Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Dropscribe ("Dropscribe," "we," "us," or "our") governing your access to and use of the Dropscribe service, website, and any related software (collectively, the "Service").

By creating an account, accessing the Service, or clicking "I agree" (or any similar button), you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, do not use the Service.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are 18 or older and have the legal capacity to enter into this agreement.

2. Description of Service

Dropscribe is an automated audio transcription service. When you authorize Dropscribe to access a designated folder in your cloud storage account (Google Drive, Microsoft OneDrive, or Dropbox), Dropscribe monitors that folder for new audio files, transmits those files to a third-party transcription engine, and deposits the resulting transcript back into your folder as a document.

Dropscribe does not store your audio files or the resulting transcripts on its own servers. Audio is transmitted directly from your cloud storage provider, processed by our transcription partner, and the output is written back to your cloud storage. See our Privacy Policy for a full description of this data flow.

The Service is currently in pre-launch. Features, pricing, and availability are subject to change.

3. Account Registration

To use the Service you must create an account using a valid email address. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at legal@dropscribe.ai if you suspect unauthorized access to your account.

You may not create accounts using automated means or under false pretenses. We reserve the right to suspend or terminate accounts that violate these Terms.

4. Your Recording Obligations — Read Carefully

4.1 Federal Law (United States)

Under the federal Electronic Communications Privacy Act ("ECPA"), 18 U.S.C. § 2510 et seq., it is generally permissible to record a conversation if at least one party to the conversation consents (one-party consent). However, this federal standard is a floor, not a ceiling. Many states impose stricter requirements.

4.2 All-Party Consent States

The following U.S. states currently require the consent of all parties to a conversation before it may be recorded. If you record a conversation in, or involving participants located in, any of these jurisdictions without obtaining all-party consent, you may be committing a crime and exposing yourself to civil liability:

• California (Cal. Penal Code § 632)
• Delaware
• Florida (Fla. Stat. § 934.03)
• Illinois (720 ILCS 5/14-2)
• Maryland (Md. Code Ann., Cts. & Jud. Proc. § 10-402)
• Massachusetts (Mass. Gen. Laws ch. 272, § 99)
• Michigan (Mich. Comp. Laws § 750.539c)
• Montana (Mont. Code Ann. § 45-8-213)
• Nevada (Nev. Rev. Stat. § 200.620)
• New Hampshire (N.H. Rev. Stat. Ann. § 570-A:2)
• Oregon (Or. Rev. Stat. § 165.540)
• Pennsylvania (18 Pa. Cons. Stat. § 5703)
• Washington (Wash. Rev. Code § 9.73.030)

This list is provided for informational purposes only and may not reflect recent legislative changes. You are responsible for independently verifying the applicable law in your jurisdiction.

4.3 International Users

If you are located outside the United States, or if any party to a recorded conversation is located outside the United States, you must comply with the recording consent laws of all applicable jurisdictions. Recording consent laws exist in substantially all countries and vary widely. Examples include the United Kingdom's Investigatory Powers Act 2016, Canada's Criminal Code § 184, the European Union's General Data Protection Regulation (GDPR), and Australia's various state and federal telecommunications interception laws, among many others.

4.4 Your Warranty

By submitting any audio file to the Service, you represent and warrant that:

• You have obtained all legally required consents from all parties to any conversation recorded in that file;
• The recording, possession, and transcription of the audio file is lawful in all applicable jurisdictions;
• You are not submitting the recording for any purpose that violates applicable law; and
• You have the legal right to authorize the transcription of the content of the recording.

Dropscribe bears no responsibility and assumes no liability for your failure to comply with applicable recording laws. Your indemnification obligations under Section 13 apply in full to any claims arising from unlawful recording.

5. Prohibited Uses

You may not use the Service to:

• Record or transcribe conversations without legally required consent;
• Conduct surveillance of individuals without their knowledge or consent;
• Record or transcribe minors without appropriate parental or guardian consent and any additional consent required by applicable law;
• Collect, process, or transmit audio containing Protected Health Information ("PHI") in any context governed by the Health Insurance Portability and Accountability Act ("HIPAA") — see Section 6;
• Transcribe audio you do not own or have the right to transcribe, including copyrighted content without authorization;
• Attempt to reverse-engineer, scrape, or extract data from the Service by automated means;
• Use the Service in any way that violates applicable local, state, national, or international law or regulation;
• Harass, threaten, defame, or invade the privacy of any third party using materials generated by the Service;
• Resell, sublicense, or otherwise commercialize access to the Service without our prior written consent.

6. Medical Information and HIPAA

The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations impose strict requirements on "covered entities" (healthcare providers, health plans, and healthcare clearinghouses) and their "business associates" when handling Protected Health Information ("PHI").

For individual personal use: A patient recording their own medical appointment for personal documentation purposes is generally not acting as a covered entity under HIPAA, and HIPAA generally does not regulate an individual's handling of their own health information. Dropscribe is designed for this personal documentation use case.

For healthcare professionals and organizations: If you are a covered entity under HIPAA, or if you are a business associate of a covered entity, you may not use Dropscribe to process PHI in connection with your professional or organizational activities without a signed Business Associate Agreement ("BAA"). Dropscribe does not offer BAAs at this time. Using Dropscribe to process PHI in a covered context without a BAA may constitute a HIPAA violation for which you bear sole responsibility.

Even for personal use, Dropscribe makes no representations regarding HIPAA compliance and you should exercise your own judgment about the sensitivity of health-related recordings. Dropscribe recommends consulting with a qualified attorney regarding your specific circumstances.

7. Transcript Accuracy and Limitations

Transcripts generated by the Service are produced by automated artificial intelligence systems and are provided "as is." Dropscribe makes no warranty, express or implied, regarding the accuracy, completeness, or reliability of any transcript.

AI-generated transcripts may contain errors including, without limitation: misidentified speakers, incorrect words or phrases, omissions, additions, and formatting inconsistencies. Transcript quality depends on factors outside Dropscribe's control, including audio quality, background noise, accents, technical terminology, and the capabilities of our third-party transcription provider.

Legal and official use: Transcripts generated by the Service should not be submitted in legal proceedings, regulatory filings, or any official context as sole documentary evidence without independent human verification. Dropscribe expressly disclaims liability for any damages arising from reliance on inaccurate transcripts in legal, medical, financial, or other high-stakes contexts.

You are solely responsible for reviewing transcripts for accuracy before using them for any purpose.

8. Third-Party Services

The Service relies on third-party providers whose terms and policies govern their processing of your data:

• AssemblyAI: Dropscribe uses AssemblyAI to perform audio transcription. Your audio files are transmitted to AssemblyAI for processing. AssemblyAI's use of your audio is governed by AssemblyAI's own Terms of Service and Privacy Policy. We strongly encourage you to review AssemblyAI's data handling practices at assemblyai.com before using the Service.
• Cloud Storage Providers: Your use of Google Drive, Microsoft OneDrive, or Dropbox in connection with the Service is governed by your agreements with those providers.
• Payment Processing (future): Paid subscriptions will be processed by Stripe. Payment card data will be handled exclusively by Stripe and will not be accessible to Dropscribe.
• Hosting: Dropscribe's infrastructure is hosted on third-party cloud platforms. We implement security practices appropriate to our architecture but cannot guarantee against all potential infrastructure vulnerabilities.

Dropscribe is not responsible for the acts or omissions of third-party service providers. In particular, if AssemblyAI experiences a data breach or changes its data retention practices, Dropscribe's liability to you with respect to such events is limited to the maximum extent permitted by law.

9. OAuth Authorization and Cloud Storage Access

To provide the Service, you will be asked to authorize Dropscribe to access your cloud storage account via OAuth 2.0. Dropscribe requests only the minimum permissions necessary to monitor a designated folder and deposit transcript files. Specifically:

• Dropscribe does not request access to your entire cloud storage account;
• Dropscribe requests access scoped to the specific folder(s) you designate;
• Dropscribe stores your OAuth refresh tokens in encrypted form.

You may revoke Dropscribe's access to your cloud storage at any time through the settings of your cloud storage provider. Revoking access will disable the Service for the associated account. Dropscribe will promptly delete stored OAuth tokens associated with a revoked authorization upon detection or upon your request.

You are responsible for the security of your cloud storage account credentials. Dropscribe is not responsible for unauthorized access to your cloud storage resulting from compromised credentials or vulnerabilities outside of Dropscribe's control.

10. Intellectual Property

Your content: You retain all intellectual property rights in the audio files you submit and the transcripts generated from them. Dropscribe does not claim any ownership interest in your content.

Limited license to you: Subject to your compliance with these Terms, Dropscribe grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial purposes.

Dropscribe's intellectual property: The Service, including its software, design, trademarks, and content (excluding your content), is owned by Dropscribe and protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, or sublicense any part of the Service without our prior written consent.

Feedback: If you submit suggestions or feedback about the Service, you grant Dropscribe a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without any obligation to you.

11. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described in the Privacy Policy.

12. Payment Terms

The Free tier of the Service is currently available at no charge. Paid subscription tiers will be made available at launch. When paid tiers become available:

• Subscriptions are billed monthly or annually in advance;
• All fees are non-refundable except as required by applicable law or as expressly stated in a refund policy we publish;
• We reserve the right to change pricing with 30 days' notice to existing subscribers;
• Failure to pay may result in suspension or termination of your account.

Taxes may apply based on your billing address. You are responsible for all applicable taxes.

13. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DROPSCRIBE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF TRANSCRIPTS;
• ANY WARRANTY THAT DEFECTS WILL BE CORRECTED; AND
• ANY WARRANTY REGARDING THE SECURITY OF AUDIO TRANSMITTED TO THIRD-PARTY TRANSCRIPTION PROVIDERS.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DROPSCRIBE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF DROPSCRIBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL DROPSCRIBE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO DROPSCRIBE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY U.S. DOLLARS ($50.00).

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Essential basis of bargain: You acknowledge that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between you and Dropscribe. Dropscribe would not be able to provide the Service on the terms offered without these limitations.

15. Indemnification

You agree to defend, indemnify, and hold harmless Dropscribe and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service;
• Your violation of these Terms;
• Your violation of any applicable recording consent law, wiretapping law, privacy law, or any other law or regulation;
• Your violation of any third party's rights, including without limitation privacy rights, publicity rights, or intellectual property rights;
• Any audio files you submit to the Service;
• Any claim that your use of the Service caused damage to a third party; and
• Your failure to obtain legally required consent from any party to a recorded conversation.

This indemnification obligation will survive termination of these Terms and your use of the Service.

16. Termination

You may terminate your account at any time by contacting us at legal@dropscribe.ai. Upon termination, your right to use the Service ceases immediately. We will delete or de-identify your account data in accordance with our Privacy Policy.

Dropscribe may suspend or terminate your account, with or without notice, if:

• You violate these Terms;
• We are required to do so by law;
• We determine, in our sole discretion, that your use poses a legal, regulatory, or reputational risk to Dropscribe; or
• We discontinue the Service.

Sections 4 (Recording Obligations), 7 (Transcript Accuracy), 10 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law) survive termination.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

Informal resolution: Before initiating any formal dispute resolution, you agree to first contact us at legal@dropscribe.ai and give us 30 days to attempt to resolve the dispute informally.

Binding arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. Arbitration shall take place in Atlanta, Georgia, or by remote means. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver: YOU AND DROPSCRIBE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims.

Exceptions: Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration.

18. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email at the address associated with your account and update the "Last Updated" date above. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

19. General Provisions

Entire agreement: These Terms and the Privacy Policy constitute the entire agreement between you and Dropscribe regarding the Service and supersede all prior agreements.

Severability: If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No waiver: Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment: You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely.

Force majeure: Dropscribe is not liable for delays or failures in performance resulting from events beyond our reasonable control.

20. Contact Information

If you have questions about these Terms, please contact us:

These Terms of Service were prepared for informational and contractual purposes. They do not constitute legal advice. If you have specific legal questions about recording consent or compliance obligations, please consult a qualified attorney licensed in your jurisdiction.