TypeWell Software End-User License Agreement (EULA)

Last Updated:
April 19, 2023

NOTE: Please consult the license agreement displayed in your TypeWell software program for the most up-to-date language. Click Show License Agreement under the Help menu.

END USER LICENSE AGREEMENT

This End User License Agreement ("Agreement") is a legal document between you ("User") and Catalina Solutions, LLC, d/b/a TypeWell (“TypeWell”).  It is important that you carefully read this document before using the TypeWell-provided software ("Software") and any accompanying documentation, including, without limitation printed materials, 'online' files, or electronic documentation ("Documentation").

Use of all Software is subject to license restrictions.  By installing or otherwise using the Software, you agree to be bound by the terms of this Agreement, as well as TypeWell’s Terms of Use and Privacy Policy including, without limitation, the warranty disclaimers, limitation of liability, data use, and termination provisions below.  TypeWell’s Terms of Use and Privacy Policy are hereby integrated into this Agreement via reference.

You agree that this Agreement is enforceable like any written agreement negotiated and signed by you, regardless of whether the User made any payments or whether the licenses were “evaluation” or “trial” licenses.  If you do not agree, you are not licensed to use the Software, and you must destroy any downloaded copies of the Software in your possession or control.  Any additional or different terms and conditions in User’s purchase order shall not apply.

1.  Definitions

As used in this Agreement:

• “Transcriber(s)” means individuals who have attempted and/or successfully completed TypeWell’s Transcribing Course and thereafter provide real-time, voice-to-text transcripts to readers by using the Software.
• “Software” means TypeWell’s proprietary transcription software used by Transcribers.
• “Account(s)” means a Transcriber’s various accounts with the Website - including the Application Account, Training Account, and Transcriber Account.
• “User(s)” means Transcribers.
• “Website” means TypeWell’s website located at https://www.typewell.com.

2.  License

TypeWell hereby grants the User a limited, non-exclusive, and non-sublicensable license to install, load, store, execute, and use the Software in executable object code form for personal use on one computer at one time.  User acknowledges and agrees that the Software must only be used in conjunction with a valid and current license key provided by TypeWell.  User agrees not to use Software on any computer other than the one for which this license key applies.  The Software may be transferred to a different computer up to two (2) times within a twelve (12) month period of time.

TypeWell reserves the right at any time, without liability or prior notice, to change the features or characteristics of the Software, this Agreement, or the Software documentation and related materials. User’s breach of any of the terms or conditions contained within this Agreement will result in the immediate termination of your license to install, load, store, execute, and use the Software.

User acknowledges and agrees to prevent anyone from using TypeWell’s Software other than those who: 1) are directed by TypeWell to use the Software as part of the Transcribing Course; or 2) graduated from TypeWell’s sanctioned Basic Skills Course or Refresher Course in the last two years; or 3) successfully completed TypeWell’s sanctioned Basic Skills Course or Refresher Course more than two years ago and since then have used the Software continuously, with no hiatus of longer than one (1) year.  Further, User acknowledges and agrees to prevent a third party from using TypeWell’s Software if the third party’s TypeWell Service Qualification has been revoked, according to the User’s Educational History Page found at https://user.typewell.com.

In order to refresh the Software license key and/or download updates for the Software, User acknowledges and agrees to update User’s Account on TypeWell’s Website at least once every twelve (12) months to track the use of TypeWell’s Software.  If a User purchases a Software license to be used by a third party, the User must provide TypeWell with the name(s) of each individual third-party user at the sole request of TypeWell.  More than one User may use a computer for which the TypeWell’s Software key applies.  Every User is bound by all the terms of this Agreement, including the requirement that each User has graduated from TypeWell’s sanctioned Basic Skills Course or Refresher Course.

User acknowledges and agrees that User shall not use TypeWell’s TypeWell Everywhere program to provide real-time communication access without the prior written consent of TypeWell.  TypeWell's written consent may apply when TypeWell’s TypeWell Transcriber program is not able to integrate with a third parties’ platform, or where the User is required to type directly into a third-party software program.

User acknowledges and agrees that User is prohibited from copying, making derivative works of, modifying, publicly performing, publicly displaying, streaming, exploiting, broadcasting, translating, reverse engineering, decompiling, adapting, distributing, reproducing, republishing, scraping, transmitting, selling, posting, or hacking the Software, in whole or in part, without the prior written consent of TypeWell. Notwithstanding the foregoing, decompiling the Software is allowed where the law provides you with a non-waivable right to enable interoperability with other software products.

You are permitted to make a single copy of the Software in machine readable and compiled form for backup purposes only. To be eligible, any backup copy of the Software must be stored on physical media and must be marked as “backup.”

User acknowledges and agrees that the Agreement applies to the Copyright 2005 https://Xiph.Org Foundation audio libraries in TypeWell Training.

3.  License Restrictions

a.  User acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of TypeWell. Accordingly, User agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sublicense, lease, rent, sell, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, frame, emulate, clone, circumvent, or otherwise attempt to derive the source code of the Software; or (v) otherwise use the Software except as expressly allowed in this Agreement.

b.  User acknowledges and agrees that the Software, including but not limited to its source code, and the Documentation are owned or licensed property of TypeWell and are © 2023 Catalina Solutions, LLC, d/b/a TypeWell.  User acknowledges and agrees that all trademarks, trade names, service marks, design marks, and logo marks contained within the Software are the owned or licensed property of TypeWell. User is hereby prohibited from using the trademarks, trade names, service marks, design marks, and logo marks of TypeWell, or any colorable imitation thereof that is likely to cause confusion, without the prior written consent of TypeWell.

c.  User shall comply with all applicable export and import control laws and regulations in its use of the Software and, in particular, User shall not export or re-export the Software without all required United States and foreign government licenses. User understands that access and use of the Software from outside the United States may constitute export of technology and technical data that may implicate export regulations and/or require export license.

d.  TypeWell retains exclusive ownership of all worldwide copyrights, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Software and documentation, including any derivative works, modification, updates, or enhancements. All rights in and to the Software not expressly granted to User in this Agreement are reserved by TypeWell. Unless otherwise stated in this Agreement, nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of TypeWell existing or future intellectual property rights.

e.  User shall not use the Software in any way that violates any local, state, federal or law of other nations, including but not limited to using the services in any manner that may violate third party rights.  TypeWell does not monitor or edit any transmissions, postings, routings or other materials which User may send, post, route, transmit or otherwise move through or with the Software.

f.  TypeWell reserves the right to discontinue supporting previous versions of the Software.  Users with previous versions of the Software shall either: (1) upgrade to the latest version of the Software, or (2) upgrade to a paid support contract with TypeWell for an older version of the software.  If User installs upgrades to TypeWell’s Software, User acknowledges and agrees to discontinue using previous versions of TypeWell’s Software.

g.  User understands that installing the Software onto a third party’s computer without that third party’s consent may constitute a violation of civil or criminal law, including but not limited to a violation of the Computer Fraud and Abuse Act codified at 18 U.S.C. § 1030 or the Stored Communications Act codified at 18 U.S.C. § 2701 et seq. User acknowledges and agrees that TypeWell will not be held liable for User’s violation of any civil or criminal law through User’s use of the Software, and User is advised to obtain the express written consent of all third parties before installing the Software on a third party computer. User agrees to hold harmless and indemnify TypeWell for any and all claims, demands, causes of action, debts, liabilities, damages, costs, or expenses, including costs and reasonable attorneys’ fees, arising out of or in relation to User’s installation or use of the Software on a third-party’s computer without their written consent or authorization. User’s license to install, load, store, execute, or use the Software is expressly made conditional upon User’s compliance with this section.

4. Warranty Disclaimer

THE SOFTWARE IS PROVIDED AS IS WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FUNCTIONALITY. USER RECOGNIZES THAT THE AS IS CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH LICENSOR WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. LICENSOR AND THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SOFTWARE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF THIRD PARTIES WHATSOEVER. USER ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. ANY ATTEMPT BY LICENSOR TO MODIFY THE SOFTWARE WILL NOT BE DEEMED TO BE A WAIVER OF THIS DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY.

5.  Limitation of Liability

LICENSOR SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF LICENSOR HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. LICENSOR DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR IN, OMISSION OF, INTERRUPTION OF, DELETION OF, DEFECT IN, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY DATA. USER BEARS THE SOLE RESPONSIBILITY TO PROTECT AND BACKUP USER’S DATA, NETWORK, HARDWARE SYSTEMS, SERVERS, SOFTWARE, COMPUTERS, OPERATING SYSTEMS, AND SECURITY SYSTEMS. UNDER NO CIRCUMSTANCES SHALL LICENSOR AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY USER UNDER THIS AGREEMENT. USER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

6.  Indemnification

User shall defend, indemnify and hold harmless TypeWell, its officers, directors, contractors, agents and employees, from any and all claims or causes of action arising out of use of or related to the Software, and pay any and all damages and expenses (including but not limited to attorneys’ fees incurred by TypeWell and/or third parties) in connection therewith. TypeWell reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with the TypeWell in asserting any available defenses. User agrees that User’s obligation to defend, indemnify, and hold harmless TypeWell will survive the termination or failure of this Agreement and his or her use of the Software.

7.  Termination

This Agreement is effective unless terminated by TypeWell at any time for any breach of this Agreement. User may terminate this Agreement at any time by destroying all copies of the Software in User’s possession and deleting the Software from User's computer system and other storage media or by returning all such copies to TypeWell. This Agreement and User’s right to use this Software automatically terminates if User breaches this Agreement.

If TypeWell discovers any misuse or breach of this Agreement, TypeWell may revoke the license from any User.  Further, TypeWell may revoke a User’s service qualifications to use TypeWell’s transcription Software when the User has committed direct or indirect breach of this Agreement.

8.  Rights on Termination

TypeWell has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of Software or Documentation.  Sections 4 (Warranty Disclaimer); 5 (Limitation of Liability); 6 (Indemnification); 8 (Rights on Termination); 9 (Legal Compliance); and 10 (Miscellaneous Terms and Conditions)  will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.

9.  Legal Compliance

TypeWell may suspend or terminate use of Software and this Agreement immediately upon receipt of any notice which alleges that User has used the Software for any purpose that violates any local, state, or federal law or the law of other nations, including but not limited to using the services in any manner that may violate third party rights.  In such event, TypeWell may disclose the User’s identity and contact information if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and TypeWell shall not be liable for damages or results connected therewith. User expressly agrees not to bring any action or claim against this TypeWell for such disclosure.

10.  Miscellaneous Terms and Conditions

a.  User acknowledges that TypeWell will periodically transmit information to register the Software with its license server via electronic transfer through the HTTP and HTTPS protocols. This information transfer is done to register the Software and to collect system specific information for license validation purposes. TypeWell acknowledges that the information collected is confidential and will not be distributed to any third party.

b.  User acknowledges TypeWell will not issue refunds once a license key is issued.

c.  User is expressly prohibited from assigning User’s rights or obligations under this Agreement without TypeWell’s prior written consent. TypeWell may assign its rights under this Agreement at any time, including but not limited to in a sale of TypeWell or the Software.

d.  This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and hereby supersedes all prior agreements, statements, or representations. This Agreement will only be modified by a writing signed by both parties.

e.  This Agreement will be governed by and interpreted in accordance with the laws of the State of Arizona and the federal law of the United States of America, without regard to the conflicts of laws rules thereof.

f.  USER AND LICENSOR AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS AGREEMENT. THIS ARBITRATION WILL BE HELD IN ARIZONA AND WILL BE HELD IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF ARIZONA AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS’ FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. USER AND LICENSOR AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF ARIZONA THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. USER AND LICENSOR AGREE THAT THE PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF ARIZONA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. USER AND LICENSOR HEREBY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.

g.  No waiver of rights under this Agreement by either party will be recognized unless made in writing and signed by the party to be charged.

h.  A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.