Terms of Service
These Terms govern your use of Vocalix Studio, a subtitling service provided by Antilayers Private Limited (“Antilayers”, “we”, “us”). By signing in to or using the Service, you agree to these Terms. If you are agreeing on behalf of a company, you confirm you have authority to bind it, and “you” means that company.
If you have a signed agreement or order form with us, that agreement prevails over these Terms to the extent of any conflict.
- Definitions
- The Service
- Eligibility and accounts
- Your content and the licence you give us
- Rights and permissions you must have
- Acceptable use
- Output, accuracy and your review obligation
- Fees, invoicing and taxes
- Pilots and free usage
- Intellectual property
- Confidentiality
- Privacy and data protection
- Third-party services
- Availability, support and changes
- Term, suspension and termination
- Disclaimer of warranties
- Limitation of liability
- Indemnity
- Force majeure
- Governing law and dispute resolution
- Notices
- General
- Contact
1. Definitions
- Service — Vocalix Studio, including the vocalix.org website, the application, the editor, and the exports it produces.
- Customer Content — the audio, video, text, glossaries and other material you submit to the Service.
- Output — the transcripts, translations and subtitle files (including SRT, VTT and video with burned-in captions) the Service produces from Customer Content.
- Billing Period — the recurring period stated in your Order Form over which usage is measured, ordinarily one calendar month.
- Committed Volume — the quantity of footage (in hours) included in your plan for a Billing Period.
- Plan Fee — the amount payable in advance for the Committed Volume in a Billing Period.
- Overage — footage processed in a Billing Period in excess of the Committed Volume.
- Overage Rate — the per-hour rate stated in your Order Form that applies to Overage.
- Order Form — any signed quote, order, statement of work or enterprise agreement between you and us.
2. The Service
Vocalix Studio transcribes spoken Hindi in the files you upload, translates it into English, times and formats the result as subtitles, lets you review and edit each line, and exports subtitle files. Features may be added, changed or removed as the product develops.
The Service is provided on a business-to-business basis. It is a tool that assists a professional workflow; it does not replace your own editorial judgement.
3. Eligibility and accounts
- You must be at least 18 years old and legally able to enter into a contract.
- Sign-in is through Google Sign-In. You are responsible for the security of the Google account you use, and for all activity under your Vocalix account.
- You must give accurate account and billing information and keep it current.
- Accounts are for your organisation. Do not share credentials with anyone outside it. Tell us promptly at [email protected] if you suspect unauthorised access.
- Enterprise workspaces may have multiple members; the account owner is responsible for their use of the Service.
4. Your content and the licence you give us
You keep ownership of Customer Content. Nothing in these Terms transfers ownership of your footage or audio to us.
You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, process, transcribe, translate, format and display Customer Content solely to:
- provide the Service to you and produce the Output;
- make the Output available to you and store it in your account;
- provide support you request, and diagnose and fix faults;
- comply with law.
This licence exists only for as long as we need it for those purposes, and ends when the content is deleted. We do not use Customer Content or Output to train, fine-tune or improve machine-learning models, except at your written request for your own account. We will not publish your content or name you as a customer without your written permission.
5. Rights and permissions you must have
This clause matters, because we process material we did not create. You represent and warrant that, for every file you submit:
- you own it, or you have all rights, licences, consents and permissions needed to submit it to us and to have it transcribed, translated and subtitled;
- you have any necessary consents from people appearing or speaking in it, including as required by applicable data protection and publicity laws;
- submitting it, and our processing of it under these Terms, does not infringe any copyright, trade mark, privacy, publicity, confidentiality or other right of any person; and
- it does not breach any law, court order, contract or non-disclosure obligation binding on you.
We are not obliged to verify your rights in any file, and we do not do so.
6. Acceptable use
You must not, and must not permit anyone to:
- submit content that is unlawful, or that depicts or promotes child sexual abuse, terrorism, or incitement to violence;
- use the Service to produce material intended to defame, harass, deceive or impersonate;
- use the Service to create deceptive or misleading translations of a person's words with intent to mislead;
- upload material you were given in confidence without authority to do so;
- attempt to gain unauthorised access to the Service, another account, or our infrastructure;
- probe, scan, load-test, or interfere with the Service, except with our prior written consent;
- reverse engineer, decompile, or attempt to derive the source code, models, prompts or pipeline of the Service, except to the extent such restriction is prohibited by law;
- resell, sublicense or provide the Service to third parties as your own service, unless an Order Form permits it;
- scrape or systematically extract the Service, or use it to build a competing product;
- circumvent usage limits, or misrepresent the duration or nature of files submitted.
We may investigate suspected breaches and may suspend access where we reasonably believe a breach is occurring, in line with section 15.
7. Output, accuracy and your review obligation
The Service produces machine-generated transcription and translation, refined by our processing. It is designed to be reviewed. You acknowledge that:
- Output may contain errors. Accuracy depends on audio quality, accents, overlapping speech, background noise, domain-specific terminology, code-switching and other factors outside our control.
- You are responsible for reviewing Output before you publish it. The editor exists for this purpose. We do not warrant that Output is accurate, complete or fit for broadcast, legal, medical, regulatory or certification purposes.
- Where a human review pass is included in an Order Form, that pass is performed to a commercially reasonable standard and is still not a warranty of accuracy.
- Turnaround times we quote are estimates unless an Order Form states a binding service level.
If you find a material quality problem in Output, tell us and we will make commercially reasonable efforts to reprocess or correct it.
8. Fees, invoicing and taxes
8.1 How pricing works
The Service is sold as a committed volume plan, tailored to your expected usage. Your Order Form states, for each Billing Period:
- the Committed Volume of footage included, in hours;
- the Plan Fee for that Committed Volume; and
- the Overage Rate for footage processed beyond it.
Plans are customisable. There is no fixed public price list; the figures in your Order Form are the ones that apply to you.
8.2 Payment of the Plan Fee
The Plan Fee is payable in advance for each Billing Period. We may decline to begin processing until it is received. Paying the Plan Fee entitles you to process up to the Committed Volume during that Billing Period.
8.3 Overage, billed after the period
If your usage in a Billing Period exceeds the Committed Volume, the excess is charged at the Overage Rate and invoiced after the end of that Billing Period. Overage is not prepaid, and processing is not blocked when you pass your Committed Volume unless you have asked us to cap it.
8.4 How footage is measured
- Usage is measured by the duration of the files you submit in the Billing Period, aggregated across all files, not by the length of the output.
- Each file's duration is rounded up to the nearest whole minute.
- Overage is calculated on aggregate duration and charged pro rata per minute at one-sixtieth of the Overage Rate, unless your Order Form states that Overage is charged in whole hours.
- Files that fail to process through our fault are not counted. Files you submit more than once are each counted.
- Our usage records are the reference for billing. If you believe a figure is wrong, raise it within 15 days of the invoice and we will review it with you in good faith.
8.5 Unused volume
Unused Committed Volume does not carry forward to the next Billing Period and is not refundable, unless your Order Form expressly provides for roll-over.
8.6 Invoicing, taxes and late payment
- Invoicing. Overage invoices are issued within 7 days of the end of the Billing Period. Invoices are payable within 15 days of the invoice date, unless your Order Form states otherwise.
- Taxes. All fees are exclusive of GST and any other applicable taxes, duties, cesses and levies, which you must pay in addition. Where you are required to withhold tax, you will provide the relevant certificate promptly.
- Late payment. We may charge interest on overdue amounts at 1.5% per month, or the maximum permitted by law if lower, and may suspend the Service after giving you notice and a reasonable opportunity to pay.
- Changes to rates. We may change our rates for future Billing Periods on 30 days' written notice. Rates fixed for a term in an Order Form apply for that term.
- Refunds. Plan Fees are non-refundable once a Billing Period has begun, and fees for footage already processed are non-refundable, except where required by law or where we have failed to provide the Service. Where we are at fault we will, at our option, reprocess the affected footage or credit the corresponding amount against your next invoice.
9. Pilots and free usage
We may offer a pilot, trial or free allowance so you can evaluate the Service. Pilot usage is provided as-is, may be limited or withdrawn at any time, and carries no service level or availability commitment. Sections 5, 6, 11, 16, 17, 18 and 20 apply fully to pilot usage.
10. Intellectual property
- Ours. We own the Service and all intellectual property in it — software, models, pipelines, prompts, interfaces, documentation, trade marks, and the Vocalix and Vocalix Studio names and logos. Nothing here grants you rights in them except the right to use the Service under these Terms.
- Yours. You own Customer Content. As between you and us, you own the Output produced from your Customer Content, and we assign to you such rights as we may have in it, subject to your payment of applicable fees.
- Feedback. If you send us suggestions or feedback, we may use them without obligation or payment to you. We will not identify you as the source publicly without permission.
11. Confidentiality
Each party may receive information the other treats as confidential. Each party will use the other's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors who need it and are bound by comparable obligations, or where required by law (with notice where lawfully permitted).
We treat Customer Content as your confidential information, including unreleased footage. Confidentiality obligations survive termination. Where you require a separate NDA, contact us.
12. Privacy and data protection
Our handling of personal data is described in our Privacy Policy, which forms part of these Terms. Where Customer Content contains personal data of third parties, you act as the data fiduciary or controller and we act as processor on your instructions. Enterprise customers may request a data processing agreement.
13. Third-party services
The Service relies on third parties, including hosting, storage, speech and language processing providers, Google Sign-In, and scheduling and email providers. We remain responsible for our own obligations, but we are not responsible for the acts, omissions or availability of third-party services or for websites we link to.
14. Availability, support and changes
- We aim to keep the Service available and reliable, but unless an Order Form states an uptime commitment, the Service is provided without a service level guarantee.
- We may perform maintenance, and will try to schedule planned downtime sensibly and give notice where practical.
- Support is provided by email at [email protected], and as set out in any Order Form.
- We may modify or discontinue features. If we discontinue a feature you materially rely on and this substantially reduces the value of the Service to you, you may terminate and we will refund prepaid, unused fees for the affected period.
15. Term, suspension and termination
- These Terms apply from your first use of the Service until terminated.
- You may terminate at any time by ceasing to use the Service and asking us to close your account. Fees already incurred remain payable.
- We may suspend or terminate your access if you materially breach these Terms (including sections 5, 6 or 8) and, where the breach can be remedied, do not remedy it within 15 days of notice; if required by law; or immediately where there is a risk of harm, unlawful content, or a security threat.
- On termination your right to use the Service ends. You should export your Output beforehand. We will delete Customer Content in accordance with the Privacy Policy, and will make reasonable efforts to give you a short window to export first, except where prevented by law or where content is unlawful.
- Sections that by their nature should survive — including 5, 8 (for accrued amounts), 10, 11, 16, 17, 18, 20 and 22 — survive termination.
16. Disclaimer of warranties
Except as expressly stated in these Terms or an Order Form, the Service and all Output are provided “as is” and “as available”, and we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that Output will be accurate, complete, or suitable for any particular use. You are responsible for determining whether Output is fit for your purpose.
17. Limitation of liability
To the maximum extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, however caused.
- Our total aggregate liability arising out of or relating to the Service and these Terms is limited to the total fees you paid us for the Service in the twelve months immediately preceding the event giving rise to the claim.
- Where no fees have been paid — including pilot, trial or free usage — our aggregate liability is limited to INR 25,000.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including for fraud, wilful misconduct, or death or personal injury caused by negligence. These limitations apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk that forms part of the basis of the bargain.
18. Indemnity
You will defend and indemnify us against third-party claims, and resulting losses, damages, liabilities, costs and reasonable legal fees, arising from:
- Customer Content, including any claim that it infringes intellectual property, privacy or publicity rights, or breaches confidentiality;
- your breach of section 5 (Rights and permissions) or section 6 (Acceptable use); or
- your use of Output, including any decision to publish or broadcast it.
We will notify you of the claim, allow you to control the defence (provided any settlement releases us fully and imposes no obligation on us without our consent), and cooperate reasonably at your cost.
19. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including internet or power failure, failure of a major infrastructure or third-party provider, cyber-attack, natural disaster, epidemic, strike, war, or governmental action. Payment obligations are not excused.
20. Governing law and dispute resolution
These Terms are governed by the laws of India, without regard to conflict-of-laws rules.
The parties will first attempt to resolve any dispute in good faith through discussion, escalated to senior representatives, within 30 days of written notice. If unresolved, the dispute will be referred to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement between the parties. The seat and venue of arbitration will be Dehradun, Uttarakhand, India, and the proceedings will be in English. The award is final and binding.
Subject to the above, the courts at Dehradun, Uttarakhand, India have exclusive jurisdiction. Either party may seek urgent interim or injunctive relief from those courts, including to protect confidential information or intellectual property.
21. Notices
Notices to us must be sent to [email protected] and, where an Order Form requires it, also to our registered office. We may give notice by email to your account address, or by an in-product notice. Notice is deemed given on the next business day after sending.
22. General
- Changes to these Terms. We may update these Terms. For material changes we will give notice by email or in-product notice before they take effect. Continued use after that date means acceptance. If you do not accept, stop using the Service and ask us to close your account.
- Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
- Entire agreement. These Terms, the Privacy Policy and any Order Form are the entire agreement between us on this subject and supersede earlier discussions.
- Severability. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.
- No waiver. Failure to enforce a provision is not a waiver of it.
- Independent parties. Nothing here creates a partnership, agency, joint venture or employment relationship.
- Language. These Terms are in English, which governs in the event of a translation conflict.
23. Contact
Antilayers Private Limited
C/o Yogendra Kumar, Phase-2, Yamnotri Enclave,
Dehradun City, Dehradun, Uttarakhand, India, 248001
CIN: U62099UT2026PTC021581
Email: [email protected]
See also our Privacy Policy.
