USER AGREEMENT
Version 1.2
1 March 2024
This User Agreement (“Agreement”) is made and entered into between User (“User”) and Manufacturer (“Castellum.AI”), and is effective as of the date of acceptance by the User.
User is an individual or entity that desires to use Castellum.AI’s technology, which provides access to confidential materials or services currently in development by Castellum.AI. Castellum.AI wishes to obtain the benefit of User services and reports as a User of Castellum.AI’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties agree to the following terms and conditions:
Product. This is comprised of, but not limited to, data covering sanctions, export control, law enforcement, contract debarment, delisted individuals and entities, search algorithms; workflows; audit trails; PDF reports; and search filters. Additional Product may be added on a regular basis. All of these data items and features, and all components, accessories, and documentation related to each such Product and/or technology provided by Castellum.AI including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Product.” The parties hereto agree that User shall be a User for the Product, as may be amended from time to time by Castellum.AI.
License. Castellum.AI hereby grants User non-exclusive, non-transferable consent and license to use Product solely as an end-user. The Product may not be reproduced, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by User to any third party for any reason, unless otherwise agreed to in writing by Castellum.AI.
Castellum.AI’s Obligations:
Castellum.AI has no obligation to develop or provide any updates or revisions to the Product, and Castellum.AI reserves the right to alter or adjust performance specifications for the Product as it deems necessary or desirable.
User’s Obligations.
User agrees to test and evaluate the Product, User agrees to familiarize themselves with the Product information provided by Castellum.AI and to only use or test the Product as directed. User will notify Castellum.AI of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Product known to or discovered by the User. In addition, User agrees to provide Castellum.AI with such reports via the methods designated by Castellum.AI and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to User by Castellum.AI.
Any feedback, ideas, modifications, suggestions, improvements, and the like made by User with respect to the Product (“Supportive Information”) will be the property of Castellum.AI. User agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Castellum.AI and agrees to assist Castellum.AI, at Castellum.AI’s expense, in perfecting and enforcing such rights. Castellum.AI may disclose or use Supportive Information for any purposes whatsoever without any obligation to User.
User agrees to pay all incidental costs (such as, costs for Internet and phone services, accessories, cabling, taxes, etc.) associated with the testing of the Product and incurred during User’s possession of the Product, unless otherwise agreed to in writing by Castellum.AI.
Proprietary Rights; No Right to Copy, Modify, or Disassemble.
The Product provided by Castellum.AI and all copies thereof, are proprietary to and the property of Castellum.AI. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents, and other intellectual property rights in or associated with the Product are and will remain in Castellum.AI and User shall have no such intellectual property rights in the Product.
User may not copy or reproduce the Product without Castellum.AI’s prior written consent. User may not copy or reproduce any software or documentation provided by Castellum.AI. User shall not remove or deface any portion of any legend provided on any part of the Product.
User agrees to secure and protect the Product and all copies thereof in a manner consistent with the maintenance of Castellum.AI’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
User shall not reverse engineer, alter, modify, disassemble or decompile the Product, or any part thereof, without Castellum.AI’s prior written consent.
User shall not run any automated queries and shall not use bots to log into their account, unless agreed to in a separate agreement between both parties.
Confidential Information: User agrees to keep the details of our Product, access details to our Product, as well as any modifications, in terms of Pricing, Support or Product, confidential, unless they are publicly posted on our Website. User must inform us of any unauthorized use of our Product. User acknowledges that the Product and related Software, including without limitation the Software in Object Code form, are proprietary to Castellum.AI (whether so marked or not) have not been generally published or distributed, and contain trade secrets of Castellum.AI. User will not disclose or allow to be disclosed to third parties or use for its own independent benefit outside of this Agreement such Product or any related Software, and agrees to take all reasonable steps to prevent such disclosure. User shall keep confidential any confidential information to which it is given access, and shall cooperate with Castellum.AI's efforts to maintain the confidentiality thereof. User shall not publish to third parties or distribute information or documentation that Castellum.AI provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.
Data Uploads: User will not provide Castellum.AI with any information that: 1) User does not have a legal right to upload to our platform; 2) where User does not have consent of the information originator or owner. In such an event, User accepts full liability for arising Data security and privacy issues, and all related costs. This will also result in the immediate termination of User’s access to our Product.
Publicity: Each User is permitted to state publicly that such User is a User of the Product. Castellum.AI may request testimonials from Participants that it would publish on its Website, as well as use the User’s logo. Each User also agrees that Castellum.AI may verbally or in private or public communications reference User’s employer as a User of the Product.
Disclaimer of Warranty. By its nature, the Product may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Product may not yet be completed. Because the Product is subject to change, Castellum.AI reserves the right to alter the Product at any time, and any reliance on the Product is at User’s own risk. USER ACCEPTS THE Product “AS IS.” Castellum.AI MAKES NO WARRANTY OF ANY KIND REGARDING THE Product. Castellum.AI HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
Term and Termination.
The term of this Agreement shall begin on the date that the User agrees to these terms, and shall continue until terminated as set forth below.
This Agreement may be terminated at any time for any reason by Castellum.AI. User acknowledges that Castellum.AI is under no obligation to update or maintain the Product.
Limitation of Liability. IN NO EVENT SHALL Castellum.AI BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE Product OR THE TRANSACTIONS CONTEMPLATED HEREIN.
Exporting Restrictions; United States Government Legends. Products, including Software, provided to User may be subject to United States Export Restrictions. User agrees not to export or re-export any Product or accompanying documentation in violation of any applicable laws and regulations of the United States or the country in which User obtained them. The software, firmware or other parts of the Product covered by this Agreement may contain strong data encryption code, which cannot be exported outside the United States or Canada. User agrees not to export or re-export, either physically or electronically, an encrypted Product or accompanying documentation without obtaining written authorization from the U.S. Department of Commerce.
Assignment; Severability, Access. User agrees not to assign any rights under this Agreement; or to provide Access to Products to any parties unauthorized by Castellum.AI. Any attempted assignment shall be null and void and shall result in the immediate termination of User’s Access. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
Governing Law: Any claim arising hereunder shall be construed in accordance with the substantive and procedural laws of the State of New York, without regard to principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. User agrees that any dispute arising out of or related to these Terms of Service will be subject to the exclusive jurisdiction and venue of the New York state courts of New York County, New York (or, if there is exclusive federal jurisdiction, a United States Southern District Court of New York). The parties consent to personal and exclusive jurisdiction of these laws. User consents to service of process via email at the email address(es) provided by User, and waives any requirement under the Hague Convention or other judicial treaty requiring that legal process be translated into any language other than English.
Binding Arbitration: These Terms of Service provide that all disputes between User and Castellum.AI will be resolved by binding arbitration. User agrees to give up User’s right to go to court to assert or defend User’s rights under this Agreement. User understands and agrees that, by entering into this Agreement, User and Castellum.AI are each waiving the right to a trial by jury or to participate in a class action. Any arbitration between User and Castellum.AI will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA.
Contact Us: If you have any questions, comments or concerns regarding this Agreement, please contact us by email privacy@castellum.ai or by postal mail at: Privacy, Castellum.AI, 99 Wall Street #1377, New York, NY 10005.
Entire Agreement. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.