Terms & Conditions
Site Terms & Conditions of Use
1. User's Acknowledgment and Acceptance of Terms
2. Description of Services (the "Work")
We make various services available on this site including, but not limited to, transcription services, translation services, captioning services, note-taking services, editing services, proofreading services, copywriting services and other like services. You are responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and Internet access (including payment of all fees associated with such access).
3. Conduct on Site
Your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:
a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of anothers privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
f. impersonates any person or entity, including any of our employees or representatives.
In addition, you may not breach security or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
4. Third Party Sites and Information
This site may link you to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied.
5. Intellectual Property Information
Copyright © 2017 1888TYPEITUP. All Rights Reserved.
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See "Users Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
6. Unauthorized Use of Materials
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed).
2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above.
3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).
4. Provide information, if possible, sufficient to permit us to notify the owner/administrator of the allegedly infringing webpage or other content (email address is preferred).
5. Include the following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
6. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
7. Sign the paper.
8. Send the written communication to the following address:
576 Fifth Avenue
New York, NY 10036-4825
Phone: 1-888-TYPE-IT-UP (1-888-897-3488)
You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
7. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandize and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the services available on this site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
10. Participation in Promotions
From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
11. Email, Messaging, Blogging, and Chat Services
We may make email, messaging, blogging, or chat services (collectively, "Communications") available to users of our site, either directly or through a third-party provider. We make available separate supplemental agreements characterizing the relationship between you and us that, except where expressly noted or contradictory, includes these Terms.
We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as "spam") and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.
12. International Use
Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.
13. Termination of Use
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
14. Governing Law
This site (excluding any linked sites) is controlled by us from our offices within NY - New York, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of NY - New York, by accessing this site both of us agree that the statutes and laws of the State of NY - New York, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of NY - New York with respect to such matters.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to firstname.lastname@example.org if by email or to VerbalFusion Inc. 576 Fifth Avenue Suite 903 New York, NY 10036-4825 if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
16. Entire Agreement
You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
18. Contact Information
Terms and Conditions of Sale
1. Sale and Purchase of Goods
VerbalFusion Inc. dba 1888TYPEITUP ("1-888-TYPE-IT-UP" or "Seller") hereby agrees to sell, and You ("Buyer") hereby agree to purchase, transcription services and/or other like services and incorporated herein by this reference ("Goods") on the terms and conditions set forth in this Agreement.
Buyer agrees to pay VerbalFusion Inc. dba 1888TYPEITUP both promptly and in full for every order he or she places, including but not limited to those he or she places on the www.1888typeitup.com website, over the phone, in person and via email.
2. Purchase Price
Buyer agrees and understands that CD and DVD extraction, certification, closed captioning, dial-in recordings, foreign language transcription and translation, Microsoft Excel format, on-screen text transcription, paper copies, scene descriptions, secure stream recordings, speaker tracking/identification, subtitling, time stamps/time code and true verbatim transcription will increase the price. Buyer also agrees and understands that multiple speakers, semi-difficult audio, difficult audio, other special formatting and the level of turnaround time may impact the cost.
Buyer agrees to pay the Purchase Price of the Goods as printed on the Buyer's invoice(s). Buyer understands and agrees that 1-888-TYPE-IT-UP bills per minute of recorded audio or video in five-minute increments. Recorded seconds not constituting a full minute at the end of an audio or video file are considered a full minute. Recordings shorter than 15 minutes will be billed as 15 minutes or $50, whichever is greater, as a minimum charge. Pricing is subject to change without notice.
3. Payment Terms
Payment is due up front at the time of order placement. If Buyer requests to pay after the delivery of the Work and/or to pay via invoice, Buyer understands and agrees that 1-888-TYPE-IT-UP will require a valid credit card on file and that payment is due upon delivery of the Work to Buyer.
The total amount of the Purchase Price shall be payable in full by Buyer up front at the time of order placement. Any portion of the Purchase Price unpaid past thirty (30) days of the date of the invoice shall be considered overdue. All balances unpaid past 30 days of the date of the invoice are subject to a late fee of 15 percent of the total of the invoice. In addition, Seller shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Buyer for Seller's costs of collection, including attorney fees, legal fees and costs and disbursements.
Buyer agrees and authorizes 1-888-TYPE-IT-UP to charge his or her credit card at the time of order placement. Buyers who request to pay by check authorize 1-888-TYPE-IT-UP to maintain a credit card on file and charge such card should payment not be made within 30 days of the date of the invoice. Should 1-888-TYPE-IT-UP need to charge the credit card on file due to non-payment after 30 days of the date of the invoice, the late fee of 15 percent of the total of the invoice will apply.
This agreement commences as of the date of the first order placement process executed by the Buyer and terminates upon the termination date of the last service contract in effect between the parties. The initial term (the "Term") of each service contract will be for a period of twelve (12) months from the date of commencement of service(s) (as defined in the applicable Terms of Service), unless otherwise agreed to by both the parties.
Unless otherwise agreed in writing, delivery shall be made in accordance with Seller's turnaround time requested at time of order placement. Turnaround times provided by Seller are estimates only. Seller will make reasonable efforts to deliver in accordance with such dates; however, Seller will not be liable for failure to deliver as estimated. Unless otherwise agreed in writing by Seller, Goods shall be delivered according to Seller's standards and practices.
5. Limited Warranty
Seller supplies as its sole warranty the following:
Buyer understands and acknowledges that no transcript or translation is ever perfect.
With this in mind, 1-888-TYPE-IT-UP guarantees a 98% accuracy rate for Draft Transcripts with clear audio and one to two speakers, a 99% accuracy rate or higher for Premium Transcripts and a 99.9% accuracy rate or higher for Ultra Transcripts. Buyer understands that improperly recorded sessions may degrade the audio quality of the Source Media and its resulting transcription. 1-888-TYPE-IT-UP guarantees 99% accuracy with Premium Transcripts and 99.9% accuracy with Ultra Transcripts in cases of difficult or poor audio in the sense that 1-888-TYPE-IT-UP will upon request provide one additional transcript review free of charge should the Buyer be unhappy with the Work. However, if Buyer selects Draft Transcripts and does not upgrade his or her order to Premium Transcripts or Ultra Transcripts, Buyer agrees that accuracy will not be guaranteed if the recordings are anything but good audio. Good audio is a Source Media clearly recorded with one to two speakers in a quiet environment without background noise, heavy accents, heavy crosstalk, or audio defects. Buyer has a limit of seven (7) calendar days to request review of any transcript that Buyer believes does not meet the aforementioned accuracy guarantee. Failure to pay for Premium Transcripts or Ultra Transcripts at the time of order placement will void any such accuracy guarantee in the case of 3+ speakers and/or difficult or poor audio. Should Buyer ever be unhappy with the Work, regardless of whether Buyer submitted good audio or difficult audio, Buyer's only option is for 1-888-TYPE-IT-UP to review the work for necessary corrections. Due to the time-intensive nature of transcription, closed captioning, translation and subtitling work, 1-888-TYPE-IT-UP does not offer refunds.
Buyer agrees and accepts that 1-888-TYPE-IT-UP transcribes the spoken word without correcting grammar, syntax, or other errors made by speakers featured in the Source Media.
Buyer agrees and accepts that he or she will not hold 1-888-TYPE-IT-UP liable for loss of profits or any other form of damages that Buyer perceives to be connected to his or her engagement in the services provided by 1-888-TYPE-IT-UP.
Buyer agrees and accepts that given the nature of transcription services and other like services, 1-888-TYPE-IT-UP may acquire Buyer's confidential information via the provided Source Media. However, 1-888-TYPE-IT-UP will not share, distribute or otherwise disclose such confidential information to third parties. These third parties do not include 1-888-TYPE-IT-UP's own employees and independent contractors, all of whom may need to discuss specifics related to the Source Media, either in person, over the phone, or via technology (e.g. email) to ensure proper delivery of the Work to the Buyer.
Buyer agrees and accepts that it will not hold 1-888-TYPE-IT-UP liable for any Source Media placed in the mail. Should Buyer choose to mail any Source Media, Original or otherwise, Buyer agrees to accept full risk and responsibility for damaged, lost, stolen, or otherwise compromised Source Media. Buyer agrees and accepts full responsibility for these same risks when 1-888-TYPE-IT-UP ships the Source Media back to Buyer.
The warranties provided for herein shall be governed by Seller's warranty policies in effect on the date of delivery.
6. Disclaimer of Warranty/Limitation of Liability
Seller undertakes no responsibility for the quality of the Goods or that the Goods will be fit for any particular purpose for which Buyer may be buying the Goods, except as otherwise provided in this Agreement, and Seller disclaims all other warranties and conditions, express or implied.
SELLER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS THE "SELLER AFFILIATES") SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO BUYER OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GOODS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, BUYER'S TIME, LOST DATA, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF SELLER OR ANY OF THE SELLER AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
IN NO EVENT SHALL SELLER OR ANY SELLER AFFILIATE BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE OF THE GOODS ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER.
SELLER DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE GOODS AND NONE OF SELLER OR ANY SELLER AFFILIATE SHALL HAVE ANY DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY ANY OF THE GOODS.
7. Force Majeure
Seller shall not be held responsible for any failure of performance to make timely delivery of all or any part of the Goods in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire or other damage to or destruction of, in whole or in part, the Goods or the manufacturing facility for the Goods, the lack of or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Seller, which causes delays or hinders the manufacture or delivery of Goods. Seller shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.
Buyer may not assign this Agreement without Seller's written consent. Seller is the sole intended beneficiary of this Agreement. If there is any inconsistency between this Agreement and any other agreement included with or relating to the Goods, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Seller. Any additional or altered terms attached to any order submitted by Buyer shall be null and void, unless expressly agreed to in writing by Seller. If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. This Agreement shall be interpreted under the laws of the State of New York, without giving effect to conflicts-of-law rules; and in the event of a dispute under this Agreement; Buyer submits to the exclusive jurisdiction and venue of the courts of the Commonwealth of New York and hereby waives any objection to such jurisdiction and venue.