Terms of Use

Welcome to Captioned, a community of users who talk about stuff and share it online.  Please read these Terms of Use (the “Agreement” or “Terms”) carefully, as they contain the legal terms and conditions that govern your use and access of the website, http://captioned.com (the “Site”) and the mobile application (“App,” collectively with the Site, “Captioned” or the “Platform”).  This Agreement governs your use of the Captioned and constitutes a legally-binding agreement between each user (“you” or “your” ) and Captioned, Inc. (“we,” “us,” or “our”).  By simply using Captioned, including just browsing Site, you are agreeing to our Terms, so please read carefully! If you do not agree to these Terms or any other policies, including our Privacy Policy, do not access or use Captioned.   If you have any questions about this Agreement please contact us at hello@captioned.com.

How You Accept These Terms

By using Captioned (even just browsing our website), downloading our App, or uploading podcasts and other data or information to Captioned (“Content”), you’re agreeing to the Terms and our associated Privacy Policy.  If you don’t agree with the Terms, please refrain from using our Platform.

We may modify the Terms at any time.  Any changes to the Terms will be reflected on this page and will become effective immediately upon posting.  If the changes are significant, we will do our best to notify you via email or through a notification.  Please check the effective date below to determine if there have been any changes since you have last reviewed the Terms.

If you do not agree to this Agreement or any modifications to this Agreement, you should not use Captioned.

Eligibility

We only permit individuals who are at least 18 years old and can form legally binding contracts with us to use Captioned.  If you are under 18 years old and would like to use Captioned, you can, but only if a parent or legal guardian who is at least 18 years old supervises you.  In all cases, the adult would be the user and is responsible for any and all activity.  

By using Captioned, you represent and warrant that you meet all eligibility requirements we outline in these Terms.  We reserve the right to refuse to let certain people access or Captioned and the right to change our eligibility criteria.

We offer Captioned only for personal, noncommercial use, and not for the use or benefit of any third party (unless you are a parent or legal guardian using the Platform for your minor child).  You can only use Captioned to the extent the laws of your jurisdiction or the United States do not bar you from doing so.  Please make sure these Terms are in compliance with all laws, rules, and regulations that apply to you.

Your Privacy

We know your personal information is important to you, so it’s important to us.  Our Privacy Policy details how your information is used when you use our Platform, and it’s also a part of our Terms, so please carefully read it at here.

Your Account With Captioned

You don’t need to create an account on Captioned in order to browse through or share our popular podcasts.  However, you’ll need to create an account with Captioned in order to create, edit, and publish your own podcasts and you’ll need to provide us with your email address, phone number, and username.  By creating an account, you’re agreeing to few common sense rules and acknowledgements:

Be honest with us.  By creating an account, you’re agreeing to provide accurate information about yourself.  It’s not OK to use false information or impersonate another person or company through your account.

Be respectful.  We’re trying to build a supportive community of creators.  Therefore, we ask that you respect others in the community.  This will allow our community to continue to flourish.  If we find out that you are negatively impacting the experience of fellow Captioned users, we reserve the right to terminate your account.  

 

You’re responsible for your account.  You’re solely responsible for any activity on your account.  Your accounts are not transferable.  You are solely responsible for any activity on your account, so it’s important to keep your account password secure. If you’re sharing an account with other people (e.g., if you’re creating Content with others), the person whose email information is on the account will ultimately be responsible for all activity.  

 

Be clear about our relationship.  Creating an account with Captioned or using our Platform does not create an agency, partnership, joint venture, employment, or franchisee relationship with us.  You further acknowledge that by submitting your Content, no confidential, fiduciary, contractually implied, or other relationship is created with us other than pursuant to these Terms.

Passwords.  You’re responsible for safeguarding the password that you use to access Captioned and for any activities or actions under your password.  We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account.  We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

 

Please contact hello@captioned.com to answer any questions you have about signing up for and registering an account with Captioned.

Third Party Services and Content

We utilize links and other tools to connect users to third party services and websites, such as Google Analytics, Mixpanel, Crashalytics  (“Third Party Services”).  We have no control over the content and policies of these Third Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or currentness of any third party’s content or policies.  Users who access or use Third Party Services through Captioned are solely responsible for complying with the terms and policies of these third parties.

In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third party products or services by us.  We retain the exclusive right to add to, modify, or cancel the availability of any Third Party Service.

Your Content

Parts of Captioned will allow you to post Content.   If you post Content to Captioned, you will still own it.  However, so that we don’t infringe any rights that you may have in the Content, we will need your permission to use this Content in order for Captioned to function and grow.  

 

Permission to Use Your Content.  By posting your Content to Captioned, and in consideration of the services we provide, you grant us a license to use it.  Specifically (and apologies for the legalese), you grant us a universal, non-exclusive, transferable, worldwide, royalty-free, irrevocable, sub-licensable through multiple levels of sublicenses, perpetual license to use, publicly display (in any media or format), edit, stream, digitize, modify, reproduce, distribute, store, and prepare derivative works of your Content to provide our Platform and to promote Captioned, your podcasts, or the Platform in general, in any formats and through any channels, including across any service that we may own or any other third-party website or advertising medium.  If you are under the age of eighteen, or under any other applicable age of majority, you represent that at least one of your parents or legal guardians has also agreed to this provision (and the use of your Content along with any associated metadata) on your behalf.   

Responsibility for Your Content.  You understand that you are solely responsible for your Content.  By uploading or posting your Content to Captioned, you represent and warrant that: (i) you have all necessary rights to your Content; (ii) we will not need to obtain licenses from any third party or pay royalties to any third party; (iii) you’re not infringing or violating any third party’s rights by posting it, including intellectual property rights, rights of publicity, and privacy rights; and (iv) your Content complies with this Agreement and all applicable laws.

Prohibited Content

Captioned is a supportive community.  As such, we prohibit certain published Content from Captioned users.  Some Content presents legal risks (e.g., illicit content or copyright infringement), others are inconsistent with our values, or are harmful to our members.  All Content in question will be judged on a case-by-case basis.

 

We reserve the right to remove any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive, or in violation of any other part of our Terms.  We also reserve the right to remove any content that is false, misleading, fraudulent, or deceptive.

 

Despite our best intentions, you may come across materials that you find offensive or inappropriate while using Captioned.  We make no representations concerning any Content users post on our Platform.  Captioned is not responsible for the accuracy, copyright compliance, legality, or decency of content users post that you accessed through the Platform.  You release us from all liability relating to the posted Content.

Protected Materials

It has taken significant effort to build Captioned and our Platform contains copyrighted material, trademarks, and other similar proprietary information (“Proprietary Information”) provided by or through us, our employees, agents, licensors or other Captioned Parties (defined below) or other parties that have licensed their material or provided services to us, and are protected by copyright law, registered and unregistered trademarks, database rights, and other intellectual property rights.  All attributable Proprietary Information appearing on our Platform is the property of the respective owners, and should be used only with prior written consent from the appropriate owner.  Unless otherwise provided, we exclusively own any unattributable Proprietary Information and your use of our Platform does not grant you any right, title, or interest in the Content.  

Your Use of Captioned

Subject to your strict compliance with these Terms, we grant you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:

The above licenses are conditional upon your strict compliance with these Terms at any and all times during your use of Captioned.  If you use our Platform, we ask that you abide by basic common sense ground rules.  Specifically:

 

Don’t Use Captioned to Break the Law.  You agree that you will not violate any laws when using Captioned.  This includes any local, provincial, state, federal, national, and international laws that may apply to you.  For example, you should only upload Content that you created or that you have obtained the rights to use.  Don’t commit fraud, theft, or any other crimes against Captioned, another Captioned user, or a third-party.

Be Careful About the Content You Post. You agree not to use Captioned to upload, post, store, transmit, display, copy, distribute, promote, make available, continue to make available or otherwise communicate to the public: (i) any Content that is abusive, libellous, defamatory, pornographic or obscene, that promotes or incites violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation, or is otherwise objectionable in our reasonable discretion; (ii) any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or (iii) any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in our reasonable opinion; (iv) any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt Captioned or servers or networks forming part of, or connected to, Captioned, or which does or might restrict or inhibit any other user's use and enjoyment of Captioned; or (v) any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

Don’t Steal from Us.  You agree not to “crawl,” “scrape,” or “spider” Captioned or to reverse engineer or attempt to obtain our source code or data.  

Don’t Rip Captioned Audio Content.  You agree not to copy, rip or capture, or attempt to copy, rip or capture, any audio Content from Captioned, unless we provide the technical means to do so.

Don’t Artificially Pump-up Your Numbers.  You agree not to employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your Content on the Platform, or to misrepresent your activity on the Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your account, play Content, follow or unfollow other users, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Platform.

 

Don’t Try to Harm Our Systems.  You agree not to distribute any virus or other harmful computer code through Captioned.

 

Don’t Alter Legal Notices.  You agree not to alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than your Content).

Respect our Trademark.  The name “Captioned” and other Captioned trademarks, servicemarks, phrases, logos and designs that we use in connection with our Platform are protected and you are not permitted to use them without our permission or unless otherwise indicated.

 

Termination

We may terminate or suspend your account and your access to Captioned at any time, for any reason, and without advance notice.  If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Platform.  Captioned may refuse to allow anyone to use the Platform, at any time, for any reason.

If we terminate your account, you must immediately stop using Captioned and you agree not to attempt to regain access to our Platform without our express permission.  Such termination will result in the suspension or deletion of your account and access to your account.  In the event of termination of your account, the provisions of this Agreement shall remain in effect.

 

If you or Captioned terminate your account, you may lose any information associated with your account, including your Content. 

We May Discontinue Captioned.  

We reserve the right to change, suspend, or discontinue the Platform at any time, for any reason.  We will not be liable to you for the effect that any changes to the Platform may have on you and you may not be able to recover any Content that you posted to Captioned.

Copyright and DMCA Takedown Policy

We respect your intellectual property rights, and we ask you do the same for others.  If you believe your intellectual property rights are being infringed or that we removed Content you believe should not have been removed, please refer to and review our Copyright and DMCA Takedown Policy here.

Warranty and Limitations of Liability (or the Things You Can’t Sue Us For)

You understand and agree that we have no control over, and no duty to take any action regarding:

You release us from all liability related to your use of Captioned, including any Content you post on your Captioned account. 

You understand that Captioned may contain Content that some people may find offensive or inappropriate and that we make no representations concerning any content contained in or accessed through our Platform and will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through Captioned.

Warranties

YOU UNDERSTAND AND AGREE THAT USING Captioned IS AT YOUR SOLE RISK AND WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO Captioned, THE ACCURACY OR COMPLETENESS OF CONTENT PUBLISHED ON Captioned, OR ANY OTHER SOFTWARE REFERENCED IN THIS AGREEMENT, ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, COMPATIBILITY, RELIABILITY, OR OTHERWISE, WITH RESPECT TO ALL SUCH SOFTWARE.

WE DO NOT AND OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (THE “Captioned PARTIES”) DO NOT WARRANT THAT Captioned WILL BE ERROR-FREE OR THAT DEFECTS WITH Captioned WILL BE CORRECTED.  MOREOVER, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND ANY THIRD-PARTY SOFTWARE ON Captioned IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER Captioned USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF Captioned.  YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF Captioned USERS.  WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF Captioned USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE Captioned USERS.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER Captioned USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS RESULT OF YOUR USE OF OUR PLATFORM.

Captioned DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH Captioned OR ANY HYPERLINKED SERVICES FEATURED IN ANY BANNER OR OTHER ADVERTISING,

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE THE Captioned PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.  WE EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS.

WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER, SELLER, OR OTHER THIRD PARTY.

SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.  THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR THE Captioned PARTIES BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY SERVICES OR ANY ERRORS OR OMISSIONS IN Captioned; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF Captioned’ SERVERS AND/OR ANY AND ALL INFORMATION (INCLUDING PERSONAL INFORMATION AND DIGITAL MEDIA FILES)  AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM Captioned; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH Captioned BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); (V) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; OR (VII) PERSONAL INJURY OR PROPERTY DAMAGES OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF Captioned; OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU SPECIFICALLY ACKNOWLEDGE THAT WE AND THE Captioned PARTIES SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.

Indemnification and Release (What Happens If You Get Us Sued)

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Captioned Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or relating to: (i) your use of and access to Captioned; (ii) your violation of any terms of this Agreement; (iii) any infringement or misappropriation of a third party’s intellectual property rights; or (iv) your violation of any law, rule or regulation, or the rights of any third party.

Choice of Law and Choice of Forum

This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the State of New York, and the federal laws of the United States, without regard to conflict of laws principles.  You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

Arbitration and Waiver of Class Action

Agreement to Arbitrate.  You agree to arbitrate any dispute with us arising from this Agreement or your use of Captioned on an individual basis in an arbitration.  That means you cannot sue us in court or have a trial by jury.  Any disputes will be resolved individually in a private proceeding.

Format for Arbitration.  The parties agree that: (i) any arbitration will occur in New York, New York; and (ii) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the American Arbitration Association for arbitration of Consumer-Related Disputes, in the English language, and with limited discovery.

At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings.  Other than the class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal.

Other Provisions.  THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS’ FEES.  THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT.

Waiver of Class Action.  WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, THE PARTIES WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

 

Forum

If for any reason a claim proceeds in court rather than in arbitration, the parties agree that the claim will be brought exclusively in a federal court located in New York, New York.  The parties expressly consent to the exclusive jurisdiction of, and waive any and all objections to venue or jurisdiction.  However, either party may seek injunctive or other equitable relief to protect its intellectual property rights and any claims regarding infringement or misappropriation of its intellectual property rights in any court of competent jurisdiction.

Notice

We may provide you with notices, including those regarding changes to this Agreement.  Such notices may not be received if you violate this Agreement by accessing Captioned in an unauthorized manner.  You acknowledge that under this Agreement by using Captioned you are deemed to have received any and all notices that would have been delivered had you accessed Captioned in an authorized manner.

 

Force Majeure

We will not be held liable for any delays, failure in performance, or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike, or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, or other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

 

No Waiver

Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

Severability

If any provision or term of this Agreement shall be determined to be invalid, void, or unenforceable under any rule, law, or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the term or provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

Assignment 

You agree that we may assign any of our rights, and/or transfer, sub-contract, or delegate any of our obligations, under these Terms.  Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

Entire Agreement


This Agreement sets forth the entire understanding and agreement as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of this Agreement), and every nature between us.  Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.

Contact Information

If you have any questions about the Terms, please contact us at: hello@captioned.com.

 

EFFECTIVE DATE: May 25th, 2016

We know Terms can be long.  Thanks for reading to the end!