1.1 Moneycast’s Obligations

Moneycast will make the Service available to the Customer in accordance with this Agreement, provided the Customer and its Users use the Service in accordance with this Agreement.Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Service.

Customer agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Moneycast with respect to future functionality or features.

Moneycast will comply with all Laws applicable to its provision of the Service. Moneycast shall use commercially reasonable efforts to make the Service available to Customer 24 hours a day, 7 days a week, every day of each year (except for any unavailability caused by a Force Majeure event).

1.2 Service Level Agreement

Moneycast’s standard support for the Purchased Services to Customer shall apply at no additional charge, unless the Customer has purchased an upgraded level in an Order Form, in which case that upgraded level shall apply.

1.3 Employees and Subcontractors

Moneycast is responsible for the performance of all its employees, consultants and subcontractors and their compliance with this Agreement.

1.4 Applicable Laws, Licences and Authorisations

Moneycast shall ensure that (a) it complies with applicable laws in its provision of the Services and (b) that it holds all relevant licences and authorisations under applicable laws.

1.5 Customer’s Obligations

a) Customer is responsible for all activities conducted under its and its Users’ logins to the Service. Customer shall use the Service in compliance with this Agreement, the applicable Order Forms, Documentation, and all applicable Laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or make it available to anyone other than its Users; (ii) send or store infringing or unlawful material in connection with the Service; (iii) send or store Malicious Code to the Service; (iv) attempt to gain unauthorised access to, or disrupt the integrity or performance of, the Service or the data contained therein; (v) modify, copy or create derivative works based on the Service, or any portion thereof; (vi) access the Service for the purpose of building a competitive product or service or copying its features or user interface; (vii) delete, alter, add to or fail to reproduce in and on the Service the name of Moneycast and any copyright or other notices appearing in or on the Service or which may be required by Moneycast at any time.

b) Any use of the Service in breach of this Agreement, Documentation or Order Forms by Customer or Users that in Moneycast’s judgement threatens the security, integrity or availability of the Service may result in Moneycast’s immediate suspension of Customers access to the Service; however, Moneycast will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

2.1 Usage Limitations

The Services may be subject to specific usage limitations as specified in an Order Form or the Documentation.

2.2 Authorised Users

Customer may designate and provide access to its (or its corporate affiliates’) employees, independent contractors, or other agents to an account on the Services as authorised users (each an “Authorised User”) up to the number of “seats” set forth in the Order Form (unlimited if not specified in the Order Form). Each account may be used only by a single, individual Authorised User. Customer is responsible for all use and misuse of the Services by Authorised User accounts and for adherence to this Agreement by any Authorised Users, and references to Customer herein will be deemed to apply to Authorised Users as necessary and applicable. Customer agrees to promptly notify Moneycast of any unauthorised access or use of which Customer becomes aware.

2.3 Security

Customer shall implement adequate safeguards to prevent unauthorised access or use of the Services or the Account.

2.4 Removal of Content and Non-Moneycast Applications

If Customer receives notice, including from Moneycast, that Content or a Non-Moneycast Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in Moneycast’s judgement continued violation is likely to reoccur, Moneycast may disable the applicable Content, Service and/or Non-Moneycast Application. If requested by Moneycast, Customer shall confirm deletion and discontinuance of use of such Content and/or Non-Moneycast Application in writing and Moneycast shall be authorised to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Moneycast is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, Moneycast may discontinue Customer’s access to Content through the Services.

2.5 Early Access Program

From time to time, Moneycast may, in its sole and exclusive discretion, allow you to access and use certain Early Access Releases, with your consent. In consideration for receiving access to an Early Access Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to Moneycast regarding such Early Access Release shall be deemed Feedback; (ii) information regarding an Early Access Release shared with you or generated from that Early Access Release, including without limitation, images or recordings of them constitutes Moneycast’s Confidential Information under Section 11 below; (iii) Early Access Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Moneycast may, in its sole and exclusive discretion, terminate or discontinue any Early Access Release and/or your specific access to such Early Access Release with or without advance notice; and (v) your participation in using any Early Access Release is solely at your own risk and that no other party, including without limitation, Moneycast, shall have any liability to you in connection with or otherwise related to your use of Early Access Releases. Early Access Releases are made available on an "as is" basis, without warranty, representation or indemnification of any kind, express or implied. Certain Early Access Releases may include Supplemental Terms which apply in addition to these Terms. In the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms shall govern for that specific Early Access Release.

3.1 Services Fees

The Customer shall pay all applicable fees and charges for the Services as set out in an Order Form. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to Moneycast hereunder are non-cancelable and non-refundable.

3.2 Payment

Unless otherwise agreed in an Order Form, the service fees (a) shall be paid monthly in arrears in accordance with the instructions set out on the invoice or on an annual basis in advance, (b) will if on a monthly plan, be invoiced on or about the first week of the of the following month if on and (c) are due for payment 30 days after the invoice date.

3.3 Overdue Charges

If any invoiced amount is not received by Moneycast by the due date, then without limiting Moneycast’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Moneycast may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Payment” section above.

3.4 Disputes

Any amounts disputed by the Customer shall be communicated in a Notice to Moneycast, which shall include information about the basis for the dispute. The Parties shall connect within 30 days to discuss the disputed amounts in order to reach an understanding. If the dispute is not resolved within 30 days, then Moneycast shall be entitled to (a) close, suspend, or limit access to the Customer’s Account and/or the Services and/or (b) terminate the Agreement in accordance with Clause 4.2.

Moneycast will not exercise its rights under the “Overdue Charges” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.1 Term

The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms have expired or have otherwise been terminated. Subscription to the Service commence on the subscription start date and are for the Term as set forth in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to the Service will automatically renew for additional terms equal to the expiring Term, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

4.2 Termination for Cause

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.3 Effect of Termination and Survival

Upon termination or cancellation of an Order Form or this Agreement for any reason, all rights and subscriptions granted to Customer (including all Order Forms) will immediately terminate and Customer will cease using the Service (except as otherwise permitted as part of Retrieval of Customer Data) and Moneycast Confidential Information. Termination for any reason other than termination for cause by Customer pursuant to Section 4.2 shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms. The sections titled “Definitions,” “Confidentiality,” “Fees and Payment,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” “Term and Termination,” and “Miscellaneous” shall survive any termination or expiration of this Agreement.

Moneycast is entitled to suspend Customer access to the Platform and/or otherwise restrict functionality if Customer is in breach of these Terms. In all such cases Moneycast will, to the extent permitted under Applicable Law, provide Customer with reasonable notice in advance of taking these steps. However, Moneycast may suspend Customer access to the Platform and/or otherwise restrict functionality without notice if Customer is using the Service in a manner that could cause Moneycast legal liability or disrupt other users’ ability to access and use the Service. Any suspension or restriction shall continue for such a period as Moneycast shall reasonably determine to be necessary.

Moneycast does not carry out any regulated activities.

Customer and Moneycast may enter into Statements of Work that describe the specific Professional Services to be performed by Moneycast. Each applicable Statement of Work shall specify the Professional Services to be provided and may include, as relevant, any fees, milestones or other applicable terms and conditions.

8.1 Connecting to Third-Party Services

Customer may wish to connect third-party services to the Services. When Customer uses a third-party service to connect with Moneycast, logs into the Services through a third-party authentication service, or otherwise provides Moneycast with access to information from a third-party service, Moneycast may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on Moneycast’s legitimate interest in providing Customer with functionality that supports the Services. Any access that Moneycast may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorisation, of that service. By authorising Moneycast to connect with a third-party service, Customer authorises Moneycast to access and store any information provided to Moneycast by that third-party service, and to use and disclose that information in accordance with this Agreement.

8.2 Third-Party Service Providers

Customer agrees that Moneycast may provide Service Data and Personal Data to authorised third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this Agreement; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below.

8.3. Service Data Safeguards

(i) Moneycast will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this Agreement and to provide, secure, and support the Services. (ii) Moneycast will maintain commercially reasonable (particularly for a company of Moneycast’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

9.1 Technical and organisational safeguards

Moneycast implements technical and organisational measures as described in the Privacy and Security Documentation to ensure an appropriate level of security with respect to the Services and Customer Data.

9.2 Privacy and Security Documentation

Moneycast may modify the Privacy and Security Documentation from time to time but undertakes not to reduce the overall level of protection.

9.3 Customer Data

Customer is the data controller for any processing of personal data in Customer Data and Moneycast will process such data as a data processor.

9.4 Moneycast Data

Moneycast is the data controller for any processing of personal data in Moneycast Data.

9.5 Operating the Services

Moneycast may receive, collect, store and/or process Service Data based on Moneycast’s legitimate interest in operating the Services. For example, Moneycast may collect Personal Data (such as name or phone number) through the account activation process. Moneycast may also use Service Data in an anonymised manner, such as conversion to numerical value, for the training of the machine learning models to support certain features and functionality within the Services.

9.6 Protection of Customer Data

Moneycast will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorised access to or disclosure of Customer Data (other than by Customer or Users).

9.7 Data Processing Addendum

The Data Processing Addendum shall govern any processing of Customer Data by Moneycast.

9.8 Privacy Policy

The processing of Moneycast Data and Account Data by Moneycast is subject to Moneycast’s privacy policy.

9.9 Aggregated Data

Customer acknowledges and agrees that Moneycast has the right to use any generalised or aggregated data or statistics that is generated by the Service or derived from Customer’s use of the Service; provided that the data does not include any Personal Data (as defined in the Data Processing Addendum) and does not permit a third-party to identify the data or statistics as associated with Customer.

9.10 Communications

Moneycast may communicate with Customer or Authorised Users (i) to send product information and promotional offers or (i) about the Services generally. If Customer or an Authorised User does not want to receive such communications, Customer may email customer-support@moneycast.ai. Customer and necessary Authorised Users will always receive transactional messages that are required for Moneycast to provide the Services (such as billing notices).

9.11 Improving the Services

Moneycast may collect, and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Moneycast’s legitimate interest in improving the Services. When Moneycast uses Usage Data, any Personal Data that was included in Service Data shall be anonymised and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws.

10.1 Data Region

Customer Data shall be stored in the Data Region - AWS Europe London, except with the Customer’s consent.

10.2 Account Data

Moneycast shall always be entitled to process and store Account Data in the United Kingdom irrespective of the selected Data Region.

Each party agrees to protect the Confidential Information (as defined below) of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than a reasonable standard of care. A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, without the disclosing party’s prior written permission. In addition, each party may reveal the other party’s Confidential Information to its agents, representatives and employees who have a “need to know” such information in connection with these Terms, who are informed of the confidential nature of such Confidential Information, and who shall agree in writing to act in accordance with the terms and conditions of this section.
Confidential Information shall not include any information that (a) is or becomes generally known to the public, other than as a result of the act or omission of the receiving party; (b) was rightfully known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (c) is lawfully received from a third party without breach of any obligation owed to the other party; or (d) was independently developed by a party without breach of any obligation owed to the other party. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Confidential Information is and shall remain the property of the disclosing party. Each party agrees that the obligations under this section will survive any expiration or termination of these Terms.
For the purpose of these Terms and this paragraph, Confidential Information means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the transactions processed hereunder, business, customers, products, affairs and finances of either party hereto and trade secrets including, without limitation, technical data and know-how relating to the business of either party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts.

Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and Moneycast in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides Moneycast a royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual licence to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Moneycast receives from Customer, Customer’s agents or representatives, Authorised Users, or other third parties acting on Customer’s behalf; and Moneycast also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.

13.1. Indemnification by Moneycast

Moneycast will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this Agreement infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). Moneycast will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Moneycast for such defence, provided that (a) Customer promptly notifies Moneycast of the threat or notice of such IP Claim; (b) Moneycast will have the sole and exclusive control and authority to select defence attorneys, and defend and/or settle any such IP Claim (however, Moneycast will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with Moneycast in connection therewith. If use of a Service by Customer has become, or, in Moneycast’s opinion, is likely to become, the subject of any such IP Claim, Moneycast may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Moneycast, terminate Customer’s subscription to the Service(s) and repay, on a pro-rata basis, any Fees previously paid to Moneycast for the corresponding unused portion of the Term for such Service(s). Moneycast will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) Moneycast’s compliance with designs, data, instructions, or specifications provided by Customer; (y) modification of the Service(s) by anyone other than Moneycast or use of the Service(s) in violation of (i) this Agreement, (ii) written instructions provided by Moneycast, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Moneycast to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents, or Authorised Users.

13.2. Indemnification by Customer

Customer will indemnify and hold Moneycast harmless against any third party claim (a) arising from or related to use of a Service by Customer, Customer’s agents, or Authorised Users in breach of this Agreement; or (b) alleging that Customer’s Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Moneycast promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defence attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by Moneycast without prior written consent); and (iii) Moneycast fully cooperates in connection therewith.

To the maximum extent permitted by law, in no event shall Moneycast (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Platform, even if Moneycast has been advised of the possibility of such damages. Access to, and use of, the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling (GBP 50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.

The Platform is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Moneycast (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Platform will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.

If you have a complaint about Moneycast, the Platform and/or the Service, please email us at customer-support@moneycast.ai so that we can investigate the circumstances for you. We will aim to deal quickly and fairly with any complaints you have about Moneycast, the Platform and/or the Service in accordance with our obligations under applicable law.

17.1 Entire Agreement

This and the applicable Order Form(s) constitute the entire agreement, and supersedes all prior agreements, between Moneycast and Customer regarding the subject matter hereof.

17.2 Assignment

Either Party may, without the consent of the other Party, assign this Agreement to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

17.3 Severability

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

17.4 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

17.5 Notices

The Parties may provide Notice by registered mail or via email. The Parties may provide Notice to the other Party’s registered corporate address or to the addresses designated in an Order Form. If providing Notice via email, Customer can provide Notice to sales@moneycast.ai and Moneycast may provide Notice to any email address associated with the Customer’s administrative user in the Account.
All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier. 


17.6 Anti-Corruption

Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Moneycast’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 give notice to Moneycast.

17.7 Publicity and Marketing

Moneycast may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Moneycast on Moneycast’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Moneycast. Moneycast may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Moneycast never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information or Authorised Users or others personally.

17.8 Amendments

Moneycast may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Moneycast will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Service following the effective date of any such amendment may be relied upon by Moneycast as consent to any such amendment. Moneycast’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

17.9 Languages

This Agreement is in English and all communications with you will be in English.

This Agreement shall be governed by and constructed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.