HTS Terms of Usage

YOUTH INITIATIVE HOSTED TRANSCRIPTION SERVICE

We invite students, faculty, and staff from Canadian post secondary institutions to participate in a project testing a new Hosted Transcription Service. The project is sponsored by Canada’s Social Development Partnerships Program, administered through the Office for Disability Issues, Human Resources and Skills Development Canada.

The Youth Initiative and Hosted Transcription Service are made available with the explicit goal to help improve access to information for Canadians with Disabilities. By agreeing to participate in the project, you must agree to the following Terms of Use.

The Project Team is making available to you (“User”) access to the HTS and the Project Results. Your access to the HTS and the Project Results are being made available to you on the terms and conditions of the following agreement. Your use of the HTS and the Project Results signifies your acceptance of this agreement. If you do not agree to the terms of this agreement, do not use the HTS.

Article One. Definitions

PROJECT a specific research project titled Liberated Learning Youth Initiative. The project runs from January 2010 to March 2012. Sponsored by Canada’s Social Development Partnerships Program

HOSTED TRANSCRIPTION SERVICE (HTS) a speech recognition powered, research- grade system that automatically transcribes audio/video media to produce traditional and multimedia transcripts

PROJECT TEAM refers to the providers of the Hosted Transcription Service, the Liberated Learning Consortium, and partners in the Project

PARTICIPANTS refers to the users of the service – students, faculty, staff at Canadian post secondary institutions. PROJECT RESULTS means the transcription results of using the HTS

Article Two. License Grant, Use and Ownership

2.01 LIMITED LICENSE.

Subject to the terms and conditions of this Agreement, Project Team grants to User a non-exclusive, non-transferable license (without the right to sublicense) to use the HTS to obtain Project Results solely for purposes of testing and evaluation during the limited time period set out above.

2.02 EVALUATION FEEDBACK.

The purpose of this limited license is the testing and evaluation of the Project Results. In furtherance of this purpose, User shall provide feedback to Project Team in the manner described on the Project website as reasonably requested by Project Team, including identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). Feedback and other information which is provided by User to Project Team in connection with the Project Results or this Agreement may be used by Project Team to improve or enhance the HTS and, accordingly, User grants Project Team a non-exclusive, perpetual, world-wide, fully-paid royalty free license to the Feedback to use, adapt, copy, sell copies of, license and sublicense through multiple tiers, distribute, make available to the public and to otherwise exploit it.

2.03 OWNERSHIP.

As between the User and the Project Team, the Project Team shall own and retain all right, title and interest in and to the Intellectual Property Rights in the HTS. User does not acquire any other rights, express or implied, in the HTS. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO PROJECT TEAM. The Project Team does not acquire any interest in or to the audio/video files and the content of such audio/video files (the “Content”), which remain with the original owner. Any use or exploitation of the Content by the User may require a license from the owner of the Content.

2.04 CONTENT.

The User grants to the Project Team a limited license to the Content for processing by the HTS, solely for the purposes of producing Project Results and for the carrying out of the Project Team’s research related to the development of transcription technology. The User represents and warrants to the Project Team that it has all rights necessary to grant this license. IF THE USER IS NOT THE OWNER OF THE CONTENT OR DOES NOT HAVE A LICENSE FROM THE OWNER OF THE CONTENT, THE USER SHALL NOT UPLOAD ANY SUCH CONTENT.

2.05 NO SUPPORT SERVICES.

Project Team is under no obligation to support the Project Results in any way or to provide any updates to User.

Article Three. Term and Termination

Either Party may terminate this Agreement at any time for any reason or no reason by providing the other Party notice thereof, which notice may be given be Project Team posting on that portion of its website related to the Project. The Project Team may terminate the Project at any time for any reason and may terminate the User’s participation in the Project at any time for any reason. The rights of the Project Team set out in this Agreement shall survive termination or expiration of this Agreement for any reason.

Article Four. Liability and Warranty

4.01 LIMITATION OF LIABILITY

IT IS UNDERSTOOD THAT THE HTS, THE PROJECT AND THE PROJECT RESULTS ARE PROVIDED WITHOUT CHARGE FOR LIMITED EVALUATION PURPOSES. ACCORDINGLY, THE TOTAL LIABILITY OF PROJECT TEAM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $1. IN NO EVENT SHALL PROJECT TEAM HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF PROJECT TEAM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4.02 WARRANTY DISCLAIMER

IT IS UNDERSTOOD THAT THE PROJECT RESULTS, DOCUMENTATION, AND ANY UPDATES MAY CONTAIN ERRORS AND ARE PROVIDED FOR LIMITED EVALUATION ONLY. THE PROJECT RESULTS, THE HTS, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROJECT TEAM AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

User acknowledges that Project Team has not publicly announced the availability of the Project or the HTS, that Project Team has not promised or guaranteed to User that either or both will be made available to anyone in the future, that Project Team has no express or implied obligation to User to do so, and that Project Team may not introduce a product similar or compatible with the HTS.

Project Team specifically advises the User not to use the Project Results in any manner that would cause any damage to the User, the User’s software, systems, data in the event of a total failure of the Project Results.

4.03 INDEMNITY.

The User shall indemnify and hold each of the Project Team members harmless against any costs, claims, losses, harms, damages and any other liabilities of any nature whatsoever made by any third parties related to the User’s use of the HTS, the Project and the Project Results.

Article Five. General

5.01 GOVERNING LAW.

This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the Province of Nova Scotia, Canada without reference to conflict of laws principles. All such disputes shall be subject to the exclusive jurisdiction of the courts located in Nova Scotia, Canada, and the Parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

5.02 ASSIGNMENT.

User shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of Project Team. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. The user name and password assigned by the Project Team to the User is not transferrable.

5.03 MODIFICATION.

This is the entire agreement between the Parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each Party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.