ESI’s VOICEMAIL TRANSCRIPTION SERVICE AGREEMENT
0455-0040 Rev. B
7. Disclaimer of Warranties and Assumption of Risk. CUSTOMER ACKNOWLEDGES THAT THE
SERVICE IS AN AUTOMATED PROCESS AND ACCURACY IS NOT GUARANTEED, THAT
CUSTOMERUSES THE TRANSCRIPTION SERVICE AT ITS OWN RISK AND THAT THE AGREED
PRICINGREPRESENTS THIS ALLOCATION OF RISK AS BETWEEN ESI AND CUSTOMER. THERE
ARE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE.
ESI EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR
CONDITION OF DATA OR TRANSCRIPTS OR THAT THE SERVICES OR RELATED SYSTEMS WILL
OPERATE UNINTERRUPED OR ERROR-FREE.
8. Indemnification. Customer shall indemnify, defend and hold ESI harmless from (i) all claims of any
nature, whether civil, criminal or administrative, which are directly or indirectly related to Customer’s use of
the Service, including but not limited to any claims made by Customer’s users with respect to Customer’s
use of the Service, that Customer’s information or information derived from it violates a copyright or other
proprietary right or is defamatory or that Customer’s use of the Service violates any local, state, or federal
rule, regulation or law pertaining to the use of data belonging to third parties or use of voice mail and (ii) all
damages, costs and/or expenses (including reasonable attorneys’ fees and expenses) related to or
resulting from such claims. CUSTOMER HEREBY WAIVES, ON BEHALF OF ITSELF AND ANY OTHER
PARTY WHO COULD CLAIM THROUGH CUSTOMER, ANY CLAIMS AGAINST ESI AND ITS SERVICE
PROVIDERS RELATING TO CUSTOMER’S USE OF THE SERVICE.
9. Third Party Service Providers. Customer understands and acknowledges that ESI is reliant upon third-
party suppliers in order to provide the Services to Customer. These third-party suppliers might be engaged
by Customer or ESI or ESI’s third party suppliers to provide computing infrastructure, computer processing
power, Internet connectivity, email services, and/or other services. ESI does not control and will not be
responsible for any Service failures or interruptions caused by such third party service providers.
10. Responsibility for Content. Customer is solely responsible for the content, substance and accuracy of
Customer’s information transmitted or received through the Service. Further, Customer is solely responsible
for insuring that its use of the Service does not violate any applicable local, state, or federal rule, regulation,
or law regulating the use of voice mail services. Customer acknowledges that transcription services are not
appropriate for voice mails which might contain content which is considered Protected Health Information
(“PHI”) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and agrees to
indemnify and hold harmless, defend and indemnify ESI, its employees, officers, directors, contractors and
other service providers from any and all claims, liability or damages incurred, including reasonable attorneys’
fees and expenses, as a result of an allegation that the use of the Service violated HIPAA.
11. Ownership of Intellectual Property. Customer acknowledges and agrees that it may be providing and
submitting feedback, statements, suggestions and ideas ("Ideas") to ESI in connection with its use of the
Service which ESI may use in future modifications and/or updates to the Service. Customer hereby assigns
to ESI any and all rights and interest to any Ideas, including but not limited to, any copyright, patent right,
moral right, or any other intellectual property right now known or later developed. By providing the Service,
ESI transfers no right, title, or interest in the Service or any technical or methodological discoveries,
improvements, adaptations or developments made by ESI to Customer, even if specifically made for
Customer or based on Ideas submitted by the Customer, relating to the Service. Customer understands and
agrees that the Service, including the existence of the Service, Ideas, performance, features, capabilities,
related materials or documentation is "ESI Confidential Information." Customer agrees not to disclose to, sell
to, or allow any third party to access or use the ESI Confidential Information. Customer agrees that any
unauthorized disclosure of the ESI Confidential Information would cause irreparable harm to ESI and that in
the event of any breach or threatened breach of Customer’s confidentiality obligations, ESI shall be entitled
to obtain equitable relief in addition to any other remedy.