AIRCAPTION SOFTWARE LICENSE TERMS OF USE

These license terms are an agreement between you and AirCaption. They apply to the desktop software named above. The terms also apply to any AirCaption services or updates for the software, except to the extent those have different terms.

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW.
1. INSTALLATION AND USE RIGHTS. Subject to these Terms, AirCaption grants you a limited, non-exclusive, non-transferable, revocable license to install and use the software on up to three devices you own or control, solely for the purpose of generating and editing captions.
2. DATA COLLECTION. The software may collect information about you and your use of the software, and send that to AirCaption. AirCaption may use this information to provide services and improve our products and services. Your use of the software operates as your consent to these practices.
3. AI AND ACCURACY DISCLAIMER. User acknowledges that the software utilizes artificial intelligence and probabilistic machine learning models. The software may produce output that is inaccurate, incomplete, or fabricated ("hallucinations"). The software is intended solely as a drafting aid. User assumes sole responsibility for reviewing, verifying, and correcting the accuracy of all captions against the original media prior to publication or distribution. AirCaption does not warrant that the output will be error-free or that it will satisfy any accessibility, broadcast, or other regulatory standard applicable to you.
4. USER ELIGIBILITY. By using the software, you represent that you are at least 18 years of age and that you are able to enter into this agreement.
5. PROHIBITED USE. User agrees not to represent unedited output from the software as an accurate or compliant caption record. User must hold the rights necessary to the content used with the software and to any content submitted to AirCaption for processing, and shall not use the software for unlawful content or attempt to circumvent any allowance, metering, or other technical limit. User shall defend, indemnify, and hold harmless AirCaption and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to User's (a) violation of accessibility, broadcast, or other regulatory standards, (b) publication of unverified AI-generated output, or (c) breach of these Terms. AirCaption shall provide prompt notice of any claim and reasonable cooperation in the defense thereof.
6. UPDATES. AirCaption may from time to time release updates, patches, or new versions of the software. The software may check for available updates, and may download and install them for you. AirCaption is not obligated to provide updates or to maintain backward compatibility with prior versions. Continued use of outdated versions is at your own risk, and AirCaption shall have no liability for issues arising from the use of outdated software versions. You may obtain updates only from AirCaption or authorized sources. Updates may not include or support all existing software features, services, or peripheral devices.
7. FEEDBACK. If you provide feedback about the software to AirCaption, you grant AirCaption a non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and incorporate such feedback into AirCaption's products and services. You will not give feedback that is subject to a license that requires AirCaption to license its software or documentation to third parties because we include your feedback in them. These rights survive this agreement.
8. SCOPE OF LICENSE. This license applies to the AirCaption product. The software is licensed, not sold. AirCaption and its licensors retain all right, title, and interest in and to the software, including all algorithms and any improvements or derivative works thereof. Nothing in this agreement transfers any ownership interest to you. This agreement only gives you some rights to use the software. AirCaption reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not reverse engineer, decompile or disassemble the software, or otherwise attempt to derive the source code for the software except and solely to the extent required by third party licensing terms governing use of certain open source components that may be included in the software; remove, minimize, block or modify any notices of AirCaption or its suppliers in the software; use the software in any way that is against the law; share, publish, rent or lease the software, or provide the software as a stand-alone offering for others to use.
9. CLOUD FEATURES. Some features are Internet-based services that run on AirCaption's servers rather than on your device. These are referred to in this agreement as cloud features, and cloud translation is one of them. They operate only when you choose to use them. When you use a cloud feature, the software sends the content you select for processing, together with the information needed to identify your licence and meter your use. Our Privacy Policy describes what is collected and how it is used. Cloud features are provided on an "as available" basis, and AirCaption may add, change, suspend or discontinue them, in whole or in part, at any time.
10. YOUR CONTENT. You keep all rights you have in the media and captions you use with the software. To provide cloud features, you give AirCaption permission to transmit, store and process the content you submit and any result produced from it, so that the software can retrieve it. AirCaption uses that content only to provide the service to you. AirCaption does not sell your content and does not use it to advertise to you.
11. THIRD-PARTY PROCESSING. AirCaption uses third-party service providers to process content submitted to cloud features. Content is sent to those providers only in order to provide the feature you have chosen to use, and AirCaption uses service tiers under which those providers do not use submitted content to train their models. Our Privacy Policy identifies the providers currently used. Your use of cloud features is also subject to the terms that govern those services.
12. ALLOWANCES AND FAIR USE. Cloud features are subject to monthly allowances that depend on your plan. Current allowances are described on our pricing page. AirCaption may change allowances on notice, and may suspend cloud features where use is abusive or materially exceeds normal individual use.
13. SUBSCRIPTIONS AND BILLING. Some features require a paid subscription. Subscriptions are billed in advance through our payment provider and renew automatically for the same period until you cancel. You may cancel at any time, and cancellation takes effect at the end of the period you have already paid for. Prices are stated exclusive of any taxes that may apply. AirCaption may change subscription prices on notice, and a new price applies from your next renewal. If your subscription ends, features that require it, including cloud feature allowances, stop being available.
14. SUPPORT SERVICES. Support availability, response times, and channels may vary and are subject to change at AirCaption's discretion. AirCaption's provision of support does not create any warranty, guarantee of resolution, or additional obligation beyond these Terms.
15. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end-users, and end use.
16. APPLICABLE LAW. This agreement shall 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 conflict of law provisions. Any legal action arising under this agreement shall be brought exclusively in the provincial courts located in Ontario.
17. DISPUTE RESOLUTION. Before initiating any formal dispute resolution, you agree to contact AirCaption and attempt to resolve the dispute informally for at least thirty (30) days. If the dispute cannot be resolved informally, you and AirCaption agree to resolve any claim or controversy arising under or in connection with this agreement through binding arbitration administered by ADR Institute of Canada, in accordance with its then-current rules. Arbitration shall be conducted by a single arbitrator in Ontario. The arbitrator's decision shall be final and binding. Each party shall bear its own costs, and arbitration fees shall be shared equally unless the arbitrator determines otherwise. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIMS SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction.
18. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state or country. Separate and apart from your relationship with AirCaption, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you:Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights.
Germany and Austria. Warranty. The properly licensed software will perform substantially as described in any AirCaption materials that accompany the software. However, AirCaption gives no contractual guarantee in relation to the licensed software. Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, AirCaption is liable according to the statutory law. Subject to the foregoing sentence, AirCaption will only be liable for slight negligence if AirCaption is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, AirCaption will not be liable for slight negligence.19. DISCLAIMER OF WARRANTY. The software is licensed "as-is." You bear the risk of using it. AirCaption gives no express warranties, guarantees or conditions. To the extent permitted under your local laws, AirCaption excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
20. LIMITATION ON AND EXCLUSION OF DAMAGES. In no event shall AirCaption be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of whether such damages were foreseeable or whether AirCaption was advised of the possibility thereof. To the maximum extent permitted by law, AirCaption's total cumulative liability arising from or related to this agreement shall not exceed the total amount paid by user to AirCaption in the twelve (12) months preceding the event giving rise to the claim.
21. TERMINATION. Either party may terminate this agreement upon fourteen (14) days' notice via email if the other party materially breaches any provision of these Terms and fails to cure such breach within fourteen (14) days of receiving notice. AirCaption may immediately suspend or terminate your license without prior notice if you violate Sections 5 or 8, or if required to do so by law. Upon termination, your license to use the software is immediately revoked and you must cease all use of the software and destroy all copies in your possession. Sections 19, 20, the indemnification obligations in Section 5, and 7 shall survive termination.
22. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.