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Cast AI Terms of Service

Effective Date: February 6, 2025 

Cast AI Group, Inc. and its affiliates (collectively or individually, as applicable, “Cast AI,” “our,” “we,” or “us”) offer products and services through one or more of our websites, including without limitation the website located at console.cast.ai, all mobile versions of the same, and all successor websites, applications or other platforms thereof (such products and services, as well as the website, platform, application and dashboard through which they are provided, “Services”) subject to these Cast AI Terms of Service (these “Terms of Service”). 

BY ACCESSING AND USING THE SERVICES , OR BY CLICKING “I AGREE” DURING THE CUSTOMER ONBOARDING PROCESS, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS THE “CUSTOMER” HEREUNDER, AS WELL AS TO HAVE ACCEPTED AND ENTERED INTO AN “ORDER FORM” AS THAT TERM IS DEFINED HEREIN. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT BETWEEN THE APPLICABLE CAST AI CONTRACTING PARTY (AS DEFINED BELOW) AND CUSTOMER. IF YOU USE THE SERVICES ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AS THE “CUSTOMER” HEREUNDER, AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS OF SERVICE. THESE TERMS OF SERVICE AND THE APPLICABLE ORDER FORM ARE A LEGALLY BINDING AGREEMENT AND ARE REFERRED TO HEREIN AS THIS “AGREEMENT.” YOU, ON BEHALF OF YOURSELF AND CUSTOMER, AS APPLICABLE, REPRESENT AND WARRANT THAT YOU, COMPANY, AND ALL COMPANY PERSONNEL, WILL USE THE SERVICES ONLY FOR CUSTOMER’S INTERNAL BUSINESS PURPOSES.

CAST AI RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE. CAST AI WILL NOTIFY YOU OF CHANGES TO THESE TERMS OF SERVICE, IF ANY, BY REPLACING THESE TERMS OF SERVICE ON THE SERVICES WITH UPDATED TERMS OF SERVICE THAT INCLUDE A NEW EFFECTIVE DATE SET FORTH ABOVE. IT IS YOUR RESPONSIBILITY TO CHECK THE SERVICES PERIODICALLY FOR CHANGES. FOLLOWING ANY UPDATE TO THE TERMS OF SERVICE, YOU WILL BE ASKED TO ACCEPT SUCH UPDATED TERMS OF SERVICE BY CLICKING “I AGREE.” FAILURE TO ACCEPT ANY SUCH UPDATED TERMS OF SERVICE MAY RESULT IN THE TERMINATION OF THIS AGREEMENT AND THE SERVICES BY CAST AI WITHOUT LIABILITY. 

  1. As used in this Agreement:
    1. “Access Credentials” mean login information, passwords, security protocols, and policies through which Users access and use the Services.
    2. “Admin User” means the employees and/or contractors of Customer who are designated to have the ability to issue Access Credentials. 
    3. “Cast AI Contracting Party” means (A) if Customer has executed or accepted an Order Form that identifies a Cast AI legal entity as the provider of the Services, the Cast AI legal entity named in such Order Form, or (B) if the Order Form does not identify a Cast AI legal entity as the provider of the Services, CAST AI Baltic UAB, registration code 305286925, registered address Lvivo g. 37-101, LT-09306 Vilnius, Lithuania. 
    4. “Cast AI Technology” means the computer software, computer code, scripts, neural networks, artificial intelligence, application programming interfaces, methodologies, processes, templates, work flows, diagrams, tools, algorithms, formulas, user interfaces, know-how, trade secrets, techniques, designs, inventions, third-party services and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Services, including, without limitation, all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.
    5. “Customer Inputs” means information, data, text, content, videos, images, audio clips, photos, graphics, and/or other types of content, information and/or data posted, provided and/or uploaded to the Services by Customer and/or any Customer User.
    6. “Documentation” means text and/or graphical materials, whether in print or electronic form, that describe the features, functions and use of the Services and that are prepared by or on behalf of Cast AI and delivered by or on behalf of Cast AI to Customer.
    7. “Intellectual Property Rights” mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark, trade dress, or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case, in any jurisdiction throughout the world.
    8. “Order Form” means an order form or any other ordering document or procedure (whether in writing, electronic or otherwise) accepted by Customer and CAST AI, including orders placed electronically through the Services. As part of the sign-up process for the Services, Customer may be asked to select a product plan, and such selected product plan and details related thereto will constitute the initial Order Form hereunder. Each subsequent product plan selected by Customer, including each upgrade from an existing product-plan selection, will be deemed a new Order Form for purposes of this Agreement. 
    9. “Updates” mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the Services made generally commercially available as part of the Services during the Term. Updates may also include new features and/or functionality for which Cast AI reserves the right to charge an additional fee if Customer elects to activate such new features and/or functionality.
    10. “User” means Customer’s Admin Users and any other Customer employees or contractors who have been assigned Access Credentials.
  2. SERVICES
    1. Services. Subject to and in accordance with this Agreement, including, without limitation, payment of all applicable fees (if any), Cast AI shall make the Services available to Customer.
    2. Customer Access. Customer acknowledges and agrees that Customer’s Users’ access and use of the Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. Cast AI will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software. 
    3. Modifications to the Services. Cast AI reserves the right to enhance, improve and modify the Services on a continuous basis at no cost to Customer.
  3. ACCESS GRANT; LICENSES; OWNERSHIP
    1. Access Grant. Subject to Customer’s compliance with the terms and conditions contained in this Agreement and the Documentation, Cast AI grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable right to allow its Users to access and use the Services solely for Customer’s internal business purposes. Customer shall be responsible for any breach of this Agreement by any User. 
    2. Customer Inputs. To enable Cast AI to provide the Services, Customer grants to Cast AI a non-exclusive, royalty-free license to access, use, and copy the Customer Inputs solely as necessary to provide the Services for the benefit of Customer. Cast AI agrees Customer owns all right, title and interest in and to the Customer Inputs and reserves all rights thereto that are not expressly granted to Cast AI under this Agreement. CUSTOMER WILL BE RESPONSIBLE FOR MAKING BACK-UP AND ARCHIVAL COPIES OF ALL CUSTOMER INPUTS. IN NO EVENT WILL CAST AI BE RESPONSIBLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, CORRUPTION OR ALTERATION OF CUSTOMER INPUTS, OR FOR ANY LOSS ARISING OUT OF ANY BREACH OF SECURITY, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, DIRECT, INDIRECT OR OTHER DAMAGES OF ANY KIND.
    3. Users. Unless otherwise provided in the applicable Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users to access and use the Services. Cast AI will provide Admin Users with the ability to grant Access Credentials to each User. Customer will at all times be responsible for all actions taken under Customer’s or any User’s account. 
    4. Service Level Agreement. The service levels applicable to the Services are set forth at https://cast.ai/service-level-agreement/ (the “Service Level Agreement”) and are expressly incorporated herein. Service levels vary based on the pricing plan and service level selected by Customer. Customer’s sole and exclusive remedy, and Cast AI’s sole and exclusive obligation, for a breach of any terms of the Service Level Agreement, but not for terms elsewhere in this Agreement, is as provided in the Service Level Agreement. 
    5. Ownership. The Services, the Cast AI Technology, the Cast AI Analytics (defined below), the Documentation and all worldwide Intellectual Property Rights in each of the foregoing and in all derivative works of each of the foregoing, are the exclusive property of Cast AI and its licensors. The Services are licensed to Customer, not sold, and except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by Cast AI and its licensors. 
    6. Marketing. CAST AI may publicly refer to Customer as a customer of Cast AI, including on Cast AI’s website and in sales presentations, and may use Customer’s logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of Cast AI and the Services, including on Customer’s website. 
    7. Collection and Use of Information.
      1. Customer acknowledges that Cast AI may, directly, including through the Services, or indirectly through the services of third parties, collect and store information and data regarding use of the Services and about equipment on which the Services are installed or through which it is otherwise accessed and used, including without limitation information and data derived from aggregated anonymized inputs to, and usage of, the Services across all Cast AI customers (collectively, “Cast AI Analytics”). Cast AI Analytics shall not include any personally identifiable information or Customer Inputs.
      2. Customer acknowledges and agrees that Cast AI may create, collect, use and disclose the Cast AI Analytics for any business purposes, including without limitation to:
        1. Improve the performance of the Services or develop updates thereto; and
        2. Verify Customer’s compliance with the terms of this Agreement and enforce Cast AI’s rights, including all Intellectual Property Rights in and to the Services. 
    8. Customer Feedback. Customer hereby assigns to Cast AI all rights, title, and interest in and to any suggested improvements, enhancements, or other feedback provided by Customer or any Customer User or personnel with respect to the Services.
  4. CUSTOMER RESPONSIBILITIES.
    1. Access Credentials. Customer will be responsible for all acts and omissions of Customer’s Users, as well as all activity that occurs on any Customer account. Customer agrees to: (1) keep its Access Credentials secure and confidential and not to allow any of Customer’s Users to provide their Access Credentials to anyone else; and (2) not permit others to use Customer’s Access Credentials. Customer will notify Cast AI immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security, including as outlined in the DPA (as defined below). Cast AI reserves the right to take any action Cast AI deems necessary or reasonable to ensure the security of the Services and Customer’s Access Credentials and account, including terminating Customer’s or any User’s access, changing passwords, or requesting additional information to authorize activities related to Customer’s account. 
    2. Use Guidelines. Customer shall comply with all applicable laws, rules and regulations in its use of the Services. Customer shall use the Services solely for Customer’s internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, copy, reproduce, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by this Agreement; (ii) disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (iii) attempt to gain unauthorized access to the Services or the Cast AI Technology or any related systems or networks; (iv) remove, alter or obscure any proprietary notices associated with the Services; (v) use the Services in violation of (x) any applicable, law, rule, regulation, or guideline (including any United States export laws and regulations), or (y) any contractual agreement by which Customer is bound; (vi) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the Services or breach any security or authentication measures; (vii) copy, distribute, modify, adapt, hack, disassemble, decompile, decode, or reverse engineer to extract any source code, object code, machine code or any other software code from the  Services or Cast AI Technology or otherwise attempt to derive or gain unauthorized access to the Services, the Cast AI Technology or related systems or networks, or otherwise take action inconsistent with Customer’s acknowledgement that title to Cast AI Technology, and all Intellectual Property Rights incorporated therein, shall remain the sole and exclusive property of Cast AI; (viii) access or use the Services or Cast AI Technology for purposes of competitive analysis of the Services or Cast AI Technology, the development, provision, or use of a competing software service or product, or any other purpose that is to the detriment or commercial disadvantage of Cast AI; or (ix) utilize the Services in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or plant malware on Cast AI’s computer systems, those systems of Cast AI’s third-party service providers or vendors, or otherwise use the Services to attempt to upload and/or distribute malware.
    3. Restrictions.
      1. Customer agrees that, during the period in which Customer is using the Services and ending on the fourth (4th) anniversary of the last date of Customer’s use of the Services (or, if four (4) year is determined by a governmental authority of competent jurisdiction to be too long to be enforceable, the longest period of time permitted under applicable law), Customer will not directly or indirectly, and Customer will ensure that Customer’s Users do not directly or indirectly, (i) render services to any third party for the purposes of competing with the Services or Cast AI Technology; or (ii) interfere with business relationships (whether formed heretofore or hereafter) between Cast AI and its customers or potential customers. Customer acknowledges and agrees that Cast AI will suffer irreparable harm in the event that Customer breaches any of Customer’s obligations under this Section 4.3(a) of this Agreement and that monetary damages would be inadequate to compensate Cast AI for such breach. Accordingly, Customer agrees that, in the event of a breach or threatened breach by Customer of any of Customer’s obligations under Section 4.3(a) of this Agreement, Cast AI will be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, and expedited discovery for the purpose of seeking relief, in order to prevent or to restrain any such breach. Cast AI will be entitled to recover from Customer the costs incurred by Cast AI in connection with any action to enforce Section 4.3(a) of this Agreement, including reasonable attorneys’ fees and expenses, to the maximum extent permitted by applicable law.
      2. During the period in which Customer is using the Services and for four (4) years thereafter (or, if four (4) years is determined by a governmental authority of competent jurisdiction to be too long to be enforceable, the longest period of time permitted under applicable law), Customer shall not, and shall not assist any other person or entity to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person or persons) for employment or engagement as an independent contractor any person then or within the prior 12 months employed or engaged by Cast AI or any third-party contractor to Cast AI and involved in any respect with the Services or the performance of this Agreement. In the event of a violation of this Section 4.3(b), Cast AI will be entitled to liquidated damages equal to the compensation paid by Cast AI to the applicable employee or contractor during the prior 12 months.
    4. Customer Input Restrictions. The Services include the ability for Customer to upload Customer Inputs. Customer is responsible for all Customer Inputs. Customer represents, warrants and covenants Customer has all rights and licenses necessary to upload the Customer Inputs and to grant the licenses granted hereunder. Customer represents, warrants and covenants that the Customer Inputs:
      1. will not and do not infringe the patent, copyright, trademark, trade secret, or other Intellectual Property Right of others;
      2. will not and do not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
      3. are not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, or pornographic;
      4. will not and do not violate Customer’s own privacy policy or collect information from Users in any manner to which such Users have not consented;
      5. will not and do not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to, proprietary or confidential information of others; and
      6. will not and do not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 
    5. Third Party Services. If and to the extent Customer uses the Services to access or use any third party’s websites, platforms, content, products, services, or information (“Third Party Services”), or Cast AI accesses or uses Third Party Services on Customer’s behalf to facilitate the performance of the Services, Customer shall ensure, and be solely responsible for ensuring, that such access and use, including through keys, passwords, credentials or tokens issued or otherwise made available by Customer or the Third Party Service provider, is authorized by the terms of access and use for such Third Party Services.
  5. FEES AND PAYMENT.
    1. Fees. If Customer elects to use or upgrade to a paid version of the Services, Customer will pay to the relevant Cast AI Contracting Party the fees set forth in each Order Form in accordance with the payment schedule set forth therein. Unless otherwise specified in an Order Form, Customer will be required to pay the fees set forth in each Order Form within thirty (30) days of the invoice date. Except as otherwise set forth herein or in an applicable Order Form, all fees are nonrefundable, will be paid in U.S. dollars, and exclude all applicable sales, use, value-added, and other taxes. Any fees that are not paid when due are subject to interest at one percent (1.0%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Customer further acknowledges and agrees that the Services include features that are designed to integrate across multiple cloud-computing and cloud-storage providers utilized by Customer, and Cast AI may therefore incur charges on Customer’s behalf with such cloud-computing and cloud-storage providers. Customer acknowledges and agrees that any fees or charges incurred by Cast AI on behalf of Customer with such cloud-computing and cloud-storage providers are solely the obligation of Customer, and Cast AI will not be responsible for paying any such amounts on behalf of Customer or otherwise.
    2. Taxes. Customer will make all payments to Cast AI free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Cast AI, other than taxes on Cast AI’s income, will be Customer’s sole responsibility, and if requested by Cast AI, Customer will provide Cast AI with official receipts issued by the appropriate taxing authority, or such other evidence as Cast AI may reasonably request, to establish that such taxes have been paid.
    3.  Free Services. If Customer uses the Services free-of-charge, whether in connection with a free version of the Services, a special offer, a proof-of-concept or trial period, or otherwise (“Free Services”), Customer acknowledges and agrees that such Free Services are offered “as is,” “as available,” and without any representations or warranties of any kind, express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, non-infringement or fitness for a particular purpose, and Cast AI hereby disclaims the same. In particular, Customer hereby acknowledges and agrees that the following provisions of these Terms of Service will be of no force or effect with respect to any Free Services provided hereunder: Section 3.4 (Service Level Agreement), the warranties and remedies provided in Section 7 (Warranties), Section 8.2 (Cast AI Indemnification), and all obligations and guarantees set forth in the Service Level Agreement. Further, Customer hereby acknowledges and agrees that Cast AI reserves the right, in its sole discretion, (i) to set the duration for Free Services (“Free Services Term”), as well as eligibility requirements for the Free Services, and (ii) upon the expiration of any Free Services Term, to immediately and/or automatically terminate Customer’s access to the applicable Free Services, with or without prior notice, if Customer does not enter into a paid subscription for such Free Services prior to the end of the applicable Free Services Term.
  6. CONFIDENTIALITY AND DATA PROTECTION
    1. Confidential Information. Each party (the “Disclosing Party”) may from time to time during the Term disclose to or learn from the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information whether disclosed orally, in writing or visually, that is either marked or designated as confidential or is identified in writing as confidential at the time of disclosure or which the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). For the avoidance of doubt, the Services and the Cast AI Technology constitutes Confidential Information of Cast AI, and Customer Inputs constitute the Confidential Information of Customer.
    2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees and contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care; and (b) promptly advise the Disclosing Party upon becoming aware of any loss, disclosure, or duplication of the Confidential Information or of any breach of this Agreement, including, without limitation, the misappropriation of the Confidential Information. Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by any violation of this Section 6 (Confidentiality and Data Protection) and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the Receiving Party or other third parties receiving such Confidential Information to compete unfairly with the Disclosing Party. Therefore, in the event of a breach or threatened breach, the Disclosing Party shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek (i) an injunction restraining such breach; or (ii) a decree for specific performance of the applicable provision of this Agreement. Notwithstanding the termination or expiration of this Agreement, the obligations of the Receiving Party with respect to the Confidential Information of Disclosing Party shall be in full force and effect as follows: (A) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain as a trade secret, or (B) in the case of any other information or materials, during the Term and for five (5) years following the termination or expiration of this Agreement.
    3. Exceptions. The Receiving Party’s obligations under this subsection will not apply to any portion of the Disclosing Party’s Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party, as permitted by applicable law, rules and regulations, notifies the Disclosing Party of such required disclosure in writing promptly, and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
    4. Destruction of Confidential Information. The Receiving Party will destroy or permanently erase, as appropriate, all physical and electronic copies of Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first; provided that any electronic copies stored in connection with the Receiving Party’s back-up and recovery operations conducted in the ordinary course of business may be retained and will continue to be subject to the terms herein. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this subsection.
    5. Confidentiality of Agreement. Neither party will disclose any terms of any Order Form, or any amendment, modification or waiver to this Agreement, to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law; (b) pursuant to a mutually agreeable press release; (c) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement, or is otherwise subject to confidentiality obligations, in each case no less strict than those set forth in this Agreement); or (d) as provided in Subsection 3.6.
    6. Data Protection. If and to the extent the Customer Inputs include any Personal Data, Cast AI and Customer shall comply with their respective obligations outlined in the Customer Data Processing Addendum set forth at https://cast.ai/customer-data-processing/ (the “DPA”). For the purposes of this Subsection 6.6, the terms “Processes” and “Personal Data” shall have the meanings assigned in the DPA. Any Personal Data that constitutes Confidential Information shall be subject to the terms of the DPA.
    7. No Protected Health Information. Customer shall not provide, transmit, disclose, or otherwise make available to Cast AI any “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Customer agrees that CAST AI is not a “Business Associate” or “Subcontractor” under HIPAA, and Customer shall not use the Services in any manner that would require Cast AI or the Services to comply with HIPAA, the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, their enabling regulations, or similar state laws or regulations. If Customer transmits or otherwise makes any Protected Health Information available to Cast AI through the Services or otherwise, Customer will reimburse Cast AI for any costs that Cast AI incurs to extract, delete, remove, and otherwise remediate such information and disclosure. As used in this paragraph, the terms “Business Associate,” “Protected Health Information,” and “Subcontractor” shall have the meanings ascribed to them under HIPAA, the HITECH Act, and their enabling regulations.
  7. WARRANTIES. THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION. IF CUSTOMER BELIEVES THE SERVICES DO NOT MATERIALLY CONFORM TO THE DOCUMENTATION, CUSTOMER MUST PROVIDE CAST AI NOTICE OF SUCH NONCONFORMITY WITHIN THIRTY (30) DAYS OF THE FIRST INSTANCE OF SUCH NONCONFORMITY. CAST AI WILL HAVE THIRTY (30) DAYS AFTER RECEIVING SUCH NOTICE TO CORRECT SUCH NONCONFORMITY IF CAST AI, IN ITS SOLE DISCRETION, DETERMINES THAT SUCH NONCONFORMITY EXISTS. IF CAST AI DETERMINES THAT SUCH NONCONFORMITY EXISTS BUT IS UNABLE TO CORRECT SUCH NONCONFORMITY WITHIN SUCH THIRTY (30) DAY PERIOD, CUSTOMER’S SOLE REMEDY WILL BE TO TERMINATE THIS AGREEMENT, AND CAST AI WILL PROVIDE A REFUND TO CUSTOMER ON A PRO RATA BASIS OF ANY PREPAID FEES PAID BY CUSTOMER FOR THE REMAINDER OF THE THEN-CURRENT SUBSCRIPTION TERM. THE FOREGOING REPRESENTS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THE SERVICES DO NOT MATERIALLY CONFORM TO THE DOCUMENTATION. EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND CAST AI HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAST AI NEITHER WARRANTS THAT THE SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER, NOR DOES CAST AI MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT CONTAINED IN OR PROVIDED THROUGH THE SERVICES. USE OF ANY MATERIAL OR DATA OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S (OR ANY OTHER USER’S) COMPUTER SYSTEM, MOBILE DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL OR DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAST AI, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY. ANY USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK. CAST AI shall not be responsible for ensuring and does not represent or warrant that: (i) the Services will meet Customer’s requirements; or (ii) all deficiencies in the Services can be found or corrected. Cast AI will not be responsible for any loss or corruption of data.
  8. INDEMNIFICATION.
    1. CUSTOMER INDEMNIFICATION. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CAST AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, CLIENTS, SUPPLIERS, RESELLERS, AND LICENSORS, FROM AND AGAINST ANY AND ALL COSTS, FEES, LOSSES, CLAIMS AND LIABILITIES (INCLUDING WITHOUT LIMITATION ALL ATTORNEYS’ FEES AND EXPENSES) WHICH THEY MAY INCUR IN CONNECTION WITH (A) CUSTOMER’S BREACH OF THIS AGREEMENT OR ANY OTHER RULES OR GUIDELINES PROVIDED TO CUSTOMER BY CAST AI, OR (B) CUSTOMER’S USE OF THE SERVICES.
    2. CAST AI INDEMNIFICATION. CAST AI AGREES TO DEFEND CUSTOMER FROM AND AGAINST ANY AND ALL LEGITIMATE THIRD-PARTY CLAIMS THAT THE SERVICES, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
    3. Indemnification Procedures. Each party’s obligations pursuant to this Section 8 are expressly conditioned on the indemnified party providing the indemnifying party with: (i) prompt written notice of each indemnifiable claim; (ii) sole control over the defense and/or settlement of the indemnifiable claim; and (iii) information and cooperation as may be reasonably requested by the indemnifying party to support its defense and/or settlement of the indemnifiable claim.  Subject to the foregoing, the indemnified party may elect to participate in the applicable claim with its own counsel, at its own expense. The indemnifying party will not settle any claim in a manner that admits liability or wrongdoing or otherwise imposes any material obligation on the indemnified party without the indemnified party’s written consent.
    4. Infringement Claims. In the event of an indemnifiable infringement claim under Section 8.2, Cast AI at its sole expense and option, shall either: (a) procure for Customer the right to exercise the rights and licenses granted hereunder with respect to the Services; (b) modify the Services to make it non-infringing but continue to conform to the Documentation; (c) replace the Services with equivalent but non-infringing software of materially equivalent functionality; or (d) if options (a)-(c) are not commercially reasonable, terminate this Agreement and refund the prepaid fees for any unused portion of the Term.
  9. LIMITATION OF LIABILITY.
    1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL CAST AI, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, CLIENTS (OTHER THAN CUSTOMER), SUPPLIERS, RESELLERS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST, CORRUPTED, OR STOLEN DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER CAST AI HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CAST AI’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND THE SERVICES SHALL IN NO EVENT EXCEED THE CHARGES AND FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CAST AI WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CAST AI HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
    3. Cast AI acknowledges that some jurisdictions do not allow for the inclusion of implied warranties or limitation of liability for incidental or consequential damages, and as such some of the above limitations may not apply to Customer. IN JURISDICTIONS THAT DO NOT RECOGNIZE IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY, CAST AI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
    4. Customer acknowledges that any and all claims or damages that Customer may have against Cast AI shall only be enforceable against Cast AI and not other entities, its officers, directors, representatives or agents.
  10. TERM AND TERMINATION.
    1. Term. The initial term of each Order Form shall commence on the effective date of such Order Form and shall continue for (i) a period of one (1) year thereafter, or (ii) if a different term is provided in such Order Form, such different term. Each Order Form shall renew automatically for additional one (1) year periods (or, if different, the renewal term provided in the Order Form) unless a party provides the other party with written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term, in which case the Order Form shall expire on the last day of the then-current term. Unless otherwise agreed between the parties in writing, this Agreement shall expire upon expiration and/or termination of all Order Forms. The initial term, together with each renewal term, is referred to herein as the “Term.” 
    2. Termination. In the event a party breaches this Agreement (such party, the “Breaching Party”), this Agreement and any relevant Order Form may be terminated by the other party (the “Non-breaching Party”) effective immediately upon written notice containing an explanation of the alleged breach if the Breaching Party does not cure the breach within thirty (30) days after receiving such written notice thereof from the Non-breaching Party; provided, however, that if such breach is not capable of being cured, this Agreement and any relevant Order Form shall terminate immediately upon the Breaching Party receiving notice of such breach from the Non-breaching Party. Anything in this Agreement to the contrary notwithstanding, if and to the extent Customer is using Free Services, Cast AI may terminate this Agreement, and Customer’s use of such Free Services, at any time and for any reason (or no reason), with or without prior notice. 
    3. Termination Upon Bankruptcy or Insolvency. Either party may, at its option, terminate this Agreement immediately upon written notice to the other, in the event (a) that the other party becomes insolvent or unable to pay its debts when due; (b) the other party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against the other party, such petition is not removed within ninety (90) days after such filing; (c) the other party discontinues its business; or (d) a receiver is appointed or there is an assignment for the benefit of the other party’s creditors. 
    4. Suspension of Services. Cast AI may cancel or suspend all Users’ access to the Services if: (a) a reasonable threat to the technical security or technical integrity of the Services exists, provided that Cast AI promptly recommences performance upon the cessation of the threat; (b) Cast AI believes that Customer has breached any representation, warranty, or covenant in this Agreement; or (c) any amount due under any then-effective Order Form is not received by Cast AI within thirty (30) days after it was due.
    5. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Cast AI prior to the effective date of termination. In the event of termination by Customer pursuant to Section 10.2 or 10.3, promptly after the effective date of such termination, Cast AI shall refund to Customer on a pro-rata basis any prepaid fees paid by Customer for the remainder of the then current subscription term under the terminated Order Forms. In the event of termination by Cast AI pursuant to Section 10.2, 10.3, or 10.4, all amounts payable by Customer under this Agreement and all Order Forms will become immediately due and payable.
    6. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and its Users’ right to access and use the Services will immediately terminate, Customer and its Users will immediately cease all use of the Services, and each party will destroy and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. Without limiting the generality of the foregoing, Customer’s right to use the Services under a particular Order Form is based upon the terms and conditions of that Order Form in addition to the terms and conditions of these Terms of Service. Accordingly, upon the expiration or termination of an Order Form, Customer’s right to use the Services under that Order Form will also terminate.
    7. Survival. Sections 1, 3.5, 3.7(b), 3.8, 5, 6, 7, 8, 9, 10, 11, 12 and, to the extent provided therein, the DPA, shall survive any termination or expiration of this Agreement. 
  11. RESELLER ORDERS.
    1. Reseller Orders. If Customer orders the Services from an authorized non-affiliated third-party reseller (“Reseller”), then this Section 11 (Reseller Orders) will apply and prevail over any conflicting terms in this Agreement.
    2. Reseller Payments. The fees for the Services will be set between Customer and Reseller. Customer will make payments of fees directly to Reseller under its agreement with Reseller (“Reseller Agreement”).
    3. Reseller as Administrator. At Customer’s discretion, Reseller may have access to Customer’s account, Access Credentials, and Customer Inputs. As between Cast AI and Customer, Customer is solely responsible for: (a) any access by Reseller to Customer’s account, Access Credentials, or Customer Inputs, (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Services.
    4. Reseller Technical Support. Customer acknowledges and agrees that Reseller will be responsible for providing First-Level Support (as defined below) for the Services. Reseller may disclose Customer Inputs and Customer Confidential Information to Cast AI as reasonably required in order for Reseller to handle any support issues that Customer escalates to or via Reseller. As used herein, the term “First-Level Support” means the identification, diagnosis, and correction of user issues or problems with the Services by the provision of the following support services by help-desk technicians, prior to the elevation of such support to any Cast AI personnel: (a) telephone, email, and/or chat assistance; and (b) access to technical information on the Cast AI website for proper use of the Services. 
    5. Disclosure of Confidential Information to Reseller. Cast AI may share Customer Confidential Information and Customer Inputs with Reseller as reasonably necessary to provide and support the Services. Customer hereby authorizes such sharing pursuant to Section 6 (Confidentiality). 
  12. GENERAL.
    1. Governing Law; Arbitration.
      1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Miami, Florida, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Delaware, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. Customer agrees that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. The foregoing agreement to arbitration includes all claims of any type, including all common law and/or statutory claims under local, state, or federal law. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the Florida state courts located in Miami, Florida, or the federal district court located in Miami, Florida. In such event, Customer hereby irrevocably and unconditionally consents to the in personam jurisdiction and venue of such courts. Customer agrees that service of process upon Customer in any such action may be made if delivered in person, by courier service, by email, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt; provided, that with respect to notice sent by email, notice shall be deemed effectively given upon Cast AI’s sending of such notice, if such email is not returned to sender or notice is not otherwise returned to Cast AI that the email is undeliverable.
      2. Notwithstanding anything herein to the contrary, if either party seeks preliminary injunctive relief to protect its rights, then such party will have the power, without waiving this arbitration agreement, to invoke the jurisdiction of a court of competent jurisdiction for the exclusive purpose of obtaining such preliminary injunctive relief, and for such purpose each party hereby consents to the jurisdiction of, and the laying of venue in, the state and federal courts sitting in each of Miami, Florida. Each party hereby waives and agrees not to assert, to the fullest extent permitted by applicable law, any claim that (i) such party is not subject to the jurisdiction of such courts, (ii) venue in such courts is improper, (iii) any proceeding allowed by this paragraph commenced in such courts is brought in an inconvenient forum, and (iv) that any action by a party to seek preliminary injunctive relief in such courts is a waiver of such party’s right to enforce this arbitration agreement.
      3. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CUSTOMER AND CAST AI AGREE THAT EACH MAY BRING CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in a court of competent jurisdiction. All other claims will be arbitrated.
    2. Export; Anti-Corruption. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit its Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Cast AI’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Cast AI.
    3. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    4. Waiver; Remedies. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    5. Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, including all Order Forms and together with the Service Level Agreement, schedules, annexes, and documents referenced herein, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Except as provided in this Agreement, no modification, amendment, or waiver of any provision of this Agreement (including any Order Form) shall be effective unless in writing and signed by both parties (which may include electronic signatures and/or acceptance of such amendments or waivers via a “click-through” or other similar form of electronic acceptance as provided in herein). Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by Cast AI with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Service and any Order Form, the terms of such Order Form shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
    6. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or change of control, including without limitation a sale of all or substantially all of its assets, stock or business to which this Agreement relates. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
    7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a civil disturbance, war, terrorist attack, embargo, government action or restriction, act of God, sabotage, fluctuation or non-availability of electrical power, labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. If an event of force majeure prevents Cast AI from providing the Services for thirty (30) days, Customer may cancel this Agreement and receive a refund of pre-paid fees paid for that period of time for which services are not provided.
    8. Independent Contractors. Cast AI’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
    9. Notices. All notices provided by Cast AI to Customer under this Agreement may be delivered in writing (a) by electronic mail to the electronic mail address provided by Customer when signing up for the Services; or (b) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service. All notices provided by Customer to Cast AI under this Agreement may be delivered in writing (i) by electronic mail to [email protected]; or (ii) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the service address of:

      CAST AI GROUP, INC.
      Attn: Legal Department
      111 NE 1st Street
      8th Floor #1041
      Miami FL 33132, United States of America

      If the Cast AI Contracting Party is CAST AI Baltic UAB, then all notices provided to Cast AI must also be sent to the following address:
      CAST AI Baltic UAB
      Attn: Legal Department
      Lvivo g. 37-101, LT-09306 Vilnius, Lithuania
    10. Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole, and (v) references to “Sections” or “Subsections” in this Agreement refer to sections and subsections of this Agreement, and (vi) references to “Sections” in the DPA refer to sections of the DPA. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.