Terms of service

THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS TO AND USE OF PROCAST’S SERVICES (“SERVICES” or “SERVICE”).

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX OR BUTTON INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SUBSCRIPTION AGREEMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. USE OF PROCAST SERVICES CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. “YOU” OR “YOUR” MEANS YOURSELF, THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACCEPTING THIS AGREEMENT, AND AFFILIATES OF THAT COMPANY OR ENTITY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. “AFFILIATE” MEANS ANY ENTITY WHICH DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH THE SUBJECT ENTITY. “CONTROL,” FOR PURPOSES OF THIS DEFINITION, MEANS DIRECT OR INDIRECT OWNERSHIP OR CONTROL OF MORE THAN 50% OF THE VOTING INTERESTS OF THE SUBJECT ENTITY.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PROCAST ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. 

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Web Portal from time to time, including, without limitation, the Privacy Policy located at www.procast.pro/privacy-policy. All such terms are hereby incorporated by reference into this Agreement, which applies to the collection, use, disclosure and other processing of personal and/or company information by ProCast. 

This End user License Agreement was last updated on May 2, 2025May 1, 2025. It is effective between you and ProCast, Inc., a Florida corporation with its principal place of business located at 2665 N. Atlantic Avenue, #401, Daytona Beach, Florida 32118 (“ProCast”), as of the date you complete the online registration process, agree to the provisions of this Agreement by selecting the “Agree” checkbox, or commence use of Services, which shall be the “Effective Date.”

1. USE OF THE SERVICES

1.1  Acceptance of Terms. ProCast, Inc. (“ProCast,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.asktheagent.com (the “Web Portal”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the terms of this Agreement. This Agreement may be changed by ProCast without notice to you. You expressly waive notice of any such changes and agree to be bound by and subject to the provisions of the most current version of this Agreement. ProCast urges you to review this Agreement from time to time via the customer login link at www.asktheagent.com, or at such other ProCast websites as may be designated by ProCast (any of which shall be referred to as the “Web Portal” or the “website”), to determine whether it has been changed. By completing the online registration process, selecting the “Agree” checkbox, or simply using the Services, you expressly agree to be bound by and subject to all of the provisions of this Agreement. By continuing to use the website and/or the Services after this Agreement has been changed, you expressly consent to the changes and agree to be bound by them. If you are under 13 years of age, you are not authorized to use the website or the Services, with or without registering. In addition, if you are under 18 years old, you may use the website and the Services, with or without registering, only with the approval of your parent or guardian.

1.2  Description of Services. ProCast develops, produces, and distributes a software platform (the “ProCast Platform”) that utilizes artificial intelligence and proprietary algorithms to provide a communication platform for brokerages that includes features such as avatar creation, interactive video generation and distribution, podcast generation and distribution, and customer support services to users via one or more of email, webchat, video chat, SMS and other message services. “Services” means the products and services that are made available by ProCast online via the Web Portal and/or other website pages designated by ProCast, including associated offline components.

1.3  Future Functionality. You agree that your use of the Web Portal or Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

2.  PAYMENTS, REFUNDS, AND SUBSCRIPTION CHANGES

2.1  You shall provide ProCast with a valid credit card for payment of the applicable subscription fees in connection with the ProCast Services. You may update your credit card at any time. Following any update, you authorize ProCast to continue to charge your updated credit card. If your renewal order cannot be completed with the credit card you provided, you authorize ProCast to charge any credit card associated with your account and to charge that credit card for your order. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details. If your credit card cannot be processed for some reason, we may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.

2.2  By enrolling in one of our automatically renewing subscription services, you authorize ProCast to charge your credit card on a recurring basis for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Subscribers with automatically renewing subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any free trial period will not be charged. Subscribers who have agreed to pay monthly will thereafter be charged in advance each 30 days. Subscribers who have agreed to pay annually will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, as are all subscription periods once those subscription periods commence. In other words, if you enter into a multi-month or annual subscription period, you are required to pay for the entire subscription period, at the agreed upon payment frequency, once that subscription period begins. 

2.3  You may cancel your automatically renewing subscription at any time before the date your subscription renewal is processed.  If you cancel your subscription, you will continue to receive access until the end of the then-current subscription period.  No refunds will be provided.

2.4  Pricing and terms are subject to availability, and the price or term for your subscription may change from time to time. If the price and term for your subscription changes, we will communicate any price or term changes to you in advance and, if applicable, how to accept those changes. Price or term changes will apply to the next subscription term following the date of the price or term change. If you do not agree with the price or term change, you have the right to reject the change by cancelling your subscription prior to the price or term change going into effect. Please make sure you read any such notification of price or term changes carefully.

2.5  If any amount owing by you under this or any other agreement for our services is thirty (30) or more days overdue, or ten (10) or more days overdue in the case of amounts you have authorized us to charge to your credit card, ProCast may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. Other than for users paying by credit card or direct debit whose payment has been declined, ProCast will give you at least ten (10) days’ prior notice that your account is overdue, before suspending services to you. ProCast will not exercise our rights under this Section if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

2.6  All prices are subject to change upon notice. Such notice may be provided by an email message to you, or in the form of an announcement through the Web Portal.

2.7  Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If you are required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, ProCast receives an amount equal to the sum it would have received had no such deduction or withholding been made.

3.  TERM AND TERMINATION

3.1  This Agreement shall take effect upon your purchase of a subscription and shall continue automatically based upon your chosen subscription frequency.

3.2  Termination. ProCast shall have the right to immediately terminate this Agreement in the event (i) you make any unauthorized use of the Web Portal or the Services (ii) you fail to perform any of your other obligations under this Agreement and you do not cure such failure within thirty (30) days after ProCast has provided notice of such failure (iii) ProCast elects to discontinue the provision of the Web Portal or the Services; or (iv) there has been extended inactivity in your account, where applicable. You shall have the right to terminate this Agreement at any time by providing written notice of termination to ProCast at the address indicated in this Agreement. Upon termination of this Agreement, all of your rights to access and use the Services shall terminate immediately.

3.3  Suspension. Your access and use of the Web Portal and the Services may be restricted, suspended, or terminated by ProCast without notice in the event ProCast determines, in ProCast’s sole discretion, that you have failed to perform any of your obligations under this Agreement or are engaging in conduct or activities that may otherwise be harmful to it. No refunds will be provided as a result of any such restriction, suspension, or termination.

4.  SOFTWARE AND INTELLECTUAL PROPERTY

4.1  Exclusive Ownership. ProCast is and shall be the exclusive owner of all right, title, and interest in and to any and all patents, copyrights, trademarks and service marks, trade dress, trade secrets, and all other proprietary rights of any kind whatsoever related to the Services. ProCast is and shall be the exclusive owner of all right, title, and interest in and to the Web Portal and the Services (including all software, algorithms, materials, items, information, and content contained in or on the Web Portal, or available through the use of the Web Portal or the Services); including without limitation, any and all patents, copyrights, trademarks and service marks, trade dress and “look and feel,” trade secrets, and all other proprietary rights of any kind whatsoever related to the Web Portal and the Services. use of the Web Portal or the Services does not in any respect whatsoever constitute a grant of any license or other right to use or exploit any of the proprietary rights related to the Web Portal or the Services, except as expressly granted to you in this Agreement.

4.2  Software. ProCast shall be the exclusive owner of all right, title, and interest in and to the ProCast Platform made available to you as part of the Web Portal and the Services; including without limitation, any and all patents, copyrights, trademarks and service marks, trade dress, trade secrets, and all other proprietary rights of any kind whatsoever related to such intellectual property. ProCast grants you a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to internally use such intellectual property solely to enable you to use the Services as provided by ProCast during the Term, and SUCH INTELLECTUAL PROPERTY SHALL BE PROVIDED TO YOU “AS IS, WITH ALL DEFECTS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.3  Links. The Services may be linked to other websites on the Internet that are not under the control of or maintained by ProCast. Additionally, other websites may contain links to the Web Portal. ProCast does not review or monitor the websites linked to the Web Portal and are not responsible for the contents of any other websites. Any link established by ProCast does not in any respect whatsoever constitute an endorsement of the other websites or create a relationship between ProCast and the operators of other websites. You acknowledge that ProCast provides these links to you only as a convenience, and that ProCast is not responsible for the business practices, content, privacy policies or links displayed on such websites or products and services offered through such sites to which you may be linked and your access to these websites is at your own risk. ProCast disclaims any liability with respect to your use of any other website, and you release ProCast from any liability related to your use of any link to another website or your use of any other website.

4.4  Notifications. You understand and agree that any notifications provided to you through the Web Portal and the Services may be delayed or prevented by a variety of factors. ProCast will do its best to provide notifications in a timely manner with accurate information. However, ProCast neither guarantees the delivery nor the accuracy of the content of any notification. You also agree that ProCast shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you or any third party in reliance on a notification.

4.5  Availability and Modifications. ProCast shall use commercially reasonable efforts to provide the Web Portal and the Services 24 hours a day, 7 days a week. Notwithstanding the foregoing, your ability to access or use the Web Portal or the Services may from time to time be interrupted, limited, restricted, or prevented as a result of maintenance, upgrades and repairs, problems with the Internet, or the failure of telecommunications links or equipment. ProCast shall have no liability for your inability to use the Web Portal. ProCast may at any time modify the Web Portal, the ProCast Platform and/or the Services, including without limitation, making modifications to appearance, functionality, presentation of data and information, manner of access or use, or the addition or deletion of information or links to other websites.

4.6  Trademarks and Logos. The PROCAST name, the PROCAST logo, and any other product names, logos, labels, depictions, and descriptions associated with the Services and the Web Portal are trademarks of ProCast or third parties, and no right or license is granted to use the names, logos, depictions or labels. The omission of a copyright or trademark notice on the Services or the Web Portal shall not be interpreted to mean the material is, or cause the material to be, in the public domain. The contents of the Services and the Web Portal, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws.

4.7  Third Party Material. Under no circumstances will ProCast be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that ProCast does not pre-screen content, but that ProCast and its designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Web Portal or the Services. Without limiting the foregoing, ProCast and its designees will have the right to remove any content that violates the terms of this Agreement or is deemed by ProCast, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

4.8  Web Portal And Services Use And Limitations. You shall not:

• Use the Web Portal or the Services for any entity other than you;
  
• Violate any applicable local, state, national or international statute, regulation, or law;
  
• Upload, post, use, or otherwise make available any materials, items, information or content (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, hateful, obscene, libelous, pornographic, invasive of another’s privacy, or otherwise objectionable; 
  
• Modify, remove, or obscure any proprietary notices contained at the Web Portal or in any screen images or screen captures printed by you; 
  
• Reverse engineer, decipher, decompile, or disassemble any of the technology or software related to the website or the Services; and you shall not in any other manner attempt to access or learn the source code related to any software used with the Web Portal, or the Services;
  
• Impersonate or use the identity of any other person or organization, or falsely state or otherwise misrepresent the your affiliation with any other person or organization;
  
• Forge headers or otherwise disguise the origin of any Content;
  
• Engage in any activities or manipulate identifying material to misrepresent the origin of Content;
  
• Upload, post, use, or otherwise make available any Content that is subject to any disclosure restrictions;
  
• Upload, post, use, or otherwise make available any Content that infringes or otherwise violates any patent, copyright, trademark or service mark, trade secret, trade dress, or any other proprietary rights;
  
• Upload, post, use or otherwise make available any unsolicited or unauthorized advertising or promotional materials, including without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  
• Upload, post, use or otherwise make available any Content that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software, hardware, or telecommunications equipment;
  
• Disrupt or interfere with the security of, or otherwise cause harm to, the Web Portal or the Services; systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Web Portal, the Services, or any affiliated or linked sites;
  
• Interfere with or otherwise limit the use of the Web Portal, the Services by other users or ProCast customers; or collect, compile, or store personal or other information about other users of the Web Portal, the Services, or ProCast customers;
  
• Access or attempt to access the Services by any means other than the interface provided by ProCast;
  
• Reproduce, sell, trade, resell or otherwise commercially exploit any part of the Web Portal or the Services;
  
• use any robots, data mining, or similar data collection or extraction methods or technology in connection with the Web Portal or the Services; or
  
• use the Web Portal or the Services to provide services to any third party, or for commercial purposes, other than as expressly permitted by this Agreement.

4.9  Copyright Complaints. ProCast respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ProCast of your infringement claim in accordance with the procedure set forth below. 

ProCast will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to ProCast’s Copyright Agent at info@procast.pro (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: 

Attn: Legal Department
ProCast, Inc.
2665 N. Atlantic Avenue, #401
Daytona Beach, Florida 32118

To be effective, the notification must be in writing and contain the following information: 

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 
  
• a description of the copyrighted work or other intellectual property that you claim has been infringed; 
  a description of where the material that you claim is infringing is located on the Web Portal or the Services, with enough detail that we may find it on the Web Portal or the Services; 
  
• your address, telephone number, and email address; 
  
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; 
  
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 
  

Counter-Notice: If you believe that your user Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your user Content, you may send a written counter-notice containing the following information to the Copyright Agent: 

• your physical or electronic signature; 
  
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; 
  
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and 
  
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Volusia County, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. 
  

If a counter-notice is received by the Copyright Agent, ProCast will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. 

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, ProCast has adopted a policy of terminating, in appropriate circumstances and at ProCast's sole discretion, users who are deemed to be repeat infringers. ProCast may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

5.  DATA

5.1  Your Data. Data and information related specifically and only to you through the Web Portal and the Services shall be referred to as “Your Data.” ProCast shall treat Your Data as confidential information about you, except for any aspects of Your Data that you choose to non-confidentially disclose to other users of the Web Portal or the Services. You hereby grant ProCast a perpetual, non-transferable, non-sublicensable, fully-paid license to internally use any and all of Your Data collected from you through use of the Web Portal and the Services for purposes of providing recommendations, analysis, reporting, system monitoring, system enhancements, improving the Services, and customer support.  Additionally, ProCast owns all metadata associated with Your Data and you grant ProCast a perpetual, non-transferable, non-sublicensable, fully-paid license to internally use any and all of the metadata associated with Your Data.

5.2  User Content Transmitted Through the Web Portal or the Services. With respect to the content or other materials you upload or share through the Web Portal or the Services, including but not limited to property listing photos, videos and other property-related data (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant ProCast and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Web Portal and the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. 

You acknowledge and agree that ProCast may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce the terms of this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ProCast, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5.3  Privacy. ProCast respects the privacy of our users. For details, please see our Privacy Policy (https://procast.com/policies/privacy-policy). By using the Web Portal and the Services, you consent to our collection and use of personal data as outlined therein.

5.4  Suggestions. Any and all questions, comments, suggestions, and materials you send to ProCast are non-confidential and, and ProCast shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

6.  AVATARS

6.1  Ownership and License to Your Content. As between ProCast and you, you own the rights to photos, or custom avatars you create, including your name, your voice and your likeness. As part of your use of the ProCast Services, you may be able to input, post, upload and submit information, including your name, your voice and your likeness (collectively, “User Input”) to the ProCast Platform, and you may direct the ProCast Platform to generate and output new content, including avatars, based on your User Input (collectively, “User Output”). ProCast reserves the right to prevent or remove certain User Inputs or User Outputs in its sole discretion, for example, if they violate these Terms of Service. As between ProCast and you, you own all rights in your User Input and User Output. As between ProCast and you, to the extent ProCast acquires any rights in any User Output, ProCast hereby assigns to you all right, title and interest in and to such User Output.  ProCast does not restrict your ability to use your User Output for your own purposes, solely through the ProCast Platform (including for commercial purposes), except in the case of termination as specified herein, and ProCast expressly disclaims any liability arising from your use of any User Output through the ProCast Platform. Only you shall have the right and ability to use your User Output through the ProCast Platform; in other words, ProCast shall not use your User Output without first obtaining your written permission to do so. Your User Input, User Output, and any other information, materials, or content you post, upload, submit, or make available through the ProCast Services are collectively referred to herein as “Your Content.” By using the ProCast Services and uploading or generating Your Content, you grant ProCast a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to operate, improve, promote and provide the ProCast Services and to develop new services and products, including to train or otherwise improve or modify our artificial intelligence and machine learning models. You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide and irrevocable. Again, though, ProCast shall not use your User Output (including creating content using your custom avatar, your name, your voice or your likeness) without first obtaining your written permission to do so. Your Content is considered part of the ProCast Services. As such, Your Content (including any avatars you create through the ProCast Services) may only be used through the ProCast Platform. In other words, you shall not download or use any User Output (including any avatars) outside of the ProCast Platform. Additionally, upon termination, your access to Your Content shall cease, and Your Content (including any avatars you create through the ProCast Services) shall be deleted by ProCast without any further notice to you, the timeline for such deletion being within the sole discretion of ProCast. You are responsible for Your Content, including taking all steps necessary to ensure that it does not violate any laws or rights of third parties or these Terms. You acknowledge that, due to the nature of the ProCast Services and generative artificial intelligence, User Output may not be unique and other third-party users may generate similar content from their independent use of the ProCast Services. This Section shall survive termination of these Terms of Service. To the fullest extent permitted by applicable law, ProCast reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the ProCast Platform, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

6.2  Consent and Violations. You are responsible for ensuring that your creation, use, or sharing of the avatar does not violate any laws or rights of third parties or our Terms of Service. This includes ensuring that the avatar is only created, used, or shared, in a manner consistent with the rights you have obtained to use the avatar, including the consent of the person depicted in the avatar or the holder of any rights in the depiction. In the case of creating custom avatars, you are required to obtain the explicit consent of the individual being represented (the “Actor”). Unless explicit consent has been provided, creating avatars of other individuals is strictly prohibited. You are also responsible for ensuring that you have the consent of the Actor for your use or sharing of the avatar and any content generated based on the avatar. The Actor reserves the right to request removal of their likeness from the ProCast Services at any time. You are responsible for honoring any request by or on behalf of an Actor to remove content depicting the Actor wherever you have published such depictions. An Actor may also contact our moderation team at info@asktheagent.com to request removal of content depicting them from the ProCast Services.

6.3  Prohibited Avatars. To maintain a safe and respectful environment on the ProCast Platform, the creation of certain types of avatars is strictly prohibited. This includes avatars that:

• Display illegal, defamatory, sexually explicit, pornographic, violent, threatening, abusive, inflammatory, harmful, hateful, cruel, insensitive, or deceptive imagery, including through likenesses, symbols, or insignia;
  
• Represent or appear in the sole discretion of ProCast to represent individuals under the age of 18;
• Represent real individuals, including celebrities or public figures, without their explicit consent; or
  
• Represent or appear in the sole discretion of ProCast to infringe copyrighted images without the consent of the copyright owner.

6.4  Content Moderation. Content created on the ProCast Platform (including avatars and video content) must respect the rights of others, must only be used for permissible purposes, and must further comply with Section 4.8 above. If you believe that content uploaded to or created using the ProCast Services contains non-permissible content, please email us at info@procast.pro with: a link to or copy of the content; a brief description of the reason you believe the content is not permissible under this policy; and contact information to reach you regarding your communication. If content is found to breach our policies, ProCast may, in its sole discretion, taking into account the severity of the violation: remove the content or prevent the generation of the content on the ProCast Platform; notify the user about the decision; temporarily or permanently suspend the user’s access to the ProCast Services; report the content to legal authorities; or such other actions as ProCast determines may be appropriate under the circumstances. Users can appeal moderation decisions they believe to be unfair by emailing us at info@procast.pro and providing: a description of the content that was deemed to violate this policy; a description of the reason that you believe this decision was in error; and contact information regarding your appeal. ProCast will review and respond to appeals in its sole discretion. The submission of an appeal does not guarantee that you will receive a response. Where possible, appeals will be reviewed by a moderator that was not involved in the original decision.

7  WARRANTIES AND LIABILITY

7.1  Disclaimer of Warranties.  THE WEB PORTAL AND THE SERVICES ARE PROVIDED TO YOU “AS IS, WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  PROCAST EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES AND THE WEB PORTAL, AND THE ACCURACY OF THE INFORMATION AND CONTENT AVAILABLE THROUGH THE WEB PORTAL.

YOUR USE OF, AND ANY RELIANCE UPON, THE SERVICES AND THE WEB PORTAL, INCLUDING, BUT NOT LIMITED TO, ANY DATA RECEIVED FROM NON-PROCAST APPLICATIONS, AND ADVICE IS AT YOUR OWN RISK. THE SERVICES HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY PROCAST.

PROCAST EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (I) THE WEB PORTAL OR THE SERVICES WILL OPERATE IN AN ERROR‑FREE OR UNINTERRUPTED MANNER; (II) THE WEB PORTAL AND THE ONLINE SERVER THAT MAKES THE WEB PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (III) THE WEB PORTAL OR THE SERVICES WILL SATISFY YOUR REQUIREMENTS; (IV) THE RESULTS OBTAINED FROM THE USE OF THE WEB PORTAL OR THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (V); PROCAST WILL PREVENT THE UNAUTHORIZED DISCLOSURE OF, UNAUTHORIZED USE OF, UNAUTHORIZED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION, INCLUDING YOUR DATA; OR (VI) ANY ERRORS OR DEFECTS IN THE WEB PORTAL OR THE SERVICES WILL BE CORRECTED. PROCAST DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE WEB PORTAL OR THE SERVICES WILL SATISFY, OR ENABLE YOU TO SATISFY, THE REQUIREMENTS OF ANY GOVERNMENT AGENCY, ASSOCIATION, OR OTHER ORGANIZATION.

NOTHING IN THIS AGREEMENT OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THE WEBSITE OR THE SERVICES SHALL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THE WEB PORTAL OR THE SERVICES.

7.2  No Liability for Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PROCAST OR ANY THIRD PARTY PROVIDING DATA, MATERIALS, SERVICES OR CONTENT TO THE SERVICE BE LIABLE TO YOU OR ANY OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM OR CONNECTED WITH THE SERVICE AND THE WEBSITE, INCLUDING BUT NOT LIMITED TO, YOUR USE OF THE WEB PORTAL OR SERVICES OR YOUR INABILITY TO USE THE SERVICE OR ACCESS YOUR ACCOUNT OR ANY DATA, EVEN IF PROCAST HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3  Limitation on Liability. ProCast shall not be liable for any incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Web Portal or the Services. 

THE SERVICES AND THE WEB PORTAL WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND THE LIMITATIONS ON LIABILITY SHALL APPLY TO ALL ASPECTS OF THIS AGREEMENT.

7.4  Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth in this Section may not apply to you.

7.5  Indemnification. You alone are responsible for your actions related to the use of the Web Portal  and the Services, the actions of any person or entity acting on your behalf. As such, you shall defend, indemnify and hold ProCast and its Affiliates and their respective officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all claims, demands, lawsuits, costs, damages, liabilities, and expenses (including legal fees) incurred, claimed or alleged, relating in any way to: (i) its breach of the Agreement; (ii) its use of the Web Portal or the Services or the use of the website or the Services by any person or acting on your behalf; (iii) the entry, sufficiency, adequacy, accuracy, or timeliness of the Services content or Your Data which forms the basis for making business decisions; and (iv) any claim that Your Data, or the data of any person or entity acting on your behalf, violates the intellectual property rights of any third party or are otherwise defamatory or libelous in the United States.

7.6  User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Web Portal and the Services, and ProCast will have no liability or responsibility with respect thereto. ProCast reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Web Portal or the Services. 

8.  CONTRACT PROVISIONS

8.1  Relationship. The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, principal-agent, or other business combination between ProCast and you. You shall not represent or imply to any third party that this Agreement authorizes you to act as an agent for or on behalf of us.

8.2  Force Majeure. ProCast shall not be in breach of this Agreement in the event ProCast is unable to perform any of its obligations under this Agreement as a result of natural disaster, pandemic, weather, war, terrorism, emergency conditions, labor strife, the inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond its reasonable control.

8.3  Remedies. Injunctive or other equitable relief shall be a remedy available to ProCast in the event of a breach of any provision of this Agreement by you; but such remedy shall not be the exclusive remedy available to it.

8.4  Limitation on Actions. Regardless of any statute or law to the contrary, any claim or cause of action you may have that arises out of or is related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

8.5  Notices. Any notices required or permitted to be given to ProCast under this Agreement shall be sufficient if in writing and personally delivered, sent by certified mail (or, as applicable the foreign equivalent thereof), or sent by express courier (by nationally or internationally recognized courier) to ProCast office as listed by the Florida Secretary of State. Any notices required or permitted to be given to you under this Agreement shall be sufficient if sent by email to the email address provided by you, regular mail at the address provided by you, or notices on the Web Portal.

8.6  Survival. The provisions of this Agreement, which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

8.7  Assignment and Delegation. You shall not, without ProCast’s prior written consent, assign your rights or delegate your duties under this Agreement.

8.8  Waiver. The waiver of any provision or the breach of any provision of this Agreement by ProCast shall not be effective unless made in writing. Any waiver by ProCast of any provision or the breach of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision.

8.9  Governing Law and Forum for Disputes. This Agreement shall be governed by the laws of the State of Florida (without regard to its choice of law principles or rules) in the United States and the applicable laws of the United States. The parties expressly agree that any controversy or disputes arising out of this Agreement, or the breach thereof, will be resolved as described in this Section. The Parties will endeavor to settle such dispute amicably. If the parties shall fail to settle any dispute, such dispute shall be finally settled by binding arbitration conducted in Volusia County, Florida. All arbitration shall be in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the competent jurisdiction to obtain temporary relief pending resolution of the dispute through arbitration. The parties hereby agree that service of any notices in the course of such arbitration at their respective addresses as provided for in this Agreement shall be valid and sufficient. The non-prevailing party shall pay all costs and expenses incurred by the prevailing Party.

8.10  Entire Agreement. The terms and conditions herein constitute the entire agreement between you and ProCast and governs your use of the website and the Services, and supersedes all other prior agreements or understandings, both written and oral, with respect to the subject matter hereof. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. This Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Paragraph or section headings are solely for convenience and are not intended to affect any of the terms or provisions hereof. In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement, and the portion of this Agreement held to be invalid shall be construed and given lawful effect in a manner that will best achieve the intent and objective of such portion of this Agreement. This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement. Any and all notices or communications related to this Agreement must be in English.

8.11  Notice for California users. Under California Civil Code Section 1789.3, users of the Web Portal or the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at ProCast, Inc., 2665 N. Atlantic Avenue, #401, Daytona Beach, Florida 32118, or by email at info@procast.pro. 

Questions? Concerns? Suggestions? Please contact us at info@procast.pro to report any violations of the terms of this Agreement or to pose any questions regarding this Agreement, the Web Portal, or the Services.