Kimchi Terms of Service

Effective Date: September 7, 2026

CAST AI Group, Inc. and its affiliates (collectively or individually, as applicable, "Cast AI," "our," "we," or "us") offer products and services through its website located at kimchi.dev or any successor URL (the "Website"), as well 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 Kimchi 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, CUSTOMER, AND ALL CUSTOMER PERSONNEL, WILL USE THE SERVICES ONLY FOR CUSTOMER'S INTERNAL BUSINESS PURPOSES. YOU ACKNOWLEDGE THAT EACH INDIVIDUAL WHO ACCEPTS THESE TERMS OF SERVICE OR ACCESSES THE SERVICES IS PERSONALLY BOUND BY THE USE RESTRICTIONS AND THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN.

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. Definitions

As used in this Agreement:

• "Access Credentials" mean login information, passwords, security protocols, and policies through which Users access and use the Services.
• "AI Model" or "Model" means any artificial intelligence or machine learning model made available through or used to provide the Services, whether deployed and operated by Cast AI on Cast AI-controlled infrastructure or accessed through a third party, including any large language model, embedding or retrieval model, or other foundation model.
• "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.
• "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.
• "Credits" means consumption-based units of value that Customer purchases or that Cast AI grants, which are drawn down against Customer's usage of the Services in accordance with the applicable Order Form and the pricing made available on the Website.
• "Customer Inputs" means information, data, text, content, videos, images, audio clips, photos, graphics, Prompts, repository content, configuration files, and/or other types of content, information and/or data posted, provided and/or uploaded to the Services, or otherwise submitted to the Services for processing by a Model, by Customer and/or any Customer User.
• "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.
• "Hosted Inference" means Cast AI's provision of access to Models that are deployed and operated on Cast AI-controlled infrastructure, such that Customer Inputs (including Prompts) are transmitted to and processed within Cast AI-controlled infrastructure.
• "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.
• "Kimchi Data and AI/ML Usage Policy" means Cast AI's policy attached hereto as Exhibit A describing how Cast AI processes Customer Inputs and uses AI in connection with the Services, which policy is expressly incorporated into this Agreement.
• "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.
• "Output" means any content, data, or other output generated and returned by a Model in response to Customer Inputs (including Prompts) through the Services.
• "Prompts" means the prompts, queries, instructions, messages, source code, and any other inputs that Customer or any User submits to a Model through the Services for processing.
• "Self-Hosted Deployment" means Customer's deployment and operation of Models within Customer's own environment, cluster, or cloud account, such that Customer Inputs are processed within Customer-controlled infrastructure rather than transmitted to Cast AI-controlled infrastructure.
• "Third-Party Model" means any Model that is trained, developed, owned, or provided by a third party (including any open-source Model and any Model made available by a third-party provider), whether deployed by Cast AI or accessed through a third-party provider using credentials, keys, or configuration supplied or made by Customer.
• "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.
• "User" means any Customer employees or contractors who have been assigned Access Credentials.

2. Services

• 2.1 Services. Subject to and in accordance with this Agreement, including, without limitation, payment of all applicable fees, Cast AI shall make the Services available to Customer. The Services may be made available in different forms, including Hosted Inference and Self-Hosted Deployment, and may include access to Models, serverless model inference endpoints, agentic and coding tools, and related features. The specific Services, Models, and features made available to Customer are those set forth in the applicable Order Form, selected by Customer through the Services, or otherwise described in the Documentation.
• 2.2 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.
• 2.3 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.
• 2.4 Models; Availability. The Models made available through the Services, including Third-Party Models, may change from time to time. Cast AI may, in its sole discretion and with or without notice, add, modify, update, deprecate, suspend, or remove any Model (including any particular Model version, family, or provider) made available through the Services. Cast AI does not represent or warrant that any particular Model will be or remain available, and continued availability of any Model is not a condition of this Agreement. Cast AI may subject Models to security, safety, and behavioral testing prior to and during deployment, but Cast AI does not warrant the results, behavior, accuracy, or outputs of any Model.

3. Access Grant; Licenses; Ownership

• 3.1 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 all actions taken under Customer's or any User's account, including without limitation any breach of this Agreement by any User.
• 3.2 Customer Inputs; Prompts. To enable Cast AI to provide the Services, Customer grants to Cast AI a non-exclusive, royalty-free license to access, use, process, transmit, and copy the Customer Inputs solely as necessary to provide the Services for the benefit of Customer, including to route and process Prompts through the applicable Model and to generate and return Output to 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. Cast AI will not use Customer Inputs, Prompts, or Output to train, fine-tune, or improve any Model that is made available to, or shared across, other customers, except as described in the Kimchi Data and AI/ML Usage Policy. Cast AI's processing of Customer Inputs in connection with AI and the Services is further described in, and governed by, the Kimchi Data and AI/ML Usage Policy. 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.
• 3.3 Output. As between Customer and Cast AI, and subject to the terms of any applicable Third-Party Model, Cast AI does not claim ownership of Output generated for Customer through the Services, and any right, title, and interest that Cast AI may have in such Output is hereby assigned to Customer. Customer is solely responsible for its use of Output. Customer acknowledges that (a) Output is generated by Models on a probabilistic basis, may be inaccurate, incomplete, or misleading, and may not reflect current or real-world facts; (b) due to the nature of AI, the same or similar Output may be generated for other customers or users, and Cast AI may generate and provide the same or similar output to others; (c) Output is not a substitute for professional advice, and Customer should independently review, verify, and evaluate Output before relying on it; and (d) Customer will not rely on Output for any high-risk use or any use requiring accuracy or safety without appropriate human review and oversight. Customer is responsible for ensuring that its use of Output complies with all applicable laws and the terms of any applicable Third-Party Model.
• 3.4 Service Level Agreement. The service levels applicable to the Services, if any, are set forth at kimchi.dev/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 and do not apply to Free Services, Community Plan usage, proof-of-concept or trial usage, or any Self-Hosted Deployment. 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. Under no circumstance will Cast AI be responsible for the service level availability of Third Party Integrations (defined below), Third-Party Models, third-party providers, or any other third-party product, service, technology, or infrastructure on which the Services rely.
• 3.5 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.
• 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 and the Services, including on Customer's website.
• 3.7 Collection and Use of Information. (a) 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 (including number of tokens, tool calls, sessions, requests, and success rates) (collectively, "Cast AI Analytics"). Cast AI Analytics shall not include any personally identifiable information, Prompts, or Customer Inputs (and, for clarity, will not include Prompts, source code, or Output). (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 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 Services.
• 3.8 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

• 4.1 Access Credentials. Customer and each User will provide accurate, current, and complete registration information (including a valid identity, company, and role) when registering for or accessing the Services, and Customer and each User will keep such information accurate, current, and complete. Any access to or use of the Services obtained through false, misleading, or incomplete information, or by any means that conceals the identity of the accessing person or entity, is unauthorized and void. 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.
• 4.2 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; (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; (x) access or use the Services, any Model, or any Output to develop, train, fine-tune, benchmark, or improve any artificial intelligence or machine learning model, product, or service that competes with the Services, or to create any dataset for any such purpose; (xi) attempt to access, extract, copy, or derive the weights, parameters, architecture, or training data of any Model, or otherwise reverse engineer any Model; (xii) benchmark the Services or any Model, conduct any competitive or performance testing of the Services or any Model, or publish or disclose to any third party the results of any such benchmarking or testing, in each case without Cast AI's prior written consent; (xiii) access or use the Services by any automated means (including any robot, spider, scraper, or crawler) or to scrape, harvest, or collect data from the Services, or circumvent or attempt to circumvent any rate limit, usage limit, or Credit limit; (xiv) use the Services, any Model, or any Output in violation of the terms of any applicable Third-Party Model or any applicable law governing artificial intelligence, or to generate any unlawful, harmful, or infringing content; or (xv) use the Services to provide any service to a competitor of Cast AI or on behalf of a competitor of Cast AI.
• 4.3 Restrictions. 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) 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 will not directly or indirectly, and Customer will ensure that Customer's Users do not directly or indirectly, (i) use the Services or any Cast AI Confidential Information to render services to any third party for the purposes of competing with the Services or Cast AI Technology; (ii) interfere with business relationships (whether formed heretofore or hereafter) between Cast AI and its customers; or (iii) 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. In the event of a violation of subsection (iii) of this Section 4.3, 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 Injunctive Relief. Customer acknowledges and agrees that Cast AI will suffer irreparable harm in the event that Customer or any User breaches any of its obligations under Sections 4.2, 4.3, 4.8, 4.9, or Section 6, and that monetary damages would be inadequate to compensate Cast AI for any such breach. Accordingly, in the event of any such breach or threatened breach, Cast AI will be entitled, in addition to all other remedies available at law or in equity, to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, and expedited discovery for the purpose of seeking relief, without the necessity of posting a bond or proving actual damages, and to recover its reasonable attorneys' fees and costs incurred in connection with any action to enforce such obligations, to the maximum extent permitted by applicable law.
• 4.5 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: (a) will not and do not infringe the patent, copyright, trademark, trade secret, or other Intellectual Property Right of others; (b) will not and do not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation; (c) are not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, or pornographic; (d) 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; (e) 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 (f) 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.
• 4.6 Third Party Services. If and to the extent Customer uses the Services to access, use, or integrate with any third party's websites, platforms, content, products, services, software, applications, or information ("Third Party Services"), or Cast AI accesses, uses, or integrates the Services with Third Party Services on Customer's behalf to facilitate or expand 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.
• 4.7 Third Party Integrations. In addition to Customer's obligations under Section 4.6 (Third Party Services), Cast AI may, from time to time, make available integrations, applications, connectors, or other features that enable Customer to connect the Services with Third Party Services, including without limitation through applications distributed via third party marketplaces ("Third Party Integrations"). Customer acknowledges that Third Party Integrations are optional features of the Services and that Cast AI does not require Customer to enable any Third Party Integration. If Customer elects to enable a Third Party Integration, Customer acknowledges and agrees that: (i) such Third Party Integration may enable the transfer or disclosure of Customer Inputs and data relating to Customer's Users (including without limitation Personal Data, as defined in the DPA) to the operator of the applicable Third Party Service and its systems; (ii) Customer has sole responsibility for evaluating the Third Party Service, including without limitation its terms of use, privacy policies, and security practices, before enabling any Third Party Integration; (iii) Customer's decision to enable a Third Party Integration constitutes Customer's authorization for Cast AI to facilitate the transfer of Customer Inputs and data relating to Customer's Users to the applicable Third Party Service in accordance with the functionality of the Third Party Integration as enabled by Customer; and (iv) Customer's access to and use of any Third Party Service enabled via a Third Party Integration is governed solely by the terms and conditions of Customer's agreement with the operator of that Third Party Service, and Cast AI is not a party to, and has no obligations or liability under, any such agreement. Cast AI does not control, and is not responsible or liable for, the use, disclosure, storage, processing, security, or other handling of Customer Inputs or data relating to Customer's Users by any operator of a Third Party Service or any other third party receiving or accessing such data as a result of Customer's use of a Third Party Integration. Without limiting the generality of the foregoing, Cast AI makes no representation or warranty regarding any Third Party Service or the operator thereof, including without limitation the adequacy of its data protection practices, its compliance with applicable data protection laws, or its terms of service. Customer assumes all risks associated with its use of any Third Party Integration. Cast AI will not be responsible for any unauthorized access to, or breach of security affecting, Customer Inputs or data relating to Customer's Users that occurs within the systems of any operator of a Third Party Service or as a result of any vulnerability or security failure of any Third Party Service. Without limiting the provisions of Section 9 (Limitation of Liability), in no event will Cast AI be liable for any damages, losses, or costs arising out of or in connection with Customer's use of any Third Party Integration or any Third Party Service, or any use, disclosure, or processing of Customer Inputs or data relating to Customer's Users by any operator of a Third Party Service or any other third party. Customer acknowledges that Cast AI may alter or remove any Third Party Integration from the Services, or access to a Third Party Service, at any time with or without notice. Moreover, the Third Party Service may choose to alter or remove its integration with the Services at any time.
• 4.8 Third-Party Models. The Services may make available, or enable Customer to access, Third-Party Models. Customer acknowledges and agrees that: (i) Third-Party Models may be subject to their own separate terms, license terms, acceptable use policies, and restrictions ("Model Terms"), including, for certain Models, terms imposed by the model's developer or provider; (ii) Customer is solely responsible for reviewing and complying with the Model Terms applicable to any Third-Party Model that Customer accesses or uses through the Services, and for ensuring that its Users comply; (iii) in the event of any conflict between this Agreement and the Model Terms applicable to a particular Third-Party Model, the Model Terms will govern with respect to Customer's use of that Third-Party Model; and (iv) where Customer configures or supplies credentials or keys to route Customer Inputs to a third-party provider, such routing occurs solely under Customer's own configuration and pursuant to Customer's separate agreement with that provider, and Cast AI is not a party to, and has no liability under, that agreement. Cast AI may make Model Terms (or references to them) available through the Documentation or the Services, and may condition access to certain Third-Party Models on Customer's acceptance of the applicable Model Terms, including on a jurisdiction-specific basis. Cast AI makes no representation or warranty regarding any Third-Party Model and disclaims all liability arising out of or relating to any Third-Party Model to the fullest extent permitted by applicable law.
• 4.9 No Competitive Access; Representations. Customer represents, warrants, and covenants, on behalf of itself and each of its Users, that (i) neither Customer nor any User is a competitor of Cast AI, and neither is accessing or using the Services on behalf of, or for the benefit of, any competitor of Cast AI; (ii) Customer and its Users are not accessing or using the Services for purposes of competitive analysis, benchmarking, or the development of a competing product or service, or for any other purpose that is to the detriment or commercial disadvantage of Cast AI; and (iii) all information provided in connection with registration for and access to the Services is accurate, current, and complete. Customer acknowledges that the Services, the Cast AI Technology, the Models and their behavior and performance characteristics, the user interfaces, and Cast AI's pricing and methodologies constitute Cast AI's Confidential Information and trade secrets, and that any access to or use of the Services necessarily involves access to such Confidential Information and trade secrets. Any access to or use of the Services in breach of this Section 4.9, or by or on behalf of a competitor, is unauthorized, exceeds any authorization granted under this Agreement, and constitutes a material breach of this Agreement.

5. Fees and Payment

• 5.1 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. Fees for the Services may be charged on a subscription basis, on a consumption or usage basis (including on a per-token, per-request, or other usage-metered basis), on a per-seat basis, through the purchase or draw-down of Credits, or on any combination of the foregoing, in each case as set forth in the applicable Order Form or as made available through the Services and/or on the Website. Usage-based fees are calculated by Cast AI based on Customer's usage as measured by Cast AI's systems, which measurements will be determinative absent manifest error. 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 (including all prepaid fees and Credits) 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.
• 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.
• 5.3 Consumption; Credits; Usage Limits. Where the Services are provided on a consumption or Credits basis: (a) Customer may be required to purchase or maintain a prepaid balance of Credits, which are drawn down as Customer uses the Services; (b) Credits are nonrefundable and, unless otherwise stated in the applicable Order Form, expire as set forth in the Order Form or through the Services and/or Website; (c) usage in excess of Customer's prepaid Credits, included usage, or committed amount will be charged at Cast AI's then-current public pricing available on the Website, unless otherwise agreed in the Order Form; and (d) Cast AI may establish usage limits, rate limits, and soft or hard caps on usage (including per-user or per-organization caps), and may throttle, suspend, or cap access to the Services (or to particular Models) upon Customer reaching an applicable limit, in order to manage cost, capacity, security, or abuse. Cast AI will use commercially reasonable efforts to make Customer aware of applicable limits through the Services or Documentation.
• 5.4 Free or Trial Services. If Customer uses the Services free-of-charge, whether in connection with a free version of the Services, a Community Plan, 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. Free Services (including any proof-of-concept or trial) may be subject to limits that Cast AI or the applicable Order Form specifies, including limits on the number of seats or Users, the amount of Credits or usage (including token or spend caps), the Models available, and the duration of the Free Services, and Cast AI may throttle, suspend, cap, or terminate Free Services upon any such limit being reached. Any use of the Services under a free Community Plan is additionally subject to the separate terms of service applicable to such plan. Upon expiration of a proof-of-concept or trial, or upon a User or Customer exceeding an applicable seat, Credit, usage, or time limit, the applicable access may, by default, convert to Community Plan access or be suspended or terminated, in each case as described in the applicable Order Form or the Documentation. 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.
• 5.5 Marketplace Orders. Where Customer orders or is billed for the Services through a third-party cloud marketplace (for example, AWS Marketplace, Google Cloud Marketplace, or Microsoft Azure Marketplace), Customer's usage of the Services may be metered and billed as marketplace charges (including one-time or usage-based charges) under Customer's agreement with, and the terms of, the applicable marketplace, and such charges may be consolidated with Customer's other charges under that marketplace. The applicable marketplace terms govern billing, payment, and refunds for such orders, and this Section 5 applies only to the extent not inconsistent with those marketplace terms.

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 Services and the Cast AI Technology (including the Models and their behavior, performance characteristics, and outputs, and Cast AI's pricing and methodologies) constitutes Confidential Information of Cast AI, and Customer Inputs (including Prompts) and Output 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 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.
• 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. Cast AI will maintain a security program that includes administrative, technical, physical, and organizational measures designed to protect Customer Inputs against unauthorized access, use, or disclosure, consistent with applicable industry standards and as further described in the DPA. Cast AI's collection, use, processing, retention, and disclosure of Customer Inputs (including Prompts), Output, and other data in connection with the Services and the use of AI are further described in the Kimchi Data and AI/ML Usage Policy.
• 6.7 No High-Risk or Regulated Data. Customer acknowledges that the Services are not designed or intended for the submission of data that is subject to heightened regulatory handling requirements, and that Customer is solely responsible for classifying the data it submits and for ensuring that its submission and use of the Services complies with all laws and regulations applicable to such data. Without limiting the foregoing, 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"), or any financial account, payment card, or government-issued identification numbers or other sensitive personal information (except to the extent expressly agreed by Cast AI in writing). 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. Customer further acknowledges that, notwithstanding the foregoing prohibition, Customer Inputs (including Prompts and source code) may incidentally contain information subject to privacy, data-protection, confidentiality, or sector-specific regulatory requirements (including, without limitation, personally identifiable information, financial information, or data subject to HIPAA, PCI-DSS, or FERPA) ("Sensitive Information"). Cast AI does not intentionally collect, target, or extract Sensitive Information, and processes any incidentally included Sensitive Information solely as described in the Kimchi Data and AI/ML Usage Policy. Customer is solely responsible for classifying any Sensitive Information, for ensuring that its submission complies with Customer's applicable regulatory obligations and contractual restrictions, and for obtaining any required consents, and Cast AI assumes no responsibility or liability for Customer's compliance with any law or regulation governing Sensitive Information. If Customer transmits or otherwise makes any Sensitive 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. THE FOREGOING WARRANTY DOES NOT APPLY TO, AND CAST AI MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO, ANY OUTPUT, ANY MODEL (INCLUDING ANY THIRD-PARTY MODEL), ANY THIRD-PARTY SERVICE, THIRD-PARTY INTEGRATION, OR OTHER THIRD-PARTY PRODUCT, SERVICE, TECHNOLOGY, OR INFRASTRUCTURE ON WHICH THE SERVICES RELY, OR ANY FREE SERVICES. 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, THE MODELS, AND ALL OUTPUT 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 OR AS TO THE CONTINUED AVAILABILITY OF ANY THIRD PARTY SERVICES OR THIRD PARTY INTEGRATIONS CONNECTED WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, CAST AI MAKES NO WARRANTY THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, NON-INFRINGING, OR FIT FOR ANY PURPOSE, AND CUSTOMER ACKNOWLEDGES THAT MODELS GENERATE OUTPUT ON A PROBABILISTIC BASIS AND MAY PRODUCE OUTPUT THAT IS INACCURATE OR MISLEADING. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT BEFORE RELYING ON IT. CAST AI FURTHER DOES NOT WARRANT THE AVAILABILITY, PERFORMANCE, OR CONTINUITY OF ANY MODEL OR OF ANY THIRD-PARTY PRODUCT, SERVICE, TECHNOLOGY, OR INFRASTRUCTURE ON WHICH THE SERVICES DEPEND. 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

• 8.1 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, including Customer's use of any Third Party Services or Third Party Integrations, any Third-Party Model, any Customer Inputs or Prompts, or any Output or Customer's use thereof.
• 8.2 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. Notwithstanding the foregoing, Cast AI will have no obligation under this Section 8.2 for any claim arising out of or relating to (a) any Third-Party Model, any Third Party Service, or any Third Party Integration; (b) any Output or Customer Inputs; (c) Customer's combination of the Services with any product, service, data, or technology not provided by Cast AI; or (d) any modification of the Services or use of the Services other than in accordance with this Agreement and the Documentation.
• 8.3 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.
• 8.4 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

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 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 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. WITH RESPECT TO ANY FREE SERVICES, CAST AI'S AGGREGATE LIABILITY WILL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). 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.

9.3 WITHOUT LIMITING SECTIONS 9.1 AND 9.2, CAST AI WILL HAVE NO LIABILITY OF ANY KIND, AND CUSTOMER RELEASES CAST AI FROM ALL LIABILITY, FOR ANY LOSS, DAMAGE, DELAY, INTERRUPTION, UNAVAILABILITY, DEGRADATION, OR OTHER HARM ARISING OUT OF, RELATING TO, OR CAUSED BY (A) ANY THIRD-PARTY PRODUCT, SERVICE, TECHNOLOGY, MODEL, NETWORK, INFRASTRUCTURE, HARDWARE, SOFTWARE, OR PROVIDER ON WHICH THE SERVICES RELY, WITH WHICH THE SERVICES INTEROPERATE, OR THROUGH WHICH THE SERVICES ARE PROVIDED, IN WHOLE OR IN PART; (B) ANY THIRD-PARTY MODEL, THIRD-PARTY SERVICE, OR THIRD-PARTY INTEGRATION; OR (C) ANY ACT, OMISSION, FAILURE, OUTAGE, SUSPENSION, OR DISCONTINUATION OF ANY OF THE FOREGOING. CUSTOMER ACKNOWLEDGES THAT THE SERVICES DEPEND ON THIRD-PARTY PRODUCTS, SERVICES, TECHNOLOGIES, AND INFRASTRUCTURE THAT CAST AI DOES NOT CONTROL, AND THAT CAST AI DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY OF SUCH THIRD PARTIES.

9.4 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.

9.5 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 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."
• 10.2 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.
• 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, suspend, or downgrade 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; (c) any amount due under any then-effective Order Form is not received by Cast AI within ten (10) days after it was due; (d) Customer reaches or exceeds any applicable usage limit, rate limit, or Credit limit, or any Free Services, proof-of-concept, or trial limit; or (e) Cast AI reasonably believes that the Services are being accessed or used by or on behalf of a competitor, for a competitive purpose, or through false or unauthorized means.
• 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 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.
• 10.7 Survival. Sections 1, 3.3, 3.5, 3.7(b), 3.8, 4.3, 4.4, 4.8, 4.9, 5, 6, 7, 8, 9, 10, 11, 12 and, to the extent provided therein, the DPA and the Kimchi Data and AI/ML Usage Policy, shall survive any termination or expiration of this Agreement.

11. General

• 11.1 Governing Law; Arbitration.

  (a) 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 JAMS by one (1) arbitrator appointed in accordance with JAMS Rule 15. 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.

  (b) 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.

  (c) 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.

• 11.2 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.
• 11.3 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.
• 11.4 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.
• 11.5 Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, including all Order Forms and together with the Service Level Agreement, the DPA, and the Kimchi Data and AI/ML Usage Policy, 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 herein). In the event of a conflict among the documents comprising this Agreement, the following order of precedence applies, except as otherwise expressly stated: (i) the applicable Order Form; (ii) these Terms of Service; (iii) the DPA (which governs with respect to Personal Data); (iv) the Kimchi Data and AI/ML Usage Policy; and (v) the Service Level Agreement. 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.
• 11.6 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 without the other party's consent 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.
• 11.7 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.
• 11.8 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.
• 11.9 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 legal@cast.ai; or (ii) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the service address below. 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.

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

  Email: legal@cast.ai

• 11.10 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, (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.
• 11.11 Copyright Complaints (DMCA). Cast AI complies with the Digital Millennium Copyright Act (17 U.S.C. section 512). If Customer or any third party believes that content made available through the Services infringes a copyright, a notice of alleged infringement may be submitted to Cast AI's designated agent identified below, containing the information required by 17 U.S.C. section 512(c)(3). Cast AI may remove or disable access to allegedly infringing material and, in appropriate circumstances and in its discretion, will terminate the accounts of Users or account holders who are repeat infringers. A person who believes that material was removed or disabled by mistake or misidentification may submit a counter-notification as provided in 17 U.S.C. section 512(g). Notices and counter-notifications must be sent to Cast AI's designated agent: Copyright Agent, CAST AI Group, Inc., Attn: Legal Department, 111 NE 1st Street, 8th Floor #1041, Miami, FL 33132, United States; email: legal@cast.ai.

Exhibit A - Kimchi Customer Data and AI/ML Usage Policy

This Kimchi Customer Data and AI/ML Usage Policy describes how CAST AI Group, Inc. ("Cast AI") uses customer data and inputs in connection with its product known as "Kimchi," which product involves the use of artificial intelligence and machine learning (collectively, "AI") models and technology.

1. Data Usage Policy

Cast AI does not use Kimchi customer data to train any machine learning or generative AI models that are shared across customers. Specifically:

• No customer-provided source code, prompts, completions, repository content, ticket content, configuration, or related materials are used to train, fine-tune, or evaluate any Kimchi-hosted model.
• No customer-specific metadata (for example, repository names, project identifiers, user identifiers, or organisation identifiers) is used in training.
• Kimchi-hosted models are trained or fine-tuned exclusively on synthetic, publicly available, or internally generated non-customer-specific datasets.

Kimchi's data pipelines are designed to isolate customer data per session and prevent its inclusion in any model training workflow.

2. Data Flow and Processing Locations

This section describes how customer data (including prompts, source code, and related content) flows through Kimchi, where it is processed, and which parties are involved in processing it.

Customer requests, including prompts and source code, are transmitted to Cast AI-controlled infrastructure via a Cast AI proxy layer, where they are routed to AI models deployed on Cast AI-managed GPU infrastructure. By default, all customer data is processed exclusively within Cast AI-controlled infrastructure and is not transmitted to any third-party AI provider. Where a customer explicitly configures a third-party AI provider - for example, by supplying an API key to route requests through a third-party model API - requests will be forwarded from the Cast AI proxy to that provider's infrastructure. Such forwarding occurs solely under the customer's own configuration and pursuant to the customer's separate agreement with that provider. Cast AI does not route customer data to any third-party AI provider without explicit, customer-initiated configuration.

3. Sensitive Information

Kimchi may process customer-supplied content that incidentally contains information that, by reason of its nature or the context in which it is processed, is subject to privacy, data protection, confidentiality, or sector-specific regulatory requirements, including without limitation: personally identifiable information (such as code comments, commit metadata, author names, email addresses, and identifiers embedded in source code or tickets), health, financial, or biometric data, data subject to regulation such as HIPAA, PCI-DSS, and FERPA, and any other information that carries legal, contractual, or regulatory handling obligations in the jurisdiction in which a customer operates ("Sensitive Information"). With respect to Sensitive Information, the following apply:

• Kimchi does not intentionally collect, target, or extract Sensitive Information from customer content.
• Any Sensitive Information incidentally present in customer prompts, code, or tickets is processed solely to perform the requested task and is subject to the retention and deletion controls described in Section 5.
• Kimchi does not use any customer content, including any incidentally processed Sensitive Information, for model training or improvement (see Section 1).
• Customers are solely responsible for classifying any Sensitive Information within the data they submit to Kimchi, for ensuring that such submission complies with their applicable regulatory obligations, internal policies, and any contractual restrictions with their own customers or data subjects, and for obtaining any consents or authorizations required under applicable law prior to submitting such data. Cast AI does not assume any responsibility or liability for a customer's compliance with laws or regulations governing Sensitive Information processed through Kimchi.

4. AI and Machine Learning Models in Use

Kimchi uses the following categories of AI models to deliver its services:

• Large Language Models (LLMs): Used for code generation, code review, agent reasoning, task planning, and related software development workflows. Model types include foundation models such as transformer-based LLMs.
• Embedding and Retrieval Models: Used for knowledge extraction, code search, retrieval-augmented generation (RAG), and context assembly for agent tasks.

Kimchi's hosted models are open-source large language models deployed on Cast AI-managed infrastructure. The current list of supported model families and versions, including context window sizes and intended use cases, is maintained at the Kimchi documentation and is updated as models are added or changed. By default, all inference is performed on Cast AI-controlled infrastructure. Where a customer configures an external model provider, the models used are determined by the customer's own configuration (see Section 2).

5. Data Retention and Lifecycle

Kimchi applies data lifecycle controls to customer content covering ephemeral compute storage, logs, knowledge extraction artifacts, and customer-initiated deletion.

• Ephemeral processing storage: Unless the customer uses a Kimchi remote agent, Cast AI does not store any customer ephemeral data. For remote agents, Cast AI stores ephemeral data for the lifecycle of the applicable remote workspace.
• Prompt and completion logs: By default, Cast AI does not store prompts or model completion logs. When enabled, Cast AI stores such data for no longer than 5 years solely for debugging purposes.
• Session and agent action logs: Customer acknowledges that Cast AI may collect and store information and data regarding customer's use of Kimchi and/or about equipment on which Kimchi is installed or through which it is otherwise accessed and used, including without limitation number of tool calls, number of sessions, number of pull requests raised, success rate ("Usage Data"). Usage Data may be stored against unique organization or user IDs and API keys, but Usage Data will not include any filenames or customer prompts.
• Customer-initiated deletion: Upon customer's request, Cast AI shall, if feasible, delete or return to customer all customer data remaining in its possession or control, provided that this requirement shall not apply to the extent Cast AI is required by applicable laws to retain such data.

Except for Kimchi remote agents, all information derived from user interactions, including memory, context, preferences, and session artifacts, is stored locally on the customer's own machine, and no user memory or personalization data is persisted on Cast AI infrastructure or shared across sessions via Cast AI systems. Customers retain full control over locally stored data, including its retention and deletion.

6. Sub-Processors

Kimchi may engage sub-processors to deliver its services, including cloud infrastructure providers and any third-party AI providers identified in connection with the data flow described in Section 2. Other Cast AI sub-processors are identified at trust.cast.ai.

7. Segregation from Cast AI Core Services

Kimchi runs on Cast AI infrastructure but processes a separate category of customer data from Cast AI's core platform services. The following segregation principles apply:

• Kimchi customer data is not commingled with, or used to inform, Cast AI core platform models (for example, autoscaling or workload optimization models).
• Cast AI core platform customer data is not used by Kimchi models.
• Access controls, logging, and data handling for Kimchi are managed under Kimchi-specific operational procedures.