Customer Agreement

Service Agreement

This Babbletype Service Agreement (the "Agreement") describes the terms and conditions on which Babbletype ("we" or "our company") offer services to your business ("Customer" or "You"). By placing an order for or using  Babbletype services, Customer agrees to be bound by the following terms and conditions.

1. Eligibility for Babbletype Services.
   Our Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts under applicable law. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of Babbletype, and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.
    
2. Babbletype Services
   Subject to the terms and conditions of this Agreement, Babbletype makes certain Services available to Customer. For the purposes of this Agreement: (a) "Customer" (or "you") means the business entity that is registering to use the Services, including its employees and agents; (b) Babbletype "Services" means those services offered by Babbletype. Babbletype reserves the right to change or discontinue any of the Services at any time.
    
3. Customer Information
   Customer represents and warrants that the information it provides in Babbletype contact information or order forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, Babbletype will have the right to suspend or terminate Customer’s account and this Agreement.
    
4. Customer Account
   
   
   4.1 Authorized Users.
   Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer’s account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.
   
   4.2 Responsibility for Access
   Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer’s account, unless such access to or use of the Services is the direct result solely of the gross negligence of Babbletype.
   
   4.3 Responsibility for User IDs and Passwords
   Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID’s and passwords, and are responsible for all activities that occur under your account.
   
   4.4 Notification of Unauthorized Use
   Customer will immediately notify Babbletype if Customer notices any activity indicating that Customer’s account is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer’s account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
   
    
5. Customer Data
   Customer has sole responsibility and liability for the data its stores on Babbletype’s servers. Babbletype encourages Customer to always retain copies of all provided data and recordings, etc.; Customer bears full responsibility for retaining copes and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. Babbletype will delete Customer data upon termination of this Agreement. Babbletype also delete Customer project data routinely after work completion, and also deletes customer project data on request. However, Babbletype may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
   
   
   5.1 Special Circumstances
   Babbletype will provide access to the Services and Customer’s account to an agent of Customer ("Authorized Agent") who provides Babbletype with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by Babbletype in its sole discretion. Customer expressly and irrevocably agrees that Babbletype may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer’s account. In no event will Babbletype be liable to Customer or any third party for Babbletype’s reliance on such letter or such apparent authority.
   
    
6. Fees And Payments
   Babbletype’s fees ("Fees") can be found at http://www.babbletype.com/3/pricing. Babbletype does not collect and is not responsible for any additional fees imposed by Customer’s local authorities, including without limitation: Import or state tax. Customer shall pay any and all Fees in advance to the appropriate authorities. Customer will receive an invoice by mail after order delivery. In the event that Customer fails to pay Fees due, Babbletype reserves the right to suspend or terminate Customer’s account(s), according to section 13 on Termination below.
    
7. Acceptable Use
   
   
   7.1 Illegality/Adult Content/Wrongful Conduct
   Babbletype neither sanctions nor permits service delivery related to content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation. Babbletype reserves the right to immediately suspend or terminate any account or service delivery activity that violates this policy, without prior notice. Customer shall not commit or permit wrongful or damaging acts which justify civil action including, but not limited to, defamatory, scandalous, or private information about a person without their consent or intentionally inflicting emotional distress.
   
   7.2 Copyright or Trademark Infringement
   Babbletype Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party’s material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any content being provided for the Services and you further represent and warrant that no content violates the trademark or rights of any third party. Babbletype reserves the right to suspend or terminate a Customer’s account(s) that, in Babbletype’s discretion, violates these policies or violates any law or regulation.
   
    
8. No Warranty
   You expressly understand and agree that: (a) your use of the Service is at your sole risk. Babbletype Services are provided on an "as is" and "as available" basis. Babbletype and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. Babbletype and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content; (b)  Babbletype makes no warranty that (i) the Service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any limitations to or problems with our services will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material; (e) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions.
    
9. Indemnity
   You agree to defend, indemnify, and hold harmless Babbletype, its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your breach of this Agreement or other Babbletype policies, terms and conditions.
    
10. Limitation of Liability
    Your use of Babbletype Services is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that Babbletype shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the Service.In no event will Babbletype’s liability arising out of or in respect of these terms and conditions exceed the price you have paid for the Services causing the claim.
     
11. Modifications to Agreements, Policies or to our Services
    We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service. Further, you acknowledge that Babbletype may change fees at any time without notice.
     
12. Termination
    
    
    12.1 Without limiting other remedies, Babbletype may immediately issue a warning, suspend either temporarily or indefinitely, or terminate Customer’s account and refuse to provide Services to Customer if: (a) Babbletype believes that Customer has violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer has failed to pay fees or other payments due to Babbletype; or (c) Babbletype is unable to verify or authenticate any information Customer provides to Babbletype; or (d)  Babbletype believes that Customer’s actions may cause legal liability for Customer, Babbletype’s other clients, or Babbletype.
    12.2 The Sections 6 ("Customer Data"), 9 ("No Warranty"), 10 ("Indemnity"), 11 ("Limitation Of Liability") and this Section 13 will survive any termination of this Agreement.
    
     
13. Miscellaneous
    These terms and conditions will be governed by and construed in accordance with the laws of the State of Pennsylvania, excluding that body of law governing conflict of laws. Any legal action or proceeding relating to or arising out of these Terms or your use of the Web site will be brought in a federal or state court in Delaware County, Pennsylvania, and you submit to the venue and personal jurisdiction of such court. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Babbletype’s failure to act with respect to a breach by Customer or others does not waive Babbletype’s right to act with respect to subsequent or similar breaches. No action by Customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
    
    
    13.1 Relationship
    Customer and Babbletype are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
    
    13.2 Assignment
    Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.
    
    13.4 Force Majeure
    Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond Babbletype’s control.
    
    13.5 Interpretation
    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    
    13.6 Babbletype Confidential Information
    You represent and warrant to Babbletype that (a) you are not a competitor of Babbletype, (b) you shall keep publicly unannounced information and materials pertaining to Babbletype Services strictly confidential and (c) you shall not use any information gained from use of the Babbletype Services to compete with Babbletype in its business.
    
    13.7 Except for other agreements or terms appearing on the Web site, this Agreement and the information contained on the Pricing page our the Babbletype web site (http://www.babbletype.com/3/pricing) set forth the entire understanding and agreement between us with respect to the subject matter hereof.

ADDITIONAL INFORMATION

Any questions relating to our Legal Agreements and Policies may be directed to administration@babbletype.com.