Cadence Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Cadence (formerly known as Superscript), a service provided by Cadence, a division of Sonata Design (a Canadian company). These Terms of Service ("Terms") govern your access to and use of the Cadence website, application, and related services (collectively, the "Service"). By creating an account or using the Service, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with these Terms, you must not use the Service.

You represent that you have the legal authority to accept these Terms. If you are using the Service on behalf of an organization, you agree to these Terms for that organization and represent and warrant that you have authority to bind the organization to these Terms.

2. Eligibility (Age Requirements)

Minimum Age. The Service is intended for users who are 13 years of age or older. You affirm that you are at least 13 years old, as the Service is not intended for children under 13. If you are under 13, do not use the Service. We do not knowingly collect personal information from children under 13, and use of the Service by anyone under 13 is strictly prohibited.

Users 13–17. If you are between 13 and the age of majority in your jurisdiction (typically 18 or 19 years old), you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms and our Privacy Policy on your behalf. Cadence is not directed to children under 13 and complies with the U.S. Children's Online Privacy Protection Act (COPPA) by not targeting or knowingly collecting data from such children.

3. Accounts and Security

Account Information. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us immediately at info@heycadence.ai of any unauthorized access or use of your account. Cadence is not liable for any loss or damage arising from your failure to secure your account. We reserve the right to suspend or terminate accounts that are suspected of unauthorized use or violation of these Terms.

4. Services and Fees

Cadence provides an AI‑powered design and productivity service (the "Standard Service"), along with optional custom setup and integration services ("Custom Setup Services"). By using or purchasing any Cadence service, you agree to pay the associated fees as described below:

Standard Plan Subscription. Access to the Cadence platform is offered on a subscription basis at a rate of $20 per user per month (the "Standard Plan"). This fee is charged per individual user account authorized to access the Service, on a monthly recurring basis. Subscriptions will auto‑renew monthly (or annually, if you select an annual plan) unless canceled as described in Section 5. All fees are stated in U.S. Dollars (USD) unless otherwise indicated, and do not include applicable taxes (you are responsible for any taxes or duties applicable to your purchase, other than taxes on Cadence's income).

Custom Setup Services (Optional). Cadence offers one‑on‑one onboarding or custom integration sessions for an additional fee of $250 per session. These sessions are optional and provided upon request to assist with tailor‑made setup, training, or configuration of the Service for your needs. By scheduling a Custom Setup session, you agree to pay the $250 fee for each session. Scheduling is subject to availability. Cancellations or rescheduling by you should be requested at least 24 hours in advance; fees for no‑shows or late cancellations may not be refunded except at our discretion or as required by law.

Cadence may modify the fees for the Service from time to time. We will provide advance notice of any price changes via email or on our website. Fee changes will not apply retroactively and will take effect at the start of the next billing cycle. If you do not agree to a fee change, you may cancel your subscription before the new fees take effect.

5. Payment and Billing

Billing Cycle. Subscription fees for the Standard Plan will be billed in advance on a monthly basis (or annually, if an annual plan is selected) to the payment method you provide. The billing cycle begins on the date you subscribe and recurs on the same day each month or year. Fees for any Custom Setup Services will be charged when the service is scheduled or rendered, as applicable.

Auto‑Renewal. By subscribing, you authorize Cadence to automatically charge the subscription fee to your provided payment method at the start of each billing cycle until you cancel.

Cancellation. You may cancel your Cadence subscription at any time by contacting us at info@heycadence.ai or through any account management interface we provide. Cancellation will take effect at the end of your current paid‑up billing period. You will retain access to the Service until the end of the period, and no further charges will be made. We do not provide refunds or credits for partial billing periods, unless required by law.

Late Payments. If we are unable to process payment for your subscription (e.g., due to an expired or declined card), we will notify you and may retry billing. If payment remains delinquent, Cadence reserves the right to suspend or terminate your access to the Service. You agree to reimburse Cadence for any collection costs or interest for overdue amounts as permitted by law.

6. License and Acceptable Use

License Grant. Subject to your compliance with these Terms and payment of applicable fees, Cadence grants you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Service for your internal business or personal purposes. All rights not expressly granted to you are reserved by Cadence and its licensors.

Acceptable Use. You agree to use Cadence only for lawful purposes and in accordance with these Terms. You will not, and will not permit any other person to:

• Misuse the Service: Engage in illegal, harmful, fraudulent, or misleading activity, including uploading or distributing content that is unlawful, defamatory, harassing, obscene, or otherwise objectionable.
• Infringe IP or Other Rights: Upload or share content that infringes or misappropriates any third party's intellectual property, privacy, or other rights.
• Interfere or Disrupt: Interfere with or disrupt the integrity or performance of the Service or the data contained therein, attempt to gain unauthorized access to the Service or related systems, or attempt to hack, disable, or overload the Service.
• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying trade secrets of Cadence, except to the limited extent expressly permitted by applicable law notwithstanding this prohibition.
• Circumvent Security: Bypass or undermine any security or authentication measures or use any means other than our official interface to access the Service; do not introduce viruses, malware, or other harmful material.
• Unlawful Monitoring/Data Extraction: Use bots, spiders, or scrapers to access the Service for unauthorized purposes, including data extraction or monitoring beyond what we allow via our API or interface. Do not store or transmit extremely sensitive personal information (e.g., full financial account details, SSNs, health data) unless we have expressly agreed to handle such information under separate terms.

7. Customer Data, Privacy & Confidentiality

7.1 Customer Data

"Customer Data" means content, information, text, graphics, or other materials that you upload, post, or otherwise transmit to the Service (including designs, project information, or personal data about you or others). You retain all rights to your Customer Data; Cadence does not claim ownership. You grant Cadence a worldwide, royalty‑free, sublicensable, and transferable license to use, reproduce, display, and distribute Customer Data solely as needed to provide and maintain the Service (e.g., to process your requests, display information to you and authorized users, or back up your data). This license terminates when you delete the content or terminate your account (except to the extent the content has been shared with others who have not deleted it, or is retained in backups or as required by law).

7.2 Privacy

Your use of the Service is subject to our Privacy Policy, which is incorporated by reference. The Privacy Policy explains how we collect, use, share, and safeguard information and summarizes rights available under applicable laws.

To exercise privacy rights, you may contact us via privacy@heycadence.ai and through our privacy request web form available in your account settings and on our website. We will maintain at least two designated methods for submitting verifiable privacy requests and will respond within required timeframes.

7.3 Data for AI Training – Opt‑Out by Default

Cadence does not use your Customer Data to train our general artificial intelligence or machine learning models by default. Any future program to use customer data for model improvement will be opt‑in only and will require your affirmative consent, which you can withdraw at any time.

7.4 Confidentiality

Each party (the "Receiving Party") agrees to keep confidential and not disclose or use, other than as permitted in these Terms, any non‑public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Customer Data constitutes your Confidential Information. Cadence's Confidential Information includes, without limitation, non‑public product information, roadmaps, pricing, and trade secrets.

The Receiving Party will: (a) use the Disclosing Party's Confidential Information only as necessary to perform its obligations under these Terms; (b) protect it with at least the same degree of care as it uses to protect its own similar information (but no less than reasonable care); and (c) limit access to personnel and service providers who need to know it and are bound by confidentiality obligations no less protective than those herein. Exclusions apply where information is or becomes public through no fault of the Receiving Party, was lawfully known or independently developed without use of Confidential Information, or is rightfully received from a third party without duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it (if legally permitted) gives prompt notice and cooperates to seek protective treatment.

7.5 Security and Incident Notification

Cadence implements reasonable and appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, use, or disclosure, as further described in our Privacy Policy. If Cadence confirms an unauthorized access to or disclosure of unencrypted Customer Data in its possession (a "Security Incident"), Cadence will notify you without undue delay after confirmation and will take commercially reasonable steps to mitigate and remediate the incident.

8. Intellectual Property Rights

All rights, title, and interest in and to the Service (including all software, code, algorithms, user interfaces, functionality, and any updates or modifications) are and will remain the exclusive property of Cadence and its licensors. The Cadence name, logo, and related product and service names are trademarks of Sonata Design or its affiliates. These Terms do not grant you any rights to use Cadence marks without our prior written consent. Feedback is welcomed and may be used by Cadence without restriction or compensation. Third‑party sites or services accessible from the Service are governed by their own terms and privacy policies and are used at your own risk.

9. Optional Custom Setup Services Terms

Additional terms apply to any purchased Custom Setup Services (scope, scheduling, cooperation, no warranty for custom outcomes, applicability of these Terms).

10. Copyright and DMCA Policy

Cadence respects intellectual property rights and responds expeditiously to valid notices of claimed copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA).

DMCA Takedown Requests. If you are a copyright owner (or agent) and believe content on Cadence infringes your copyright, submit a notice to info@heycadence.ai that includes: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the infringing material (with URL or other information sufficient to locate it); (c) your contact information; (d) a statement of good‑faith belief that use is not authorized; (e) a statement that the information is accurate and, under penalty of perjury, that you are the owner or authorized to act; and (f) your electronic or physical signature.

Counter‑Notification. If your content was removed due to a DMCA notice and you believe it was removed in error, send a counter‑notice to the same address including: (i) identification of the removed content and its location before removal; (ii) a statement under penalty of perjury that you have a good‑faith belief the content was removed by mistake or misidentification; (iii) your name, address, phone, email, and a statement consenting to jurisdiction of the appropriate court (or in Alberta, Canada if you reside outside the U.S.) and acceptance of service from the complainant; and (iv) your physical or electronic signature. Submitting false or fraudulent notices may result in liability for damages.

11. Disclaimers of Warranties

The Service is provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, Cadence disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non‑infringement, and any arising from course of dealing or usage of trade. Cadence does not warrant that the Service will meet requirements, achieve intended results, or be uninterrupted, timely, secure, or error‑free. Cadence is not responsible for third‑party services or content. Some jurisdictions do not allow certain disclaimers; to that extent, such disclaimers may not apply to you.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

To the fullest extent permitted by law, in no event will Cadence, Sonata Design, or any of their affiliates, officers, employees, agents, partners, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, revenue, business, goodwill, data, or other intangible losses) arising out of or related to your use of or inability to use the Service, however caused and under any theory of liability, even if advised of the possibility of such damages.

12.2 Cap on Direct Damages (General)

To the extent permitted by law, the total aggregate liability of Cadence and its affiliates for any and all claims arising out of or relating to these Terms or the Service is limited to the amount you paid Cadence in the 12 months immediately preceding the event giving rise to the claim (or, if no fees apply, US$100). This limitation applies collectively to Cadence, its parent (Sonata Design), and their affiliates.

12.3 Security/Confidentiality "Super Cap"

Notwithstanding Section 12.2, for claims arising out of or relating to: (i) Cadence's breach of confidentiality obligations in Section 7.4; or (ii) a breach of applicable data protection law or the security obligations in Section 7.5 that results in the unauthorized disclosure of your Customer Data (each, a "Security/Confidentiality Claim"), the total aggregate liability of Cadence and its affiliates is limited to the greater of: (a) two (2) times the fees you paid Cadence in the 12 months immediately preceding the event giving rise to the claim; or (b) the "Security Super Cap" amount specified on the applicable Order Form (or, if none is specified, US$100,000).

12.4 Exceptions and Clarifications

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law. The limitations in this Section 12 do not apply in cases of Willful Misconduct or Gross Negligence (as defined below), or to liability for death or personal injury caused by negligence to the extent such liability cannot be excluded by law.

12.5 Multiple Claims

All claims arising out of or relating to these Terms or the Service shall be aggregated to determine satisfaction of the limits stated above, and the existence of multiple claims or suits will not enlarge those limits.

12.6 Definitions

For purposes of these Terms: "Gross Negligence" means a conscious and voluntary disregard of a need to use reasonable care that is likely to cause foreseeable grave injury or harm. "Willful Misconduct" means an intentional act or omission undertaken with knowledge that harm is substantially certain to result.

13. Indemnification

13.1 By You

You will indemnify, defend, and hold harmless Cadence, Sonata Design, and their respective directors, officers, employees, agents, and affiliates (the "Cadence Indemnified Parties") from and against any and all third‑party claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) your access to or use of the Service (including any actions taken by a person using your account); (b) your violation of these Terms; (c) Customer Data (including claims that content you submitted infringes or misappropriates third‑party rights or has caused harm); or (d) your violation of any law or regulation.

13.2 By Cadence (IP Infringement)

Cadence will defend you and your affiliates, and your and their respective directors, officers, and employees (the "Customer Indemnified Parties") against any third‑party claim, suit, or proceeding alleging that your authorized use of the Service as provided by Cadence infringes or misappropriates such third party's intellectual property rights (an "IP Claim"), and Cadence will indemnify and hold harmless the Customer Indemnified Parties from and against any damages, attorneys' fees, and costs finally awarded against them as a result of, or amounts paid under a settlement approved by Cadence in writing of, an IP Claim; provided that you promptly notify Cadence of the IP Claim, cooperate as reasonably requested (at Cadence's expense), and allow Cadence sole control of the defense and settlement (Cadence will not settle any IP Claim in a manner that imposes an admission of liability or payment obligation on you without your written consent).

13.3 Exclusions; Remedies

Cadence's obligations in Section 13.2 do not apply to IP Claims to the extent arising from: (a) Customer Data or materials provided by you; (b) your use of the Service not in accordance with these Terms or any applicable documentation; (c) modifications to the Service not made by Cadence; or (d) combination of the Service with items not provided by Cadence, if the IP Claim would not have arisen but for such combination. If the Service is, or in Cadence's reasonable opinion is likely to be, the subject of an IP Claim, Cadence may, at its option and expense: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service so that it is non‑infringing and substantially equivalent in functionality; or (iii) if (i) and (ii) are not commercially reasonable, terminate the affected portion of the Service and provide a pro‑rata refund of any prepaid, unused fees for the terminated portion.

14. Modifications to the Service and Terms

Cadence may add, remove, or modify features or functionalities of the Service at any time and may suspend or stop the Service. We will endeavor to give reasonable notice of major changes when feasible. We may update these Terms at any time. If we make material changes, we will notify you by email or by posting a prominent notice on our site prior to the change becoming effective. The "Last Updated" date at the top of these Terms indicates when the latest changes were made. Continued use after changes take effect constitutes acceptance.

15. Termination

By You. You may stop using the Service at any time. You may delete your account or cancel a subscription as outlined in Section 5. If you wish to have your account closed and data deleted, please contact privacy@heycadence.ai or use the privacy request web form.

By Cadence. We may terminate or suspend your account and access to the Service, with or without prior notice, if: (a) you violate these Terms or our Privacy Policy; (b) we suspect fraudulent, abusive, or unlawful activity; (c) non‑payment of fees; or (d) we elect to discontinue the Service. We will make a good‑faith effort to notify you when practicable.

Effect of Termination. Upon termination, your rights and licenses immediately cease. Sections that by their nature should survive (e.g., ownership, confidentiality, privacy, disclaimers, limitations of liability, indemnities, dispute resolution, governing law) will survive. If your account is terminated without cause (e.g., Service discontinuation), we will refund any prepaid fees for the remaining subscription term, pro‑rated to the termination date. No refunds apply if termination results from your breach.

16. Governing Law

For purposes of determining governing law, the "Customer Address" means the primary address for your organization or, if you are an individual, the address you provide—in each case as indicated on the initial order form or account registration.

• Customer Address in the United States. These Terms and any action related thereto are governed by the laws of the State of California, USA, and applicable U.S. federal law, without regard to conflict of law principles.
• Customer Address in Canada or any other country. These Terms and any action related thereto are governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Cadence is controlled and operated from Canada, but may be accessible worldwide. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local law.

17. Dispute Resolution and Venue

Venue. Except where prohibited by law, disputes shall be brought in: (a) San Francisco, California, USA if California law applies under Section 16; or (b) Calgary, Alberta, Canada if Alberta law applies. You and Cadence consent to personal jurisdiction and venue in such courts and waive objections (including forum non conveniens). Cadence may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Waiver of Jury Trial. To the extent permitted by law, both parties waive the right to a jury trial.

No Class Actions. To the extent permitted by law, claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If any portion of this Section is unenforceable, it will be severed and the remainder will apply.

18. International Privacy and Export Compliance

Cadence is offered from Canada and the United States to users in multiple jurisdictions. Personal data is handled in accordance with our Privacy Policy and applicable privacy laws. You agree to comply with relevant export control and trade sanctions laws, represent that you are not located in an embargoed country, and are not a prohibited or restricted party.

19. Miscellaneous

Entire Agreement. These Terms (together with the Privacy Policy, any Order Form, and other referenced policies) constitute the entire agreement and supersede all prior agreements regarding the Service.

Order of Precedence. If there is a direct conflict between an Order Form executed by you and Cadence and these Terms, the Order Form controls with respect to the conflicting subject matter, unless the Order Form expressly states otherwise.

Assignment. You may not assign these Terms without Cadence's prior written consent. We may assign these Terms in whole or in part (e.g., in connection with a merger, acquisition, or sale of assets). These Terms bind and inure to the benefit of the parties and their successors and permitted assigns.

Waiver and Severability. A failure to enforce any provision is not a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in full force.

No Agency. No joint venture, partnership, employment, or agency relationship is created by these Terms. You may not bind Cadence.

Force Majeure. Cadence is not liable for delays or failures (other than payment obligations) due to causes beyond its reasonable control (e.g., acts of God, war, terrorism, civil unrest, pandemics, strikes, supply or transportation disruption, or Internet failures).

Headings. Headings are for convenience only.

Language. These Terms are in English. Any translation is for convenience; the English version controls.

20. Contact Information and Notices