Effective Date:

March 1, 2025

Terms and Conditions

You can find our previous terms as of February 28, 2025 here and here (AI Creator). Now consolidated in our Terms below.

Welcome to Captions, the content creation and editing platform of Captions, LLC (“Captions,” “we,” or “us”). These Terms of Service (the “Terms”) are a legally binding agreement between Captions and the person or entity agreeing to the Terms (“User,” “you,” or “your). These Terms govern access to and use of our websites and mobile applications that link to these Terms (the “Website” and “App” respectively) and all of our products and services that we make available on the Website and/or App (such products and services, together with the Website and App, the “Services”). For clarity, the Services do not include the AI Models (defined below) that Captions makes available through the Services.

By browsing our Website or accessing the App, creating or administering an account, and/or accessing or using our Services you agree to be bound by these Terms, which, together with our Privacy Policy, any policies that link out from these Terms and any applicable additional terms for certain service offerings (such additional terms, “Special Terms”) comprise the “Agreement” between you and Captions. If you do not agree to these Terms, do not use our Services. In the event of a conflict between a provision in these Terms and the Special Terms, the Special Terms will control for that particular provision. If you use the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.

We reserve the right to change or update these Terms from time to time at our sole discretion. Except for changes to Schedule A which provides for binding arbitration, we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms any time by posting the amended Terms here with an updated “Last Updated” date above. Please review the Terms frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Services.

IMPORTANT NOTICE FOR USERS USING THE SERVICES FOR PERSONAL USE: THESE TERMS CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER.

1. General

1.1 Eligibility to Use Services

You may use the Services only if you can form a binding contract with Captions (either on behalf of yourself or the entity you represent), and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 other than to view the Website is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by Captions. By registering a User Account (defined below), you represent and warrant that (A) you are at least 18 years of age, (B) you will use the Service in accordance with these Terms and all applicable local, state, national and international laws, rules and regulations, and (C) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to these Terms.

1.2 Limited License

Captions provides software tools to edit or create video, audio and other forms of content. You may upload audio recordings, videos and images to the Services (any such content, along with your text prompts, “Input”) and the Services will automatically transcribe, caption, clip and/or otherwise transform your Input using our artificial intelligence and other technology tools. You can also use tools and content that we provide as part of the Services to create new content without needing to submit Input. Any content created as a result of your use of the Services is referred to herein as “Output.”

1.3 Special Features of the Services

The Services include a variety of features not all of which will be included in each Plan (as defined below). The features included in each Plan, are set out in the description of each such Plan and any additional restrictions or requirements related to such use, will be described in any Special Terms that may be applicable to those features. The features that we offer include the ability to: edit videos, use avatars we make available, use voice generation tools, create a digital twin, pick which generative AI model you wish to use (such AI models, the “AI Models”), and create custom avatars. Captions may also gather information from third party links you provide to inform Output, including possible integrations with such additional information. All content you generate using any feature of the Services is considered Output. Captions reserves the right to change some or all of the features of the Services at any time.

1.4 Acceptable Use Policy

Use of the Services, including all features that are part of the Services, is subject to User’s compliance with the Agreement, our Acceptable Use Policy (as the “AUP”) and any other policies or requirements that Captions posts on our Website. The AUP is incorporated herein by reference and forms a part of the Agreement. In addition to its other termination rights set forth in the Agreement, Captions may terminate a User’s subscription and access to one or more features, or to the Services as a whole, if a User violates the AUP. In addition, in such event Captions may, without notice, terminate your license in and to your Output. To the extent we permit you to download any Output, you may use such Output outside the Services, but such use must still be in accordance with the AUP.

1.5 Captions’ API

Use of Captions’ publicly available APIs is subject to Captions’ API Terms. You may not use the APIs unless you read and agree to such terms.

2. Intellectual Property; License

2.1 The Services

The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music (the “Captions Content”), and all rights related thereto, are the exclusive property of Captions and its licensors and are protected by intellectual property laws.

Subject to your compliance with the terms and conditions of the Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Services in accordance with the Agreement and subject to the restrictions as set forth herein, including to create Output if you create a User Account (as defined below). Captions reserves all rights not expressly granted herein in the Services and the Captions Content. Your use of the Services and the Output is at your own risk.

2.2 Input and Output

As between the parties, you own all rights in and to your Input and Output, subject to Captions’ and its licensors’ rights in the Captions Content contained in the Output. You hereby grant Captions a limited, nonexclusive, royalty-free, sublicensable license in your Input and Output to: host, cache, store, reproduce, transmit, modify, adapt, publish, translate, create derivative works from, distribute and use your Input and Output to provide the Services, to improve the Services, and to develop new services and products. Notwithstanding the foregoing, to the extent the Input contains your voice or likeness, or the voice or likeness of another person, we will not commercialize your voice on a standalone basis without your written permission.

The license set forth in this Section 2.2 shall survive any termination of these Terms.

2.3 Feedback

From time to time, you may provide us with comments, suggestions, or ideas for enhancements, improvements, changes, or additions to the Services or our business in general, including ideas for new features, materials, and other content (“Feedback”). By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. Captions has no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

2.4 Reservation of Rights

Except as expressly provided herein, nothing in this Agreement shall be deemed to create any license or other rights in and to the Services, including the Captions Content, that is not expressly set forth herein. Use of the Captions Content for any purpose not expressly permitted by the Agreement is strictly prohibited.

2.5 Publicity and Marketing

Captions may use User’s name, logo, and trademarks solely to identify User as a client of Captions on Captions’ website, sales presentations, and other marketing materials, in accordance with User’s trademark usage guidelines, if provided.

3. Service Rules

3.1 General

You agree not to use the Services, Captions Content, or Output for any purpose that is unlawful or prohibited by these Terms or any Captions policies, or for any purpose not reasonably intended by Captions. Without limitation, you agree not to engage in any of the following prohibited activities:

(i) Creating multiple User Accounts, misrepresenting your identity or using the Services to impersonate any other person, forging or manipulating headers or identifiers to disguise the origin of any content transmitted through the Services;

(ii) Violating any federal, state, or local law, statute, ordinance, regulation, or ethical code;

(iii) Engaging in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;

(vi) Removing or modifying any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services, including the Captions Content, or on any materials printed or copied from the Services;

(vii) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;

(viii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Captions servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Captions grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(ix) transmitting spam, chain letters, or other unsolicited email;

(x) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;

(xi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

(xii) uploading invalid data, viruses, worms, or other software agents through the Services;

(xiii) collecting or harvesting any personally identifiable information, including account names, from the Services;

(xiv) reselling or making any commercial use of the Services including the Captions Content except as authorized hereunder without our prior written consent;

(xvi) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

(xvii) interfering with the proper working of the Services;

(xviii) decompiling, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Services;

(xix) Probing, scanning, or testing the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access to the Services or use of the Services or the content therein;

(xx) accessing any content on the Services through any technology or means other than those provided or authorized by the Services;

(xxi) accessing the Services including any Captions Content to build a similar or competitive website, product, or service;

(xxii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; or

(xxiii) attempting to indirectly undertake any of the foregoing.

Captions has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Captions may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.

3.2 Representations Regarding Your Output and Input

You represent and warrant to us that your Output will not violate the AUP or any other provision of this Agreement.

In connection with your Input, you represent and warrant to us the following:

You have all the rights necessary to grant Captions the rights to the Input as set forth above and to otherwise process your Input in accordance with your User Account setting, the Agreement, and our Privacy Policy.
You have the written consent of each and every identifiable natural person in the Input, if any, to use such person’s name, likeness and/or voice in the manner contemplated by the Services, this Agreement, and our Privacy Policy, and each such person has released you and your licensors from any liability that may arise in relation to such use.
You have obtained and are solely responsible for obtaining all consents as may be required by law to use any Input relating to third parties in the manner contemplated by you in connection with your use of the Services.
Your Input and Captions’ use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
Captions may exercise the rights to your Input granted under the Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
You will not upload, create, publish, store, submit, transmit, or otherwise share any Input that violates our AUP in any way.
To the best of your knowledge, all your Input and other information that you provide to us is truthful and accurate.

3.3 Captions Disclaimer Of Liability

CAPTIONS TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY OUTPUT THAT YOU OR ANY OTHER USER POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER THE SERVICES OR ON ANY THIRD PARTY WEBSITE OR APPLICATION. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR OUTPUT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON AND OFF THE SERVICES, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR DISTRIBUTION AND PUBLICATION OF YOUR OUTPUT. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO OUTPUT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT CAPTIONS SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT.

YOU ACKNOWLEDGE AND AGREE THAT CAPTIONS MAY OR MAY NOT, IN ITS SOLE DISCRETION, PRE-SCREEN OR OTHERWISE MONITOR INPUT BEFORE OR AFTER IT IS UPLOADED INTO THE SERVICE AND USED TO CREATE OUTPUT BUT HAS NO OBLIGATION TO DO SO. WE RESERVE THE RIGHT IN OUR SOLE DISCRETION, BUT DO NOT ASSUME THE OBLIGATION, TO REJECT, MOVE, EDIT, OR REMOVE ANY INPUT AND/OR OUTPUT, INCLUDING ANY INPUT AND/OR OUTPUT THAT VIOLATES THESE TERMS, THE AUP OR IS OTHERWISE OBJECTIONABLE.

Should you believe that Output violates applicable law or this Agreement, you may report that Output to Captions at legal@captions.ai. Captions assumes no responsibility for moderating User Output and will review and address reports in its full discretion.

4. User Accounts

You may be required to create an account to access certain parts of the Services (your “User Account”). To register for a User Account, you may be required to provide us with certain information, such as a name and contact information. We may allow you to create a User Account by linking an existing account you have with a third party service, such as Google or Apple.

Your User Account gives you access to certain services, features and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. By connecting to Captions with a third-party service, you give us permission to access and use your information from that service as permitted by that service and our Privacy Policy, and to store your log-in credentials for that service (if applicable).

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password (where applicable) and authentication codes secure. Where applicable, we encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your User Account. You must notify Captions immediately of any breach of security or unauthorized use of your User Account. Captions will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service, including how you wish to share Output in your settings page.

We reserve the right to disable or close any User Account at any time and for any reason or for no reason.

5. Subscriptions

5.1 Subscription Plans.

We may offer one or more subscription plans, each with different available features, functionalities or length of subscription (each, a “Plan”). We may reserve the right to change our available Plans at any time provided that such changes will only apply on a go-forward basis to any renewal of your subscription.

5.2 Recurring Billing

By enrolling in one of our automatically renewing Plans, you authorize us (or the applicable app store (such as Apple’s App Store or Google Play) to charge your credit card on a recurring basis for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details in order to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details.

If your credit card cannot be processed for some reason, we may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.

5.2 Cancellation

When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. To cancel, access the Manage Subscriptions setting in your Profile on the app. Deleting the app will not cancel your subscription. If you cancel, your right to use the Services under your Plan will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges).

‍5.3 No Refunds.

EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to your Plan through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your Plan and access to the Services.

5.4. Subscription Price Changes.

Except as otherwise set forth herein, we reserve the right to change the fees for any of our subscription Plans at any time. If the regular fee for your subscription increases, we will notify you before applying it in connection with an automatic renewal.

5.5 Free Trials & Promotions; Beta Services

We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Service are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. You may cancel your subscription during your promotional period to avoid being charged the full applicable subscription fee using the procedures described in the “Cancellation” section above.‍

From time to time, we may make available services or functionality to you that are not generally made available to Captions customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of the Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. Beta Services are not considered “Services” under these Terms. By accessing or using the Beta Services, you understand, acknowledge and agree that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES, INCLUDING WITHOUT LIMITATION ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Services.

6. AI Models.

Your use of and access to the AI Models are subject to terms and conditions specified by the owner of such services. You agree that your use of the AI Models will comply with the additional terms and conditions of the AI Models identified at www.captions.ai/legal/aimodels. CAPTIONS DISCLAIMS ALL LIABILITY RELATED TO USER’S USE OF THE AI MODELS.

7. Changes, Suspension or Termination of Service

We may, without prior notice, change some or all of the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. If we terminate your access to the Services, all rights and licenses hereunder shall immediately terminate.

8. Disputes with Other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Captions shall have no liability for your interactions with other Users, or for any User’s actions or inactions.

9. Text Messaging

Signing Up for SMS Text Messages. You may sign up for SMS text messages in connection with the Services, including marketing text messages. By Opting In to text messages, you authorize us or our provider to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your Opt-In. You authorize us to include marketing content in any such messages. You do not have to Opt In or agree to Opt In as a condition of any purchase. (For purposes of this section, “Opting In,” “Opt In” and “Opt-In” refer to requesting, joining, agreeing to, enrolling in, signing up for, acknowledging, or otherwise consenting to receive any text messages.)

To opt out, you must text STOP in response to any SMS message sent from or on behalf of us. You understand and agree that any other method of opting out, including (but not limited to) texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

By Opting In to text messages:

You are signing your Opt-In to the text messages.
You accept these Terms. Our text message-related activities are part of the Services as defined above.
You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to Opt In.
You consent to the use of an electronic record to document your Opt-In. To withdraw that consent, request a free paper or email copy of the Opt-In, or to update our records with your contact information, please contact us as described at the end of our Privacy Policy. To view and retain an electronic copy of these SMS Terms or the rest of your Opt-In, you will need (i) a device (such as a computer or mobile phone) with Internet access, and (ii) and either a printer or storage space on such device. For an email copy, you’ll also need an email account you can access from the device, along with a browser or other software that can display the emails. These SMS Terms still will apply if you withdraw the consent mentioned above or opt out of the text messages.

After Opting In, in addition to the main messages the service offers, you may receive one or more welcome messages or administrative messages, such as (in some cases) a request to confirm your Opt-In.

Message and data rates may apply to messages that we send you or that you send us. You may receive multiple, recurring messages. We may terminate our text message programs or your participation in them at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these provisions still will apply. You may receive one or more confirmation messages when you opt out or when your participation in the program otherwise ends. We and mobile carriers are not liable for delayed or undelivered messages.

For customer service regarding our SMS programs, contact us as provided at the end of these Terms.

‍Discontinuing or Transferring Your Phone Number. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your account or these Terms.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

10. No Professional Advice

If the Services provide professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Services. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

11. Data Protection; Usage Data

11.1 Data Privacy

We care about the privacy of our Users. You can learn how we collect, use and disclose personal information in connection with our Services by reading our Privacy Policy. We encourage you to give the Privacy Policy a careful look because, by using our Services, you understand that Captions can collect, use, and share your information consistent with our Privacy Policy.

11.2 Usage Data

Captions may collect data while providing the Services to you, such as account information and settings, billing history, usage details (e.g., information about usage including token count per Input and response), operational status, authentication details, quality and performance metrics, and other technical details necessary for Captions to operate and maintain the Services (“Usage Data”). Users acknowledges that Captions uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. Captions will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify User or any other person and (b) aggregated with data across other customers.

11.3 California Input

To the extent you are a User subject to the California Consumer Privacy Act (“CCPA”) and upload Input of California consumers to the Services, this Section 11.3 applies. The User and Captions are each Businesses (as defined in the CCPA) with regard to Personal Information (as defined in the CCPA) contained in Input (“California Input”). The User and Captions will each comply with their respective obligations under the CCPA and are solely responsible for such compliance. Captions shall only use California Input as described in these Terms, including for the purposes set forth in Section 2.3. Captions will notify User if it determines that it is no longer able to meet its obligations under Data Protection Laws. User may, upon reasonable belief that Captions is in breach of the CCPA and upon 30 days’ written notice, request that Captions provide it with documentation necessary to demonstrate its compliance with the CCPA. User shall have the right, upon 30 days’ written notice, to take reasonable and appropriate steps to remediate use of California Input that violates the CCPA.

12. DMCA Notice

Since we respect artist and content owner rights, it is Captions’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Captions’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Captions to contact you, such as your address, telephone number, and e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:

ATTN: DMCA Notice

Captions

Address:

169 Madison Ave.

Ste. 11185

New York, NY 10016

Tel.: (617) 858-0452

Email: DMCA@captions.ai

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Captions and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Captions rights and obligations under the DMCA, including 17 U.S.C. §512I, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Captions has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Captions may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

13. Third-party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by Captions. Captions does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services or share your Input on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Captions' Privacy Policy do not apply to your use of such sites. You expressly relieve Captions from any and all liability arising from your use of any third-party website, service, or content, including without limitation Input submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Captions shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

14. Indemnity

You agree to release and defend, indemnify and hold harmless Captions and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) Output other than arising from Caption’s breach of its obligations under this Agreement; (iii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (v) your violation of any applicable law, rule or regulation; (vi) Input or any content or data that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vii) your willful misconduct; or (vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

In the event that you have a dispute with one or more other Users, you release Captions, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

15. No Warranty

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAPTIONS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CAPTIONS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, CAPTIONS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CAPTIONS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR THE ACTIONS TAKEN IN YOUR USER ACCOUNT, INCLUDING ANY SHARING OF INPUT IN YOUR USER ACCOUNT WITH OTHER USERS OR THIRD PARTIES. CAPTIONS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES, AND CAPTIONS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.YOU WAIVE AND HOLD HARMLESS CAPTIONS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CAPTIONS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CAPTIONS OR LAW ENFORCEMENT AUTHORITIES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAPTIONS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO (A) THE USE OF, OR INABILITY TO USE, THE SERVICES OR VIEW ANY OUTPUT, (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS; (C) ANY CONTENT OBTAINED FROM THE SERVICES, INCLUDING WITHOUT LIMITATION OUTPUT; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR INPUT. UNDER NO CIRCUMSTANCES WILL CAPTIONS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPTIONS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) INPUT, OUTPUT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CAPTIONS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CAPTIONS HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CAPTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE SERVICES, INCLUDING THE CONTENT AVAILABLE WITHIN THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO CAPTIONS’ DECISION TO ENTER INTO THE AGREEMENT BETWEEN CAPTIONS AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

17. Disputes; Choice of Law.

This Agreement and the relationship between you and Captions shall be governed by the laws of the State of New York without regard to conflict of law provisions. You agree that: (i) the Services shall be deemed solely based in New York; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

All Users that use the Services for personal or household purposes are subject to the terms of Schedule A to these Terms, including, with limited exceptions, the binding arbitration requirements and class action waiver described in Schedule A. Please read Schedule A – it may significantly affect your legal rights, including your right to file a lawsuit in court. Some jurisdictions do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the terms in Schedule A may not apply to you or be enforceable with respect to you.

For Users that use the Services for business purposes, all disputes will be heard by a court of competent jurisdiction in the county of New York in New York State.

For any dispute with Captions, you agree to first contact us at legal@captions.ai and attempt to resolve the dispute with us informally. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your User Account, if any, to the following email address: legal@captions.ai. For any dispute that Captions initiates, we will send our written description of the dispute to the email address associated with your User Account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Captions agree to the further dispute resolution provisions below.

The above informal dispute resolution process Is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18. Additional Terms For Mobile Applications

18.1. Mobile Applications.

We may make available software to access the Services via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. Captions does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Captions hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one Captions User Account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications.

18.2. Mobile Applications From Apple App Store.

The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Captions, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Captions as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Captions as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Captions, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Captions acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

18.3. Mobile Applications From Google Play Store.

The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Captions only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Captions, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Captions’ Google-Sourced Software.

19. EU Digital Services Act Disclosures

If you are an EU resident, please see the following Digital Services Act (DSA) disclosures.

EU DSA Point of Contact. Communications regarding Digital Services Act (DSA) compliance should be directed to legal@captions.ai.

Policies & Procedures for Moderation of Input. You can find information on Output that is and is not permitted on the Services and how we enforce violations of these restrictions in this Agreement, including Sections 1.4 and 3, and the AUP.

Tools Used for Content Moderation. We use automated review of Output to evaluate their compliance with this Agreement and our AUP, and their general suitability for the Service. We may use technology to detect and restrict content and accounts that may violate this Agreement or the AUP. That technology may block content from being generated or flag an account or piece of content. Flagged content may be reviewed and actioned by human reviewers.

If we make a decision to block your content, suspend or terminate your account, or take other actions, we will notify you as required by the DSA.

Notification of Illegal Content. If you wish to notify us of content that you believe violates EU or Member State law, you can email us at legal@captions.ai. Please include the following information in your notice:

A detailed explanation of why you believe the content is illegal under EU or Member State law;
The URL of the allegedly illegal content or other information allowing us to locate the content on the Service;
Your name and email address;
A statement confirming your bona fide belief that your notification is accurate or complete.

Complaints about Content Moderation Decisions. You may have the right to submit a complaint, free of charge, about certain decisions related to your user content that we have deemed illegal or that violates this Agreement, specifically:

Removal or restricting the visibility of your user content;
Suspension or termination of your account, or a whole or partial ban on your use of the Service;
Restrictions on the ability to monetize your user content.

To submit a complaint, please email us at legal@captions.ai and describe in detail why you believe our decision was in error. Your description must include your full name and the email address used to obtain the Service from us, along with a copy of the decision you received from us. You may also have a right to submit the dispute to an out-of-court dispute settlement body certified by the applicable Member State Digital Services Coordinator.

Suspensions for Abuse of these Procedures. If you frequently submit illegal content or manifestly unfounded content notices or complaints, we may suspend your account as permitted by the DSA.

Notification of Criminal Activity. If we become aware of any information that give us a good faith belief that a criminal offense involving a threat to the life or safety of a person or persons has taken place, is taking place or is likely to take place, we may notify the appropriate authorities in the applicable EU Member State as required by the DSA.

20. Duration And Termination Of Terms

20.1. Duration.

The Agreement between you and Captions reflected by these Terms is effective when you access the Services (for example to create a User Account) and remains in effect until either you or we terminate the Agreement in accordance with these Terms.

20.2. Termination By Users.

You may terminate your User Account by logging in or emailing us at legal@captions.ai, but note that we may continue to retain information about you for the purposes authorized under our Privacy Policy unless prohibited by law.

If you do not have a User Account with us, you may terminate the Agreement by ceasing use of the Services.

20.3. Termination By Captions.

Captions reserves the right to modify or discontinue any portion or all of the Services, for any reason whatsoever and to restrict, suspend, and terminate any user’s User Account, as set forth herein.

20.4. Survival.

Provisions that, by their nature, should survive termination these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

21. General

21.1. Assignment

‍The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Captions without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

21.2. Notification Procedures.

Captions may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Service or via email to the email address listed on your User Account. It is your obligation to update your User Account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.

21.3. Entire Agreement/Severability.

The Agreement, together with any amendments, any additional agreements you may enter into with Captions in connection with the Services, and policies or rules that Captions may post on the Services, shall constitute the entire agreement between you and Captions concerning the Service and supersede any prior agreements, oral or written, between you and Captions. If any provision of the Agreement is deemed invalid by an arbitrator or court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver section in Schedule A, the entire arbitration agreement shall be unenforceable.

21.4 No Waiver.

No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and Captions’ failure to assert any right or provision under the Agreement shall not constitute a waiver of such right or provision.

21.5. Limitation of Time to File Claims.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This provision does not apply to residents of New Jersey.

21.6. No Third-Party Beneficiaries.

You agree that, except as otherwise expressly provided in the Agreement, there shall be no third-party beneficiaries to the Agreement.

22. Contact Us

Please contact us at legal@captions.ai with any questions regarding this Agreement.

‍

Schedule A

Arbitration, And Class Action/Jury Trial Waiver

READ THIS SCHEDULE A CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

1. Mutual Arbitration Agreement

We each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to your access or use of the Services including without limitation (i) the content available within the Service such as Captions Content ; (ii) the Agreement (including its formation, performance, and breach); or (iii) that in any way relate to the provision or use of the Services, your relationship with Captions, or any other dispute with Captions, (collectively, “Claims”), shall be resolved exclusively through binding arbitration in accordance with this Schedule A (collectively, the “Arbitration Agreement”). This includes Claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as Claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in Section 17.9. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Captions expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in this Schedule, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Agreement, including this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties' decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property right“ ("intellectual property rights" in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

You and Captions agree to submit to the personal jurisdiction of any federal or state court in New York, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in Section 2 below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND CAPTIONS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

2. Class Arbitration And Collective Relief Waiver

YOU AND CAPTIONS ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 3, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS CAPTIONS PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that this Section 2 is not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Captions from participating in a class-wide settlement of a claim.

3. Arbitration Rules

The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by the "Arbitration Agreement" provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

4. Initiating Arbitration

Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@captions.ai. If Captions is initiating arbitration, it will serve a copy of the demand to the email address associated with your User Account or the email that Captions has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

5. Arbitration Location And Procedure

If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in New York, New York, United States of America, unless you and Captions otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Captions submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Captions (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

6. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the "Limitation of Liability" section of the Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorney’s' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

7. Fees

You are responsible for your own attorney’s' fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

8. Right To Opt Out Of The Arbitration Agreement

IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS SCHEDULE, THEN: (1) you must notify Captions in writing within thirty (30) days of the date that you first accessed or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Arbitration and Class Action Waiver”); (2) your written notification must be mailed to 169 Madison Ave.; Ste. 11185 PMB 63183; New York, NY 10016 or emailed to legal@captions.ai; and (3) your written notification must include (a) your name, (b) your address, and (c) a clear statement that you wish to opt out of this Arbitration Agreement. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Arbitration and Class Action Waiver” provisions by you and Captions.

9. Changes To This Arbitration Agreement

Captions will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver schedule, including by posting the change on the Services, or providing any other notice in accordance with legal requirements. Any such changes will go into effect 30 days after Captions provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Captions changes this “Arbitration and Class Action Waiver” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in the Terms.

10. Venue And Governing Law

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Captions agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in New York, New York. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available.