Last updated March 31, 2026
These End User Access Terms (“Access Terms”) are between Cadents Inc. (“Cadents”) and the customer (individual or entity) that has accessed the CadentsIQ multi-tenant software-as-a-service (SaaS) solution (the “Platform”) for use as an end user (“Customer” or “You”). Cadents and Customer(together, the “Parties”) agree as follows:
PLEASE READ THESE ACCESS TERMS CAREFULLY. THEY CONTAIN IMPORTANT ACCESS TERMS THAT AFFECT CUSTOMER AND CUSTOMER’S USE OF THE PLATFORM.
THE INDIVIDUAL ACCESSING OR USING THE PLATFORM ON BEHALF OF ANY ENTITY OR OTHERWISE IN PERFORMANCE OF SERVICES FOR ANY ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED TO ACCEPT THESE ACCESS TERMS ON THE ENTITY’S BEHALF, THAT ACCEPTANCE OF THESE ACCESS TERMS AND USE OF THIS PLATFORM WILL NOT VIOLATE ANY AGREEMENT THE INDIVIDUAL HAS WITH THE ENTITY, AND THAT THE ENTITY AGREES TO INDEMNIFY CADENTS FOR VIOLATIONS OF THESE ACCESS TERMS.
BY INSTALLING OR USING THE PLATFORM OR OTHERWISE SIGNALING YOUR ASSENT TO BE BOUND BY THESE ACCESS TERMS, YOU AGREE TO BE BOUND BY THESE ACCESS TERMS. IF YOU DO NOT AGREE TO THESE ACCESS TERMS, DO NOT INSTALL OR USE THE PLATFORM.
1. Provision of Services, License
Cadents will make the Platform available to Customer pursuant to (a) these Access Terms, (b) the written or electronic transaction materials presented to Customer at the time of purchase or delivery (for example, a quote, invoice, checkout page, customer agreement, or order form) or as agreed in writing between the Customer, on the one hand, and Cadents or its authorized reseller, on the other hand (such materials the “Purchase Terms” and together with these Access Terms, the “Agreement”), and (c) Cadents’ Service Level Agreement [insert]. Subject to the terms and conditions of this Agreement, Cadents hereby grants to Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the Term to (i) access and use the Platform; and (ii) invite and enable up to the additional number of your employees or other designees specified in the Purchase Terms (“Authorized Users”) to access and use the Platform, both (i) and (ii) solely for Customer’s own internal business use. Customer is responsible for all Authorized Users’ compliance with this Agreement. Any Platform that updates, supplements or replaces the original Platform is governed by this Agreement unless separate terms accompany the update, supplement or replacement, in which case those separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in the separate terms.
Customer is responsible for any access or use of the Platform under each Authorized User’s account, including by any third parties that use any Authorized User’s account. The acts or omissions of any Authorized User or third party under an Authorized User’s account are considered the Customer’sacts or omissions, as applicable.
As between Cadents and Customer, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to (a) all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material in any format provided by Customer that reside in, or run on or through, the Platform (“Customer Content”), and (b) any tangible or intangible outputs resulting specifically from Customer’s input of Customer Content into the Platform, excluding Aggregated Data (“Results”). Customer agrees that it will not under any circumstances distribute the Results or have the Results distributed as a separate product. To enable Cadents to provide Customer with the Platform, Customer hereby grants Cadents and its affiliates and subcontractors the right to use, process and transmit, in accordance with this Agreement, Customer Content and Results for the duration of the Term. “Aggregated Data” means data and information related to Customer’s use of the Platform that is used by Cadents in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
2. Restrictions, Limitations
Customer may not use the Platform in any manner or for any purpose other than as expressly permitted by this Agreement. Without limitation of the foregoing, the rights granted under Section 1 do not include or authorize: (a) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Platform or using or accessing the Platform to build a competitive product or service; (b) using any data mining, robots or similar data gathering or extraction methods except as provided by the Platform; (c) downloading (other than page caching) of any portion of the Platform or any information contained on the Platform; (d) performing or disclosing any benchmarking or performance testing of the Platform without prior written authorization of Cadents; (e) selling, licensing, renting, leasing, assigning, distributing, displaying, hosting, disclosing, outsourcing or otherwise commercially exploiting the Platform except as authorized in this Agreement; (f) using the Platform in violation of the Cadents’ Acceptable Use Policy [link]; or (g) using the Platform other than for its intended use. During and after the Term, Customer will not assert, nor authorize, assist or encourage any third party to assert, against any of the Cadents or its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents, any patent infringement or other intellectual property infringement claim regarding the Platform that Customer or any Authorized User has used. The rights granted under Section 1 are conditioned on Customer’s continued compliance with this Agreement (including, without limitation, Authorized Users’ compliance with this Agreement), and will immediately and automatically terminate if Customer does not comply with any material term or condition of this Agreement.
3. Customer Content
Cadents will process Customer Content and Results solely to provide, maintain, secure, and improve the Platform and related support, and not for any other purpose except as expressly permitted in this Agreement. Cadents will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content and Results against unauthorized access, use, disclosure, alteration, or destruction. Cadents will delete or remove from its active systems all Customer-specific non-Aggregated Data within 60 days of any expiration or termination of this Agreement, subject to Cadents’ standard backup and archival retention practices and applicable law. Processing of Customer Content is further described in, and subject to, Cadents’ Privacy Policy [link] and Data Protection Agreement [link], either as may be updated by Cadents from time to time.
4. Changes and Suspension of the Platform
Cadents may change the Platform from time to time, including changing or removing features or functionality from the Platform. Cadents will notify Customer of any discontinuation of the Platform.
Cadents may, in its sole discretion, immediately temporarily suspend access to or use of the Platform by Customer or any Authorized User if Customer or any Authorized User violates a material restriction or obligation of Customer or Authorized Users in this Agreement (including any Cadents policies), or if in Cadents’ reasonable judgment, the Platform or any component thereof is about to suffer a significant threat to security or functionality. Cadents will provide advance notice to Customer of any such suspension in Cadents’ reasonable discretion based on the nature of the circumstances giving rise to the suspension. Cadents will use reasonable efforts to re-establish the affected Platform promptly after Cadents determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. Cadents may terminate access to the Platform if any of the foregoing causes of suspension are not cured within thirty (30) days after Cadents’ initial notice thereof. Any suspension or termination by Cadents under this Section 4 will not excuse Customer from its obligation to make payment(s) under this Agreement. If any Authorized User breaches any term or condition of the Cadents policies, then, in addition to any other remedies available to Cadents, Cadents will have the right, in its sole discretion, to immediately suspend access to the Platform by the Authorized User who failed to comply with the terms and conditions of the Cadents policies. Any suspension under this Section shall remain in effect until the applicable breach, if curable, is cured.
5. Ownership and Confidentiality
As between Cadents and Customer, Cadents owns all right, title, and interest in and to the Platform and Results, together with all intellectual property rights therein or thereto. Except as otherwise specified in Section 1 of these Access Terms, Customer does not obtain any rights under this Agreementfrom Cadents to the Platform or Results, including any related intellectual property rights.
CUSTOMER IS EXPRESSLY PROHIBITED FROM DISCLOSING THE PLATFORM TO ANY PERSON OR ENTITY OR PERMITTING ANY PERSON OR ENTITY ACCESS TO OR USE OF THE PLATFORM OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT.
6. Term
Access to the Platform is granted for the period stated in the Purchase Terms ( the “Term”), unless earlier terminated in accordance with the Agreement.
In the event of the expiration or termination the Term for any reason: (a) the rights granted to Customer in this Agreement will terminate; (b) Customer must immediately cease all use of the Platform and destroy or erase all copies of the Platform in Customer’s possession or control; and (c) Sections 5(Ownership and Confidentiality), 6 (Term), 8 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11 (Evaluation and Feedback), 12 (Arbitration; Governing Law) and 13 (General) of these Access Terms and any payment rights or obligations in the Purchase Terms will survive any such termination.
7. Customer Warrantees
Customer may provide personal information through the Platform. Customer represents and warrants that it (a) owns or has all necessary rights, consents, and permissions to submit and make available any personal information, through the Platform; (b) has provided all notices and obtained all consents required by applicable law for Cadents to receive and process such information for the purposes of performing under this Agreement, and (c) will at all times during the Term maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect its Customer Content and use of the Platform. Customer will comply, and will ensure its personnel comply, with all applicable laws on data privacy, security, breach notifications, and personal information.
8. Disclaimers
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CADENTS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CADENTS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE PLATFORM WILL TRANSMIT DATA IN A SECURE MANNER. CADENTSWILL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE PLATFORM.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above will apply to the maximum extent permitted by law.
9. Indemnification
Customer will indemnify, defend, and hold harmless Cadents and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against any third party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of, or inability to use, the Platform; or (b) Customer’s violation of any terms of this Agreement.
Cadents will indemnify, defend, and hold harmless Customer and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against any third party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any third party claim that any part of the Platform, as used in accordance with the terms of this Agreement, infringes the rights of a third party in or to any copyright, trademark, U.S. patent, or trade secrets. If the Platform becomes, or in Cadents’opinion is likely to become, the subject of such an infringement claim, Cadents may, at its option and expense, either (a) procure for Customer the right to continue using the Platform, (b) replace or modify the Platform so that it becomes non-infringing, or, (c) if neither (a) nor (b) above is reasonably practicable, terminate this Agreement and accept return of the Platform and give Customer a prorated refund of the fees paid by Customer for the Platform (as specified in the Purchase Terms). Notwithstanding the foregoing, Cadents will have no obligation under this Section 9 or otherwise with respect to any infringement claim to the extent such infringement claim is based upon (i) any use of the Platform not in accordance with this Agreement, (ii) combination of the Platform with other products, equipment, or software not supplied, authorized in writing or recommended in writing by Cadents if such infringement would not have occurred but for such combination, (iii) use of other than the most current release of the Platform if such infringement would not have occurred but for Customer’s use of an outdated release of the Platform, provided that a more current release has been made available to Customer, (iv) any modification of the Platform by any person other than Cadents or its authorized agents or subcontractors, or (v) Customer Content or Customer’s use of Results. The foregoing states Cadents’ entire liability and Customer’s sole and exclusive remedy for infringement claims and actions.
10. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CADENTS UNDER THIS AGREEMENT IN THE SIX (6)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Evaluation and Feedback
Customer may provide Cadents with information and feedback (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, functionality and Customer’s overall experience using the Platform (“Feedback”). Customer will not provide any such Feedback to any third party without Cadents’ prior written consent in each instance. Customer hereby grants to Cadents a non-exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Further, Cadents will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, making, marketing, distributing and selling products and services incorporating such Feedback. Cadents will have no obligation to consider, use, return or preserve any Feedback Customer provides to Cadents. Any Feedback Customer provides to Cadents may or may not be treated confidentially by Cadents, and Cadents will have no obligation or liability to Customer for the use or disclosure of any Feedback. Customer should not expect any compensation of any kind from Cadents with respect to Customer’s Feedback.
12. Arbitration; Governing Law
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
The Parties agree to arbitrate any dispute arising from this Agreement or relating to the Platform, except that the Parties are NOT required to arbitrate any dispute in which either Party seeks equitable or other relief for the alleged infringement or misappropriation of any intellectual property rights. ARBITRATION PREVENTS YOU FROM SUING IN COURT AND FROM HAVING A JURY TRIAL. The Parties agree: (a) to notify each other of any dispute within thirty (30) days of when it arises; (b) to attempt informal resolution prior to any demand for arbitration; (c) that any dispute will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules; (d) that the arbitration will occur virtually or, if in person, in California; (e) that the language to be used in the arbitral proceedings will be English; and (f) that arbitration will be conducted confidentially by a single arbitrator. The federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and county of New Castle, will have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the Parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the Parties will be governed by this Agreement and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, THE PARTIES WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
13. General
(a) Audit. Cadents or its representative may, on 10 days’ notice, inspect and audit Customer’s use of the Platform for compliance with this Agreement and the application of relevant security measures at any time during the Term. All audits will be conducted during regular business hours and no more frequently than once in any 12-month period, and in a manner that does not unreasonably interfere with Customer’s business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Cadents with respect to such audit.
(b) Legal Compliance; Export Restrictions. Customer represents and warrants that (i) Customer is not located in a country that is subject to a United States embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) Customer is not listed on any United States government list of prohibited or restricted parties. The Platform and related technology are subject to applicable United States export laws and regulations. Customer must comply with all applicable laws and regulations, including without limitation all applicable United States and international export laws and regulations, with respect to the Platform and related technology. Without limitation, Customer may not export, re-export or otherwise transfer the Platform or related technology, without a United States government license: (i) to any person or entity on any United States export control list; (ii) to any country subject to United States sanctions; or (iii) for any prohibited end use.
(c) U.S. Government License Rights. If acquired by any agency of the United States government, such agency acknowledges that (i) the Platform constitutes “commercial computer software” or “commercial computer software documentation” for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and (ii) such agency’s rights are limited to those specifically granted to Customer pursuant to this Agreement.
(d) Data Feed. The Platform may collect and transmit operational, performance, and usage data back to Cadents (“Telemetry”). Customer consents to this transfer and Cadents’ use of Telemetry to deliver, maintain, secure, enhance, and support Cadents’ products and services, and to develop analytics. Customer will not block, disable, circumvent, or otherwise interfere with the collection or transmission of Telemetry and usage data.
(e) Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
(f) Assignment. Customer may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of Customer’s rights under this Agreement, without the prior written consent of Cadents, and any attempted assignment without Cadents’ written consent will be void.
(g) Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney’s fees.
(h) Entire Agreement. These Access Terms, along with the Purchase Terms and any agreement between Customer and Cadents they may be attached to, set forth our entire agreement with respect to their subject matter and supersede all prior and contemporaneous understandings and agreements with respect to the Platform whether written or oral.