Last Updated: May 15, 2020

1. Acceptance of Terms & Conditions (Terms as a Contract)

1.1. TimeCloud-Member Relationship. These Terms & Conditions and the TimeCloud Privacy Policy (combined referred to as "Agreement") govern the relationship between TimeCloud, Inc. ("TimeCloud") and you ("you", "your", or "Member"), and your use of and access to the website or services ("Services") provided by TimeCloud.

1.2. Agreeing to the Terms. To begin use of Services, you must agree to the Terms disclosed herein. To agree to the Terms, click to accept the Terms where this option is given during the registration process. Any use of the Services constitutes a confirmation of acceptance by Member to this Agreement, and therefore constitutes a legally binding contract. Once you have agreed to the Terms and Conditions contained herein and the Privacy Policy, you are considered a Member regardless of whether you subsequently use the TimeCloud service.

1.3. Legal Age & Contractual Capacity. All Services are provided by TimeCloud for use by persons age eighteen (18) or older, and an individual or entity legally capable, by U.S. law, of entering into a legally binding contract with TimeCloud. Acceptance of the Agreement represents admission of authorization of legal age, signatory capacity and that all registration and personal information given to TimeCloud is true, accurate, and current. At its discretion, TimeCloud reserves the right to terminate its relationship with any Member who is found to have submitted inaccurate information or misrepresented themselves in any manner.

1.4. Amendments to the Agreement. The Agreement may be amended at any time by TimeCloud. An updated version of the Agreement will be posted to the TimeCloud website to inform Member. The most recent Agreement will take precedence and replace all prior agreements between TimeCloud and Member. If Member no longer accepts the new Agreement, member must terminate use of all Services immediately.

2. TimeCloud License

2.1. License to Member. Through this Agreement, TimeCloud provides Member with a non-exclusive license to use the Services made available to you through your TimeCloud account. This license allows Member use of the Services solely in the manner permitted by this Agreement. License is only active while your account is in good standing and as permitted by this Agreement.

2.2 Software Access/Use Restrictions. Member will not copy, translate, modify, reuse, disassemble, decompile or reverse engineer any aspect of the Services, or transmit the software to any third-party unless TimeCloud has given written permission to do so. Additionally, Member may not use non-TimeCloud software to access the Services.

2.3 Transfer of License. Member may not transfer, assign, rent, lease or sublicense his/her rights to use the Services to another party unless TimeCloud has given written permission to do so.

3. Condition of TimeCloud Services (Management of Accounts)

3.1. Affiliates. Member agrees to allow any and all affiliates and/or subsidiaries to work in conjunction with TimeCloud in order to provide you with Services.

3.2. Account Access. TimeCloud and its affiliates and/or subsidiaries reserve the right to access Member's account content if it is necessary to correctly process a transcript, assist with customer service, process subscription payments, enforce this Agreement, investigate and/or address any security or technical issues, or if TimeCloud believes this access is necessary to act in accordance with a legal or governmental request.

3.3. Account Storage. Member acknowledges that TimeCloud may not currently have a fixed maximum limit on the number of media files allowed within Member’s. At its discretion, TimeCloud may create limits on use and storage at any time. Your account content, including personal information, may be stored and processed in a TimeCloud facility or a facility of its agents in the United States.

3.4. Storage Responsibility. TimeCloud assumes no responsibility or liability for the failure to store or transmit Member's account content, or for the deletion of this content.

4. Use of TimeCloud Services

4.1 Equipment Requirements. TimeCloud Members must provide all equipment required to use the TimeCloud service. TimeCloud does not provide Internet services. Member must also install, download or access the necessary software from TimeCloud, if required. TimeCloud may automatically update software as needed without notice, or require an update to be downloaded and installed prior to continued use.

4.2 Members Agreement to Use. By accepting the Agreement, Member agrees to the following regarding use of Services:

• Services will only be used as is permitted by the Agreement and any law, regulation or guideline in appropriate jurisdictions.
• Services will not be accessed or attempted to be accessed through any means other than the user interface provided by TimeCloud, including through any automated means. This includes, but is not limited to, any attempt to breach security features, to probe or test the website's defenses, or to access any TimeCloud system or network for which the Member has no authorization.
• Member will not access content, data, or accounts for which the Member has no authorization.
• Member will not act in any way that leads to the interference or disruption of Services or any equipment connected with running the Services.
• Member will not copy, duplicate, reproduce, trade, sell, resell, market, publish or exploit any Services or elements of the TimeCloud website at any time.
• Member will not use TimeCloud's Services or systems to attempt to gain unauthorized access to other computer systems.
• Member is completely responsible for any violation of the Agreement and is liable for all consequences that may result from such a violation. This includes any loss or damage suffered by TimeCloud as a result of Member's violation.

4.3 Criminal/Civil Liabilities. Any Member who violates any stipulation of the Agreement may be subject to the full extent of the law, including holding said person to civil and/or criminal liability. TimeCloud will cooperate directly with appropriate law enforcement in the case of any investigation related to a violation of the Agreement.

5. Password Confidentiality & Account Security

5.1. Password Confidentiality. As a Member, you agree and understand that you are responsible for maintaining the confidentiality of any passwords or PINs which may gain access to your account and the services provided by TimeCloud. In the case of any unauthorized use of your account, password or PIN, you agree to immediately inform TimeCloud of this activity.

5.2. Account Security. For any loss incurred as a result of unauthorized use of your account, password or PIN, whether known or unknown, TimeCloud will not be held liable. You are solely responsible to TimeCloud for all activities that may occur under your account. Member has the opportunity to change your password at any time in the account settings section of Member's account.

6. Privacy & Personal Information

6.1. Privacy Policy. Member agrees to the terms of TimeCloud's Privacy Policy. This policy details TimeCloud's personal information data gathering methods and how TimeCloud protects your privacy and data. By accepting the Agreement, you consent to the collection of your personal information and approve the use of your data within the constructs of TimeCloud's Privacy Policy. If the Terms of Service and the Privacy Policy are in disagreement, the Terms of Service will preside.

7. Proprietary Rights & Intellectual Property

7.1. TimeCloud's Proprietary Rights. Member recognizes and agrees that all legal rights and title to the Services are owned by TimeCloud or its licensors, including all intellectual property rights contained therein.

7.2. TimeCloud's Intellectual Property. The use of TimeCloud's brand names, logos, domain names, trademarks, service marks, copyrighted materials, patents or any other brand elements unique to TimeCloud and its Services is strictly prohibited, unless you have entered into a written agreement with TimeCloud detailing otherwise. If such an agreement exists, brand elements approved for use must be handled in compliance with the guidelines specific to that agreement.

7.3. Member's Proprietary Rights & Intellectual Property. TimeCloud recognizes and agrees that it has no legal rights or title to any Member-generated content, including audio recordings, video recordings, transcripts, personal information, or any intellectual property rights contained therein. TimeCloud is not required or obligated to protect and/or enforce rights owned by Member.

7.4 Member Feedback & Rights. Your participation in submitting ideas or feedback to TimeCloud assigns to TimeCloud all rights, title and interest to such changes or enhancements and all property rights contained therein, including, but not limited to, all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

7.5. TimeCloud Use of Member Feedback. Member agrees that all feedback submitted to TimeCloud may be used in press releases, customer testimonials, and as a reference in marketing and sales initiatives by TimeCloud.

7.6. Transcription Permission. By using audio or video content, you give TimeCloud irrevocable permission to transcribe Member-generated content for the purpose of providing text transcripts or subsequently generated Gist visualizations to Member for personal use and/or Member-initiated distribution, and for display in password protected Member account. Transcripts produced may be generated via fully machine-based speech recognition systems or via human-based or crowd-sourced transcription services.

7.7 TimeCloud's Handling of Content. In order to perform the necessary steps to process Member-generated content to provide the Services to Members, TimeCloud may transmit or distribute this content via public networks or media. Additionally, it may be necessary to make changes to this content in order to adjust it to fit the technical requirements of processing the content. TimeCloud will encrypt all Member content before transmitting or distributing for processing purposes. Member agrees to permit TimeCloud to take these actions.

8. Service Subscription

8.1. Subscription Payments. Once the Free Trial, if provided by TimeCloud, has ended, Member is obligated to pay all subscription fees by due dates determined by TimeCloud. Once you have confirmed acceptance of the subscription, TimeCloud may move to verify Member's credit if appropriate. Member gives approval for such credit verification.

8.2. Storage of Payment Information. Member gives TimeCloud permission to store credit card numbers or other forms of payment information for the purpose of processing periodic subscription payments. Member has the right to update stored payment information at any time within their password-protected account.

8.3. Subscription Fees. Subscription fees are subject to change at the discretion of TimeCloud. All Members will be given written notice in advance of any changes. If Member does not agree to subscription fee changes, Member reserves the right to cancel the subscription without penalty.

8.4 Free trials and promotion periods. If a subscription commences with a free trial or a promotional period, Member will have the right to cancel the subscription prior to the end of the trial period. If TimeCloud does not provide you with an online cancellation mechanism, then Member may exercise this cancellation right by contacting TimeCloud. TimeCloud will email Member prior to the end of the free trial or promotional period to remind Member that the trial or period is coming to an end, and give Member an opportunity to cancel before the commencement of the paid period. If Member does not cancel, TimeCloud will bill Member at the end of the free trial or promotional period, and Member’s subsequent cancellation rights will be in accordance with the terms specific to the subscription.

9. Member Conduct

9.1. Appropriateness of Content. Member agrees that the contents of his/her account are not endorsed by TimeCloud. All content is subject to any applicable local, state, national or international laws and regulations. When content violates such laws or regulations, the creation and/or distribution of said content via TimeCloud's Services is prohibited.

10. Subscription Termination

10.1. Termination By TimeCloud or Member. Member's subscription may be terminated at any time, for any reason by either the Member or TimeCloud. To terminate your subscription, Member must contact TimeCloud's Customer Service at www.gistify.ai or support@gistify.ai, or Member can cancel their account via the Gistify website directly.

10.2. Deletion of Content for Expired Accounts. If Member's account should expire, for example if payment is overdue, TimeCloud has the right to delete account content. To keep access to account content, Member must renew subscription before the end of 30 days.

10.3. Account Access Upon Termination. Upon termination of your subscription, you will no longer be granted access to your account or any content contained therein effective immediately. Closed account content may remain archived for back-up purposes within the TimeCloud system for a period of time to be determined by TimeCloud.

10.4. Termination of Agreement. The termination of a subscription is also the termination of the Agreement, relieving TimeCloud and ex-Member of any obligations or rights contained therein, except where such obligations or rights are stated to continue indefinitely.

10.5. TimeCloud's Waiver of Rights. If TimeCloud should fail to implement and/or enforce any portion of this Agreement, it will not constitute a waiver of any rights or provisions laid out in the Agreement, unless such a waiver is agreed to by TimeCloud in writing.

11. Exclusion of Warranties

11.1. Use At Member's Risk. Member acknowledges and agrees that the Services are provided "As Is" and "As Available" without warranty of any kind. Use of the Services and any related software is done solely at the Member's own discretion and risk. TimeCloud is not responsible for any damage to Member's computer system or other device, or for the loss of any data as a result of downloading any necessary materials or software, even if TimeCloud has been advised of the possibility of such damages.

11.2. Exclusion of Warranties. TimeCloud does not certify, warrant, or guarantee:

• That the Services will meet your requirements or expectations
• That the Services will be continuously available, timely, free from error, or secure
• The accuracy or reliability of any information or data processed by the Services or acquired by you through the Services
• That any defects in the software provided as part of the Services will be corrected
• Any goods or services obtained through the Services
• Any transactions entered into with TimeCloud

11.3. Warranties Not Included in Agreement. No warranty secured by Member from TimeCloud and its Services, whether in oral or written form, shall be created unless explicitly declared in the Agreement. Additionally, all warranties, whether expressed or implied, are further disclaimed by TimeCloud. These may include, but are not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

12. Limitation of Liability

12.1 Limitation of Liability. You acknowledge and agree that TimeCloud shall not be held liable to you for any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you through the use or inability to use the Services, website or software. Damages may result from but are not limited to the following, regardless of whether TimeCloud has been notified of the occurrence or possibility of such damages:

• Loss of profit
• Loss of goodwill or reputation
• Loss of data or content through deletion, corruption or failure to store
• Changes to the Services
• Temporary or permanent cessation of the Services
• Failure of shared content to reach intended party
• Failure of Member of supply accurate account information
• Failure of Member to keep password, PIN or account protected and confidential
• Damage resulting from use of, access to, or reliance on the Services or website
• Damages for judgments against member related to recording others without permission
• Any other intangible loss

13. TimeCloud Transcription and Gist Visualizations

13.1. Content Processing Methods. Member hereby consents to allow TimeCloud to process Member-generated audio or video content by any means necessary in order to create text transcripts and subsequently derived Gist visualizations of said content, when requested. This process may take place at TimeCloud or at any of its affiliated facilities, including any third-parties which may be contracted with TimeCloud.

13.2. Language Processing. While TimeCloud's Services may be used to process any language, the Services, Website, Customer Support and all other correspondence created by TimeCloud is provided in English only. TimeCloud only provides transcription and Gist visualizations in English from Member content.

13.3. Transcript and Gist Accuracy. It is TimeCloud's intent to provide the most accurate transcripts and Gist visualizations possible to Members. However, TimeCloud does not warrant that its transcription or derived Gist visualization of Member's content will be free from error or completely accurate. In order to provide the Services, the audio and/or text translations may be accessed, viewed or edited by any authorized TimeCloud representative. Member agrees to permit TimeCloud to take these actions. TimeCloud's Privacy Policy details the manner in which these materials are handled.

13.4. Transcription Timing. TimeCloud aims to process transcription of audio as quickly as possible. However, no turn-around time is guaranteed.

14. Force Majeure

14.1. Force Majeure. TimeCloud shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control ("Force Majeure Events"), whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, war, revolution, civil commotion, act of public enemies, labor unrest (including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, software or repairs thereof, acts or omissions of the other party, and acts of God.

15. Indemnification

15.1. Indemnification. Member agrees to indemnify and hold harmless TimeCloud and its officers, directors, affiliates, subsidiaries, representatives, agents and employees from and against any and all costs, damages, claims, demands, expenses, suits, judgments, and losses (including, but not limited to, reasonable legal costs) due to the Member's breach of this Agreement. The same applies to any third-party claims or suits which may arise as the result of your use of the Services. This section of the Agreement shall remain active even upon termination of this Agreement.

16. Legal Claims

16.1. Agreement Governance. This Agreement is governed by and interpreted in accordance with the laws of the State of California without regard to its conflict of laws provisions or Members actual place of residency. All claims and disputes arising from this Agreement will be brought solely to the exclusive jurisdiction of the courts in Santa Barbara County, California, and must be filed within one (1) year of such claim, as it will thereafter be waived and barred. Despite this stipulation, TimeCloud may apply for injunctive remedies in the jurisdiction of its choosing.

16.2. Invalid Provisions. If any provision of this Agreement is ruled invalid by a court of law having jurisdiction in this matter, that provision will be stricken from the Agreement, leaving the remaining provisions in effect and enforceable.

16.3. Section Headings. The section headings in the Agreement are for convenience only and have no legal or contractual consequence.

17. Notices

17.1. Contacting Members. TimeCloud reserves the right to contact Members at its own discretion regarding its products, services, software updates, changes to this Agreement, for marketing research including surveys, and other issues which may pertain to Member's account. Member consents to allow TimeCloud to contact you via email, text messaging, posting on the Services, or through other means via the Internet while accessing the Services or website.