CAST AI Group, Inc. Terms of Service

CAST AI Terms of Service

Effective Date: March 29, 2023

CAST AI GROUP, INC. (“CAST AI GROUP”) AND ITS AFFILIATES (COLLECTIVELY OR INDIVIDUALLY AS APPLICABLE, “CAST AI” “OUR”, “WE,” OR “US”) OFFER PRODUCTS AND SERVICES FROM THE DASHBOARD LOCATED AT CONSOLE.CAST.AI AND ALL MOBILE VERSIONS OF THE SAME (THE “DASHBOARD”) SUBJECT TO THE FOLLOWING TERMS OF SERVICE. 

BY ACCESSING AND USING THE DASHBOARD AND/OR THE CAST AI CLOUD SERVICES (AS DEFINED BELOW), BY EXECUTING OR ACCEPTING AN ORDER FORM (AS DEFINED BELOW), 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. 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 DASHBOARD AND/OR THE CAST AI CLOUD 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 ANY APPLICABLE ORDER FORM CUSTOMER MAY HAVE ENTERED INTO WITH CAST AI ARE A LEGALLY BINDING AGREEMENT AND ARE REFERRED TO AS THE “AGREEMENT.” YOU REPRESENT AND WARRANT THAT YOU WILL USE THE DASHBOARD AND/OR THE CAST AI CLOUD SERVICES ONLY FOR BUSINESS OR PROFESSIONAL PURPOSES.

CAST AI RESERVES THE RIGHT AT ANY TIME TO CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS OF SERVICE. CAST AI WILL POST CHANGES TO THESE TERMS OF SERVICE, IF ANY, TO THE DASHBOARD BY REPLACING THESE TERMS OF SERVICE WITH UPDATED TERMS OF SERVICE THAT INCLUDE A NEW EFFECTIVE DATE SET FORTH ABOVE. IT IS YOUR RESPONSIBILITY TO CHECK THE DASHBOARD 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 WILL RESULT IN THE TERMINATION OF THIS AGREEMENT AND THE CAST AI CLOUD SERVICES BY CAST AI, AND CUSTOMER’S SOLE REMEDY FOR LOSS OF USE OF THE CAST AI CLOUD SERVICES IN SUCH CASE WILL BE TO CEASE USING THE CAST AI CLOUD SERVICES.  

1. As used in this Agreement:

1.1 “Access Credentials” mean login information, passwords, security protocols, and policies through which Users access and use the CAST AI Cloud Services. 

1.2 “Account Country” means the country of Customer’s address as listed on an Order Form or otherwise provided to Cast AI, including through the Dashboard. 

1.3 “Admin User” means the employees and/or contractors of Customer who are designated to be Administrative Users and have the ability to issue Access Credentials.

1.4 “CAST AI Analytics” means any information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by the CAST AI Cloud Services, including without limitation as derived from aggregated anonymized inputs to, and usage of, the CAST AI Cloud Services across all CAST AI customers.   In no event will CAST AI Analytics include any personally identifiable information or Customer Inputs.

1.5 “CAST AI Cloud Services” means the CAST AI software as a service offerings, including those designated in the applicable Order Form, which are made generally commercially available by CAST AI as of the Effective Date, and all Updates thereto made generally commercially available by CAST AI to its customers during the Term (as defined below).

1.6 “CAST AI Contracting Party” means (A) with respect to a Customer who has executed or accepted an Order Form, the Cast AI legal entity named in such Order Form or (B) with respect to a Customer who has not signed an Order Form, (i) CAST AI GROUP, INC., registration code 7654514, registered address 3500 South Dupont Highway, Dover, DE-19901, for each Customer whose Account Country is located in the United States of America; and (ii) CAST AI Baltic UAB, registration code 305286925, registered address M. Valančiaus 1A, LT-03155 Vilnius, Lithuania, for each Customer whose Account Country is located outside of the United States of America. 

1.7 “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 CAST AI Cloud Services, including, without limitation, all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.

1.8 “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 CAST AI Cloud Services by Customer.

1.9 “Documentation” means text and/or graphical materials, whether in print or electronic form, that describe the features, functions and use of the CAST AI Cloud Services and which are prepared by CAST AI and delivered by CAST AI to Customer.

1.10 “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.

1.11 “Order Form” means CAST AI’s standard order form accepted in writing (or electronically) by Customer and CAST AI, which includes orders placed electronically through the Dashboard. As part of the sign-up process for the CAST AI Cloud Services, the Customer will be asked to select a product plan, and the selected product plan will constitute the initial Order Form hereunder. Each subsequent product plan selected by the Customer, including each upgrade from an existing product-plan selection, will be deemed a new Order Form for purposes of this Agreement. 

1.12 “Updates” mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the CAST AI Cloud Services made generally commercially available as part of the CAST AI Cloud Services during the period in which Customer is using the CAST AI Cloud Services. 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.

1.13 “User” means Customer’s Admin Users and any other Customer users who have been assigned Access Credentials.

2. CAST AI CLOUD SERVICES

2.1 CAST AI Cloud Services.  Subject to and in accordance with this Agreement and the applicable Order Forms, including, without limitation, payment of all applicable fees (if any), CAST AI shall make the CAST AI Cloud Services available to Customer pursuant to the terms and conditions of this Agreement.

2.2 Customer Access. Customer acknowledges and agrees that Customer’s Users’ access and use of the CAST AI Cloud 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 CAST AI Cloud 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.

2.3 Modifications to the CAST AI Cloud Services. CAST AI reserves the right to enhance, improve and modify the CAST AI Cloud Services on a continuous basis at no cost to Customer.   

3. ACCESS GRANT; LICENSES; OWNERSHIP

3.1 Access Grant.  Subject to Customer’s compliance with the terms and conditions contained in this Agreement, the Documentation, and each Order Form, 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 CAST AI Cloud Services. The rights set forth in this Section 3.1 may be exercised by Customer’s third-party contractors and service providers; provided that Customer shall be responsible for any breach of this Agreement by any such third-party contractors and service providers. 

3.2 Customer Inputs. To enable CAST AI to provide the CAST AI Cloud 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 CAST AI Cloud 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 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.

3.3 Users. Unless otherwise provided in such Customer’s Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users to access and use the CAST AI Cloud 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 account.  

3.4 Service Level Agreement. The service levels applicable to the CAST AI Cloud 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. 

3.5 Ownership.  The CAST AI Cloud Services, the CAST AI Technology, the CAST AI Analytics, 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.  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. 

3.6 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’s software as a service, including on Customer’s website. 

3.7 Collection and Use of Information. 

(a) Customer acknowledges that CAST AI may, directly or indirectly through the services of third parties, collect and store information regarding use of the CAST AI Cloud Services and about equipment on which the CAST AI Cloud Services is installed or through which it otherwise is accessed and used and that such information may become part of the CAST AI Analytics. 

(b) 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: 

(i) Improve the performance of the CAST AI Cloud Services or develop updates thereto; and

(ii) 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 CAST AI Cloud Services. 

3.8 Customer Feedback. In the event Customer provides any suggested improvements, enhancements, or feedback with respect to the CAST AI Cloud Services (collectively, “Feedback”), Customer hereby assigns to CAST AI all rights, title, and interest in and to such Feedback. 

4. CUSTOMER RESPONSIBILITIES.  

4.1 Access Credentials. Customer will be responsible for all acts and omissions of Customer’s Users. 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 CAST AI Cloud Services and Customer’s Access Credentials and account, including terminating Customer’s access, changing passwords, or requesting additional information to authorize activities related to Customer’s account. 

4.2 Use Guidelines.  Customer shall comply with all applicable laws, rules and regulations in its use of the CAST AI Cloud Services.  Customer shall use the CAST AI Cloud 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 CAST AI Cloud Services available to any third party, other than as expressly permitted by this Agreement; (ii) disrupt any servers or networks connected to the CAST AI Cloud Services, or disobey any requirements, procedures, policies or regulations of networks connected to the CAST AI Cloud Services; (iii) attempt to gain unauthorized access to the CAST AI Cloud Services or the CAST AI Technology or any related systems or networks; (iv) remove, alter or obscure any proprietary notices associated with the CAST AI Cloud Services; (v) use the CAST AI Cloud 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 CAST AI Cloud 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 CAST AI Cloud Services or CAST AI Technology or otherwise attempt to derive or gain unauthorized access to the CAST AI Cloud 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 CAST AI Cloud Services or CAST AI Technology for purposes of competitive analysis of the CAST AI Cloud 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 CAST AI Cloud 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 CAST AI Cloud Services to attempt to upload and/or distribute malware. 

4.3 Restrictions. 

(a) Customer agrees that, during the period in which Customer is using the CAST AI Cloud Services and ending on the fourth (4th) anniversary of the last date of Customer’s use of the CAST AI Cloud Services (the “Restricted Period”), 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 CAST AI Cloud 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 its costs incurred 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.

(b) During the period in which Customer is using the CAST AI Cloud Services and for four (4) years thereafter, 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 CAST AI Cloud 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.

4.4 Customer Input Restrictions. The CAST AI Cloud Services includes the ability for the 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:

(i) will not and do not infringe the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of others;

(ii) will not and do not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation; 

(iii) are not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, or pornographic;

(iv) 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;

(v) 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

(vi) 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. 

4.5 Third Party Services. If and to the extent Customer uses the CAST AI Cloud 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 CAST AI Cloud 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. 

5.1 Fees. If the Customer elects to use or upgrade to a paid version of the CAST AI Cloud Services, Customer will pay to CAST AI (relevant CAST AI Contracting Party) the fees set forth in the Dashboard or in each Order Form in accordance with the payment schedule set forth in the Dashboard or such Order Form, as applicable. Unless otherwise specified in the Dashboard or any Order Form, Customer will be required to pay the fees set forth in the Dashboard, or in the Customer’s Order Form, within thirty (30) days of the invoice date.  Except as otherwise set forth herein, in the Dashboard, 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 CAST AI Cloud Services include features that are designed to optimize cost, performance, compliance, and scalability across multiple cloud-computing and cloud-storage providers utilized by the Customer, and therefore CAST AI may incur charges on Customer’s behalf with such cloud-computing and cloud-storage providers. The Customer acknowledges and agrees that any fees or charges incurred by CAST AI on behalf of the Customer with such cloud-computing and cloud-storage providers are solely the obligation of the Customer, and CAST AI will not be responsible for paying any such amounts on behalf of the Customer or otherwise.   

5.2 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.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 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 CAST AI Cloud Services and the CAST AI Technology constitutes Confidential Information of CAST AI and Customer Inputs constitute the Confidential Information of Customer.

6.2 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 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.

6.3 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.

6.4 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.

6.5 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.

6.6 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.

6.7 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 CAST AI Cloud Services in any manner that would require CAST AI or the CAST AI Cloud 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 CAST AI Cloud Services, Customer will reimburse CAST AI for any costs that CAST AI incurs to extract, delete, remove, and otherwise remediate such information from the CAST AI Cloud Services.  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 CAST AI CLOUD SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION. IF CUSTOMER BELIEVES THE CAST AI CLOUD 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 CAST AI CLOUD SERVICES DO NOT MATERIALLY CONFORM TO THE DOCUMENTATION.  EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 7, THE CAST AI CLOUD 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 CAST AI CLOUD 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 CAST AI CLOUD SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT CONTAINED IN OR PROVIDED THROUGH THE CAST AI CLOUD SERVICES. USE OF ANY MATERIAL AND DATA OBTAINED THROUGH THE USE OF THE CAST AI CLOUD 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 CAST AI CLOUD 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 CAST AI CLOUD SERVICES IS AT CUSTOMER’S OWN RISK. CAST AI shall not be responsible for ensuring and does not represent or warrant that: (i) the CAST AI Cloud Services will meet Customer’s requirements; or (ii) all deficiencies in the CAST AI Cloud Services can be found or corrected. CAST AI will not be responsible for any loss or corruption of data.

8. 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, LOSS, CLAIM OR LIABILITY (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 CAST AI CLOUD SERVICES.

9. LIMITATION OF LIABILITY.

9.1 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 CAST AI CLOUD SERVICES, REGARDLESS OF WHETHER CAST AI HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

9.2 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 CAST AI CLOUD SERVICES SHALL IN NO EVENT EXCEED THE CHARGES AND FEES PAID BY CUSTOMER DURING THE THREE (3) 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 CAST AI CLOUD SERVICES PROVIDED FOR IN THIS AGREEMENT.

9.3 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.

9.4 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.

10.1 Term.  The Agreement shall commence on the effective date of the Order Form placed by the Customer for the CAST AI Cloud Services and shall continue for a period of one (1) year, unless a different term is provided in the Customer’s Order Form (“Initial Term”).  The Agreement shall renew automatically for additional one (1) year periods (each a “Renewal Term”) unless a party provides the other party with written notice of its intention not to renew the Agreement at least sixty (60) days prior to the expiration of the then-current Term (“Non-Renewal Notice”).  In the event a party provides a Non-Renewal Notice pursuant to this Agreement, the Agreement shall expire on the last day of the then-current Term (“Expiration Date”).  The Initial Term, together with each Renewal Term, is hereinafter referred to as the “Term.” 

10.2 Termination. This Agreement and any Order Form may be terminated by either party (the “Non-breaching Party”) effective immediately upon written notice containing an explanation of the alleged breach to the other party (the “Breaching Party”), if the Breaching Party breaches any provision of this Agreement, and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party; provided, however, that if such breach is not capable of being cured, this Agreement and any 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, CAST AI may terminate this Agreement, and Customer’s use of the CAST AI Cloud Services, at any time and for any (or no reason) if Customer is using a free plan or version of the CAST AI Cloud Services. 

10.3 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. 

10.4 Suspension of Services. CAST AI may cancel or suspend all Users’ access to the CAST AI Cloud Services if: (a) a reasonable threat to the technical security or technical integrity of the CAST AI Cloud 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 this Agreement (including any then-effective Order Form) is not received by CAST AI within thirty (30) days after it was due.

10.5 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.

10.6 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 CAST AI Cloud Services will immediately terminate, Customer and its Users will immediately cease all use of the CAST AI Cloud 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 CAST AI Cloud 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 this Agreement. Accordingly, upon the expiration or termination of an Order Form, Customer’s right to use the Services under that Order Form will also terminate.

10.7 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. 

11.1 Reseller Orders. If Customer orders the CAST AI Cloud 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.

11.2 Reseller Payments. The fees for the CAST AI Cloud Services will be set between Customer and Reseller. Customer will make payments of fees directly to Reseller under its agreement with Reseller (“Reseller Agreement”).

11.3 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 CAST AI Cloud Services.

11.4 Reseller Technical Support. Customer acknowledges and agrees that Reseller will be responsible for providing First-Level Support (as defined below) for the CAST AI Cloud 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 CAST AI Cloud 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 CAST AI Cloud Services. 

11.5 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 CAST AI Cloud Services. Customer hereby authorizes such sharing pursuant to Section 6 (Confidentiality). 

12. GENERAL.

12.1 Governing Law; Arbitration. 

(a) If the CAST AI Contracting Party is CAST AI GROUP, INC., then the terms of this Section 12.1(a) shall apply and the terms of Section 12.1(b) shall not apply. 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, the 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 the 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 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.

(b) If the CAST AI Contracting Party is CAST AI Baltic UAB, then the terms of this Section 12.1(b) shall apply and the terms of Section 12.1(a) shall not apply. This Agreement shall be governed by and construed in accordance with the laws of Lithuania, without reference to conflicts of laws provisions. Any dispute, arising out of or relating to this Agreement, shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. All procedural documents shall be served via parties‘ e-mails. The number of arbitrators shall be 1. The place of arbitration shall be Vilnius. The language of arbitration shall be English. The law of Lithuania shall be applicable to the dispute..

(c) 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 and Vilnius, Lithuania. 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.

(d) 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.

12.2 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 CAST AI Cloud 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 CAST AI Cloud 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.

12.3 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.

12.4 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.

12.5 Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, together with the Service Level Agreement, schedules, annexes, and documents referenced herein and all Order Forms hereunder, 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 (or 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 CAST AI Cloud Services.  In the event of any conflict between the provisions in this Agreement 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.

12.6 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.

12.7 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 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 CAST AI Cloud 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.

12.8 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.

12.9 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 CAST AI Cloud 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(a) by electronic mail to [email protected]; or (b) 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

M. Valančiaus 1A, LT-03155 Vilnius, Lithuania

12.10 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.