1. The Service and the Agreement

1.1. General Information

These Terms apply to the Service provided by Captionhub Ltd, a limited company incorporated in England and Wales with company number 09866655 and registered address 86-90 Paul Street, London, England, EC2A 4NE ("CaptionHub").

1.2. Agreement

The Terms together with the Order Details and the Data Processing Addendum form a legally binding agreement between CaptionHub and the entity you represent (the “Customer”). By accepting these Terms, either by clicking a box indicating your acceptance or executing a Cover Sheet or other document that references these Terms, you warrant and represent that you have the full right and authority to bind the Customer to comply with the Terms and form a legally binding agreement between the Customer and CaptionHub. Capitalised expressions in these Terms have the meanings set out in clause 21.

1.3. Service Description

The "Service" is CaptionHub, the web-based service made available at captionhub.com which provides subtitling capabilities. The Service is available on a multi-tenanted or single-tenant platform and CaptionHub also offers privately installed versions of the Service. The Customer’s Order Details will detail which platform it has purchased access to.

1.4. User Access

The Customer’s users may access and use the Service only in one of the following capacities:

Account Holder – an employee or staff member of the Customer that uses the Service;
Delegated User – an employee or individual otherwise engaged by a business which is a service provider to the Customer. Such delegated users can access and use the Service in order to provide services to the Customer, using logins that CaptionHub has assigned to the Customer;
Superuser – an Account Holder who has additional rights to allocate login details to other End Users for the Service,

each an “End User”.

2. Subscription Term

2.1. Subscription Options

The Customer can subscribe for a Usage Subscription or a monthly or an annual Base Subscription. The Customer’s Order Details will detail which subscription it has purchased.

2.2. Commencement and Duration

The Subscription shall commence on the Subscription Start Date and continue for the Initial Subscription Term (unless terminated earlier in accordance with the terms of this Agreement). This Agreement shall automatically extend for further periods of the same duration as the Initial Subscription Term (each an “Extended Subscription Term”), unless either party gives the other party written notice to terminate in accordance with this Agreement.

2.3. Termination of Subscriptions

Usage Subscriptions and monthly Base Subscriptions can be terminated by either party by giving written notice to the other party, not later than 1 week before the end of the Initial Subscription Term or the relevant Extended Subscription Term.

Annual Base Subscriptions can be terminated by either party by giving written notice to the other party, not later than 30 days before the end of the Initial Subscription Term or the relevant Extended Subscription Term.

3. Rights of Use

3.1. Licence Grant

Subject to the terms of this Agreement, CaptionHub grants to the Customer and its End Users a non-exclusive, non-transferable and revocable licence to use the Service during the Subscription Term, without the right to sub-licence, provided that:

the Customer complies with the terms of this Agreement;
the Customer shall be liable for all acts and omissions of any End User;
all Charges are paid on or before the due date;
access to the Service is only in accordance with the agreed access detailed in the Order Details; and
the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Service.

3.2. Login Allocation

The Customer is responsible for allocating logins (via its Superuser(s)) to Account Holders and Delegated Users. Logins may only be allocated to Account Holders and Delegated Users.

4. The Service

4.1. Upgrades

CaptionHub may deploy upgrades to the Service at any time where required without guaranteeing availability.

4.2. Service Availability

CaptionHub will use reasonable endeavours to make the Service available with the functionality that existed at the Subscription Start Date.

5. Using the Service

5.1. Customer Responsibilities

The Customer shall be responsible for obtaining any necessary licenses and comply with all applicable laws and regulations.

5.2. Business Use

The Customer acknowledges that consumer use of the Service is prohibited and shall ensure that the Service is accessed for business purposes only.

5.3. End User Security

Each End User shall keep a secure password for his or her use of the Service.

5.4. Breach Reporting

If CaptionHub becomes aware of any unauthorized access, it shall promptly disable such logins.

5.5. Account Upgrade Requests

The Customer may request CaptionHub to upgrade its account during the Subscription Term, and all additional Charges related to the upgrade shall be paid according to this Agreement.

6. Intellectual Property Rights

6.1. Ownership

All Intellectual Property Rights in the Customer Materials are owned by the Customer, while CaptionHub retains ownership of CaptionHub IPRs.

6.2. License to CaptionHub

The Customer grants CaptionHub a non-exclusive, royalty-free, non-transferable license during the Subscription Term to use Customer Materials as necessary to provide the Service.

7. Charges

7.1. Payment Terms

Charges are due and must be paid in accordance with the Order Details.

7.2. Charges Structure

Charges for Base Subscriptions shall be payable in advance, while Usage Subscriptions shall be payable monthly in arrears based on actual usage.

7.3. Changes in Charges

CaptionHub can increase the Charges payable for Base Subscriptions upon two months’ written notice to the Customer.

8. Confidentiality

8.1. Confidential Information

Each party shall keep the other party's Confidential Information confidential and shall not use such information except for the purpose of exercising rights under this Agreement.

9. Publicity

9.1. Marketing Rights

CaptionHub shall be entitled to use the Customer’s name and logo in its marketing materials upon prior written consent.

10. Data Protection

Each party shall comply with its respective obligations under the Data Processing Addendum.

11. Indemnities

11.1. CaptionHub's Indemnity

CaptionHub shall indemnify the Customer against claims made against the Customer alleging infringement of a third party’s Intellectual Property Rights.

11.2. Customer's Indemnity

The Customer shall indemnify CaptionHub against claims made against CaptionHub alleging infringement of a third party's Intellectual Property Rights.

12. Limitation of Liability

12.1. Liability Constraints

CaptionHub’s total aggregate liability shall not exceed the greater of Charges paid in the preceding 12 months or £10,000.

13. Termination and Suspension

13.1. Termination Rights

Either party may terminate this Agreement with immediate effect in case of material breach.

13.2. Suspension Rights

CaptionHub may suspend access to the Service in case of breach of law or payment disputes.

14. Anonymised Data

14.1. Rights Granted

The Customer grants CaptionHub the right to create Anonymised Data from the Customer Content processed under this Agreement.

15. Access and Audit

15.1. Compliance Verification

The Customer shall permit CaptionHub to access its premises for the purpose of verifying compliance with the Agreement.

16. Assignment and Novation

16.1. Assignment Restrictions

The Customer shall not assign its rights and obligations under this Agreement without CaptionHub's prior written consent.

17. General

17.1. Variations

CaptionHub may vary the terms of this Agreement on 2 months’ written notice to the Customer.

18. Force Majeure

18.1. Non-Liability Clause

Neither party shall be liable for delay in performance of obligations due to a Force Majeure Event.

19. Notices

19.1. Notice Requirements

All notices under this Agreement shall be in writing and delivered as specified.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law.

21. Definitions

21.1. Key Terms

Definitions of key terms used throughout this Agreement are provided in this section.