Caption Desk Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Caption Desk website, applications, and related services (collectively, the "Service"), offered by [Legal company name] ("Caption Desk," "we," "us," or "our").

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company, newsroom, agency, or other organization, you represent that you have authority to bind that organization, and "you" includes that organization.

If you do not agree to these Terms, do not use the Service.

1. The Service

Caption Desk is an online software service designed to help users generate, edit, organize, and export photo metadata and related descriptive content, including IPTC-style captions, headlines, keywords, locations, and related fields, based on user-uploaded images and user-provided context.

Caption Desk is an assistive tool. It does not replace human editorial judgment, legal review, fact-checking, or compliance review. You remain solely responsible for reviewing, verifying, approving, and deciding whether to use any output before publication, transmission, licensing, archiving, or export.

2. Eligibility and accounts

You must be at least the age of majority in your place of residence and able to enter into a binding contract to use the Service.

You agree to:

• provide accurate, current, and complete registration and billing information;
• keep your login credentials confidential;
• promptly update your account information when it changes; and
• accept responsibility for all activity that occurs under your account.

You may not share accounts except as expressly permitted by your subscription plan.

3. Subscriptions, plans, credits, and payment

Some parts of the Service may require a paid subscription, prepaid credits, or another paid plan.

By purchasing a paid plan, you agree that:

• fees, billing intervals, included usage, and plan limits are those presented to you at the time of purchase or on our pricing page;
• recurring subscriptions renew automatically until cancelled;
• you authorize us and our payment processor to charge the applicable fees, taxes, and other amounts due using your selected payment method;
• you are responsible for all applicable taxes, duties, or similar governmental charges, except taxes based on our net income; and
• unpaid amounts may result in suspension or termination of access.

Unless otherwise stated in writing, fees are non-refundable except where required by applicable law.

We may change pricing, features, or plan structure prospectively. Material adverse changes to a paid recurring plan will take effect on your next renewal after reasonable notice.

Trials and promotional access

We may offer free trials, promotional credits, or limited free usage. We may modify or end those offers at any time, subject to applicable law. Trial or promotional usage may be subject to separate limits, restrictions, or feature caps.

4. Customer content and your responsibilities

In these Terms, "Customer Content" means the images, text, names, identifiers, captions, metadata, instructions, prompts, and other materials you upload, submit, import, generate, edit, or export through the Service.

You retain your rights in Customer Content.

You are solely responsible for Customer Content and for ensuring that you have all necessary rights, permissions, authorizations, notices, and lawful bases to upload, process, edit, export, store, or otherwise use it through the Service.

You represent and warrant that your Customer Content and your use of the Service will not:

• infringe, misappropriate, or violate any intellectual property, privacy, publicity, personality, confidentiality, contractual, or other rights of any person or entity;
• violate any law, regulation, sanction, embargo, court order, newsroom rule, client policy, or professional obligation;
• include malware, malicious code, or material intended to disrupt, damage, or gain unauthorized access to systems or data;
• involve unlawful surveillance, harassment, impersonation, fraud, defamation, or deceptive practices; or
• be used to build, enrich, or support face-recognition databases, biometric identification systems, or similar surveillance uses, except to the limited extent explicitly enabled by the Service for lawful editorial workflow purposes.

You are also responsible for determining whether personal information, sensitive information, or images of identifiable individuals may lawfully be processed through the Service in your jurisdiction and under your internal policies.

5. License you grant to Caption Desk

You grant Caption Desk a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, transform, and otherwise use Customer Content only as necessary to:

• provide, maintain, secure, and improve the Service;
• generate outputs requested by you;
• provide support, troubleshoot errors, prevent abuse, and enforce these Terms; and
• comply with legal obligations.

This license ends when your Customer Content is deleted from the Service, except to the extent retention is required by law, reasonably necessary for security or dispute resolution, or described in our Privacy Policy.

6. AI-generated output and editorial responsibility

The Service may generate suggested captions, headlines, keywords, locations, translations, classifications, and other outputs using automated systems and third-party AI services.

You acknowledge and agree that:

• outputs may contain errors, omissions, formatting problems, incorrect inferences, incomplete facts, or language issues;
• outputs may not be unique and may be similar to content generated for other users;
• outputs may not satisfy the legal, editorial, licensing, accessibility, archival, or client-specific requirements applicable to your work; and
• you must independently review and approve all outputs before relying on them.

Caption Desk does not guarantee the factual accuracy, editorial sufficiency, legal compliance, publication readiness, or commercial value of any output.

7. Privacy and data handling

Our collection, use, disclosure, and handling of personal information are described in our Privacy Policy: [Privacy Policy URL].

Depending on how you use the Service, Caption Desk may process personal information contained in Customer Content, including images, names, captions, and related metadata. As between you and Caption Desk, you are responsible for deciding what Customer Content to submit and for ensuring that your use of the Service is lawful.

[Choose and align this clause with actual implementation before publishing]: Uploaded images and certain generated processing data are automatically deleted on a short retention cycle, currently intended to be [24 hours], subject to applicable law, security needs, and any more specific retention terms stated in the Privacy Policy or a separate enterprise agreement.

If you need processor, service-provider, or data-processing terms for organizational use, those may be addressed in a separate written agreement where offered.

8. Confidentiality and security

We use reasonable administrative, technical, and organizational measures designed to protect the Service and Customer Content. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

You are responsible for using appropriate access controls, device security, and internal workflow safeguards on your side.

9. Acceptable use restrictions

You may not, and may not permit any third party to:

• access or use the Service in violation of these Terms or applicable law;
• copy, frame, mirror, scrape, or systematically extract data from the Service except as expressly permitted by us;
• reverse engineer, decompile, disassemble, translate, or attempt to discover the source code, underlying models, prompts, or non-public components of the Service, except to the extent such restriction is prohibited by law;
• interfere with or disrupt the integrity, security, performance, or availability of the Service;
• bypass usage limits, authentication measures, or access controls;
• use the Service to develop, benchmark, train, or improve a competing product or service;
• use automated means to access the Service in excess of documented API or product limits, if any; or
• upload or process Customer Content that you are not legally entitled to use.

10. Service changes, availability, and beta features

We may modify, update, suspend, or discontinue all or part of the Service from time to time.

We do not guarantee that the Service will be uninterrupted, error-free, or available at all times. Maintenance, outages, security events, third-party failures, internet issues, and force majeure events may affect availability.

We may offer experimental, preview, or beta features. Those features may be incomplete, unstable, or changed or withdrawn at any time, and may be subject to additional terms.

11. Intellectual property

The Service, including its software, interface, design, branding, documentation, and all related intellectual property rights, is owned by Caption Desk or its licensors.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

"Caption Desk," related logos, and associated brand elements are our trademarks or those of our licensors. You may not use them without prior written permission, except to identify Caption Desk as the provider of the Service in a truthful manner.

12. Feedback

If you provide suggestions, ideas, enhancement requests, corrections, or other feedback about the Service, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use and exploit that feedback for any lawful purpose, without restriction or compensation to you.

13. Suspension and termination

We may suspend or terminate your access to all or part of the Service, with or without notice, if:

• you violate these Terms;
• your use of the Service creates legal, security, operational, or reputational risk;
• fees are overdue;
• we are required to do so by law or a court order; or
• providing the Service to you is no longer commercially reasonable.

You may stop using the Service at any time and may cancel your subscription in accordance with your account settings or by contacting [support email].

Upon termination:

• your right to use the Service ends immediately;
• accrued payment obligations remain due;
• sections that by their nature should survive will survive, including sections relating to payment, intellectual property, disclaimers, limitation of liability, indemnity, dispute resolution, and general provisions; and
• Customer Content may be deleted in accordance with our retention practices, Privacy Policy, and applicable law.

14. Warranties disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CAPTION DESK AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RESULTS, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY, ERROR-FREE, OR THAT ANY OUTPUT WILL BE FACTUALLY CORRECT, EDITORIALLY SUFFICIENT, OR LEGALLY COMPLIANT.

Nothing in these Terms excludes any warranty or right that cannot be excluded under applicable law.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAPTION DESK, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CAPTION DESK ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE AMOUNTS YOU PAID TO CAPTION DESK FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND
• [100 CAD / 500 CAD / another chosen floor].

The limitations in this section apply regardless of the form of action, whether in contract, tort, delict, strict liability, statute, or otherwise, and even if any limited remedy fails of its essential purpose.

Nothing in these Terms limits liability that cannot be limited under applicable law.

16. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Caption Desk and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your Customer Content;
• your use of the Service;
• your violation of these Terms; or
• your violation of any law or the rights of any person or entity.

17. Governing law and disputes

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-law rules.

Subject to any non-waivable rights you may have under applicable consumer protection law, the parties submit to the exclusive jurisdiction of the courts of Montréal, Québec, for any dispute arising out of or relating to these Terms or the Service.

Nothing in these Terms limits any rights or remedies that applicable consumer protection law gives to consumers.

18. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms and update the "Last updated" date. Where required by law, we will provide additional notice.

Your continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms, unless applicable law requires another form of consent.

19. General provisions

• Entire agreement. These Terms, together with the Privacy Policy and any order form or plan-specific terms expressly incorporated by reference, form the entire agreement between you and Caption Desk regarding the Service.
• Order of precedence. If there is a conflict between these Terms and a signed order form or enterprise agreement, the signed order form or enterprise agreement controls to the extent of the conflict.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
• No waiver. A failure to enforce any provision is not a waiver of that provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• No third-party beneficiaries. Except as expressly stated, these Terms do not create rights in any third party.
• Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control.
• Electronic communications. You consent to receive notices and communications from us electronically.

20. Contact information

Caption Desk
[Legal company name]
[Business address]
[Support email]
[Billing email, if different]
[Phone, optional]

Items to customize before publishing

1. Legal entity name, address, support email, billing email.
2. Exact subscription mechanics and cancellation workflow.
3. Exact refund rule.
4. Exact retention/deletion wording, aligned with the Privacy Policy and real implementation.
5. Liability cap amount.
6. Whether you want separate enterprise terms or a DPA reference.
7. French version for Québec users, and English flow only after French is made available where required.