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Steno Terms of Use

Effective as of September 16, 2024

YOUR USE OF AND ACCESS TO THE WEBSITE LOCATED AT STENO.COM (THE “SITE”) AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE, INCLUDING THE PROVIDER DASHBOARD, THE FIRM (CLIENT) DASHBOARD, STENO CONNECT, STENO CONNECT FOR ZOOM, ALL THIRD-PARTY INTEGRATIONS, AND ANY OTHER FEATURES RELATED TO COURT REPORTING OR LITIGATION SUPPORT PROVIDED TO YOU (COLLECTIVELY, THE “SERVICES”) BY STENO AGENCY, INC. (“STENO” “US,” “OUR” AND “WE”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS (THE “AGREEMENT” OR THESE “TERMS”). PLEASE REVIEW THESE TERMS THOROUGLY BEFORE PROCEEDING.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND SERVICES AND APPLY TO ALL USERS VISITING THE SITE OR USING THE SERVICES IN ANY. BY COMPLETING THE ONBOARDING PROCESS AND/OR AGREEING TO USE ANY OF THE SERVICES, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOURSELF OR ON BEHALF OF A LEGAL ENTITY. IF ACCEPT THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE WITH THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT MEAN THE PERSON ACCEPTING THESE TERMS AS AN INDIVIDUAL AND/OR THE LEGAL ENTITY FOR WHICH THE REPRESENTATIVE IS ACTING, AS THE CASE MAY BE. IF “YOU” ARE A LEGAL ENTITY, “YOU” ALSO MEANS ALL OF THE USERS ACCESSING THE SERVICES UNDER OR ASSOCIATED WITH YOUR ACCOUNT.

IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

  1. License to use the Site and Services. Steno grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your (or your End User’s, as applicable) business uses.
  1. Use of the Services and Your Responsibilities. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy, and export control.
  1. Registered User. In order to access certain features of the Site and/or user the Services, You may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Site or for purposes of using the Services (“Account”). If You link a pre-existing third-party account, such as Google or Microsoft (“Third-Party Account”) to the Services, You represent that You are permitted to disclose your Third-Party Account login information to Steno and/or grant Steno access to your Third-Party Account without breach by You of any of the terms and conditions that govern Your use of the Third-Party Account and without obligating Steno to pay any fees or making Steno subject to any usage limitations. If You would like to revoke Steno’s access to Your Third-Party Account, You may do so in the settings of Your Third-Party Account. YOUR RELATIONSHIP WITH THE COMPANY WHO OWNS AND CONTROLS THE THIRD-PARTY ACCOUNT AND ITS AFFILIATES ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENTS WITH THAT COMPANY AND ITS AFFILIATES, AND STENO DISCLAIMS ANY LIABILITY FOR ANY PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN YOUR THIRD-PARTY ACCOUNT. 
  1. Eligibility. In registering an account, You agree that You are at least eighteen (18) years old and fully able and competent to understand, agree to, and abide by the terms, conditions, representations, and warranties set forth in this Agreement. You further agree that You are not prohibited under any law, rule, or for any other reason, from accessing the Site and/or using any of the Services. Steno reserves the right to terminate Your access without warning if it reasonably believes You are not eligible to use the Site and/or Services pursuant to this Agreement.
  1. Accurate Account Information. In registering an account, You agree that any such information shall be accurate. You are entirely responsible for all activities that occur under your Account and for maintaining the security of Your account. You agree that You will monitor your Account to ensure that no unauthorized person has gained access to Your Account. You agree to notify the Company immediately of any unauthorized use of Your Account or of any other breach of security.
  1. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You or delivered by Steno pursuant to an agreement or work order to You through the Services. Such Content may include transcripts, exhibits, court filings, subpoenas, and/or other documents. You are also responsible for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third-party rights or to enter into a Business Associate’s Agreement with Steno. You represent and warrant that You have the right to upload the Content to the Services and/or to have the Content uploaded to the Services by Steno on Your behalf and that such use does not violate or infringe on any rights of any third party or violate any law. Under no circumstances will Steno be liable in any way for any (a) Content that is transmitted or viewed while using the Services or stored on the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services. You further agree to provide Steno a limited, non-exclusive, worldwide, royalty-free, revokable license to access your Content solely to provide and operate the Services, to effectuate the terms of this Agreement with You and your End Users, and on an aggregated, de-identified basis, for the purposes of improving the Services.
  1. Recordings. In certain jurisdictions, Steno may record remote depositions for backup purposes. Steno will not share this backup recording absent an agreement by or among the parties or a valid court order. Steno relies on notifications imbedded in third-party platforms (such as Zoom) to provide notification to You regarding being recorded. By using the Services, You consent to being recorded (where applicable) and to giving Steno consent to store recordings for any or all Steno-hosted depositions, hearings, or other meetings that You join. You understand that Steno may record the entirety of proceedings for backup purposes, including portions considered “off-the-record.” In all instances, if You do not consent to being recorded, You can choose to leave the meeting.
  1. Storing Documents. If You upload documents, recordings, drawings, or other materials to Steno, through your Dashboard, through Steno Connect for Zoom, or through another third-party integration, You give Steno consent to store such materials on its systems for such time until You instruct Steno to delete or destroy those materials. You understand that your documents are housed securely at Steno pursuant our security protocols. For more information about how we keep your data and information safe and secure, please see our Trust Center at trust.steno.com
  1. Use of Artificial Intelligence. Steno’s Transcript Genius uses artificial intelligence (“AI”) with no human oversight. It is built using Anthropic’s Claude technology (“Anthropic”), which maintains SOC2 and HIPAA protocols found here, https://trust.anthropic.com/. Anthropic’s Terms of Service can be found here, https://www.anthropic.com/legal/commercial-terms, and its privacy policy can be found here, https://www.anthropic.com/legal/privacy. Any data shared with Anthropic through Steno is not used as broader training data. Anthropic also has a Zero Day Retention policy with respect to any data sent by or through Steno. Steno may change the generative AI platform on which Transcript Genius is built at any time and in its sole discretion. Further, users of Transcript Genius or any other AI tools provided by Steno must keep in mind that AI is not perfect and may make mistakes.
  1. Transcript Genius Price and Usage. Steno reserves the right to change the prices of Transcript Genius and/or to limit a person or Legal Entity’s usage of Transcript Genius in Steno’s sole discretion.
  1. Certain Restrictions. The rights granted to You in these Terms are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Site or the Services, whether in whole or in part, or any Content displayed on the Site or on the Services for any purpose other than to effectuate the purpose of this Agreement; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or the Services; (c) You shall not access the Site or the Services or any Content thereon in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site or the Services (or on any content displayed on the Site) must be retained on all copies thereof.
  1. Your Responsibilities for End Users. From time to time, You may give access to any of the Services to another person (an “End User”). Any person (such as a legal assistant, paralegal, etc.) added to the Firm Dashboard is considered an “End User."
    1. Responsibilities for End Users. You are responsible for the activities of all of Your End Users to whom You have provided access or use of the Services. You agree to ensure that any such End User will comply with the terms of this Agreement and any applicable Steno policy. Steno assumes no responsibility or liability for any damage to You due to access to the Services by an End User or for any violation of this Agreement or of any policy by an End User. If You become aware of any violation of this Agreement in connection with the use of the Services by any person, including any End User, please contact Steno at legal@steno.com. Steno may investigate any complaints and violations that it learns of and may take any (or no) action that it believes is appropriate, including but not limited to, terminating access of any End User to any of the Services. Under no circumstances will Steno be liable for any data or other content viewed while using the Services, including any damage of any kind incurred as a result of the use of, access, to, or denial of access to any of the Services.
    2. Responsibilities of Administrators on Firm Dashboard. To the extent You are an Administrator on Firm Dashboard of Your Legal Entity, it is Your responsibility to ensure that any End User You add to the Firm Dashboard is added for the purpose of viewing, downloading, accessing, any information on the Firm Dashboard or otherwise using the Services and has the permission and authority to be added to the Firm Dashboard. As an Administrator, You are solely responsible for maintaining the list of End Users to your Firm Dashboard and ensuring that the list of End Users is accurate and up to date. Under no circumstances will Steno be liable in any way due to any use of, or access to, the Services as a result of the addition of any End User by an Administrator to the Firm Dashboard or failure to remove any End User from the Firm Dashboard. In the event You will cease employment at Your Legal Entity, it is Your responsibility to inform Your Legal Entity that it may need to select a new Administrator. Steno will not be liable in any way for damages to a Legal Entity as a result of the denial of any access to the Services or for the viewing, use, or access of the Services, due to the departure of an Administrator.
  1. Steno Obligations Regarding Content. Steno will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of, or access to, the Content, in accordance strict industry standards and the policies guiding SOC2 compliance. Steno will not access or view any Content except (a) as authorized or instructed by You, (b) as required to perform its obligations to You pursuant to an agreement with You or a specific work order, (c) as provided for in this Agreement and Steno’s Privacy policy, or (b) as required by law. Steno has no other obligations with respect to the Content.
  1. Modification of the Site or Services. Steno reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) or any Services with or without notice to You. You agree that Steno will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Site, the Services, or any part thereof.
  1. No Support or Maintenance. You acknowledge and agree that Steno will have no obligation to provide You with any support or maintenance in connection with the Site or the Services, unless separately agreed to. Unless stated in a separate agreement with Steno, Steno will not be liable in any way for damages to You as a result of Your inability to access the Site or use the Services.
  1. Intellectual Property Rights. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and/or Services and their content, other than the Content transmitted through the Services, are owned by Steno or Steno’s suppliers. Neither these Terms (nor your access to the Site or Services) transfers to You or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Paragraph 1. Steno and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
  1. Risks of Use. You understand that Steno may use independent contractors to perform services rendered under this Agreement to You. While Steno does its best to ensure that it only works with quality independent contractors, You assume the risk that something may happen to an independent contractor (tardiness, neglect, injury) beyond Steno’s control. Steno will not pay for waiting time if one of its independent contractors (such as a court reporter) is late. Nor is Steno liable for actions taken beyond its reasonable control by independent contractors.
  1. Rental Policy. Any equipment rented through Steno is only for the purposes of Your proceeding hosted by Steno. You agree to comply with all applicable laws and regulations with the use of any rental equipment provided by Steno. By using any computer, tablet, phone, or other similar device rented through Steno, You further agree not to (a) download any third-party software, (b) use the rental equipment for personal purposes, (c) use the rental equipment to violate any law, rule, or regulation. You understand that You may be charged if Steno has to remove software or other material from rented devices and that Steno assumes no liability whatsoever in connection with any rental equipment.
  1. Charges and Payment Terms.
    1. Charges to Steno’s Clients. Steno charges rates for services that are in line with generally accepted rates for equivalent services in the industry. Steno makes its rates available on a rate card, which Steno provides upon request and may be separately negotiated. If You or Your Legal Entity requests services and are not a client of Steno’s (e., You request a copy of a transcript or video), Steno will charge generally accepted or market rates for those services, which You or Your Legal Entity has a right to request ahead of time. By requesting Steno’s services, You and/or Your Legal Entity are agreeing to the rates charged by Steno, either on the rate card most recently provided to You and/or Your Legal Entity and the terms listed on such card, or if no rate card was provided to You or Your Legal Entity because You or Your Legal Entity are not a client, then the generally accepted market rates for such services. Steno may calculate the total fees payable to Steno for the applicable service requested, but such a quotation is an estimate and is non-binding; Your Legal Entity will still be responsible for the total amount of the invoice, even if the amount charged exceeds the estimated amount. Steno reserves the right to charge interest on invoices that are over 30 days late.
    2. Payment terms. Steno has net payment terms as well as its DelayPay term, which allows deferral of case costs. While Steno makes DelayPay available to all parties to a litigation, DelayPay is not available for all case types, and it is Your Legal Entity’s responsibility to confirm that a case is DelayPay eligible prior to engaging Steno for Services. While Steno provides equal treatment to all parties on a case, Steno reserves the right to refuse to book Services for Your Legal Entity if Your Legal Entity has a history of nonpayment, if Your Legal Entity is not a valid law firm or corporate entity, or any of Your Legal Entity’s employees, members, or agents are harassing, demeaning, or in any other way mistreat Steno and/or its personnel.
    3. Payments to Service Providers. Steno works with court reporters, videographers, interpreters, process servers and other third parties that offer a service through Steno to complete its Services (collectively, “Service Providers”). Steno agrees to pay for services generally accepted in the industry at rates that are generally accepted in the industry. Steno reserves the right to set prices for specific services or reimburse Service Providers at the Service Provider’s invoiced rates. Steno also reserves the right to challenge any invoiced item by a Service Provider that Steno reasonably does not believe is in line with standard industry practices. Steno may provide price estimates or time estimates for a job, but such estimates are non-binding; Steno will pay Service Provider once a job has been completed at the appropriate rates for that job.
    4. Penalties for Nonpayment. You and/or Your Legal Entity agree that in the event Steno is unable to collect the fees owed to Steno for the services rendered pursuant to Your Agreement with Steno, Steno may take any other steps it deems necessary to collect such fees from your Legal Entity. Those steps include, but are not limited to, requiring the Legal Entity to pay upfront (“COD”) for future jobs, refusing jobs from your Legal Entity until the balance has been paid off, terminating Legal Entity’s DelayPay agreement, sending the Legal Entity to a collections’ agency, and instituting a lawsuit against the Legal Entity. You will be responsible for all costs and expenses incurred by Steno in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Steno may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
    5. Third Party Payment Method. Steno uses Stripe, Inc. (“Stripe”) and Bill.com, LLC (“Bill.com”) as its third-party service providers for payment services (g., card acceptance, merchant settlement, and related services). By offering or purchasing any of Steno’s services, You agree to be bound by Stripe’s Privacy Policy: https://stripe.com/us/privacy and Bill.com’s Privacy Notice: https://www.bill.com/privacy/, and hereby consent and authorize Steno, Stripe and Bill.com to share any information and payment instructions You provide with Third Party Service Provider(s) to the minimum extent required to complete your transactions. By offering or purchasing any Service, You also agree to be bound by Stripe’s Service Agreement: https://stripe.com/us/legal and Bill.com’s Terms of Service: https://app.bill.com/TermsOfService.
    6. Accuracy of Payment Information. All information that You provide to Steno or to Stripe must be accurate, current, and complete. By requesting any Service, You authorize Steno to charge your payment card (“Payment Method”) in accordance with this Section. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY FEES. You agree to pay all charges incurred by You or any users of your Account and Payment Method, including any cancellation fee.
  1. Cancellation Policies and Fees. You understand there may be cancellation fees associated with any job booked through Steno that is cancelled. Because different Service Providers with which Steno works may have different cancellation policies and fees, Steno reserves the right to charge different cancellation policies and fees for different Service Providers. It is Your responsibility to request the specific cancellation policy or fee for any Service Provider on any booked through Steno if not previously made clear to You.
    1. Court Reporters and Videographers. In general, unless otherwise stated on Steno’s rate card or communicated to You or someone from your Legal Entity separately, court reporters and videographers may be cancelled by 4pm (in the same time zone of the requested deposition or hearing) the business day prior to the job to avoid a late fee. Cancellation fees for a court reporter or videographer may be up to $400 per job.
    2. Cancellation policies and fees for interpreters vary by language and location. In general, for most languages, interpreters booked through Steno may be cancelled 48 hours or more in advance of the Service to avoid a cancellation fee. However, interpreters for certain dialects must be cancelled at least 30 days prior to the Service date to avoid a cancellation fee. The cancellation fee for an interpreter may be the interpreter’s full fee for the Service. You must request the specific cancellation policy and estimated fee at the time of booking an interpreter.
  1. Beta Program. You may be invited to test out new features of Steno or join a beta program made available by Steno. If You use any trial or beta services, products, software made available to You by Steno, You acknowledge that your use of those services, products, or software is governed by the separate Beta Program Terms of Use and not by this Agreement.
  1. Indemnification. You agree to indemnify and hold Steno (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your misuse of the Site or the Services; (b) your violation of these Terms; or (c) your violation of applicable laws or regulations. Steno reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Steno. Steno will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
  1. Third-Party Links. The Site may contain links to third-party websites and services, applications and/or display advertisements for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Steno, and Steno is not responsible for any Third-Party Links. Steno provides access to these Third-Party Links only as a convenience to You, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution and discretion in doing so. When You click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
  1. Third Party Services. Steno may provide tools or integrations that enable You or Your Legal Entity to export information to third-party services, including through features that allow You to link to an account on a third-party service (a “Connected Account”). By using any third-party tool or integration and creating a Connected Account, You agree that Steno may transfer that information to the applicable third-party service. Third-party services are not under Steno’s control, and, to the fullest extent permitted by law, Steno is not responsible for any third-party service’s use of your exported information. Further, by granting Steno access to any Connected Account, (i) You represent and warrant that You are entitled to disclose any log-in information provided by You in connection therewith (if applicable) and/or to grant Steno access to such Connected Accounts, (ii) You represent and warrant that You are in good standing with respect to such Connected Accounts, and (iii) You acknowledge that Steno may access any content collected from, or provided by, any Connected Account so that it may be used in accordance with the terms of this Agreement. You further acknowledge and agree that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Steno will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.
  1. Feedback. If You provide Steno with any feedback or suggestions regarding the Site or Services (“Feedback”), You hereby grant Steno a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site or any products or services of Steno or otherwise exploit in any manner Steno sees fit any such Feedback. Steno will treat any Feedback You provide to Steno as non-confidential and non-proprietary. You agree that You will not submit to Steno any information or ideas that You consider to be confidential or proprietary.
  1. Release. You hereby release and forever discharge Steno (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
  1. Disclaimers. THE SITE, AND ANY CONTENT THEREON, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND STENO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    THE CONTENT AND INFORMATION LOCATED ON THE SERVICES IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING ANY LEGAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.

    WITH RESPECT TO AI, YOU ACKNOWLEDGE THAT THE OUTPUTS ARE BASED ON YOUR INPUTS AND, THAT STENO HAS NO CONTROL OVER ANY SUCH INPUTS, OUTPUTS OR RELATED INFORMATION. ACCORDINGLY, ALL OUTPUTS ARE PROVIDED “AS IS” AND WITH “ALL FAULTS,” AND STENO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO ANY OUTPUTS, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TRUTHFULNESS, TIMELINESS OR SUITABILITY. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF YOUR OUTPUTS CREATED THROUGH THE SERVICES, AND YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF YOUR OUTPUTS.
  1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STENO (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, EVEN IF STENO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

    STENO SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND STENO’S REASONABLE CONTROL, FOR INSTANCE, FROM THE DELAY OR FAILURE TO DELIVER A TRANSCRIPT OR OTHER MATERIAL BY A SERVICE PROVIDER, OR FROM A LAST-MINUTE CANCELLATION OF, OR FAILURE TO APPEAR BY, A SERVICE PROVIDER. YOU ACKNOWLEDGE THAT SERVICE PROVIDERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF STENO.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, STENO’S LIABILITY TO YOU OR YOUR LEGAL ENTITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
  1. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while You use the Site and/or the Services. We may suspend or terminate Your rights to use the Site or the Services at any time for any reason at our sole discretion, including for any use in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site and/or the Services will terminate immediately. Steno will not have any liability whatsoever to You for any termination of Your rights under these Terms. 
  1. Changes to These Terms. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to us (if any), and/or by posting the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to You the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site and/or the Services. Continued use of our Site and/or the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
  1. Dispute Resolution. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Steno and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
    1. For Users That Are Not Individuals. In the event You do not have an individual account, the following applies to You: The parties agree to resolve all disputes arising under or in connection with the Terms through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within 30 days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in Los Angeles, California. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The selection of an arbitrator under the rules of the AAA will be final and binding on the parties. The arbitrator must be independent of the parties. The arbitrator’s decision will be final and binding on both parties, and the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The costs and expenses of the arbitration will be shared equally by both parties; however, if the arbitrator finds that either the substance of the claim or the relief sought in arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Notwithstanding the foregoing, this Section will not prohibit either party from: (i) bringing an individual action in small claims court; (ii) seeking injunctive or other equitable relief in a court of competent jurisdiction; (iii) pursuing an enforcement action through the applicable federal, state, or local agency if that action is available; or (iv) filing suit in a court of law to address an intellectual property infringement or misappropriation claim.
    2. If You have an individual account, the following applies to You:
      1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, You and Steno agree that any dispute, claim, 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 these Terms and prior versions of these Terms, including claims and disputes that arose between You and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) You and Steno may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) You or Steno 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 these Terms as well as claims that may arise after the termination of these Terms.
      2. Informal Dispute Resolution. There might be instances when a Dispute arises between You and Steno. If that occurs, Steno is committed to working with You to reach a reasonable resolution. You and Steno 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 Steno 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”). If You are represented by counsel, your counsel may participate in the conference, but You will also participate in the 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 Steno that You intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@steno.com or regular mail to our offices located at 315 W. 9th Street, Suite 807, Los Angeles, California 90015. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if You have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

        The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
    3. Waiver of Jury Trial. YOU AND STENO 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 Steno are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in This Section (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.
    4. Waiver of Class and Other Non-Individualized Relief. YOU AND STENO AGREE THAT, EXCEPT AS SPECIFIED IN THIS SECTION (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 CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under this Section (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), You and Steno agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Los Angeles County, California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent You or Steno from participating in a class-wide settlement of claims.
    5. Rules and Forum. These Terms evidence 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 Steno 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: (1) 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; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) 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: (1) 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; (2) 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; and (3) 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.

      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 Steno 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.
    6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California 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 this Section (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
    7. 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: (1) all Disputes arising out of or relating to this Section (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of this Section (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such this Section (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in this Section 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; (3) 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; and (4) 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 this Section (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.
    8. 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 Steno 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.
    9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, You and Steno agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Steno 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 (1) 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); (2) appoint one arbitrator for each batch; and (3) 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 Steno.

      You and Steno 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: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) 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 arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.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 Steno 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.
    10. 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: legal@steno.com, 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 these Terms 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.
    11. Invalidity, Expiration. Except as provided in this Section (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 Steno 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.
    12. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Steno 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 become effective by writing to Steno at Steno Agency, Inc., 315 W. 9th Street, Suite 807, Los Angeles, California 90015, 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. Changes to this Arbitration Agreement do not provide You with a new opportunity to opt out of the Arbitration Agreement if You have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If You reject any change or update to this Arbitration Agreement, and You were bound by an existing agreement to arbitrate Disputes 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 Services or these Terms, the provisions of this Arbitration Agreement as of the date You first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Steno will continue to honor any valid opt outs of the Arbitration Agreement that You made to a prior version of these Terms.
  1. Export. The Site and/or the Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Steno, or any products utilizing such data, in violation of the United States export laws or regulations.
  1. Electronic Communications. The communications between You and/or your Legal Entity, on one hand, and Steno, on the other hand, use electronic means, whether You use the Site, the Services or send email correspondence, or whether Steno posts notices on the Site, the Services, or communicates with You and/or your Legal Entity via email. For contractual purposes, You (on behalf of Yourself and/or your Legal Entity) (a) consent to receive communications from Steno in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Steno provides to You and/or your Legal Entity electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect Your non-waivable rights.
  1. Entire Terms. These Terms constitute the entire agreement between You and Steno regarding the use of the Site and/or the Services. Steno’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Steno is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Steno’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Steno may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.