AI Terms & Conditions

1. BACKGROUND. Cascade has developed a technology solution that leverages artificial intelligence and machine learning as further defined below (“Cascade AI”) to support Cascade’s customers’ employees with certain non-clinical, human resources, and benefits-related tasks (“Authorized Purpose”). Cascade AI may produce text, video, photographic, or other type of outputs (collectively, “Outputs”) in response to any data or information made available to Cascade AI by or on behalf of Customer, including text, documents, images, or any other type of inputs (collectively, “Inputs”). Customer desires to license Cascade AI and make Cascade AI available to its employees in accordance with the terms of this Agreement through one or more platforms owned or licensed by Customer (the “Customer Systems”), such as a Customer-hosted website, application, intranet, messaging service, or other internal-facing platform as set forth on the Order Form.  
2. DEFINITIONS 
   1. “Cascade AI” means the Cascade technology SaaS solution leveraging artificial intelligence and machine learning (including software and any data or content forming a part thereof but excluding Customer Property) and any Updates thereto. 
   2. “Cascade Property” means (i) any technology, software, algorithms, models, data, databases, user interfaces, technical information, content, ideas, methods, processes, interfaces, utilities, data templates, dashboards, documents, techniques, designs, inventions, trade secrets, works of authorship, know-how, intellectual property, information or materials of any kind (regardless of form) which has been or is acquired, created, developed or licensed by Cascade prior to or outside the scope of this Agreement including any modification or derivative works to any of the foregoing regardless of when created, and expressly includes the Licensed Components, (ii) Derived Data, and (iii) Usage Data; and all intellectual property rights to any of the foregoing. 
   3. “Customer Property” means all data, information, documents and media and all intellectual property rights to any of the foregoing, provided or made available by or on behalf of Customer and/or its representatives, directly or indirectly, to Cascade or otherwise input into the Cascade AI by or on behalf of Customer or their respective representatives including any modifications or derivative works thereof, and expressly includes all Inputs and Outputs, but excluding any underlying Cascade Property. 
   4. “Derived Data” means any data derived from Inputs or Outputs used solely for the purpose of modifying and improving the Licensed Components generally, including creating, training and/or improving  Cascade’s algorithms, models, and insights provided that Cascade shall pseudonymize or anonymize Customer Inputs and Outputs before using them to create such derived data and shall not use any Inputs or Outputs in any manner that would identify Customer as the source of such data. 
   5. “Licensed Components” means collectively Cascade AI and the Technical Documentation. 
   6. “Order Form” means an order form for Customer’s use of Cascade AI that is executed in writing by the parties and incorporates the terms of this Agreement. 
   7. “Technical Documentation” means any published technical documentation or materials related to the use or implementation of Cascade AI that are provided or made available by Cascade to Customer under this Agreement. Technical Documentation may be accessed through https://gocascade.ai/technical-documentation. 
   8. “Updates” means any updates, releases, bug fixes, error corrections or new versions to the Licensed Components made generally available by Cascade to its customers from time to time in its sole discretion as part of such Licensed Components.  Updates do not include new solutions, functionality or modules sold separately as new solutions.  
   9. “Usage Data” means aggregated or de-identified data generated from Customer’s use of the Cascade AI used to create analytics, data, and information about the user experience such as activity tracking, security logs, device interactions and qualitative metric. 
3. LICENSE GRANTS AND RESTRICTIONS 
   1. Accessing Cascade AI. Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement and any usage limitations that Cascade may set in its reasonable discretion, Cascade hereby grants Customer the non-exclusive, non-transferable right to allow its employees and its contractors who are authorized by Customer and have a need to use the Cascade AI on Customer’s behalf (“Authorized Users”) to access and use Cascade AI through the Customer Systems during the Term (defined below) solely for the Authorized Purpose.  Customer is responsible for the compliance of its Authorized Users with the terms of this Agreement. 
   2. Technical Documentation License. Subject to the terms of this Agreement, Cascade hereby grants to Customer a limited, non-exclusive, royalty-free, non-sublicensable, nontransferable license to access and use Technical Documentation solely for internal use in connection with accessing Cascade AI in accordance with this Agreement.  
   3. License Restrictions. Except as expressly set forth in this Agreement, the licenses granted to Customer in this Agreement do not include any right to, and Customer will not:  
      1. modify the Technical Documentation;  
      2. modify or extend any of the interfaces including Cascade AI;  
      3. implement Cascade AI in any software other than the Customer Systems;  
      4. modify, translate, or create a derivative work of any portion of the Licensed Components; 
      5. sell, lease, loan, provide, distribute, or otherwise transfer any portion of the Licensed Components;  
      6. reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the Cascade AI;  
      7. display or disclose any portion of the Licensed Components to any person except to Customer’s Authorized Users who are using the Licensed Components on Customer’s behalf as permitted under this Agreement;  
      8. remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the Licensed Components;  
      9. use the Licensed Components to create or develop any application or other application programming interface, other artificial intelligence or machine learning solution, or software that can be used with any service or product other than the Cascade AI;  
      10. interfere with the normal operation of Cascade AI; or disable or circumvent any security features of the Cascade AI;  
      11. use Licensed Components to develop similar or competing products or services; 
      12. use Licensed Components in violation with applicable laws and regulations; or 
      13. cause or permit any third party to do any of the foregoing.  
   4. License to Inputs. Customer hereby grants Cascade a limited, nonexclusive, royalty-free, non-sublicensable, nontransferable (except for Section 14.5) license to reproduce, display, perform, create derivative works of, and distribute Inputs and Outputs for the purpose of (a) providing Cascade AI and generating and providing Outputs to Customer’s Authorized Users in accordance with this Agreement, and (b) to service, support, maintain, modify, and improve Cascade AI.  
   5. Customer Systems. Customer is solely responsible for ensuring compliance with all applicable third-party terms related to any integration of Cascade AI with any third party services, including Customer Systems, or other use of Cascade’s services in connection with any third-party services. 
   6. Responsibility for Authorized Users. Cascade AI includes fields and functionality that enable Customer and its users to enter free text, and Cascade does not have control over the text, information, data, or other content provided by users to or through certain portions of Cascade AI. Customer acknowledges that its users may provide Cascade AI with sensitive personal or business information of either the user or Customer, but such inputs are not strictly necessary for use of Cascade AI and that Customer, and not Cascade, is responsible for ensuring that its Authorized Users’ use of Cascade AI is in accordance with this Agreement and Customer’s policies therefor. In no event shall Cascade be responsible with respect to any Inputs provided or otherwise made available by Customer or its Authorized Users that are not strictly necessary for use of Cascade AI. 
   7. Attribution. Customer Systems utilizing Cascade AI will include an attribution in line with the Cascade brand, as may be reasonably requested by Cascade (e.g., “Powered by Cascade”). 
   8. Feedback. If Customer provides any suggestion, enhancement, recommendation, or other feedback to Cascade concerning the functionality and performance of the Licensed Components or Cascade Property (including identifying potential errors and improvements) (collectively, “Feedback”), Customer hereby grants to Cascade a nonexclusive, worldwide, perpetual, irrevocable, unlimited license to use such Feedback for any purpose. 
   9. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Cascade. No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel, or otherwise to Customer. 
4. PAYMENT 
   1. Fees. Customer shall pay Cascade the license, support, implementation, and consumption fees (if applicable) set forth on the applicable Order Form (the “Fees”).
   2. Payment Terms. All Fees are due no later than 30 days after the date of the applicable invoice. If Customer fails to pay an invoiced amount within 60 days after the date of the invoice, then Cascade may terminate or suspend Customer’s access to Cascade AI and assess a late charge equal to the lesser of 1.5% of the outstanding amount per month or the maximum rate permitted by law. Customer will reimburse Cascade for all reasonable costs (including reasonable attorneys’ fees) incurred by Cascade in connection with collecting any overdue amounts. Except as otherwise specified in this Agreement payment obligations are non-cancelable and fees paid are non-refundable, and the subscriptions purchased cannot be decreased or exchanged for alternative subscriptions. Payments to Cascade must be in USD. 
   3. Fee Adjustments. Cascade reserves the right to increase the License Fees for any Order Renewal Term (defined in Section 8.1). If Customer does not agree to such increased License Fees, then Customer may terminate the Order Form pursuant to Section 8.1. 
   4. Taxes. The fees and all other amounts payable to Cascade under this Agreement are net amounts to be received by Cascade, exclusive of all taxes (other than taxes based solely on Cascade’s income), duties, and assessments and are not subject to offset or reduction because of any costs, expenses, taxes, duties, withholdings, assessments, or liabilities incurred by Customer or imposed on Cascade in the performance of this Agreement or otherwise due as a result of this Agreement. Customer will be responsible for, and must pay directly, any and all such taxes, duties, assessments, and charges, including any sales and use taxes and will indemnify and hold Cascade harmless from the same. 
5. DELIVERY AND SUPPORT 
   1. Delivery of Licensed Components. Upon the execution of an Order Form, Cascade will make available via the internet the Licensed Components to Customer. Cascade may, in its sole discretion, provide Updates to the Licensed Components. Each Updated Licensed Component will be deemed part of the Licensed Components and subject to the terms of this Agreement. 
   2. Support. Upon Customer’s emailed request to support@gocascade.ai, Cascade will use reasonable efforts to provide Customer with assistance related to the Licensed Components (“Support Services”) in accordance with the terms set forth in the Exhibit A.  Customer may also purchase additional Support Services in accordance with the Support and Implementation Addendum attached hereto as Exhibit A and the applicable Order Form. Cascade will have no other support or service obligations under this Agreement. Customer shall pay Cascade the applicable fees set forth on the Order Form for provision of Support Services, or if no fees are set forth on the applicable Order Form, Cascade’s then-current rate for Support Services. 
6. CONFIDENTIALITY 
   1. Confidential Information. “Confidential Information” means any trade secrets or other information of a party or its affiliates, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s or its affiliates’ technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, licensees, prospects, or other affairs), that is disclosed to a party during the Term and that such party knows or has reason to know  given the nature of the information and the circumstances surrounding the disclosure is confidential, proprietary, or trade secret information of the disclosing party. The Licensed Components, and all other Cascade Property, are the Confidential Information of Cascade. Confidential Information does not include any information that the receiving party can show: was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; is acquired by the receiving party from another source without restriction as to use or disclosure; or is or becomes part of the public domain through no fault or action of the receiving party. 
   2. Restricted Use and Nondisclosure. During and after the Term, each party will: use the other party’s Confidential Information solely for the purpose for which it is provided; except with the written consent of the disclosing party, not disclose the disclosing party’s Confidential Information to a third party other than its Authorized Users, contractors, or advisors in accordance with this Agreement, and in each case the Authorized Users or other the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 6; and protect the other party’s Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it uses to protect its own Confidential Information of a similar nature. Cascade is permitted to disclose Customer’s Confidential Information to its affiliates and their representatives. 
   3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the party required to disclose must give prompt written notice of such requirement before such disclosure and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure. 
   4. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or securely destroy all Confidential Information that they may have in their possession or control. Cascade shall delete all Customer Property stored within the Cascade AI within 30 days of the termination or expiration of this Agreement.  
   5. Existing Obligations. The obligations in this Section 6 are in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other agreement between the parties containing nondisclosure obligations. 
   6. Marketing and Public Relations. Customer agrees to serve as a reference account for Cascade AI, including participation in case studies and success stories (subject to Customer’s approval of final content), verbal references for prospective customers, and being listed as a customer in marketing materials. Cascade may use Customer’s name, logo, and general description of use case in marketing materials, website, customer lists, investor presentations, and sales collateral. 
7. PRIVACY AND DATA SECURITY  
   1. Cascade Privacy and Data Security Obligations. For Customers subject to specific data privacy regulations, such as the General Data Protection Regulation or the California Consumer Privacy Act, Cascade agrees to execute and comply with an applicable data processing addendum entered into in writing by the parties.  
   2. HIPAA. The parties acknowledge and agree that Cascade will not create, receive, maintain, or transmit protected health information for or on behalf of Customer as a business associate (as such terms are defined by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder) pursuant to the services. Customer represents and warrants that it will not disclose any protected health information to Cascade without the prior written consent of Cascade. In the event that Customer inadvertently discloses protected health information to Cascade, the parties will work together in good faith to effectuate the return or destruction of such protected health information; provided, however, that Cascade shall not be liable for any harm or loss arising from or related to Customer’s disclosure of such protected health information. 
8. TERM AND TERMINATION 
   1. Term. This Agreement commences on the Effective Date and continues in effect for so long as any Order Form is in effect (the “Term”). Order Forms commence as of the date specified in the applicable Order Form as the commencement date (the “Order Effective Date“), and remain in effect for the Order Initial Term set forth in such Order Form (the “Order Initial Term”). After the expiration of the Order Initial Term, Order Forms automatically renew for successive periods equal to the duration of the Order Initial Term (each an “Order Renewal Term” and, together with the Order Initial Term, the “Order Term”), unless terminated in accordance with Section 8.2 below; provided, however, that either party may terminate an Order Form effective as of the end of the Order Initial Term or an Order Renewal Term upon written notice to the other party at least sixty (30) days prior to the end of the then-current term. 
   2. Termination. Either party may terminate this Agreement immediately upon written notice, if the other party is in material breach of this Agreement and fails to cure such breach within 30 days after receiving notice of the breach from the non-breaching party. Upon termination, Customer’s licenses under this Agreement will end and Customer will cease all use of the Licensed Components and will return or destroy all copies of the Licensed Components in its possession, and Customer will certify such return or destruction upon Cascade’s request.  
   3. Survival. Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 4, 6, 8.3, 9, 10, 11, 12, 13 and 14 will survive any termination of this Agreement. 
9. PROPRIETARY RIGHTS. As between the parties: (a) Cascade owns and, subject to the licenses granted to Customer in Sections 3.1 and 3.2, retains all rights, title and interest in and to the Cascade Property and all intellectual property rights therein; and (b) Customer owns and retains all rights, title and interest in and to the Customer Property and all intellectual property rights therein subject to the rights granted to Cascade in Section 3.4. All rights that a party does not expressly grant to the other in this Agreement are hereby reserved and neither party grants to the other any implied rights or licenses under any theory.   
10. REPRESENTATIONS AND DISCLAIMERS OF WARRANTY 
    1. Mutual Representations. Each party represents and warrants that the person signing this Agreement on its behalf has all necessary power and authority to do so, and that upon such signature this Agreement is a binding obligation upon it, the execution and delivery of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary action on its part, and this Agreement constitutes a valid and binding obligation on the party that is enforceable in accordance with its terms. Each party represents and warrants that the entering into and performance of this Agreement by each party does not and will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, or undertaking. 
    2. Cascade Representations and Warranties. Cascade represents and warrants that Cascade AI will perform substantially in accordance with the published Technical Documentation (including any specifications contained therein) made available to the Customer when used in accordance with this Agreement for the Term. Non-substantial variations of performance from the Technical Documentation do not establish a warranty right. This limited warranty is void if failure of Cascade AI has resulted from installation, deployment, use, maintenance or support not in accordance with this Agreement or the Technical Documentation, modification by Customer, an Authorized User, or a third party not authorized by Cascade, force majeure, or any breach of this Agreement by Customer or an Authorized User. In the event of such a warranty claim, Customer’s sole and exclusive remedy and Cascade’s entire obligation and liability shall be, at Cascade’s sole option, to either (i) provide a correction  or update to the Cascade AI, (ii) replace Cascade AI, or (iii) terminate the license to the Licensed Components and this Agreement and refund Customer a pro-rated amount of the applicable fees pre-paid by Customer covering the whole months that would have remained, absent such early termination, in the Term following the effective date of such early termination. All warranty claims must be made to Cascade in writing within 30 days of the performance giving rise to the non-conformity. 
    3. Customer Representation and Warranties. Customer represents and warrants that (a) it is aware of the risks in using artificial intelligence and machine learning products, including Cascade AI, (b) it has and will inform all of its Authorized Users who use or access Cascade AI or any Outputs of the risks in using and relying on Cascade AI, and (c) it has the legal right, has made all necessary disclosures, and obtained all necessary permissions, consents, and approvals to provide the Customer Property to Cascade   to enable Cascade to perform its obligations and provide the Cascade AI as set forth in this Agreement.  
    4. Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE LICENSED COMPONENTS AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE OR LICENSED BY CASCADE UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CASCADE DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO LICENSED COMPONENTS AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT. 
    5. Additional AI Disclaimers. GIVEN THE EXPERIMENTAL NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, USE OF THE CASCADE AI MAY RESULT IN INCORRECT, INACCURATE, OR OFFENSIVE CONTENT OR OUTPUTS, OR OUTPUTS THAT DO NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CASCADE AI MAY PRODUCE OUTPUTS THAT ARE RISKY OR POTENTIALLY NEGATIVE TO A USER’S HEALTH AND/OR HAPPINESS. CUSTOMER AND ITS AUTHORIZED USERS’ USE OF CASCADE AI IS AT THEIR SOLE RISK.  CASCADE IS NOT LIABLE FOR ANY OUTPUTS OR INPUTS, OR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, PROFANITY, OR OTHER TYPES OF CONTENT THAT CUSTOMER OR ITS AUTHORIZED USERS MAY ENCOUNTER WHILE USING THE LICENSED COMPONENTS. CUSTOMER AND ITS  AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OUTPUTS ARE BENEFICIAL OR APPROPRIATE FOR AN AUTHORIZED USER’S INDIVIDUAL SITUATION, AND FOR ANY USES OF, OR DECISIONS MADE BASED ON, ANY OUTPUTS OR OTHER USE OF THE LICENSED COMPONENTS.  

ALL OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL. CUSTOMER SHALL NOT, AND SHALL ENSURE THAT ITS EMPLOYEES DO NOT, RELY ON CASCADE AI FOR ANY MEDICAL, HEALTH, SAFETY, LEGAL, TAX, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. 

11. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE THEORY OF LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE (A) NEITHER PARTY NOR ITS REPRESENTATIVES (NOR CASCADE’S SUPPLIERS) WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR THE LICENSED COMPONENTS, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND (B) EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS FOR FEES OWING AND/OR PAYABLE, EITHER PARTY’S INDEMNITY OBLIGATIONS OR CUSTOMER’S VIOLATION OF ITS OBLIGATIONS PURSUANT TO SECTION 3.3 HEREOF, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR THE LICENSED COMPONENTS  WILL BE LIMITED TO TOTAL OF THE FEES OWING AND/OR PAYABLE  BY THE CUSTOMER DURING THE ANNUALIZED TERM IN EFFECT AT THE TIME THE CLAIM AROSE UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF SECTIONS 6 (CONFIDENTIALITY) AND 7.1 (PRIVACY AND DATA SECURITY) SHALL BE LIMITED TO THREE (3) TIMES THE FEES OWING AND/OR PAYABLE BY THE CUSTOMER DURING THE ANNUALIZED TERM IN EFFECT AT THE TIME THE CLAIM AROSE UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE LIABILITY. 
12. INDEMNITY.  
    1. By Customer. To the fullest extent permitted by law, Customer is responsible for its employees’ use of Cascade AI, and Customer will defend and indemnify Cascade, its affiliates and their respective shareholders, directors, managers, members, officers, employees, and contractors from and against claims brought by a third party, and all liability, damage, loss, and expense, including reasonable attorneys’ fees and costs resulting therefrom to the extent such claim arises from (a) Customer’s or its employees’ use of, or misuse of, Cascade AI, (b) Customer Property and the disclosures, permissions, consents, and approvals required to provide the Customer Property to Cascade. 
    2. By Cascade. Cascade will defend and indemnify Customer, its affiliates and their respective shareholders, directors, managers, members, officers, employees, and contractors from and against claims brought by a third party, and all liability, damage, loss, and expense, including reasonable attorneys’ fees and costs resulting therefrom, to the extent such claim alleges that Cascade AI, when used as authorized under this Agreement, directly infringes any valid patent or copyright, or constitutes an unauthorized use of any trade secret of such third party; provided that, Cascade shall not be responsible hereunder to the extent the claim arises from (a) infringement or misappropriation resulting from Customer’s modification of Cascade AI or use of Cascade AI in combination with items not provided by Cascade AI; (b) infringement resulting from any version of Cascade AI, or portion thereof, other than the most recent release; or (c) any unauthorized use of Cascade AI. 
    3. Indemnity Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit (provided that a failure or delay in providing such notice shall not relieve the indemnifying party of its indemnification obligations except to the extent it is materially prejudiced thereby); (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit, including the selection of counsel (provided that (i) the indemnified party may participate with its own counsel at its own expense and (ii) the indemnifying party shall not enter into any settlement that requires any act or admission of the indemnified party without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, delayed, or conditioned); and (c) the indemnified party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, to facilitate the settlement or defense of any claim or suit. Cascade reserves the right, at Cascade’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer’s indemnification obligations with respect to that matter), and in that case, Customer agrees to reasonably cooperate with Cascade’s defense of those claims.  
13. INFRINGEMENT 
    1. Mitigation. In response to an actual or potential infringement claim, if required by settlement or injunction or as Cascade determines necessary to avoid material liability, Cascade may at its option: (a) procure rights for Customer’s continued use of Cascade AI in accordance with this Agreement; (b) replace or modify the allegedly infringing portion of Cascade AI to avoid infringement or misappropriation without reducing Cascade AI’s overall functionality as provided to Customer; or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Order Term. 
    2. Exclusive Remedy. Sections 12 and 13 set out Customer’s exclusive remedy and Cascade’s entire liability regarding infringement or misappropriation of third-party intellectual property rights. 
14. MISCELLANEOUS 
    1. Identification of Customer.  Customer consents to Cascade identifying Customer by name and logo as a customer in its promotional and marketing activities and on its website. Cascade agrees to comply with all trademark usage guidelines provided by Customer. Except for the foregoing, neither Party will use the other’s name or logo without prior written consent. 
    2. No Partnership, Joint Venture or Franchise. This Agreement will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.  
    3. Notices. All notices in connection with this Agreement will be deemed given as of the day they are received. All notices shall be sent to the parties at their respective address or email set forth on the Order Form, or as subsequently modified by written notice given in accordance with this section. For Cascade all legal notices must be addressed to legal@gocascade.ai 
    4. Governing Law; Jurisdiction. The terms of this Agreement and any related claims will be governed and construed in accordance with the laws of the State of Washington and the United States without regard to the conflict law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by Cascade at its sole discretion, the venue and jurisdiction for actions arising out of or related to this Agreement will be the State of Washington and a state or federal court of competent jurisdiction located in King County, Washington 
    5. Assignability. Except as otherwise expressly stated in this Section 14.5, neither party may assign this Agreement or its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees in writing to assume and fulfill all of the assigning party’s obligations under this Agreement and, if Customer is the assignor, the successor does not indirectly or directly compete with Cascade. Any assignment in violation of this Section 14.5 is null and void. 
    6. Construction. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to Customer under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.  
    7. Entire Agreement. This Agreement is the final and complete expression of the agreement between these parties regarding the subject matter of this Agreement. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed which shall govern disclosures made prior to the Effective Date of this Agreement. Purchase Orders may be used to confirm authority to purchase; provided, however, the terms thereof shall not modify or add to the terms of this Agreement.   It will not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Customer and Cascade by their respective duly authorized representatives. 
    8. Counterparts. This Agreement may be executed in counterparts, each of which so will be deemed an original and all of which together will constitute one and the same agreement. 

Exhibit A
Support and Implementation Addendum 

Support Services  

Cascade Standard Support is available to Customers who purchased Cascade Services and provides online case submissions with business-hour support providing call-back responses to Customer issues and cases. All Cascade Customers receive Standard Support which includes:  

• On-line support through support@gocascade.ai 
• Coverage from 8:00 AM to 6:00 PM PST Monday through Friday, excluding holidays  

In addition, Customer may purchase an enhanced support package (“Premium Support“) at the rates indicated in the applicable Order Form, which includes:  

• Updating the data model from new or additional data sources   
• Updates to single sign on (SSO) systems post the initial implementation   
• Updates to communication systems (Slack or Teams) post the initial implementation  
• Updates to ticketing systems post the initial implementation   
• Updates in HRIS or Benefit Administration systems after the initial implementation   

Customer may purchase additional Premium Support at any time during the term of the subscription at the then current hourly rate.     

Implementation Fee    

Customer shall pay Cascade a one-time Implementation Fee at the rate indicated in the applicable Order Form. The Implementation Fee includes, but is not limited to the following professional services from Cascade.

The one-time implementation fee consists of:   

• Working with Customer’s IT department to whitelist the Cascade’s domain and to get appropriate access Customer’s systems to enable the Services 
• Working with Customer’s IT department to enable Single Sign On (SSO) for Cascade’s application 
• Slack or Microsoft Teams integration
• Integration with Customer’s ticketing system (e.g., Jira, Zendesk, etc.)
• Integration with Customer’s HRIS and Benefit Administration systems 
• Training Cascade’s data model on a company’s HR data to customize Customer’s experience  
• Setting up Cascade’s administrator portal for the Customer’s HR team