Terms of Service

Effective Date: January 1, 2025 | Last Modified: January 1, 2025

1. Introduction and Acceptance

These Terms of Service (the "Terms") constitute a legally binding agreement between CadenceKing ("CadenceKing," "we," "us," or "our") and you, or if you represent an employer or organization, then that entity (collectively, "you," "your," or "Client"), governing your access to and use of CadenceKing's website, sales engagement platform, and all related services (collectively, the "Services").

Please read these Terms carefully before accessing or using our Services. By accessing, browsing, or otherwise using our Services, or by clicking to accept or agree to these Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

By accepting these Terms, you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into binding contracts; (b) if you are accepting on behalf of an organization, you have the authority to bind that organization to these Terms; (c) you will comply with all applicable laws and regulations in connection with your use of the Services; and (d) all information you provide to us is accurate, current, and complete.

We reserve the right to modify, update, or replace these Terms at any time and at our sole discretion. We will provide reasonable notice of any material changes by posting the revised Terms on our website or by sending you an email notification at least 30 days before the changes take effect, where feasible. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of such changes. We encourage you to review these Terms periodically for any updates.

2. Definitions

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

  • "Account" means any accounts or instances created by you or on your behalf for access to and use of the Services.

  • "Agreement" means these Terms of Service, together with any Order Forms, Specific Terms, and our Privacy Policy and Acceptable Use Policy, all of which are incorporated herein by reference.

  • "Client Data" or "Your Data" means all electronic data, text, messages, contacts, campaign information, personal data, or other materials, including personal data of End Users, that you submit to or upload through the Services in connection with your use of the Services.

  • "Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure, including Client Data, business plans, technical information, and financial information.

  • "Documentation" means any written or electronic materials, user guides, technical specifications, API documentation, or other information provided or made available by us that describes the functionalities, features, or proper use of the Services.

  • "End User" means any individual or entity with whom you interact or communicate using the Services, including recipients of your email campaigns and outreach efforts.

  • "Intellectual Property Rights" means all intellectual and industrial property rights worldwide, including patents, copyrights, trademarks, service marks, trade secrets, know-how, database rights, domain names, and any applications for and registrations of such rights.

  • "Order Form" means any service order form, statement of work, or subscription agreement executed between you and us that specifies the Services subscribed to, pricing, subscription term, and any additional terms specific to your subscription.

  • "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

  • "Services" means CadenceKing's cloud-based sales engagement platform, including all features, functionalities, tools, integrations, APIs, software, and Documentation, as well as any updates, enhancements, or new features that we may introduce from time to time.

  • "Subscription Term" means the period during which you have agreed to subscribe to the Services, as specified in your Order Form or as otherwise agreed upon.

  • "Third-Party Services" means any third-party applications, platforms, or services that integrate with or are accessible through the Services.

  • "User" means any individual authorized by you to use the Services under your Account, including your employees, agents, contractors, or representatives.

3. Description of Services

CadenceKing provides a comprehensive sales engagement platform designed to help businesses streamline their outreach efforts, manage customer relationships, and improve sales productivity. Our Services include, but are not limited to:

  • Multi-channel outreach capabilities including email, phone, social media, and other communication channels

  • Automated campaign management and sequencing tools

  • Contact and lead management features

  • Real-time analytics, reporting, and performance tracking

  • Integration capabilities with third-party CRM systems, email providers, and other business tools

  • Team collaboration and workflow management features

  • API access for custom integrations and automation

We continuously work to improve and enhance our Services. We reserve the right to modify, update, enhance, or discontinue any features, functionalities, or aspects of the Services at any time, with or without notice, provided that such changes do not materially diminish the core functionality of the Services during your active Subscription Term.

3.1. Service Availability and Maintenance

While we strive to provide uninterrupted access to our Services, we cannot guarantee that the Services will be available at all times or that they will be error-free. The Services may be temporarily unavailable due to scheduled maintenance, updates, upgrades, or circumstances beyond our reasonable control.

We will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may affect Service availability. We typically schedule maintenance during non-peak hours to minimize disruption to your business operations. However, emergency maintenance may be performed at any time without prior notice when necessary to maintain the security, stability, or functionality of the Services.

3.2. Beta Features and Trial Services

From time to time, we may make available certain features, products, or services designated as "beta," "preview," "pilot," "limited release," or similar designations (collectively, "Beta Features"). Beta Features are provided for evaluation and testing purposes only and may contain bugs, errors, or other issues that could cause system failures or data loss.

Beta Features are provided "as is" without any warranties, representations, or commitments of any kind. We may discontinue Beta Features at any time without notice and without liability. Any use of Beta Features is at your sole risk, and you acknowledge that Beta Features may not be suitable for production use or for processing important or sensitive data.

You may request a trial or demonstration of our Services for a limited period (the "Trial Period"). Trial access is subject to these Terms and any additional terms we specify. We reserve the right, in our sole discretion, to terminate your trial access at any time during the Trial Period for any reason without liability to you. Unless otherwise specified, no fees are charged during the Trial Period, but all other provisions of these Terms shall apply.

4. Your Rights and License

Subject to your compliance with these Terms and solely during the Subscription Term, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes in accordance with the subscription plan you have selected and as specified in any applicable Order Form.

This license does not grant you any ownership rights in the Services or any Intellectual Property Rights therein. All rights not expressly granted to you in these Terms are reserved by us. You may not, and you shall not permit any third party to:

  • Copy, modify, adapt, translate, or create derivative works based on the Services

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services

  • Rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party

  • Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Services

  • Use the Services to build a competitive product or service, or to copy any features, functions, or graphics of the Services

  • Access the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes

5. Your Responsibilities and Acceptable Use
5.1. Account Registration and Security

To use the Services, you must create an Account by providing accurate, current, and complete information as requested during the registration process. You are responsible for maintaining the confidentiality of your Account credentials, including usernames, passwords, and any other authentication information.

  • You are solely responsible for all activities that occur under your Account, whether authorized by you or not

  • You must immediately notify us of any unauthorized use of your Account or any other breach of security

  • You must ensure that all information provided to us remains accurate, current, and complete throughout the Subscription Term

  • Each User must have unique login credentials, and you may not share User credentials among multiple individuals

  • Your access and use of the Services is limited to the number of Users specified in your subscription plan or Order Form

We reserve the right to disable or terminate any Account, username, or password at any time if, in our reasonable opinion, you have violated any provision of these Terms or if we suspect fraudulent, abusive, or unlawful activity associated with your Account.

5.2. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You specifically agree not to use the Services to:

  • Violate Laws: Violate any applicable local, state, national, or international law, statute, ordinance, rule, or regulation, including but not limited to data protection laws, anti-spam regulations (such as CAN-SPAM, GDPR, CASL), export control laws, or regulations governing the transmission of unsolicited communications

  • Infringe Rights: Infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, publicity rights, or other proprietary rights of any person or entity

  • Send Spam or Unsolicited Communications: Send unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any form of solicitation without proper consent from recipients. You must comply with all applicable anti-spam laws and obtain appropriate consent before sending marketing communications

  • Transmit Harmful Content: Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, racially or ethnically offensive, or otherwise objectionable

  • Distribute Malware: Transmit any viruses, worms, trojan horses, time bombs, malware, or any other harmful or malicious code or programs designed to damage, interfere with, or intercept any system, data, or personal information

  • Interfere with Services: Interfere with, disrupt, or impose an unreasonable burden on the Services, servers, or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services

  • Unauthorized Access: Attempt to gain unauthorized access to the Services, other Accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means

  • Automated Access: Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Services

  • False Information: Provide false, inaccurate, or misleading information when registering for or using the Services, or impersonate any person or entity or misrepresent your affiliation with any person or entity

  • Collect Personal Data: Collect, harvest, or store personal data about other users without their express consent, or use such information for purposes other than those explicitly authorized

5.3. Your Responsibility for Client Data

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. You represent and warrant that:

  • You own or have all necessary rights, licenses, consents, and permissions to use and transmit the Client Data to us and to authorize us to use the Client Data as contemplated by these Terms

  • The Client Data does not and will not infringe, misappropriate, or violate any third party's Intellectual Property Rights or other proprietary rights

  • You have obtained all necessary consents, permissions, and authorizations required under applicable law to collect, use, and transmit any Personal Data included in the Client Data

  • The Client Data does not contain any sensitive personal information (such as social security numbers, financial account information, health information, or information about children) unless you have obtained our prior written consent to process such data

  • You will comply with all applicable laws and regulations regarding the collection, use, storage, and transmission of Personal Data, including providing appropriate privacy notices to End Users

You acknowledge and agree that we have no obligation to monitor or review Client Data, and we shall have no responsibility or liability for the content, accuracy, or legality of Client Data. However, we reserve the right (but have no obligation) to review, monitor, or remove any Client Data that we believe, in our sole discretion, violates these Terms, applicable law, or could subject us or any third party to liability.

You are solely responsible for maintaining appropriate backups of your Client Data. While we implement reasonable backup procedures as part of our business continuity planning, we do not guarantee that we will be able to recover or restore your Client Data in the event of data loss or corruption. We strongly recommend that you maintain independent backups of all important Client Data.

6. Intellectual Property Rights
6.1. Our Intellectual Property

CadenceKing and its licensors own and retain all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. This includes, without limitation, all software, algorithms, technology, data, databases, processes, architecture, user interfaces, know-how, trademarks, service marks, trade dress, and all modifications, enhancements, derivative works, and upgrades thereof.

These Terms do not grant you any rights to our trademarks, service marks, logos, or brand elements. You may not use, copy, or display any of our trademarks without our prior written permission. Any unauthorized use of our trademarks may be a violation of trademark laws and could subject you to liability.

All rights not expressly granted to you under these Terms are reserved by us and our licensors. Nothing in these Terms shall be construed as granting you any ownership rights in or to the Services or any Intellectual Property Rights therein.

6.2. Your Intellectual Property

As between you and us, you own all right, title, and interest in and to the Client Data, including all Intellectual Property Rights therein. We do not claim any ownership rights in your Client Data. Subject to the limited rights granted to us in these Terms, you retain all rights in and to your Client Data.

By submitting Client Data to the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and process your Client Data solely to the extent necessary to provide the Services to you, to improve and enhance the Services, to prevent or address technical or security issues, and to comply with applicable law.

You also grant us the right to use aggregated, anonymized, or de-identified data derived from your use of the Services for our business purposes, including analytics, benchmarking, product development, and marketing, provided that such data does not identify you or any individual.

6.3. Feedback and Suggestions

We welcome and appreciate feedback, comments, ideas, suggestions, or other input regarding the Services ("Feedback"). If you provide us with any Feedback, you agree that we may use such Feedback without restriction and without any obligation to compensate you. You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, reproduce, distribute, and incorporate into the Services any Feedback you provide.

We reserve the right to incorporate into the Services or otherwise use any techniques, methods, know-how, or expertise we develop or acquire while providing the Services to you, provided that we do not disclose any of your Confidential Information in doing so.

7. Subscription Plans, Pricing, and Payment
7.1. Subscription Plans

We offer various subscription plans with different features, usage limits, and pricing. The specific features, limitations, and pricing applicable to your subscription are set forth on our website or in your Order Form. We reserve the right to modify our subscription plans, features, and pricing at any time, subject to the notice provisions in Section 7.4 below.

Your subscription is limited to the number of Users, email sends, or other usage metrics specified in your subscription plan. If you exceed these limits, we may charge you additional fees as specified in your plan or Order Form, or we may require you to upgrade to a higher-tier plan.

7.2. Payment Terms

Unless otherwise specified in an Order Form, subscription fees are due and payable in advance on a monthly or annual basis, as selected by you at the time of purchase. Payment must be made by credit card, debit card, or such other payment methods as we may make available from time to time.

By providing us with your payment information, you represent and warrant that you are authorized to use the designated payment method and you authorize us (or our third-party payment processor) to charge your payment method for all fees incurred under your Account. All amounts payable under these Terms are quoted and payable in United States Dollars unless otherwise specified in your Order Form.

If your payment fails or your Account is past due, we may suspend or terminate your access to the Services until payment is received. You agree to pay all costs and expenses we incur in collecting any overdue amounts, including reasonable attorneys' fees, collection agency fees, and court costs.

7.3. Taxes

All fees are exclusive of applicable taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase and use of the Services, except for taxes based on our net income. If we are required to collect or pay Taxes for which you are responsible, you agree to reimburse us for such Taxes or provide us with valid tax exemption certificates.

7.4. Price Changes

We reserve the right to modify our pricing at any time. If we change the pricing for your subscription plan, we will provide you with at least 30 days' advance notice before the new pricing takes effect. The new pricing will apply upon your next renewal date following the notice period.

If you do not accept the new pricing, you may terminate your subscription by providing written notice before the end of your then-current Subscription Term, and the termination will take effect at the end of that Subscription Term. Your continued use of the Services after the new pricing takes effect constitutes your acceptance of the new pricing.

7.5. Free Trials and Promotional Offers

We may offer free trials or promotional pricing for the Services from time to time. Unless otherwise specified, free trials are limited to one per customer and may require you to provide payment information. If you do not cancel before the end of the free trial period, we will automatically charge your payment method for the applicable subscription fees.

We reserve the right to modify or terminate any free trial or promotional offer at any time without notice. Free trials and promotional offers may be subject to additional terms and conditions, which will be provided to you at the time of the offer.

8. Subscription Term, Renewal, and Termination
8.1. Subscription Term and Automatic Renewal

Your subscription will commence on the date you first access the Services or the date specified in your Order Form (the "Effective Date") and will continue for the initial Subscription Term specified in your subscription plan or Order Form (typically one month or one year).

Unless you provide written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term, your subscription will automatically renew for successive periods equal in length to the initial Subscription Term (each, a "Renewal Term"), and you will be charged the then-current subscription fees for each Renewal Term.

8.2. Termination by You

You may terminate your subscription at any time by providing written notice to us. If you terminate a paid subscription before the end of your Subscription Term, you will remain responsible for all fees for the remainder of that Subscription Term, and no refunds or credits will be provided for any unused portion of your subscription, except as required by applicable law or as otherwise specified in these Terms.

To ensure that your subscription does not automatically renew, you must provide written notice of termination at least 30 days before the end of your current Subscription Term. If you fail to provide such notice, your subscription will automatically renew, and you will be charged for the next Subscription Term.

8.3. Termination and Suspension by Us

We may suspend your access to the Services or terminate your Account immediately upon written notice if:

  • You breach any material term of these Terms and fail to cure such breach within 15 days after receiving written notice from us

  • We reasonably believe that your use of the Services violates applicable law or could subject us to liability

  • You fail to pay any amounts due within 10 days after receiving written notice of non-payment

  • Your actions pose a security risk to the Services, other customers, or us

  • You engage in fraudulent, abusive, or unlawful conduct in connection with the Services

We may also terminate your Account for convenience by providing at least 30 days' prior written notice if we decide to discontinue the Services for business reasons.

8.4. Effects of Termination

Upon termination or expiration of your subscription for any reason:

  • All rights and licenses granted to you under these Terms will immediately terminate

  • You must immediately cease all use of the Services and delete any copies of software or materials provided to you

  • You will remain responsible for all fees incurred prior to termination, including any fees for the remainder of your Subscription Term if applicable

  • We will use commercially reasonable efforts to make your Client Data available for export for a period of 30 days following termination, after which we may delete your Client Data in accordance with our data retention policies and applicable law

  • Sections that by their nature should survive termination will continue in full force and effect, including but not limited to Sections 6 (Intellectual Property Rights), 8.4 (Effects of Termination), 9 (Confidentiality), 10 (Data Protection and Privacy), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 15 (General Provisions)

We are not responsible for any loss or corruption of Client Data upon termination, and you are solely responsible for ensuring that you have exported and retained copies of any important Client Data before termination becomes effective.

8.5. Refunds

Except as expressly provided in these Terms or as required by applicable law, all fees are non-refundable. We do not provide refunds or credits for partial months or years of service, for unused features or capacity, or for subscriptions that are downgraded or terminated before the end of a Subscription Term.

If we terminate your subscription for cause due to your breach of these Terms, you will not be entitled to any refund of prepaid fees. If we terminate your subscription for convenience (other than due to your breach), we will refund you a pro-rata portion of any prepaid fees for the unused portion of your Subscription Term.

9. Confidentiality

Each party (the "Receiving Party") agrees to maintain the confidentiality of all Confidential Information disclosed by the other party (the "Disclosing Party") and to use such Confidential Information solely for the purposes of exercising its rights and performing its obligations under these Terms.

The Receiving Party shall protect the Confidential Information of the Disclosing Party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to those of its employees, contractors, and advisors who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations set forth in this Section shall not apply to information that: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without restriction on use or disclosure; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party (where legally permitted) to allow the Disclosing Party to seek protective relief.

For purposes of these Terms, your Client Data shall be deemed your Confidential Information. We acknowledge and agree that we will handle your Client Data in accordance with this Section and our Privacy Policy.

10. Data Protection and Privacy
10.1. Data Processing

In connection with your use of the Services, we will process Personal Data on your behalf. With respect to such Personal Data, you are the data controller (or the equivalent under applicable law) and we are the data processor (or the equivalent under applicable law). We will process Personal Data only in accordance with your documented instructions as set forth in these Terms and your use of the Services, and as required by applicable law.

We will implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures are designed to provide a level of security appropriate to the risk of processing Personal Data.

10.2. Data Processing Agreement

To the extent required by applicable data protection laws (including the GDPR, CCPA, and similar regulations), the parties agree to execute a Data Processing Agreement (DPA) that incorporates Standard Contractual Clauses or other appropriate safeguards for international data transfers. You may request a copy of our standard DPA by contacting us at the address provided in Section 16.

10.3. Data Security Incidents

We will notify you without undue delay upon becoming aware of any unauthorized access to, or unauthorized or unlawful processing, loss, destruction, damage, alteration, or disclosure of Personal Data processed by us on your behalf (a "Security Incident"). We will provide you with sufficient information to allow you to meet any obligations you may have under applicable data protection laws to report or notify data subjects of such Security Incident.

We will cooperate with you and take reasonable commercial steps to investigate Security Incidents and to mitigate any harmful effects. Our obligation to report Security Incidents does not constitute an acknowledgment of fault or liability.

10.4. Subprocessors

You acknowledge and agree that we may engage third-party subprocessors to assist us in providing the Services and processing Personal Data. We will ensure that any subprocessors are bound by written agreements that require them to provide at least the same level of data protection as is required by these Terms. A current list of our subprocessors is available upon request.

10.5. Privacy Policy

Our collection, use, and disclosure of information about you and your Users is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in our Privacy Policy. We encourage you to review our Privacy Policy regularly for any updates.

11. Third-Party Services and Integrations

The Services may integrate with or provide access to Third-Party Services. Your use of Third-Party Services is governed by the terms of service and privacy policies of those third parties, and we have no control over and assume no responsibility for the content, privacy policies, or practices of any Third-Party Services.

When you authorize an integration with a Third-Party Service, you grant us permission to access and use information from that service as necessary to provide the integration functionality. We will use such information only in accordance with these Terms and our Privacy Policy.

We do not warrant or endorse and are not responsible or liable for any Third-Party Services or for any loss or damage caused by your use of or reliance on any Third-Party Services. You acknowledge and agree that we shall not be responsible or liable for any content, products, or services available through Third-Party Services.

You are solely responsible for ensuring that any Third-Party Services you use in connection with our Services comply with applicable laws and regulations. You should carefully review the terms and policies of any Third-Party Services before authorizing an integration.

12. Warranties and Disclaimers
12.1. Our Limited Warranty

We warrant that during the Subscription Term, the Services will perform substantially in accordance with the Documentation and applicable specifications. If the Services fail to conform to this warranty, and you notify us of such non-conformance during the Subscription Term, we will use commercially reasonable efforts to correct the non-conformance or provide you with a workaround. This warranty does not apply to any non-conformance caused by: (a) modifications to the Services not made by us; (b) use of the Services in violation of these Terms or the Documentation; (c) problems caused by Third-Party Services, your equipment, or your internet connection; or (d) Beta Features.

THE LIMITED WARRANTY SET FORTH IN THIS SECTION 12.1 IS YOUR SOLE AND EXCLUSIVE WARRANTY AND REMEDY FOR ANY BREACH OF WARRANTY BY US. THIS LIMITED WARRANTY IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

12.2. Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT

  • WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS

  • WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICES

  • WARRANTIES THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED

  • WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS

YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER TELECOMMUNICATIONS NETWORKS AND THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH NETWORKS AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • LOSS OF PROFITS, REVENUE, SALES, BUSINESS, OR GOODWILL

  • LOSS OF DATA OR INFORMATION

  • BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY

  • COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES

  • LOSS OF ANTICIPATED SAVINGS OR BENEFITS

SUCH DAMAGES SHALL BE EXCLUDED REGARDLESS OF THE LEGAL THEORY UPON WHICH A CLAIM IS BASED (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; OR (B) ONE HUNDRED DOLLARS (US$100).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) YOUR BREACH OF SECTION 4 (YOUR RIGHTS AND LICENSE) OR SECTION 6 (INTELLECTUAL PROPERTY RIGHTS); (B) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (C) YOUR PAYMENT OBLIGATIONS UNDER SECTION 7; (D) LIABILITIES THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW; OR (E) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR WILLFUL MISCONDUCT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY.

14. Indemnification
14.1. Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless CadenceKing, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "CadenceKing Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

  • Your use or misuse of the Services in violation of these Terms

  • Your violation of any applicable law, regulation, or third-party right, including without limitation any privacy, data protection, intellectual property, or export control law

  • Your Client Data, including any claims that Client Data infringes or misappropriates any third party's intellectual property rights or violates any applicable law

  • Your breach of any representation, warranty, or obligation under these Terms

  • Your End Users' use of or inability to use the Services or any content delivered through the Services

14.2. Our Indemnification Obligations

Subject to your compliance with these Terms, we will indemnify, defend, and hold harmless you and your officers, directors, and employees from and against any third-party claim that the Services, when used in accordance with these Terms, infringe or misappropriate such third party's valid patent, copyright, or trademark rights under the laws of the United States (an "IP Claim").

Our indemnification obligations under this Section do not apply to any IP Claim arising from or relating to: (a) modification of the Services by anyone other than us; (b) your use of the Services in combination with products, services, or data not provided by us, if the infringement would not have occurred without such combination; (c) your use of the Services in violation of these Terms or the Documentation; (d) Client Data or any third-party content; or (e) any Beta Features or trial services provided without charge.

If we reasonably believe that the Services, or any portion thereof, may infringe or misappropriate a third party's intellectual property rights, we may, at our option and expense: (i) procure for you the right to continue using the Services; (ii) replace or modify the Services to make them non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonable, terminate your subscription and refund you a pro-rata portion of any prepaid fees for the unused portion of your Subscription Term.

THIS SECTION 14.2 SETS FORTH OUR SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

14.3. Indemnification Procedures

A party seeking indemnification (the "Indemnified Party") must: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the claim; (b) grant the Indemnifying Party sole control over the defense and settlement of the claim; and (c) reasonably cooperate with the Indemnifying Party in the defense and settlement of the claim at the Indemnifying Party's expense.

The Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defense of any claim with counsel of its own choosing at its own expense.

15. General Provisions
15.1. Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section shall be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.2. Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on the other's behalf without the other party's prior written consent.

15.3. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes, pandemics, governmental actions, telecommunications failures, cyberattacks, or internet service provider failures (each, a "Force Majeure Event").

The party affected by a Force Majeure Event shall promptly notify the other party and shall use reasonable efforts to minimize the impact of the Force Majeure Event. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate these Terms upon written notice to the other party.

15.4. Notices

All notices required or permitted under these Terms shall be in writing and shall be delivered by email, by nationally recognized overnight courier, or by certified or registered mail, postage prepaid, return receipt requested, to the addresses specified in your Order Form or Account settings (in your case) or as set forth in Section 16 (in our case).

Notices shall be deemed given: (a) upon receipt if delivered by email (provided that no delivery failure notice is received); (b) one business day after deposit with an overnight courier; or (c) three business days after deposit in the mail. Either party may update its address for notices by providing written notice to the other party in accordance with this Section.

15.5. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed in accordance with the AAA Rules.

The arbitration shall take place in Wilmington, Delaware, and shall be conducted in English. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15.6. Entire Agreement

These Terms, together with our Privacy Policy, any applicable Order Forms, and any other documents expressly incorporated by reference, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

In the event of any conflict or inconsistency between these Terms and an Order Form, the Order Form shall prevail solely with respect to the specific subject matter addressed in the Order Form. In the event of any conflict between two Order Forms, the more recent Order Form shall prevail.

15.7. Amendments and Modifications

We reserve the right to modify or update these Terms at any time. If we make material changes to these Terms, we will provide reasonable notice by posting the updated Terms on our website or by sending you an email notification at least 30 days before the changes take effect (except for changes required by law, which may take effect immediately).

Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of such changes. If you do not agree to the updated Terms, you must discontinue your use of the Services and may terminate your subscription in accordance with Section 8.2.

15.8. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of these Terms shall remain in full force and effect.

15.9. Waiver

No waiver of any term or provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the party granting the waiver.

15.10. Survival

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, confidentiality obligations, and provisions relating to dispute resolution.

15.11. Publicity Rights

You grant us the right to identify you as a customer and to use your name, logo, and trademarks in our customer lists, marketing materials, presentations, and on our website. If you prefer not to be identified as a customer, please notify us in writing and we will honor your request within a reasonable timeframe.

15.12. Export Compliance

The Services and related technology may be subject to U.S. export control laws and regulations and may also be subject to export or import regulations in other countries. You agree to strictly comply with all applicable export and import laws and regulations and acknowledge that you are responsible for obtaining any required authorizations, permits, or licenses.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

15.13. Government End Users

If you are a U.S. Government end user, the Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212. Consistent with that regulation and 48 C.F.R. §227.7202-1 through §227.7202-4, all U.S. Government end users acquire the Services with only those rights set forth in these Terms.

16. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, or if you need to provide us with any notices under these Terms, please contact us using the following information:

CadenceKing

We will make every reasonable effort to respond to your inquiries within two (2) business days. For urgent matters related to security or service outages, please clearly mark your communication as "URGENT" in the subject line.

Thank you for choosing CadenceKing. We value your business and are committed to providing you with excellent service and support. By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.