Legal

Customer Terms of Service

Last updated: March 14, 2024

Please read these Customer Terms of Service carefully.

Capption LLC ("Capption" or the "Company") provides an assistive technology service. Our Customer Terms of Service is a contract that governs our customers' use of the Capption services. It consists of the following documents:

General Terms: This document. These contain the core legal and commercial terms that apply to your use of our products and services.
Acceptable Use Policy (AUP): The rulebook setting out what you can and can't do while using our products and services.
Your Order Form: The Capption- and Customer-approved quote form you signed to activate your Capption account and purchase our services.

By using the Subscription Service or receiving Consulting Services, you are agreeing to these terms.

1. Definitions

"You," "your," or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

"Capption," "we," "us," or "our" means Capption LLC, a Minnesota limited liability company.

"Administrators" means your employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords.

"Users" means users, guests, and visitors of Customer institutions who use Capption's assistive technology and benefit from access to content through Capption's Services.

"Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form, accessible via capption.com, capption.app, or another designated URL.

"Activation Hardware" means any physical item developed and provided by Capption that enables an Administrator or User to interact with Capption's Subscription Service. This may include NFC "tags." Activation Hardware specifically excludes Customer and User hardware, networks, and devices.

"Consulting Services" means professional services provided by us, which may include training, installation, integration, or other consulting services.

"Services" means, collectively, all of Capption's combined Subscription Service, Activation Hardware, and Consulting Services.

"Agreement" or "Customer Terms of Service" means these General Terms and all materials referred or linked to herein.

"Personal Data" means any information relating to an identified or identifiable individual contained within Customer Data and protected as personal data under applicable law. Capption does not knowingly collect or store Personal Data from Customers or Users.

"Sensitive Information" means credit or debit card numbers; financial account numbers; government identification numbers; biometric information; personal health information; personal information of children; and any other information falling within the definition of "special categories of data" under GDPR or applicable law. Capption does not knowingly collect or store Sensitive Information from Customers or Users.

2. Use of Services

2.1 Subscription Services Access. During the Subscription Term, we will provide your Administrators and Users access to the Subscription Service's Administrative Interface, Android and iOS Mobile Apps, and iOS App Clip as described in this Agreement and the applicable Order.

2.2 Additional Subscription Features. You may subscribe to additional features by placing an additional Order or activating the additional features from within your Capption account.

2.3 Availability and Uptime. We will use commercially reasonable efforts to meet a Service Uptime of 98% for our Subscription Service in a given calendar month. In the event there are 30 or more consecutive days during which the Service Uptime falls below 98%, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime, provided Customer requests such credit within thirty (30) days of the end of the relevant calendar month.

2.4 Consulting Services. You may purchase Consulting Services by placing an Order with us. Consulting Services are non-cancellable and all fees are non-refundable.

2.5 Activation Hardware. Physical activation hardware is required to make full use of Capption's Subscription Service. Capption provides Activation Hardware as part of each Order.

2.6 Customer Support. For Institutional Tier customers (Local, Regional, or National), Administrators can contact us for support at no additional cost. Phone support is available 9:00 a.m.–5:00 p.m. CST. Email and in-app responses are provided during phone support hours only.

2.7 Limits. The limits that apply to you will be specified in your Order Form or this Agreement. You must be 18 years of age or older to purchase the Subscription Service.

2.10 Acceptable Use. You will comply with our Acceptable Use Policy (AUP).

2.11 Prohibited and Unauthorized Use. You will not reverse engineer, decompile, disassemble, modify, translate, create derivative works of, remove proprietary notices from, or otherwise attempt to discover the source code of the Subscription Services.

2.12 No Sensitive Information.

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION. WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS, OR MANAGE SENSITIVE INFORMATION.

3. Fees

3.1 Subscription Fees. The Subscription Fee will remain fixed during the Current Term unless you exceed applicable limits, upgrade products, subscribe to additional features, or otherwise agree to changes in your Order.

3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees. We will notify you at least thirty (30) days in advance of your renewal.

3.3 Payment of Fees. If paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term.

3.4 Payment Against Invoice. All invoiced amounts are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

3.5 Payment Information. You will keep your business information and Authorized Payment Method up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided in this Agreement.

3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service, Consulting Services, and Activation Hardware.

4. Term & Termination

4.1 Term and Renewal. Your Initial Term will be specified in your Order and, unless otherwise specified, your subscription will automatically renew for the same duration as your prior term or for one year.

4.2 Notice of Non-Renewal. To prevent renewal of your subscription, you or we must give written notice of non-renewal. Send your non-renewal notice in writing via email to your account manager.

4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience; however, we will not provide refunds of prepaid fees or unused Subscription Fees. You will promptly pay all unpaid fees due through the end of your Current Term.

4.4 Termination for Cause. Either party may terminate this Agreement for cause: (1) upon thirty (30) days' notice of a material breach if uncured, or (2) immediately if the other party becomes subject to a bankruptcy or insolvency proceeding.

4.5 Suspension for Prohibited Acts. We may suspend any Customer's access to any or all Subscription Services without notice for use of the Subscription Service in a way that violates applicable laws or the terms of this Agreement, or repeated instances of copyright or trademark infringement.

4.6 Suspension for Non-Payment. We will provide you with notice of non-payment. Unless the full amount has been paid, we will suspend access ten (10) days after such notice.

4.8 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Capption Content. Fees are otherwise non-refundable.

5. Customer Data

5.1 Customer's Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you.

5.2 Limits on Capption. We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only as permitted by applicable law and this Agreement.

5.3 Data Practices. We may collect analytics-focused information about you and your Users when you interact with the Subscription Service. We do not capture or store personal information.

5.4 Machine Learning. We may use Customer Data for machine learning to support and develop features within the Subscription Service. This data is behavioral and not personally-identifiable.

5.5 Privacy Policy. Capption does not generate revenue from surveillance and strives to collect as little personal information as possible. For more information, please see our Privacy Policy.

5.6 Protection of Customer Data. Capption does not harvest personal data. For Customer Data, we will maintain commercially appropriate administrative, physical, and technical safeguards to protect your information.

6. Intellectual Property

6.1 No License. This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to Capption Content, the Subscription Service, Consulting Services, Activation Hardware, and any other products or services provided under this Agreement. You may not use Capption trademarks without our prior written permission.

6.2 Feedback. You agree that all suggestions or comments for improving Capption's Services will be non-confidential and that we own all rights to use and incorporate them into our Services without payment or attribution to you.

7. Confidentiality

Confidential Information means all confidential information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that a reasonable person would consider confidential.

7.1 Receiving Party obligations. The Receiving Party will protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The Receiving Party will not use any Confidential Information for any purpose outside the scope of this Agreement, nor disclose it to any third party (except third-party service providers used to provide the Subscription Service or Consulting Services).

7.2 Allowed and prohibited disclosure. The Receiving Party may disclose Confidential Information if required by federal, state, or local law, statute, rule, regulation, subpoena, or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice and provides reasonable assistance in opposing such disclosure.

8. Publicity

You grant us the right to add your name and company logo to our customer list, website, social media posts, and blog. You can opt-out by emailing hello@capption.com and requesting that we do not publicize our relationship with your organization.

9. Indemnification

You will indemnify, defend, and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us to the extent that any Action is based upon or arises out of: unauthorized or illegal use of the Subscription Service by you or your Affiliates; your noncompliance with or breach of this Agreement; your use of Third-Party Products; or the unauthorized use of the Subscription Service by any other person using your User information.

10. Warranty

10.1 Performance Warranty. Capption warrants that Subscription Services and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and that we will not knowingly introduce any viruses or malicious code into the Subscription Service.

10.2 Disclaimer of Warranties.

EXCEPT AS SET FORTH IN THE 'PERFORMANCE WARRANTY' SECTION, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, OR THE CONSULTING SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, CAPPTION CONTENT, AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.3 No Indirect Damages.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

11. Limitation of Liability

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

11.1 Limitation of Liability.

EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE 'INDEMNIFICATION' SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

11.2 Third Party Products.

WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

12. Miscellaneous

12.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting a revised version on our Website. The revised version will become effective and binding the next business day after it is posted. We will provide you notice by email or in-app notification.

12.2 Force Majeure. Except for payment obligations, neither party will be responsible for failure or delay of performance caused by an act of war, act of God, electrical or internet outage, government restrictions, pandemic, or other event outside the reasonable control of the obligated party.

12.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

12.5 Compliance with Laws. We will comply with all applicable U.S. state and federal laws in our provision of the Subscription Service, Activation Hardware, Consulting Services, and our processing of Customer Data.

12.7 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original, and the remainder of this Agreement will continue in effect.

12.8 Notices. To Capption: Notice will be emailed to hello@capption.com. To you: your address as provided in our Capption Subscription account information.

12.9 Entire Agreement. This Agreement (including each Order), along with our Privacy Policy and Acceptable Use Policy, is the entire agreement between us for the Subscription Service, Consulting Services, and Activation Hardware.

12.10 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, or sale of all or substantially all of your assets, provided such successor is not a competitor of ours.

12.14 Insurance. During the term of this Agreement, we will maintain Commercial General Liability Insurance with minimum limits of $100,000 Each Occurrence and $200,000 Aggregate; Workers' Compensation & Employers Liability Insurance with minimum limits of $50,000 Each Accident; and Professional Liability insurance with a limit of $500,000.

12.16 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.