Kimchi Terms of Service

    Effective Date: February 6, 2025

    Kimchi is a product of Cast AI Group, Inc. All references to "Cast AI," "our," "we," or "us" in these Terms of Service include the Kimchi product and platform.

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

    BY ACCESSING AND USING THE SERVICES, OR BY CLICKING "I AGREE" DURING THE CUSTOMER ONBOARDING PROCESS, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS THE "CUSTOMER" HEREUNDER, AS WELL AS TO HAVE ACCEPTED AND ENTERED INTO AN "ORDER FORM" AS THAT TERM IS DEFINED HEREIN. THESE TERMS OF SERVICE ARE A LEGALLY BINDING AGREEMENT BETWEEN THE APPLICABLE CAST AI CONTRACTING PARTY (AS DEFINED BELOW) AND CUSTOMER. IF YOU USE THE SERVICES ACTING AS THE AGENT FOR A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY OR ENTITY AS THE "CUSTOMER" HEREUNDER, AND YOU GUARANTEE COMPLIANCE BY SUCH COMPANY OR ENTITY WITH THESE TERMS OF SERVICE.

    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.

    1. Definitions

    As used in this Agreement:

    1. "Access Credentials" mean login information, passwords, security protocols, and policies through which Users access and use the Services.
    2. "Admin User" means the employees and/or contractors of Customer who are designated to have the ability to issue Access Credentials.
    3. "Cast AI Contracting Party" means (A) if Customer has executed or accepted an Order Form that identifies a Cast AI legal entity as the provider of the Services, the Cast AI legal entity named in such Order Form, or (B) if the Order Form does not identify a Cast AI legal entity as the provider of the Services, CAST AI Baltic UAB, registration code 305286925, registered address Lvivo g. 37-101, LT-09306 Vilnius, Lithuania.
    4. "Cast AI Technology" means the computer software, computer code, scripts, neural networks, artificial intelligence, application programming interfaces, methodologies, processes, templates, work flows, diagrams, tools, algorithms, formulas, user interfaces, know-how, trade secrets, techniques, designs, inventions, third-party services and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Services, including all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.
    5. "Customer Inputs" means information, data, text, content, videos, images, audio clips, photos, graphics, and/or other types of content, information and/or data posted, provided and/or uploaded to the Services by Customer and/or any Customer User.
    6. "Documentation" means text and/or graphical materials, whether in print or electronic form, that describe the features, functions and use of the Services and that are prepared by or on behalf of Cast AI and delivered by or on behalf of Cast AI to Customer.
    7. "Intellectual Property Rights" mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark, trade dress, or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case, in any jurisdiction throughout the world.
    8. "Order Form" means an order form or any other ordering document or procedure accepted by Customer and CAST AI, including orders placed electronically through the Services.
    9. "Updates" mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the Services made generally commercially available as part of the Services during the Term.
    10. "User" means Customer's Admin Users and any other Customer employees or contractors who have been assigned Access Credentials.

    2. Services

    1. Services. Subject to and in accordance with this Agreement, including payment of all applicable fees (if any), Cast AI shall make the Services available to Customer.
    2. Customer Access. Customer acknowledges and agrees that Customer's Users' access and use of the Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services. 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.
    3. Modifications to the Services. Cast AI reserves the right to enhance, improve and modify the Services on a continuous basis at no cost to Customer.

    3. Access Grant; Licenses; Ownership

    1. Access Grant. Subject to Customer's compliance with the terms and conditions contained in this Agreement and the Documentation, Cast AI grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable right to allow its Users to access and use the Services solely for Customer's internal business purposes.
    2. Customer Inputs. To enable Cast AI to provide the Services, Customer grants to Cast AI a non-exclusive, royalty-free license to access, use, and copy the Customer Inputs solely as necessary to provide the Services for the benefit of Customer. Cast AI agrees Customer owns all right, title and interest in and to the Customer Inputs.
    3. Users. Unless otherwise provided in the applicable Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users to access and use the Services.
    4. Service Level Agreement. The service levels applicable to the Services are set forth at https://cast.ai/service-level-agreement/ and are expressly incorporated herein.
    5. Ownership. The Services, the Cast AI Technology, the Cast AI Analytics, the Documentation and all worldwide Intellectual Property Rights in each of the foregoing are the exclusive property of Cast AI and its licensors. The Services are licensed to Customer, not sold.
    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.
    7. Collection and Use of Information. Customer acknowledges that Cast AI may collect and store information and data regarding use of the Services ("Cast AI Analytics"). Cast AI Analytics shall not include any personally identifiable information or Customer Inputs. Cast AI may use Cast AI Analytics to improve the Services and verify Customer's compliance with this Agreement.
    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 with respect to the Services.

    4. Customer Responsibilities

    1. Access Credentials. Customer will be responsible for all acts and omissions of Customer's Users, as well as all activity that occurs on any Customer account. Customer agrees to keep its Access Credentials secure and confidential.
    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 and shall not: license, sublicense, sell, or resell the Services; attempt to gain unauthorized access; remove proprietary notices; reverse engineer; or use the Services for competitive analysis.
    3. Restrictions. Customer agrees that during the period of use and for four (4) years after, Customer will not directly or indirectly render services to any third party for the purposes of competing with the Services or interfere with Cast AI's business relationships.
    4. Customer Input Restrictions. Customer is responsible for all Customer Inputs and represents that such inputs will not infringe third-party rights, violate any laws, or contain harmful content.
    5. Third Party Services. If Customer uses the Services to access Third Party Services, Customer shall ensure such access is authorized by the terms of those Third Party Services.

    5. Fees and Payment

    1. Fees. If Customer elects to use a paid version of the Services, Customer will pay the fees set forth in each Order Form. Unless otherwise specified, fees are due within thirty (30) days of invoice date. All fees are nonrefundable, paid in U.S. dollars, and exclude applicable taxes.
    2. Taxes. Customer will make all payments free and clear of withholding taxes. Any taxes imposed on payments to Cast AI (other than income taxes) will be Customer's sole responsibility.
    3. Free Services. Free Services are offered "as is," "as available," without any warranties. Cast AI reserves the right to set the duration and eligibility for Free Services and to terminate access upon expiration.

    6. Confidentiality and Data Protection

    1. Confidential Information. Each party may disclose confidential or proprietary information to the other. The Services and Cast AI Technology constitute Cast AI's Confidential Information; Customer Inputs constitute Customer's Confidential Information.
    2. Protection. The Receiving Party will protect Confidential Information with no less than reasonable care and will only disclose it to employees and contractors with a need to know.
    3. Exceptions. Obligations do not apply to information that was already known, publicly available, independently developed, or disclosed by authorized third parties.
    4. Destruction. The Receiving Party will destroy all copies of Confidential Information promptly upon written request or expiration of this Agreement.
    5. Data Protection. If Customer Inputs include Personal Data, both parties shall comply with the Customer Data Processing Addendum at https://cast.ai/customer-data-processing/.
    6. No Protected Health Information. Customer shall not provide any Protected Health Information as defined under HIPAA to Cast AI.

    7. Warranties

    The Services will materially conform to the Documentation. If Customer believes otherwise, Customer must provide notice within thirty (30) days. Cast AI will have thirty (30) days to correct any confirmed nonconformity. If unable to correct, Customer's sole remedy is termination with a pro rata refund. Except as stated above, the Services are provided "AS IS" without warranties of any kind, express or implied.

    8. Indemnification

    1. Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Cast AI from any costs, losses, claims and liabilities arising from Customer's breach of this Agreement or use of the Services.
    2. Cast AI Indemnification. Cast AI agrees to defend Customer from third-party claims that the Services infringe third-party Intellectual Property Rights when used in accordance with this Agreement.
    3. Procedures. Indemnification is conditioned on prompt notice, sole control over defense, and reasonable cooperation.
    4. Infringement Claims. In the event of an infringement claim, Cast AI may procure the right to continue use, modify the Services, replace the Services, or terminate with a refund.

    9. Limitation of Liability

    Under no circumstances will Cast AI be liable for any lost profits, lost sales or business, lost data, business interruption, or any indirect, incidental, special, exemplary, consequential or punitive damages. Cast AI's aggregate liability shall not exceed the fees paid by Customer during the twelve (12) month period prior to the first event giving rise to liability.

    10. Term and Termination

    1. Term. The initial term commences on the effective date of each Order Form and continues for one (1) year, with automatic renewal unless either party provides sixty (60) days written notice of non-renewal.
    2. Termination. Either party may terminate upon thirty (30) days written notice if the other party breaches and fails to cure. For Free Services, Cast AI may terminate at any time.
    3. Termination Upon Bankruptcy. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or discontinues its business.
    4. Suspension. Cast AI may suspend access if there is a security threat, breach of this Agreement, or overdue payment.
    5. Outstanding Fees. Termination does not relieve Customer of the obligation to pay accrued fees.
    6. Rights Upon Termination. Upon termination, Customer's right to access and use the Services terminates immediately, and each party will destroy the other's Confidential Information.

    11. Reseller Orders

    If Customer orders the Services from an authorized reseller, fees will be set between Customer and Reseller, and Reseller will provide First-Level Support. Cast AI may share Customer information with Reseller as reasonably necessary to support the Services.

    12. General

    1. Governing Law; Arbitration. This Agreement is governed by the laws of the State of Delaware, U.S.A. Disputes shall be settled by binding arbitration in Miami, Florida, under the rules of the American Arbitration Association. Claims must be brought individually, not as a class action.
    2. Export; Anti-Corruption. Each party shall comply with applicable export laws and regulations. Customer represents it has not received any illegal bribe, kickback, or payment from Cast AI employees.
    3. Severability. If any provision is held invalid, the remaining provisions remain enforceable.
    4. Waiver. Failure to enforce any provision on one occasion is not a waiver for other occasions.
    5. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
    6. No Assignment. Neither party will assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or change of control.
    7. Force Majeure. Delays due to events beyond a party's control (war, natural disasters, pandemics, etc.) are not considered a breach.
    8. Independent Contractors. Cast AI's relationship to Customer is that of an independent contractor.
    9. Notices. Notices may be delivered by email or registered mail to:

      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