Terms of Service

Last Updated Date: 10/31/2024

Welcome and thank you for your interest in YouTubeTranscriptOptimizer ("YouTubeTranscriptOptimizer", "we", "us" or "our"). This Terms of Service Agreement ("Terms of Service") describes the terms and conditions that apply to your use of our website located at YouTubeTranscriptOptimizer.com and its subdomains (collectively, the "Website"), and the services available on or enabled via our Website (collectively, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH YOUTUBETRANSCRIPTOPTIMIZER, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO "YOU" OR "YOUR" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE "INITIAL TERM"), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT YOUTUBETRANSCRIPTOPTIMIZER'S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 9.3(a) (AUTOMATIC RENEWAL) BELOW.

SECTION 16 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND YOUTUBETRANSCRIPTOPTIMIZER. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 16) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. PLEASE READ SECTION 16 (ARBITRATION AGREEMENT) CAREFULLY.

Agreement and Usage Terms

The Agreement IS subject to change by YouTubeTranscriptOptimizer in its sole discretion at any time AS SET FORTH IN SECTION 17.6 (Agreement updates).

Use of the Service

The Service and the information and content available on the Service are protected by applicable intellectual property laws. Unless subject to a separate license agreement between you and YouTubeTranscriptOptimizer, your right to access and use the Service, in whole or in part, is subject to this Agreement.

Application License

Subject to your compliance with this Agreement, YouTubeTranscriptOptimizer grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single Device that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.

Supplemental Terms

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

Updates

You understand that the Service is evolving. As a result, YouTubeTranscriptOptimizer may require you to install updates to the software or Applications that you have installed on your devices ("Device"). You acknowledge and agree that YouTubeTranscriptOptimizer may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

Registration

Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service ("Account"), have a valid account on a social networking service, through which you can connect to the Service, as permitted by the Service (each such account, a "Third-Party Account"), or have an account with the app store from which you downloaded the Application.

Access Through Third-Party Accounts

If you access the Service through a Third-Party Account, you allow YouTubeTranscriptOptimizer to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to YouTubeTranscriptOptimizer and/or grant YouTubeTranscriptOptimizer access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating YouTubeTranscriptOptimizer to pay any fees or making YouTubeTranscriptOptimizer subject to any usage limitations imposed by such third-party service providers.

By granting YouTubeTranscriptOptimizer access to any Third-Party Account, you understand that YouTubeTranscriptOptimizer may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account ("Third-Party Account Content") so that it is available on and through the Service via your Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service.

If a Third-Party Account or associated service becomes unavailable, or YouTubeTranscriptOptimizer's access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the "Settings" section of the Service.

YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND YOUTUBETRANSCRIPTOPTIMIZER DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

YouTubeTranscriptOptimizer makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and YouTubeTranscriptOptimizer is not responsible for any Third-Party Account Content.

Registration Data

In registering an Account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of JeffCo Enterprises, LLC. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify JeffCo Enterprises, LLC immediately of any unauthorized use of your password or any other breach of security.

If you provide any information that is untrue, inaccurate, incomplete or not current, or JeffCo Enterprises, LLC has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, JeffCo Enterprises, LLC has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. JeffCo Enterprises, LLC reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Service if you have been previously removed by JeffCo Enterprises, LLC, or if you have been previously banned from any of the Service.

Responsibility for Content

Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, messages, tags, and/or other materials accessible through the Service (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. This means that you, and not YouTubeTranscriptOptimizer, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available ("Make Available") through the Service, including the Third-Party Account Content, Inputs, and Outputs that you own ("Your Content"), and that other users of the Service, and not YouTubeTranscriptOptimizer, are similarly responsible for all Content that they Make Available through the Service ("User Content").

Storage

Unless expressly agreed to by YouTubeTranscriptOptimizer in writing elsewhere, YouTubeTranscriptOptimizer has no obligation to store any of Your Content. YouTubeTranscriptOptimizer has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. You agree that YouTubeTranscriptOptimizer retains the right to create reasonable limits on YouTubeTranscriptOptimizer's use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by YouTubeTranscriptOptimizer in its sole discretion.

OWNERSHIP

The Service. Except with respect to Your Content, you agree that YouTubeTranscriptOptimizer and its suppliers or licensors own all rights, title, and interest in the Service (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and YouTubeTranscriptOptimizer software). You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any of the Service.

Trademarks. YouTubeTranscriptOptimizer and all related stylizations, graphics, logos, service marks, and trade names used on or with the Service are the trademarks of JeffCo Enterprises, LLC and may not be used without permission in connection with your, or any third-party's, products or services. Other trademarks, service marks, and trade names that may appear on or in the Service are the property of their respective owners.

Your Content. YouTubeTranscriptOptimizer does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.4 (License to Your Content). You hereby represent and warrant that Your Content does not infringe, violate, or misappropriate the intellectual property rights, or other proprietary rights or rights of privacy or publicity of a third party.

License to Your Content. Subject to any applicable Account settings that you select, you grant YouTubeTranscriptOptimizer a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Service that is accessible by other users.

User Inputs and Outputs. The Service utilizes artificial intelligence to process user inputs to the Service, such as YouTube transcript text or other content (the "Input"), and generate and return optimized outputs based on such Inputs (the "Output"). As set forth in this Agreement, YouTubeTranscriptOptimizer reserves the right, but not the obligation, to review or monitor Inputs and Outputs using automated and manual tools. YouTubeTranscriptOptimizer does not claim ownership of any of your Inputs.

Owned Outputs; Inputs and Outputs of Other Users. You own all Outputs you create with the Service during any period in which you have a paid Subscription (the "Owned Outputs"). You hereby grant YouTubeTranscriptOptimizer and other users a license to any of your Inputs and Owned Outputs that you make available to other users on the Service under the Creative Commons Noncommercial 4.0 Attribution International License (as accessible here: https://creativecommons.org/licenses/by-nc/4.0/).

Unowned Outputs. You do not own any of the Outputs you create with the Service during any period in which you did not have a paid Subscription ("Unowned Outputs"). YouTubeTranscriptOptimizer hereby grants you a license to the Unowned Outputs and any other Inputs or Outputs of other users made available to you on the Service under the Creative Commons Noncommercial 4.0 Attribution International License (as accessible here: https://creativecommons.org/licenses/by-nc/4.0/).

Models

You acknowledge that, unless otherwise agreed between you and YouTubeTranscriptOptimizer, Inputs, Outputs, and user interactions with the Service may be used by YouTubeTranscriptOptimizer to train, enhance, evolve and improve its machine learning models and artificial models, algorithms and related technology, products and services (collectively, "Models"). As such, you hereby grant to YouTubeTranscriptOptimizer a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid, transferable, sublicensable right and license to use any Inputs and Outputs made available by you or otherwise generated in connection with your use of the Service at any point, in connection with the purposes described above. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Service, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.

Username

Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Service, you hereby expressly permit YouTubeTranscriptOptimizer to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to YouTubeTranscriptOptimizer through its suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk and that YouTubeTranscriptOptimizer has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to YouTubeTranscriptOptimizer a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or YouTubeTranscriptOptimizer's business.

User Conduct and Certain Restrictions

As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to:

License, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service.
Frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including text, page layout or form).
Use any metatags or other "hidden text" using YouTubeTranscriptOptimizer's name or trademarks.
Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law.
Use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from any web pages contained in the Service.
Remove or destroy any copyright notices or other proprietary markings contained on or in the Service.
Impersonate any person or entity, including any employee or representative of YouTubeTranscriptOptimizer.
Interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement.
Introduce viruses, worms, or similar harmful code into the Service.
Take any action that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, discriminatory, biased, unethical, pornographic, or profane.
Constitute unauthorized or unsolicited advertising, junk or bulk email.
Contain any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers.
Involve commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without YouTubeTranscriptOptimizer's prior written consent.
Post or Make Available a photograph of another person without that person's permission.

Investigations, Monitoring, & No Obligation to Pre-Screen Content

YouTubeTranscriptOptimizer may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation text communications. Without limiting the foregoing, YouTubeTranscriptOptimizer reserves the right to:

Remove or refuse to post any of Your Content for any or no reason in our sole discretion.
Take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for YouTubeTranscriptOptimizer.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if YouTubeTranscriptOptimizer otherwise believes that criminal activity has occurred.
Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement.

Upon determination of any possible violations by you of any provision of this Agreement, YouTubeTranscriptOptimizer, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you. If YouTubeTranscriptOptimizer believes that criminal activity has occurred, YouTubeTranscriptOptimizer reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in YouTubeTranscriptOptimizer's possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of YouTubeTranscriptOptimizer, its users or the public, and all enforcement or other government officials, as YouTubeTranscriptOptimizer in its sole discretion believes to be necessary or appropriate.

Interactions with Other Users

User Responsibility. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service; provided, however, that YouTubeTranscriptOptimizer reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that YouTubeTranscriptOptimizer will not be responsible for any liability incurred as the result of your interactions with other users.

Content Provided by Other Users. The Service may contain User Content provided by other users. YouTubeTranscriptOptimizer is not responsible for and does not control User Content. YouTubeTranscriptOptimizer does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.

Third-Party Services

Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites ("Third-Party Websites"), applications ("Third-Party Applications") and advertisements for third parties ("Third-Party Ads") (collectively, the "Third-Party Services"). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of YouTubeTranscriptOptimizer. YouTubeTranscriptOptimizer is not responsible for any Third-Party Services. YouTubeTranscriptOptimizer provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Sharing Your Content and Information Through Third-Party Services

YouTubeTranscriptOptimizer may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services, including through features that allow you to link your Account with a third-party service account, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you agree that YouTubeTranscriptOptimizer may transfer that information to the applicable Third-Party Service. YouTubeTranscriptOptimizer is not responsible for any Third-Party Service's use of your exported information.

Accessing and Downloading the Application from the Apple App Store and Google Play Store

The following applies to any Application accessed through or downloaded from the Apple App Store or Google Play Store:

You acknowledge and agree that (i) this Agreement is concluded between you and YouTubeTranscriptOptimizer only, and not with Apple or Google, and (ii) YouTubeTranscriptOptimizer, not Apple or Google, is solely responsible for the Application and content thereof. Your use of the Application must comply with the App Store Terms of Service or Google Play Store Terms of Service, as applicable.
You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple or Google, and they will refund the purchase price for the Application to you, and to the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the Application. As between YouTubeTranscriptOptimizer and Apple or Google, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of YouTubeTranscriptOptimizer.
You and YouTubeTranscriptOptimizer acknowledge that, as between YouTubeTranscriptOptimizer and Apple or Google, Apple and Google are not responsible for addressing any claims you have or of any third party relating to the Application or your possession and use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and YouTubeTranscriptOptimizer acknowledge that, in the event of any third-party claim that the Application or your possession and use of that Application infringes that third party's intellectual property rights, as between YouTubeTranscriptOptimizer and Apple or Google, YouTubeTranscriptOptimizer, not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
You and YouTubeTranscriptOptimizer acknowledge and agree that Apple and Google, and their subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Application against you as a third-party beneficiary thereof.
Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the Application.

FEES AND PURCHASE TERMS

Payment Service Provider

JeffCo Enterprises, LLC uses Stripe, Inc. and its affiliates, as well as PayPal, Inc., as its third-party payment service providers for payment services (e.g., card JeffCo Enterprises, LLC uses Stripe, Inc. and its affiliates, acceptance, merchant settlement, and related services) ("Payment Service Provider"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Service Provider. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize JeffCo Enterprises, LLC and Stripe to share any information and payment instructions you provide with one or more Payment Service Provider(s) to the minimum extent required to complete your transactions. You also agree to be bound by PayPal's Privacy Policy (currently accessible at https://www.paypal.com/us/webapps/mpp/ua/privacy-full) and its Terms of Service (currently accessible at https://www.paypal.com/us/webapps/mpp/ua/privacy-full) and hereby consent and authorize JeffCo Enterprises, LLC and PayPal to share any information and payment instructions you provide with one or more Payment Service Provider(s) to the minimum extent required to complete your transactions.

Please note that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

Payment

You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges, and billing terms in effect at the time a Fee is due and payable. By providing JeffCo Enterprises, LLC and/or our Payment Service Provider with your payment information, you agree that JeffCo Enterprises, LLC and/or our Payment Service Provider is authorized to immediately invoice your Account for all Fees due and payable to JeffCo Enterprises, LLC hereunder and that no additional notice or consent is required. You shall immediately notify JeffCo Enterprises, LLC of any change in your payment information to maintain its completeness and accuracy. JeffCo Enterprises, LLC reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to JeffCo Enterprises, LLC and/or our Payment Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

Subscriptions

If you purchase access to certain features and functionality of the Services on a time-limited basis (a "Subscription"), the Fee for such Subscription ("Service Subscription Fee") will be billed at the start of the Subscription ("Subscription Service Commencement Date") and at regular intervals in accordance with your elections at the time of purchase. JeffCo Enterprises, LLC reserves the right to change the timing of our billing. JeffCo Enterprises, LLC reserves the right to change the Subscription pricing at any time in accordance with Section 17.6 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, JeffCo Enterprises, LLC will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 9.3(a)(i) (Cancelling Subscriptions Purchased via JeffCo Enterprises, LLC) or 9.3(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Application Store).

Automatic Renewal

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at JeffCo Enterprises, LLC's then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time you sign up for the Subscription and may be modified by you via your Account settings. By subscribing, you authorize JeffCo Enterprises, LLC to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if JeffCo Enterprises, LLC does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that JeffCo Enterprises, LLC may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

Cancelling Subscriptions Purchased via JeffCo Enterprises, LLC

If you purchased your Subscription directly from JeffCo Enterprises, LLC, you may cancel your Subscription by logging into and going to the "Change/Cancel Membership" page of your "Account Settings" page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact JeffCo Enterprises, LLC at [email protected], or log in and go to the "Cancel Membership" page on your "Account Settings" page or the Service.

Cancelling Subscriptions Purchased via a Third-Party Application Store

If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the renewal of the Subscription via such third-party application store.

Effect of Cancellation

If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

Upgrades and Downgrades

If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future renewal Subscription term, the fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next renewal Subscription term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and JeffCo Enterprises, LLC does not accept any liability for such loss.

Taxes

If at any point in the future, JeffCo Enterprises, LLC begins to charge a fee for the Service ("Fee(s)") and JeffCo Enterprises, LLC determines it has an obligation to collect Sales Tax from you in connection with this Agreement, JeffCo Enterprises, LLC will collect such Sales Tax in addition to the Fee(s). If any Service, or payments for any Service, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to JeffCo Enterprises, LLC, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify JeffCo Enterprises, LLC for any liability or expense JeffCo Enterprises, LLC may incur in connection with such Sales Taxes. Upon JeffCo Enterprises, LLC's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Withholding Taxes

You shall make all payments of Fees to JeffCo Enterprises, LLC free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to JeffCo Enterprises, LLC shall be your sole responsibility, and you shall provide JeffCo Enterprises, LLC with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

Advertising Revenue

JeffCo Enterprises, LLC reserves the right to display Third-Party Ads before, after, or in conjunction with text-based content posted on the Service, and you acknowledge and agree that JeffCo Enterprises, LLC has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by JeffCo Enterprises, LLC as a result of such advertising).

Indemnification

You shall indemnify and hold JeffCo Enterprises, LLC, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "YouTubeTranscriptOptimizer Party" and collectively, the "YouTubeTranscriptOptimizer Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. JeffCo Enterprises, LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with JeffCo Enterprises, LLC in asserting any available defenses. This provision does not require you to indemnify any of the YouTubeTranscriptOptimizer Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

DISCLAIMER OF WARRANTIES

As Is.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OUTPUT, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

From time to time, JeffCo Enterprises, LLC may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at JeffCo Enterprises, LLC's sole discretion. The provisions of this section apply with full force to such features or tools.

Legal Disclaimer

JEFFCO ENTERPRISES, LLC DOES NOT REPRESENT OR WARRANT THAT YOU ARE THE LEGAL OWNER OF ANY OUTPUT, OR THAT ANY INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT ANY OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICE LEVERAGES THIRD-PARTY SERVICES AND THAT JEFFCO ENTERPRISES, LLC IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD JEFFCO ENTERPRISES, LLC LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICE AND ANY OUTPUT RESULTING THEREFROM. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.

No Liability for Conduct of Third Parties

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. JEFFCO ENTERPRISES, LLC IS NOT LIABLE FOR (i) ANY ACTION OR INACTION BY SUCH THIRD PARTY SERVICE PROVIDER; (ii) JEFFCO ENTERPRISES, LLC'S POSSESSION OR USE AS YOUR DATA THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS IN SUCH THIRD PARTY ACCOUNT; OR (iii) ANY INABILITY TO ACCESS OR USE ANY DATA AS A RESULT OF ANY CANCELLATION OR LOSS OF OR INABILITY TO ACCESS OR USE ANY THIRD PARTY SERVICE. YOU UNDERSTAND THAT JEFFCO ENTERPRISES, LLC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. JEFFCO ENTERPRISES, LLC MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

Limitation of Liability

Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY YOUTUBETRANSCRIPTOPTIMIZER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH 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 RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A YOUTUBETRANSCRIPTOPTIMIZER PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A YOUTUBETRANSCRIPTOPTIMIZER PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A YOUTUBETRANSCRIPTOPTIMIZER PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE YOUTUBETRANSCRIPTOPTIMIZER PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO JeffCo Enterprises, LLC by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability; (ii) $100; or (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A YOUTUBETRANSCRIPTOPTIMIZER PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A YOUTUBETRANSCRIPTOPTIMIZER PARTY'S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A YOUTUBETRANSCRIPTOPTIMIZER PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

User Content

YOUTUBETRANSCRIPTOPTIMIZER ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOUTUBETRANSCRIPTOPTIMIZER AND YOU.

Procedure for Making Claims of Intellectual Property Right Infringement

It is YouTubeTranscriptOptimizer's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to YouTubeTranscriptOptimizer by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right.
A description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed.
A description of the location on the Service of the material that you claim is infringing.
Your address, telephone number, and email address.
A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law.
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf.

Contact information for YouTubeTranscriptOptimizer's designated agent for notice of claims of infringement is as follows: Compliance Officer, [JeffCo Enterprises, LLC's Address].

Term and Termination

Term

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

Termination of Service by YouTubeTranscriptOptimizer

Except as set forth above, the Service Subscription Fee for any Service is non-refundable. If you have materially breached any provision of this Agreement, or if YouTubeTranscriptOptimizer is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), YouTubeTranscriptOptimizer has the right to, immediately and without notice, suspend or terminate any Service provided to you. YouTubeTranscriptOptimizer reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in YouTubeTranscriptOptimizer's sole discretion and that YouTubeTranscriptOptimizer shall not be liable to you or any third party for any termination of your Account.

Termination by You

If you want to terminate this Agreement, you may do so by (i) notifying YouTubeTranscriptOptimizer at any time, (ii) closing your Account for the Service, and (iii) cancelling your subscription as set forth in Section 9.3(a)(i) (Cancelling Subscriptions Purchased via YouTubeTranscriptOptimizer) and 9.3(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Application Store). Your notice should be sent, in writing, to YouTubeTranscriptOptimizer's address set forth below. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 9.3(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 9.3(a) (AUTOMATIC RENEWAL).

Effect of Termination

Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account or this Agreement for cause, we may also bar your further use or access to the Service. YouTubeTranscriptOptimizer will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement that by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

No Subsequent Registration

If this Agreement is terminated for cause by YouTubeTranscriptOptimizer or if your Account or ability to access the Service is discontinued by YouTubeTranscriptOptimizer due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

International Users

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that YouTubeTranscriptOptimizer intends to announce such service or Content in your country. The Service is controlled and offered by YouTubeTranscriptOptimizer from its facilities in the United States of America. YouTubeTranscriptOptimizer makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

Arbitration Agreement

Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with YouTubeTranscriptOptimizer and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. WAIVER.

Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and YouTubeTranscriptOptimizer agree that any dispute, claim, or disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service, or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) you and YouTubeTranscriptOptimizer may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or YouTubeTranscriptOptimizer may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution

There might be instances when a Dispute arises between you and YouTubeTranscriptOptimizer. If that occurs, YouTubeTranscriptOptimizer is committed to working with you to reach a reasonable resolution. You and YouTubeTranscriptOptimizer agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome ("Informal Dispute Resolution"). You and YouTubeTranscriptOptimizer therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference").

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to YouTubeTranscriptOptimizer that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at [JeffCo Enterprises, LLC's Address].

Waiver of Jury Trial

YOU AND YOUTUBETRANSCRIPTOPTIMIZER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and YouTubeTranscriptOptimizer are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief

YOU AND YOUTUBETRANSCRIPTOPTIMIZER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

Rules and Forum

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.

If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and YouTubeTranscriptOptimizer agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include:

The name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account.
A statement of the legal claims being asserted and the factual bases of those claims.
A description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars.
A statement certifying completion of the Informal Dispute Resolution process as described above.
Evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that:

The Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
The claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law.
The factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and YouTubeTranscriptOptimizer otherwise agree, or the Batch Arbitration process discussed in Section 16.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules. You and YouTubeTranscriptOptimizer agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitration Details

Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 16.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following:

All Disputes arising out of or relating to Section 16.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 16.4 is unenforceable, illegal, void or voidable, or that such Section 16.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator.
Except as expressly contemplated in Section 16.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator.
All Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator.
All Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys' Fees and Costs

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or YouTubeTranscriptOptimizer need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

Address for Notice

[JeffCo Enterprises, LLC's Address]

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and YouTubeTranscriptOptimizer agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against YouTubeTranscriptOptimizer by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall:

Administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests).
Appoint one arbitrator for each batch.
Provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator").

In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by YouTubeTranscriptOptimizer. You and YouTubeTranscriptOptimizer agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:

The appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes.
The adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [JeffCo Enterprises, LLC's Address], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Arbitration Agreement

Invalidity, Expiration

Except as provided in Section 16.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with YouTubeTranscriptOptimizer as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if YouTubeTranscriptOptimizer makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to YouTubeTranscriptOptimizer at [JeffCo Enterprises, LLC's Address], your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.

General Provisions

Electronic Communications

The communications between you and JeffCo Enterprises, LLC may take place via electronic means, whether you visit the Service or send JeffCo Enterprises, LLC emails, or whether JeffCo Enterprises, LLC posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from JeffCo Enterprises, LLC in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that JeffCo Enterprises, LLC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without JeffCo Enterprises, LLC's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Force Majeure

JeffCo Enterprises, LLC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Service, please contact us at: [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Agreement Updates

When changes are made, JeffCo Enterprises, LLC will make a new copy of the Terms of Service and/or Supplemental Terms, as applicable, available on the Service, and we will also update the "Last Updated" date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. JeffCo Enterprises, LLC may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and JeffCo Enterprises, LLC agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York County, New York.

Governing Law

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

Notice

Where JeffCo Enterprises, LLC requires that you provide an email address, you are responsible for providing JeffCo Enterprises, LLC with a valid and current email address. In the event that the email address you provide to JeffCo Enterprises, LLC is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, JeffCo Enterprises, LLC's dispatch of the email containing such notice will nonetheless constitute effective notice.

You may give notice to JeffCo Enterprises, LLC at the following address:

[JeffCo Enterprises, LLC's Address]

Such notice shall be deemed given when received by JeffCo Enterprises, LLC by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

Export Control

You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported:

into any United States embargoed countries, or
to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

By using the Service, you represent and warrant that:

you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and
you are not listed on any U.S. Government list of prohibited or restricted parties.

You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

You acknowledge and agree that products, services, or technology provided by JeffCo Enterprises, LLC are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer JeffCo Enterprises, LLC products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Entire Agreement

The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

How to Contact Us

Email: [email protected]