa County or in the United States District Court for the Western District of Texas, and each of the parties hereby submits to the jurisdiction of such courts. Each of the parties hereby waives on behalf of itself and its successors and assigns any and all right to argue in any legal action that this choice of forum provision is or has become unreasonable.