Effective Date: October 18, 2024
Last Updated: October 18, 2024
This Terms of Service document, hereinafter referred to as the "Terms," constitutes a legally binding contract between you, the user, whether as an individual or on behalf of an entity ("You," "Your," or "User"), and Closed Caption Converter ("Company," "We," "Us," or "Our"). These Terms govern your access to and use of all products and services offered by the Company.1
The scope of this agreement encompasses the entirety of the Company's offerings, which include, but are not limited to, the corporate website located at https://www.closedcaptionconverter.com (the "Website"), any associated web-based or mobile applications, the Application Programming Interface ("API"), the Command-Line Interface ("CLI"), and all related software, features, tools, data, and documentation (collectively, the "Service" or "Services").2 This comprehensive definition ensures that your interactions with any facet of our platform are governed by a single, consistent set of rules.4
By creating an account, accessing the Website, submitting content, or using any part of the Service in any manner, you acknowledge that you have read, understood, and agree to be unconditionally bound by these Terms and all other operating rules, policies, and procedures that may be published from time to time on the Website by us, including, without limitation, our Privacy Policy, which is incorporated herein by reference. To ensure explicit and affirmative consent, which strengthens the legal enforceability of this agreement, you will be required to click an "I Agree" checkbox or a similar mechanism during the account registration process.1 If you do not agree to all the terms and conditions of this agreement, you must not access the Website or use any of the Services.
The Service is intended for use by individuals who are at least eighteen (18) years of age or the legal age of majority in their jurisdiction of residence. By using the Service, you represent and warrant that you meet this age requirement.6 The Service is not directed to, and not intended for use by, children under the age of thirteen (13). We do not knowingly collect personal information from children under 13. If you are under the age of 13, you are strictly prohibited from registering for or using the Services.7
If you are using the Service on behalf of a corporation, organization, or other legal entity, you represent and warrant that you have the full legal authority to enter into this agreement and bind such entity to these Terms. In such a case, the terms "You," "Your," and "User" shall refer to that entity.7
We reserve the right, at our sole discretion, to modify, amend, or replace these Terms at any time. We will provide notice of any material changes by posting the updated Terms on the Website and indicating the "Last Updated" date at the top of this document. We may also, but are not obligated to, notify you via the email address associated with your account.9 Your continued use of the Service following the posting of any changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically for changes.
To ensure compliance with local consumer protection legislation, particularly for users in certain jurisdictions, specific rules may apply to amendments. For Consumers in Ontario, Canada, amendments to this agreement will be made in accordance with the Consumer Protection Act, 2002. This may require us to provide you with advance notice and obtain your express consent for certain changes, particularly those that would reduce our obligations or increase your obligations under this agreement, unless such changes are otherwise permitted by law.10 This approach ensures that our terms remain enforceable while respecting consumer rights in our home jurisdiction.
To ensure clarity and prevent ambiguity within this agreement, the following terms shall have the meanings ascribed to them below 11:
The Closed Caption Converter provides a professional-grade suite of tools designed for the broadcast media and film industries, as well as for individual creators and developers. The core functionalities of the Service include 2:
We are constantly evolving our Services to improve your experience. As such, we reserve the right to modify, add, enhance, or discontinue any feature, tool, or aspect of the Service at any time, temporarily or permanently, with or without notice.9 You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
The Service is provided on an "as is" and "as available" basis. While we will employ commercially reasonable efforts to maintain the availability and performance of the Service, we do not provide a guarantee of specific uptime percentages or uninterrupted access, unless explicitly stated in a separate, enterprise-level Service Level Agreement (SLA).11 We are not responsible for any downtime, performance issues, or service interruptions caused by factors beyond our reasonable control, including but not limited to acts of God, actions of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or failures of third-party service providers, such as our cloud hosting infrastructure.21 We may also perform scheduled maintenance, for which we will endeavor to provide advance notice.
To access most features of the Service, you must register for an account. During registration, you agree to provide information that is true, accurate, current, and complete as prompted by the registration form.19 You are also responsible for promptly updating this information to keep it true, accurate, current, and complete.
You are solely and fully responsible for maintaining the confidentiality and security of your account credentials, including your password and any API keys assigned to you. You must not share your credentials with any third party. You agree to immediately notify the Company of any suspected or actual unauthorized use of your account or any other breach of security.19 The Company will not be liable for any loss or damage arising from your failure to comply with these security obligations.
You are responsible for any and all activities that occur under your account, whether or not such activities are authorized by you. This includes responsibility for all User Content uploaded, processed, or transmitted, as well as for all fees and charges incurred under your account.
This section details the financial terms governing your use of the Service, reflecting our subscription and pay-per-use models.2
We offer several plans to access the Service. The features available depend on the plan selected.
| Feature | Free Trial (7-Day) | Monthly Plan ($9.99/mo) | Yearly Plan ($99.99/yr) |
|---|---|---|---|
| File Conversion | Limited Access | Full Access | Full Access |
| Timecode Offset | Full Access | Full Access | Full Access |
| SCC Inspector | Full Access | Full Access | Full Access |
| Frame Rate Conversion | Full Access | Full Access | Full Access |
| Batch Processing | Full Access | Full Access | Full Access |
| Search & Replace | Full Access | Full Access | Full Access |
| Blank Frame Insertion | No | Yes | Yes |
| Auto Text Formatting | No | Yes | Yes |
| Auto Reading Rate Correction | No | Yes | Yes |
Use of our API and CLI tools is billed on a pay-per-use basis. Charges are calculated per "job" (e.g., a single file conversion), with pricing starting at $0.10 USD per job.2 You will be billed for your usage according to the billing frequency you select (e.g., monthly). Payment terms for invoiced amounts will be as specified on the invoice (e.g., Net 30 days).20
You must provide a current, valid, and accepted method of payment to use our paid Services. By providing such payment information, you authorize us (or our third-party payment processor, such as Stripe) to charge all applicable fees, including subscription fees, usage-based fees, and any applicable taxes, to your designated payment method.22 All fees are quoted and payable in United States Dollars (USD), unless otherwise explicitly stated.2
Unless you cancel your subscription prior to the end of the current subscription period, your subscription will automatically renew for a successive period of the same duration (e.g., month-to-month or year-to-year) at the then-current, non-promotional price.5 You authorize us to charge your payment method for the renewal term. You may cancel your subscription at any time through your account settings.
In alignment with best practices and consumer protection standards, particularly those evolving under Ontario's Consumer Protection Act, we will provide notice for certain renewals. For Ontario Consumers with fixed-term subscriptions (e.g., a yearly plan), we will send a renewal reminder notice to your registered email address between 30 and 60 days before your renewal date. This notice will remind you of the upcoming renewal, the applicable fee, and provide clear instructions on how to cancel your subscription to avoid future charges.10 This proactive approach ensures transparency and gives you full control over your subscription.
We reserve the right to change the prices for our Services at any time. We will provide you with at least thirty (30) days' prior notice of any price changes. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the modified amount. For Ontario Consumers, a price change during a fixed-term contract may be considered a material amendment requiring your express consent.10
All fees paid for the Service are non-refundable, except where required by applicable law or at our sole and absolute discretion.7 We do not provide refunds or credits for any partial subscription periods or unused services. This policy does not limit any statutory rights you may have. For example, Consumers in Ontario may have specific cancellation and refund rights under the
Consumer Protection Act, 2002, such as a 10-day cooling-off period for certain types of contracts or the right to cancel due to misrepresentation, which we will fully honor.23
All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Subject to your full compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service for your internal business or personal purposes during the term of your subscription or as otherwise permitted by us.4 This license is granted solely for the purpose of enabling you to use and enjoy the benefit of the Services as provided by the Company, in the manner permitted by these Terms.
Your right to use the Service is strictly limited. You agree that you will not, and will not permit any third party to, directly or indirectly 6:
This section governs the rights and responsibilities related to the content you provide to the Service. It is designed to protect your ownership while enabling us to provide our services.
You retain full ownership of your User Content. We do not claim any ownership rights, title, or interest in or to any of the video, audio, text, or other materials you upload and process through the Service. All intellectual property rights in your User Content remain exclusively with you.9 To be unequivocally clear: you hold the keys to your content, and we will never sell your content to third parties without your explicit permission.28
In order to operate and provide the Service, you grant the Company a limited, worldwide, royalty-free, and non-exclusive license to host, store, copy, process, transmit, modify, reformat, display, and create derivative works of your User Content. This license is granted solely for the necessary and specific purpose of providing, maintaining, securing, and improving the Service for you, such as converting a file from one format to another or applying a timecode offset as you have directed.27 This license is not for any other purpose. The license you grant to us terminates when you delete your User Content from our systems or terminate your account, subject to our data retention policies for residual backups and any aggregated, anonymized data used for service analytics.
You represent and warrant to the Company that:
You are solely and exclusively responsible for all of your User Content, including its legality, reliability, accuracy, and appropriateness. The Company acts as a passive conduit for the online storage, processing, and manipulation of User Content. We have no obligation to monitor, review, or screen User Content. However, we reserve the right (but not the obligation) to refuse, remove, or disable access to any User Content that we believe, in our sole discretion, violates these Terms or is otherwise harmful or objectionable.19
The Company will treat your User Content as your confidential information and will protect it with the same degree of care that we use to protect our own confidential information of a similar nature, but in no event less than a reasonable degree of care. Our access to your User Content is strictly limited to authorized personnel for the purposes of providing technical support or maintaining the Service, and where feasible, we will seek your consent before such access occurs.19 Our obligations with respect to your personal data are further detailed in our Privacy Policy.
Excluding your User Content, you acknowledge that all rights, title, and interest in and to the Service and all materials therein, including, without limitation, the software, source code, object code, website design, text, graphics, logos, trademarks, and service marks (the "Company IP"), are the exclusive property of the Company and its licensors. These Terms do not grant you any rights to use the Company IP except for the limited license to use the Service as expressly permitted herein.6
If you provide us with any feedback, comments, ideas, or suggestions regarding the Service ("Feedback"), you acknowledge that such Feedback is given voluntarily. We will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise, and without any compensation to you.19
You acknowledge that the Service is primarily intended for professional and commercial use within the media and film industries. You are responsible for ensuring that you have obtained all necessary licenses and permissions for the commercial use and exploitation of your User Content and any underlying works contained therein. You represent and warrant that your use of the Service is commercial in nature or that you have otherwise secured all rights required for your intended use. You are aware of Section 29.21 of the Canadian Copyright Act, which provides a limited exception for non-commercial user-generated content, and you agree that you will not rely on this or any similar legal exception in connection with your use of this Service.31 You agree to fully indemnify and hold harmless the Company from and against any and all claims, damages, and liabilities arising from a third party alleging that your User Content infringes on their rights due to your failure to secure appropriate commercial licenses or permissions.33 This provision clarifies that the legal responsibility for content licensing rests entirely with you, the user, thereby protecting the platform from potential infringement claims stemming from the specific nature of Canadian copyright law.
Your use of the Service is subject to this Acceptable Use Policy. You agree not to use, or encourage or permit others to use, the Service in any of the following ways.
You may not upload, post, transmit, or otherwise make available any User Content or use the Service to engage in any activity that 12:
You shall not attempt to or engage in any activity that compromises the security or integrity of the Service or its underlying infrastructure. Such prohibited actions include 9:
We reserve the right, but are not obligated, to investigate any violation of this Acceptable Use Policy or misuse of the Service. We may, at our sole discretion, suspend or terminate your access to the Service, remove or disable access to any of your User Content, and take any other action we deem appropriate, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.1
Your privacy is of paramount importance to us. Our collection, use, disclosure, and protection of your personal information are governed by our Privacy Policy, which is available on our Website at [Link to Privacy Policy]. Our Privacy Policy is incorporated by reference into these Terms and explains in detail how we handle your data in compliance with applicable privacy laws, including Canada's PIPEDA. It outlines the 10 fair information principles we adhere to, including accountability, identifying purposes, consent, limiting collection, limiting use and retention, accuracy, safeguards, openness, individual access, and challenging compliance.16 The policy details what information we collect, why we collect it, how it is used, with whom it may be shared, our data retention practices, and your rights as a data subject.
We are committed to protecting the security of your data. We implement and maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of your User Content against unauthorized access, use, or disclosure. Our security practices are a cornerstone of the trust you place in us and include 21:
This agreement shall commence on the date you first accept these Terms and will remain in full force and effect as long as you have an account with us or continue to use the Service.
You have the right to terminate this agreement at any time by cancelling your subscription and ceasing all use of the Service. You can terminate your account through your account settings on the Website or by contacting our customer support team for assistance.1
We may, in our sole discretion, suspend or terminate your account and your access to the Service, in whole or in part, at any time and for any reason, with or without notice. Grounds for such action include, but are not limited to, (a) a breach or violation of these Terms or other incorporated agreements or guidelines, (b) non-payment of fees owed by you in connection with the Services, (c) a request by law enforcement or other government agencies, or (d) unexpected technical or security issues or problems.1
Upon termination of this agreement for any reason:
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.7
THE COMPANY MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS, INCLUDING ANY GENERATED CONTENT, THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (D) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.5
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO THE COMPANY FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).19
You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, actions, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your User Content, including any claim that your User Content infringes or misappropriates the intellectual property or other rights of a third party; or (c) your violation of these Terms or any applicable law or regulation.
These Terms and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions.18
In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, you agree to first use your best efforts to settle the dispute by contacting us directly. You agree to engage in good faith negotiations with us to resolve the dispute before resorting to more formal proceedings.
Except for disputes that qualify for small claims court or those seeking injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Company agree that any dispute arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered in Toronto, Ontario, Canada.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. By entering into this agreement, you and the Company are each waiving the right to a trial by jury and the right to participate in a class action lawsuit.7
This mandatory arbitration and class action waiver provision does not apply to Consumers in Ontario to the extent that it is prohibited by the Consumer Protection Act, 2002. The Consumer Protection Act, 2002 provides that a consumer cannot be prevented from commencing or becoming a member of a class proceeding, and any term in an agreement that attempts to do so is void.18 This exception ensures the enforceability of the clause in our primary jurisdiction by aligning with local consumer protection law.
This section is intended to provide additional clarity and ensure compliance with the Ontario Consumer Protection Act, 2002 (the "CPA") for our users who are Consumers in Ontario. Notwithstanding any other provision in these Terms, your rights and the remedies available to you under the CPA and its regulations will apply and cannot be waived. This section summarizes certain key rights but is not an exhaustive list.41
These Terms, together with our Privacy Policy and any other legal notices or policies published by us on the Website, shall constitute the entire agreement between you and the Company concerning the Service.
If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
The Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by the Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
All official notices to the Company required by this agreement should be sent to our designated legal contact email address, which will be provided on our Website. We will provide notices to you via the email address associated with your account or by posting notices on the Website. For general inquiries or customer support, please contact us through the methods provided on our Website.