EZConvert Cloud API – Standard Terms of Service

(last updated 07.01.2026)

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These Standard Terms of Service ("Terms") govern access to and use of the EZConvert Cloud API (the "API") provided by EZTitles Development Studio Ltd., a company organized under the laws of the Republic of Bulgaria, with registered address at 74 Nartsis Str., 1415 Sofia, Bulgaria ("EZTitles", "Provider", "we", "us").

By creating an account, obtaining an API key, or using the API, you ("Customer", "you") agree to be bound by these Terms.

1. Definitions and Interpretation

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.

• "API" means the EZConvert Cloud application programming interface provided by EZTitles.
• "Commitment Plan" means a pricing plan in which the Customer commits to the applicable pricing, Pricing Tiers, and other commercial terms as set forth in an Order Form for a Commitment Term.
• "Commitment Term" means the fixed contractual term (e.g., twelve (12) months) of a Commitment Plan.
• "Non-commitment Plan" means any other pricing plan that is not a Commitment Plan.
• "Consumption Period" means the time from midnight UTC on the first day of a calendar month until midnight UTC of the first day of the following month.
• "Conversion" has the meaning set forth in the Pricing Schedule.
• "Billable Conversion" has the meaning set forth in the Pricing Schedule.
• "Customer" means the legal entity that agrees to use the API under these Terms with EZTitles.
• "Customer Data" means any data, files, or content submitted by or on behalf of Customer through the API.
• "Direct Use" has the meaning set forth in Section 2.1.
• "End Users" means Customer's users, clients, or customers who access functionality powered by the API through Customer's platform.
• "Order Form" means a written order form, schedule, or similar document executed by the parties that references these Terms and specifies commercial terms for the API.
• "Pricing Schedule" means the document that specifies the methodology used to calculate amounts due under these Terms.
• "Pricing Tiers" has the meaning set forth in the Pricing Schedule.
• "Platform Use" has the meaning set forth in Section 2.1.
• "SLA" means the document that outlines the commitments regarding delivery and/or performance of the API that references these Terms.

Headings are for convenience only and do not affect interpretation.

2. Scope and Rights Granted

2.1 Usage Modes

The API may be used by Customer in one or both of the following usage modes (each, a "Usage Mode"):

• Direct Use – Customer uses the API directly for its own internal, professional, or commercial purposes, without making the API or its functionality available to third parties; and/or
• Platform Use – Customer integrates the API as a backend component within its own application, platform, or service that is made available to Customer's End Users.

Unless expressly stated otherwise, these Terms apply to both Usage Modes.

2.2 License Grant

Subject to Customer's ongoing compliance with these Terms and payment of all applicable fees, EZTitles grants Customer a non-exclusive, non-transferable, revocable license to access and use the API:

(a) in Direct Use, directly by Customer; and/or
(b) in Platform Use, solely as a non-user-facing backend processing component within Customer's own application, platform, or service.

These Terms apply exclusively to the EZConvert Cloud API and do not apply to any EZTitles desktop or on-premise products, which are governed by separate license agreements.

2.3 Permitted Commercial Use (Platform Use Only)

Where Customer operates in Platform Use, Customer may offer and charge its End Users for conversion services performed via the API, provided that:

(a) the API is used as a backend component within an application that provides substantial functionality independent of file conversion;
(b) Customer does not resell, sublicense, expose, proxy, mirror, wrap, or offer the API or substantially equivalent functionality as a standalone or white-labeled service;
(c) all API calls are executed solely through Customer's authenticated environment using API keys issued to Customer; and
(d) Customer is solely responsible for the acts and omissions of its End Users, clients, and any third parties accessing the API through Customer's platform.

2.4 Attribution

Where Customer operates in Platform Use and where technically applicable, Customer shall display a "Powered by EZConvert" attribution or EZConvert logo in the interface where conversion functionality is offered, in a manner reasonably approved by EZTitles.

2.5 No Exclusivity

These Terms are non-exclusive. Nothing herein restricts EZTitles from providing the API or similar services to other customers, or restricts Customer from using alternative services.

3. Prohibited Uses

Customer shall not, and shall ensure that its End Users do not:

(a) reverse engineer, decompile, disassemble, or attempt to derive the source code or internal architecture of the API;
(b) disclose, share, pool, or reuse API keys, credentials, or endpoints across unrelated systems, entities, or third parties;
(c) use the API, outputs generated by the API, or information derived from it to design, develop, train, fine-tune, or operate a competing conversion service, including machine-learning or AI models;
(d) bypass or attempt to bypass any billing, metering, authentication, or rate-limiting mechanisms; or
(e) expose the API through programmatic interfaces that effectively provide third-party access to the API.

4. Pricing, Billing, and Payment

4.1 Pricing terms

API usage is billed monthly according to number of Billable Conversions during the relevant Consumption Period, as defined in the Pricing Schedule.

EZTitles' usage records are presumed accurate and serve as the primary basis for billing. In the event of a dispute, EZTitles may present Customer's API usage logs and billing-relevant records within thirty (30) days of receiving written notice.

Invoices are payable within the payment period specified in the applicable Order Form, unless otherwise specified in the invoice. All payments are in EUR, without set off or deduction.

Customer shall not withhold or delay payment based on charges to, or non-payment by, Customer's End Users or third parties.

4.2 Commitment Plans

The Customer may enter into a written commitment-based plan, where pricing and applicable pricing metrics (including any Conversion weighting rules) are discounted and shall remain fixed for the duration of the agreed Commitment Term.

Any customer that has not entered such a commitment-based plan is considered to be on a non-commitment plan.

4.3 Billing Evasion

Customer shall not design or implement workflows intended to circumvent usage metering or billing.

4.4 Late Payment

Any undisputed amount not paid when due shall accrue interest from the due date until paid in full at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Customer shall also reimburse EZTitles for any reasonable costs incurred in collecting overdue amounts, including reasonable legal fees. EZTitles may suspend access to the API in accordance with Section 7.3 for any overdue undisputed amounts.

4.5 Audit Rights

EZTitles may audit Customer's API usage logs, application telemetry directly related to conversion calls, and billing-relevant records within 90 days of the relevant period. If an underpayment exceeding five percent (5%) is identified, EZTitles will issue an invoice for the difference to the Customer.

5. Technical Support

5.1 Support Scope

Where Customer operates in Platform Use, Customer is responsible for providing support to its End Users.

Where Customer operates in Direct Use, EZTitles shall provide technical support to Customer in accordance with this Section.

In order to access the technical support Customer's designated contacts will submit a written request (referred to as Request in this section) via email to support@eztitles.com.

EZTitles will process Requests during business hours (10:00–18:00 EET, Monday–Friday) and respond on a commercially reasonable "best effort" basis.

When making a Request, Customer will provide all requested diagnostic information and assist Provider's support personnel as may be required to resolve a Request. EZTitles may respond to a Request by acknowledging receipt of the Request. Customer acknowledges and understands that Provider may be unable to provide answers to, or resolve all, Requests.

5.2 Exclusions

EZTitles has no obligation to develop, customize, or modify Customer's application or integrations.

If Provider deems a Request to be a Feature Request, Provider will log the Request for consideration to add to a future update or release of the Services and will consider the matter closed. Provider has no obligation to respond to or resolve any Feature Request or to include any Feature Request in any future update or release.

For the purposes this section Feature Request means a Request to incorporate a new feature or enhance an existing feature of the API that is currently not available as part of the existing API.

6. Intellectual Property and Data

6.1 Ownership

Customer retains all rights in its application (if any) and Customer Data.

EZTitles retains all right, title, and interest in and to the API, including all underlying software, algorithms, documentation, and enhancements.

6.2 Feedback

Any feedback or suggestions provided by Customer may be used by EZTitles without restriction. Customer irrevocably assigns all rights in such feedback to EZTitles.

6.3 Customer Data

EZTitles processes data submitted via the API solely to provide the services, ensure security, and perform billing. EZTitles does not use such data to train general-purpose models.

Where required by applicable law, the parties shall enter into a separate Data Processing Addendum (DPA).

7. Term, Suspension, and Termination

7.1 Term

These Terms remain in effect until terminated or until the end of the Commitment Term for customers on Commitment Plans, whichever is earliest.

7.2 Termination for Convenience

Either party may terminate these Terms upon thirty (30) days' written notice. Termination shall be effective at the end of the first full Consumption Period following notice.

For customers under a Commitment Term, termination for convenience does not limit or reduce the Customer's payment obligations for the remainder of the Commitment Term. Upon such termination, the Customer shall remain liable for, and shall immediately pay, all fees that would have become payable for the full remaining duration of the Commitment Term, calculated in accordance with the Pricing Schedule, including any Minimum Monthly Spend amounts and without application of any Commitment Term discounts.

7.3 Suspension

EZTitles may immediately suspend access to the API (including revoking API keys) for non-payment, security risks, or violation of these Terms.

7.4 Survival

Sections 3, 4, 6, 7, 8, and any provisions which by their nature should survive shall survive termination or expiration of these Terms.

8. Limitation of Liability

8.1 Liability Cap

To the maximum extent permitted by law, each party's total aggregate liability under these Terms shall not exceed the fees paid by Customer during the three (3) months preceding the claim.

8.2 Carve-Outs

The liability cap does not apply to:

• payment obligations;
• infringement of the other party's intellectual property rights; or
• violations of Section 3 (Prohibited Uses).

8.3 Exclusions

Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

8.4 Warranties

EZTitles warrants that the API will meet the terms of the SLA while Terms in effect. Your only remedies for breach of this warranty are those in the SLA. EZTitles disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

The warranty does not cover problems caused by accident, abuse or use of the API in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control.

9. Miscellaneous

9.1 Confidentiality

Each party shall protect the other's confidential information and use it solely to perform under these Terms.

9.2 Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Bulgaria. Exclusive jurisdiction lies with the courts of Sofia, Bulgaria.

9.3 Entire Agreement and Order of Precedence

These Terms, together with the SLA, the Pricing Schedule and any applicable Order Form or Schedule, constitute the entire agreement regarding the API and may be amended only in writing.

Order of precedence:

(1) Order Form or Schedule → (2) Pricing Schedule → (3) SLA → (4) these Terms

9.4 Assignment

Customer may not assign these Terms without EZTitles' prior written consent.

9.5 Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, excluding payment obligations.

9.6 Notices

Notices must be in writing and delivered by email with confirmation of transmission, or by courier to the addresses stated above (or as updated by notice). Notices to EZTitles shall be sent to sales@eztitles.com and, where sent by courier, to 74 Nartsis Str., 1415 Sofia, Bulgaria.

9.7 Severability

If any part of this agreement is held unenforceable, the rest remains in full force and effect.

9.8 Amendments

The present Agreement may not be amended except in a written document signed by both parties. Any waiver of right, request, or claim filed under the present Agreement shall produce legal effect only if made in writing.

9.9 Cancellation of Previous Agreements

This Agreement supersedes all prior Agreements, correspondence or understandings of any nature whatsoever relating to the use of the EZConvert Cloud between the Customer and EZTitles which shall be deemed to have been terminated by mutual consent as from the date on which this Agreement takes effect.

PRICING SCHEDULE

This Pricing Schedule forms part of the EZConvert Cloud API – Standard Terms of Service.

Capitalized terms used in this Pricing Schedule have the meanings given in the Terms.

This Pricing Schedule sets out:

1. the rules for determining Billable Conversions and applying any weighting factors;
2. the method for calculating monthly charges based on the Customer's applicable Pricing Tier;
3. the application of Minimum Monthly Spend requirements; and
4. the commercial terms applicable to Commitment Plans, including discounts and early termination fees.

The specific Pricing Tiers, including the Tier Bands, Prices per Conversion, and Minimum Monthly Spend amounts applicable to the Customer, are defined in the applicable Order Form.

1. Definition of "Conversion" and "Billable Conversion"

1.1 Conversion

A Conversion means a single Successful API Request to API endpoints that process one or more subtitle files into one subtitle file output using the EZConvert Cloud API. For clarity, requests to the /info, /info/licenseplan and /info/report endpoints do not constitute Conversions.

A "Successful API Request" means an API request that returns any 2xx HTTP response code.

Unless expressly stated otherwise in this Schedule, each such Conversion API request counts as one (1) Billable Conversion.

1.2 Image-Based Subtitle Billable Conversion Weighting

The following output subtitle file are image-based and the processing requires substantially greater computational resources.

1. DLP XML (Digital Cinema XML + PNGs)
2. SMPTE 428-7 (Digital Cinema, also known as DCDM, XML + PNGs)
3. DoStudio Authoring Images
4. EDL Images
5. Final Cut Pro Images
6. Graphics STL
7. Sony BDN Images
8. Panasonic Images
9. Spruce DVD Maestro Image
10. Ultech DV2000/3000 Images

Accordingly:

Each image-based subtitle Conversion shall be counted as two (2) Billable Conversions for billing purposes.

All other subtitle formats, including text-based subtitle formats, are billed as one (1) Billable Conversion per API request.

No other weighting, duration multipliers, or complexity factors apply unless expressly agreed in writing.

1.3 Demo Conversions

Calls to the /demo endpoint are for testing purposes only and as such are considered as zero (0) Billable Conversions per API request.

2. Subscription Plans and Pricing

2.1 Pricing tier definitions

"Pricing Tiers" means the pricing bands, per‑Conversion rates, and corresponding Minimum Monthly Spend levels applicable to the API, as specified in the applicable Order Form. Each Pricing Tier defines (a) the range of monthly Billable Conversions covered by that tier, (b) the Price per Conversion for that tier, and (c) the Minimum Monthly Spend associated with that tier. The Customer's applicable Pricing Tier for each Consumption Period is determined in accordance with the Pricing Schedule.

The relevant Pricing Tiers are defined in the Order Form.

"Tier Band" means the range of monthly Billable Conversions associated with a particular Pricing Tier, as specified in the Order Form, which determines the Price per Conversion and the Minimum Monthly Spend applicable to the Customer for the relevant Consumption Period.

"Price per Conversion" means the unit price applicable to each Billable Conversion within the Customer's applicable Pricing Tier, as set forth in the Order Form and applied in accordance with the Pricing Schedule.

"Minimum Monthly Spend" means the minimum monthly fee payable by Customer for a given Pricing Tier, regardless of actual usage, set forth in the Order Form and applied in accordance with the Pricing Schedule.

2.2 Billing calculation method

API usage is billed post-paid on a monthly basis according to the total number of Billable Conversions completed during the applicable Consumption Period.

After every Consumption Period a tier is selected from the Pricing Tiers, such that the Billable Conversions during that Consumption Period fit within the corresponding Tier Band. The total monthly charge is the higher of (a) number of Billable Conversions multiplied by the Price per Conversion and (b) the Minimum Monthly spend for that tier.

2.3 Non-commitment Plans

After each month the monthly charge is calculated according to the Billing calculation method in section 2.2.

If there are no Billable Conversions in a given Consumption Period the Minimum Monthly Spend is not applied. For avoidance of doubt, this waiver is not applicable for Commitment Plans.

2.4 Commitment Plan Discount

Customers entering into a 12-month Commitment Term receive a 20% discount on their monthly charge as calculated according to the Billing calculation method in section 2.2.

Pricing and discounts under a Commitment Term remain fixed for the duration of that term.

A Commitment Term constitutes a binding commercial commitment. Customer shall pay, for each month of the Commitment Term, no less than the lowest tier Minimum Monthly Spend (or such other committed amount set forth in the applicable Order Form, if any applicable) reduced by the commitment discount, irrespective of actual usage, temporary non-use, or suspension not caused by Provider's breach.

2.4A. Early Termination of Commitment Term

If Customer enters into a Commitment Term and terminates the Agreement or applicable Order Form for convenience prior to the expiration of the Commitment Term (other than due to Provider's material breach), the following shall apply:

(a) Early Termination Fee.
Customer shall immediately pay an early termination fee equal to the remaining unpaid Minimum Monthly Spend amounts for the remainder of the Commitment Term In such case the commitment discount is not applied.

(b) Acceleration of Fees.
Such early termination fee shall become immediately due and payable upon the effective date of termination, and Provider may invoice Customer for the full outstanding amount in a single invoice.

(c) No Refunds.
All fees paid prior to termination are non-refundable. Early termination does not relieve Customer of any payment obligations accrued prior to the termination date.

(d) Survival.
This Section shall survive termination or expiration of the Agreement and any applicable Order Form.

3. Currency and Taxes

All prices are stated in EUR, exclusive of VAT or other applicable taxes, which shall be charged where required by law.

4. Pricing Updates

Provider may update pricing for new customers or non-commitment plans with thirty (30) days' prior notice.

Pricing applicable under an active Commitment Term shall remain unchanged for the duration of that term.

Pricing updates shall not apply retroactively and shall not affect usage already billed or committed under an active Order Form or Commitment Term.