I (“Client”) agree to pay Daniel Amanya/ABC Transcription (“Daniel Amanya/ABC Transcription”) for any and all transcription work or other services performed by Daniel Amanya/ABC Transcription (the “Work”) on my or my company’s behalf on audio and/or video material submitted by me (“Source Material”).  Client has reviewed and agrees to the rates on Daniel Amanya/ABC Transcription’s website for its services and agrees to pay for all work performed by Daniel Amanya/ABC Transcription 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 Daniel Amanya/ABC Transcription determines that its classification of any Source Material is different than the Client’s, it 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 minutes 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.  Daniel Amanya/ABC Transcription 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 (i.e., mp3), or on CD or DVD.  Client understands that poor duplication procedures can lead to degradation of the original Source Material and could result in a delay or higher price, depending on the degree of degradation.  While Daniel Amanya/ABC Transcription does its 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 Daniel Amanya/ABC Transcription so that it 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.  Daniel Amanya/ABC Transcription does not correct grammar. it only transcribes what is on the Source Materials.  If its accuracy rate is indeed below 98%, Daniel Amanya/ABC Transcription will correct the mistakes free of charge. 

All Source Materials are subject to Daniel Amanya/ABC Transcription’s acceptance, which it may exercise in its sole and absolute discretion.  Daniel Amanya/ABC Transcription has the right to reject, in its 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 Daniel Amanya/ABC Transcription’s resources.  If the audio quality of any Source Material appears to be different than the quality represented by Client, Daniel Amanya/ABC Transcription will contact Client and discuss this discrepancy and a possible increased rate. If the parties are unable to agree on the appropriate rate, Daniel Amanya/ABC Transcription may decline to work on the project and, in such case, all Source Materials will be returned and no Work will be performed by Daniel Amanya/ABC Transcription.

If the source audio appears to have a large number of inaudibles or questionable words, Daniel Amanya/ABC Transcription will contact the client with a five minute sample.  All work will stop for that particular file until the client has notified Daniel Amanya/ABC Transcription if he/she would like to proceed with the file.  If the client would prefer to not proceed, Daniel Amanya/ABC Transcription 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.

While Daniel Amanya/ABC Transcription strongly recommends that its clients not submit any original or master Source Materials (“Masters”), in the event that Client elects to submit Masters of its original audio Source Material, Client shall do so solely at its own risk. Client hereby agrees to indemnify and hold Daniel Amanya/ABC Transcription harmless from any expenses, claims, losses, costs, actions or damages, including reasonable attorneys’ fees, (“Claims”) arising out of or related to damage to or loss of any Source Materials whether Masters or duplicates, including without limitation data and media.  While Daniel Amanya/ABC Transcription digitizes all audio it receives, it can make no guarantees that the Source Material will be received or returned free from damage during the shipping process. Under any circumstances, Client hereby acknowledges that any Source Materials submitted to Daniel Amanya/ABC Transcription have no commercial value whatsoever. Client agrees to not hold Daniel Amanya/ABC Transcription liable for any loss or damages to or destruction of any Source Materials, including those that may occur in shipping or transmission electronically.

Client agrees to pay all shipping costs for submission and return of Source Materials. Daniel Amanya/ABC Transcription offers Client different shipping options, but when one is not selected, Daniel Amanya/ABC Transcription will send Source Materials back to Client in the most cost-effective way possible (which will likely be the slowest way possible).

Client acknowledges that Daniel Amanya/ABC Transcription 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 Daniel Amanya/ABC Transcription’s website. A 50% deposit is required for new clients before commencement of Work.  Full payment is expected upon receipt of completed transcript.  For long-term and ongoing projects, Client agrees to be billed bi-weekly for work completed to date and payment is expected within 5 days of receipt of invoice.. All clients have the option of paying by visa card, mobile money, or PayPal.

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.

Daniel Amanya/ABC Transcription acknowledges that by reason of its 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”).  Daniel Amanya/ABC Transcription undertakes not to use in any way for its own account nor for the account of any third party, nor disclose to any third party such Confidential Information revealed to it by Client unless and until required by court order or other legal process to do so or such information passes into the public domain.  Client’s transcripts shall be held for a period of one month after which time any transcribed work and audio/video files will be deleted from all computers.

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 Daniel Amanya/ABC Transcription’s customers, or operations or its reputation.

While Daniel Amanya/ABC Transcription strives for a 98% accuracy rate or better for audio that is properly recorded, Client agrees to release and hold Daniel Amanya/ABC Transcription, it’s employees, officers, directors, and agents 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 Daniel Amanya/ABC Transcription, its employees, officers, directors, or agents as defendants in any litigation arising out of or related to Client’s use of the Work.  

Client hereby indemnifies and holds Daniel Amanya/ABC Transcription and its employees, officers, directors, and agents harmless from and against any and all Claims or threat of Claims and damages against Daniel Amanya/ABC Transcription and/or its employees, officers, directors, and agents arising out of or related to Client’s Source Materials and any use of the Work based thereon.

Daniel Amanya/ABC Transcription 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 Daniel Amanya/ABC Transcription 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 Daniel Amanya/ABC Transcription correct mistakes in the Work.  Daniel Amanya/ABC Transcription’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 Daniel Amanya/ABC Transcription by Client.  Daniel Amanya/ABC Transcription 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, by signing below, client is stating: “I agree that I have read and will abide by the Terms of Service Agreement. This Service Agreement creates a complete and binding agreement between Client and Daniel Amanya/ABC Transcription 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.  Daniel Amanya/ABC Transcription 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 ABC Transcription 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.