AI Terms & Conditions

BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY CASCADE PRODUCTS, CUSTOMER IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY CUSTOMER. THESE AI TERMS AND CONDITIONS (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN CASCADE HEALTH INNOVATIONS INC. LOCATED AT 10700 NE 4TH ST, UNIT 3208, BELLEVUE, WA 98004 (“CASCADE”) AND THE ENTITY OR PERSON PLACING AN ORDER FOR OR ACCESSING CASCADE AI(“CUSTOMER”). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS SET FORTH BELOW AND ANY ATTACHMENTS, ADDENDA OR EXHIBITS REFERENCED IN THE AGREEMENT, AND ANY ORDER FORMS (AS DEFINED BELOW) THAT REFERENCE THIS AGREEMENT.

1. Background.

Cascade has developed a technology solution that leverages artificial intelligence and machine learning (“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. “Licensed Components” means collectively Cascade AI and the Technical Documentation.
2. “Order Form” means an order form for Customer’s use of Cascade AI that is executed by the parties and incorporates the terms of this Agreement.
3. “Technical Documentation” means any 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.

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 right to allow its employees to access and use Cascade AI through the Customer Systems during the Term (defined below) solely for the Authorized Purpose.
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 Licensed Components;
   7. display or disclose any portion of the Licensed Components to any person except to Customer’s employees and contractors who are required to use the Licensed Components 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; disable or circumvent any security features of the Licensed Components;
   11. use Licensed Components to develop a similar or competing products or services;
   12. use Licensed Components in violation with applicable laws and regulations;
   13. or 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 14.4) license to reproduce, publicly display, publicly perform, create derivative works of, and distribute Inputs for the purpose of (a) providing Cascade AI and generating and providing Outputs to Customer’s employees in accordance with this Agreement, and (b) to service, maintain, modify, and improve Cascade AI. Customer acknowledges that Cascade shall have the right, during and after the Term to use, reproduce, modify, distribute, perform, and otherwise make derivative works of Inputs in order to (i) create, train, and improve Cascade’s algorithms, models, and insights; (ii) perform predictive and other analytics; (iii) create and provide Outputs and reports; and (iv) create aggregated or de-identified analytics, data, and information generated based on Customer’s use of Cascade AI (“Usage Data”) that can be used for Cascade’s internal business purposes; provided that, (x) Cascade shall not use any Inputs in any manner that would be reasonably expected to identify Customer as the source of such data.
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 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 Customer, and not Cascade, is responsible for ensuring that Customer’s employees’ (and other personnel’s) 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 IP (defined below) (including identifying potential errors and improvements) (collectively, “Feedback”), Customer hereby grants to Cascade a nonexclusive, worldwide, perpetual, irrevocable 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

• Fees. Customer shall pay Cascade the license fees and consumption fees (if applicable) set forth on the applicable Order Form (the “Fees”).
• 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.
• Fee Adjustments. Cascade reserves the right to increase the License Fees for any Order Renewal Term (defined in Section 8.1); provided that, Cascade will provide Customer with at least 60 days’ written notice prior to the commencement of such Order Renewal Term. If Customer does not agree to such increased License Fees, then Customer may terminate the Order Form pursuant to Section 8.1.
• 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 the Licensed Components to Customer. Cascade may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the Licensed Components to Customer during the Term (“Updated 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@cascadehealth.ai, Cascade will use reasonable efforts to provide Customer with assistance related to the Licensed Components (“Support Services”). 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 is confidential, proprietary, or trade secret information of the disclosing party. The Licensed Components, and all other Cascade IP, 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; not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and 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 protects its own Confidential Information of a similar nature. Cascade is permitted to disclose Customer’s Confidential Information to its affiliates.
3. Required Disclosure. If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party 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 all Confidential Information that they may have in their possession or control.
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.

7. Privacy and data security

1. Cascade Privacy and Data Security Obligations. To the extent Cascade processes personal information for or on behalf of Customer pursuant to the services, the parties agree to comply with the Data Processing Addendum attached hereto as Exhibit A and incorporated herein by reference.
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 Customer, 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 continues in effect for so long as any Order Form is in effect (the “Term”). Order Forms commence as of the “Order Effective Date” set forth in the applicable Order Form, 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 Licensed Components, including all technology, software, algorithms, models, data, databases, user interfaces, trade secrets, techniques, designs, inventions, works of authorship and other technology in any form pertaining to Cascade AI and including any improvements or enhancements to any of the foregoing (collectively, “Cascade IP”), and Cascade has the right to use and exploit all Cascade IP without restriction; and (b) Customer owns and retains all rights, title and interest in and to the Inputs and Outputs, excluding any underlying Cascade IP therein and 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. Cascade represents and warrants that Cascade AI will perform substantially in accordance with the published documentation and specifications made available to the Customer (“Documentation”) when used in accordance with this Agreement for the Term. Non-substantial variations of performance from the 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 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 a Cascade AI 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, update or upgrade of the Cascade AI, (ii) correct or replace Cascade AI, or (iii) 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 and terminate this Agreement. All warranty claims must be made to Cascade in writing within such warranty period.
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 employees who use or access Cascade AI or any Outputs of the risks in using and relying on Cascade AI, and (c) it has made all necessary disclosures, and obtained all necessary consents, to provide Inputs to Cascade and Cascade AI as set forth in this Agreement.
4. Disclaimers. 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, TITLE, AND NON-INFRINGEMENT.
5. Additional AI Disclaimers. GIVEN THE EXPERIMENTAL NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, USE OF CASCADE AI MAY RESULT IN INCORRECT, INACCURATE, OR OFFENSIVE CONTENT OR OUTPUTS, OR OUTPUTS THAT DO NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. CUSTOMER AND ITS EMPLOYEES ARE RESPONSIBLE FOR INDEPENDENTLY EVALUATE THE ACCURACY AND APPROPRIATENESS OF ALL OUTPUTS AND SHOULD NOT RELY ON THE ACCURACY OF ANY OUTPUT. CASCADE AI MAY PRODUCE OUTPUTS THAT ARE RISKY OR POTENTIALLY NEGATIVE TO A USER’S HEALTH AND/OR HAPPINESS. USE DISCRETION BEFORE RELYING ON, PUBLISHING, OR OTHERWISE USING ANY OUTPUTS. CUSTOMER AND ITS EMPLOYEE’S USE OF CASCADE AI IS AT THEIR SOLE RISK, AND 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 EMPLOYEES MAY ENCOUNTER WHILE USING CASCADE AI. CUSTOMER AND ITS EMPLOYEES ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OUTPUTS ARE BENEFICIAL OR APPROPRIATE FOR AN EMPLOYEE’S INDIVIDUAL SITUATION, AND FOR ANY USES OF, OR DECISIONS MADE BASED ON, ANY OUTPUTS OR OTHER USE OF CASCADE AI.

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.

EITHER CASCADE NOR ITS SUPPLIERS WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT OR THE LICENSED COMPONENTS, EVEN IF CASCADE 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. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS FOR FEES DUE IF UNPAID AND EITHER PARTY’S INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY TO FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO FEES ACTUALLY RECEIVED FROM CUSTOMER DURING THE PRECEDING 12 MONTHS PURSUANT TO 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, consultants, and agents 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 with arises from (a) Customer’s or its employees’ use of, or misuse of, Cascade AI, (b) Inputs.
2. By Cascade. Cascade will defend and indemnify Cascade, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents from and against all liability, damage, loss, and expense, including reasonable attorneys’ fees and costs resulting therefrom, arising from a claim by a third party that Cascade AI infringes any 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 (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. Trials and Betas

If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Cascade (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Cascade may never release, and their features and performance information are Cascade’s Confidential Information. Notwithstanding anything else in this Agreement, Cascade provides no warranty, indemnity, SLA, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

15. Miscellaneous

1. 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.
2. 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 on the Order Form, or to such email address or address as subsequently modified by written notice given in accordance with this section. For Cascade all legal notices must be addressed to support@cascade.ai.
3. 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.
4. Assignability. Neither party may assign 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 14.4 is null and void.
5. 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.
6. 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. 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.

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