Terms of Service
Latest Amendment Date: November 2, 2020
These Terms of Service (the “Terms”) apply to the provision by TrialEdge, LLC (“TrialEdge”, “we” and “us”) of virtual deposition, court reporting and related services (collectively, the “Services”) to its clients (“you”).
SERVICES. Services may include any or all of the following:
- Web Conferencing: hosting conference, providing support, and administering breakout rooms.
- Real-Time Feed: provision of a real-time transcript of the deposition.
- Certified Shorthand Reporter (CSR): serves as officer, administers oath, delivers rough, final transcript files (e.g., ascii, pdfs), marks exhibits and maintains custody of the original transcript until delivered to the parties.
- Document Hosting: documents and exhibits provided in an online folder during deposition for parties and available for access by parties during and after the deposition.
- Deposition Technician: administers and monitors recording and prepare backup video, presents documents on screen and transfers introduced exhibits for the parties, and maintains custody and can prepare declaration certifying the deposition video deliverables.
- Concierge: support, post-production of video deliverables, sync video to transcript, coordination.
- Transcripts: preparing e-transcripts, printing and binding the original transcript and exhibits (with tabs), original and certified copies, deliver locally or ship.
FEES. TrialEdge charges a range of fees for its Services. Our current fee schedule is available upon request. You agree to pay our invoices prior to receipt of ordered deliverables. Services may be suspended if payments are not received when due. Amounts not paid when due incur interest at the rate of 1.5% per month or the greatest amount allowable under applicable law, whichever is lower. Any discounts provided will be reversed as of the date of the invoice for any invoice that is unpaid more than 60 days after the due date.
THIRD PARTY SERVICES. The Services will include the use of third-party services and software (collectively, the “Third-Party Services”), including videoconferencing, document storage, court reporting and transcription services, and real-time feed software. All such Third-Party Services are subject to their applicable terms and not these Terms. For more information on the particular Third-Party Services that we currently utilize, please contact us at firstname.lastname@example.org.
CONFIDENTIALITY. Other than to the parties to the action and their counsel, the court (or arbitrator/arbitral body), witnesses and their counsel, we will not share the documents, transcripts, or audiovisual recordings generated from the virtual depositions. You understand and agree that you will not upload or otherwise provide us with any attorney-client privileged materials or materials protected by the work product privilege in connection with the Services.
APPLICABLE LAW. You understand that we may be required by certain laws to provide information and Services to all parties to any action and may not be allowed to withhold information, documents or materials. For example, if the action is governed by California’s procedural law, then we will be required to abide by the requirements of Business & Professions Code Section 8050(d), California Code of Civil Procedure Sections 2025.320(b) and 2025.510(d) and California Code of Regulations Section 2475(b).
PRIVACY & SECURITY. We utilize industry standard practices to secure information, documents and data, and choose Third-Party Services we believe provide at least industry standard security and privacy. That said, internet connections, cloud services, storage and software are not 100% secure. Therefore, there is a risk that information, data or documents may be subject to inadvertent disclosure.
WARRANTIES & DISCLAIMERS.
a. Warranties. TrialEdge warrants that: (i) will perform the Services in a professional and workmanlike manner, in accordance with industry standards; and (ii) it will utilize employees and vendors who are properly trained and qualified to perform the Services.
b. Disclaimers. OTHER THAN AS SET FORTH IN SECTION 7.a, (i) THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY, AND (ii) TRIAL EDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. THE FOREGOING DISCLAIMER IS SUBJECT TO LIMITATIONS UNDER APPLICABLE LAW.
LIMITATIONS ON LIABILITY.
a. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIALEDGE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE LIKELIHOOD THEREOF.
b. Limit on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIALEDGE’S LIABILITY IN ANY ACTION RELATING TO THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU FOR SUCH SERVICES IN THE 6 MONTHS PRECEDING THE FILING OF THE ACTION.
HOLD HARMLESS. You agree to hold TrialEdge and its members, managers, employees and agents (the “Indemnified Parties”) harmless from and against any and all damages, expenses, costs, claims, actions, suits, proceedings, fees, fines and penalties arising from or relating to your use of the Services (“Damages”), except to the extent such Damages arise from the negligence, intentional wrongdoing or unlawful conduct of TrialEdge or anyone acting on its behalf.
CONSENT TO RECORDING. You obtain the consent of each individual accessing or using the Services by or through you to being recorded audio-visually and to the use of such recordings, and your name, likeness, and pertinent information in connection with the Services. You understand that videos, documents and transcripts may be provided to the parties to the proceeding(s), their representatives, our vendors, and the court and/or arbitrator(s), as applicable.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Los Angeles, CA before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The arbitrator shall award the prevailing party its attorney’s fees and costs, including its expert’s fees and its share of the arbitrator’s fees and JAMS’ fees. Judgment on the Award shall be in writing and may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek temporary and preliminary injunctive relief in the courts located in Los Angeles, California, consistent with the provisions of the California Arbitration Act.
AMENDMENT. These Terms may be amended by us effective as of the date of amendment; provided, that, unless you agree otherwise, the amendment will not apply to any Services we have agreed, prior to the amendment, to perform. The last amendment date for these Terms is set forth above.
MISCELLANEOUS. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, or, if incapable of such modification, shall be severed from these Terms and the remainder shall remain in force. No inconsistent terms shall be effective unless TrialEdge expressly agrees that these Terms are amended by the inconsistent agreement. These Terms are governed by California law. TrialEdge is responsible for the payment of taxes on its income and employment taxes with respect to its employees. You are responsible for any sales, use or value-added taxes, and our fees do not include such taxes unless otherwise expressly stated. TrialEdge is an independent contractor and not your partner. TrialEdge shall be solely responsible for determining the means and manner of providing the Services. None of TrialEdge’s personnel are your personnel.