Cadence Terms of Service

Last updated: June 22, 2026  
Version: 0.2

These Terms of Service (the "Terms") govern access to and use of the Cadence platform and related services ("Cadence" or the "Services"). By creating an account, clicking to accept these Terms, or using the Services, the customer organization identified during signup or in an order form ("Customer") agrees to these Terms.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not have that authority or do not agree to these Terms, do not create an account or use the Services.

### 1. Services

Cadence provides an AI-powered people operations platform for 1:1 management workflows, performance and goals, employee relations workflows, recognition, surveys, job architecture, and organizational intelligence. Customer may use the Services only for lawful internal business purposes and in accordance with these Terms, the applicable order, and Cadence documentation.

### 2. Account Administration

Customer is responsible for identifying authorized users, maintaining account credentials, configuring permissions, and ensuring that Customer users comply with these Terms. Customer is responsible for all activity under its accounts except to the extent caused by Cadence's breach of these Terms.

### 3. Customer Data

"Customer Data" means data, content, records, files, employee information, performance information, notes, survey data, employee relations case information, recordings, transcripts, and other materials submitted to or processed through the Services by or on behalf of Customer.

Customer owns Customer Data. Customer grants Cadence a limited license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, support, improve, and operate the Services, comply with law, and exercise rights under these Terms.

Customer is responsible for the accuracy, quality, legality, and lawful collection of Customer Data, including notices and consents required for employee monitoring, workplace recordings, biometric information, employment decisions, and cross-border data transfers.

### 4. Privacy and Data Processing

The Cadence Privacy Policy explains how Cadence handles personal information. The Cadence Data Processing Agreement ("DPA") applies when Cadence processes personal data on behalf of Customer as a processor or service provider. The DPA is incorporated into these Terms.

### 5. Workplace Recording and AI Analysis

Some current or planned Cadence functionality may involve recordings, transcripts, sentiment analysis, tone analysis, coaching insights, or AI-generated summaries. Customer must not enable or use recording, transcription, biometric, or AI-analysis features unless Customer has provided all notices and obtained all consents required by applicable law.

Cadence may provide technical consent workflows, but Customer remains responsible for determining whether those workflows satisfy Customer's legal obligations in each jurisdiction where Customer uses the Services. Customer may not use Cadence to make unlawful employment decisions or to evade required adverse-action, employee notice, consultation, or due-process obligations.

### 6. Acceptable Use

Customer will not, and will not permit users to:

- use the Services for unlawful discrimination, retaliation, harassment, surveillance, or other unlawful employment practices;
- upload unlawful, infringing, or malicious content;
- attempt to access another customer's data or Cadence systems without authorization;
- reverse engineer the Services except where prohibited by law;
- interfere with Service security, availability, or integrity;
- use the Services to train competing models or build a competing product without Cadence's written consent.

### 7. AI Outputs

Cadence may generate summaries, recommendations, classifications, scores, risk signals, or other outputs using artificial intelligence ("AI Outputs"). AI Outputs are decision-support tools only. Customer is responsible for reviewing AI Outputs before relying on them and for all employment, compensation, discipline, promotion, termination, or other workplace decisions.

Cadence does not warrant that AI Outputs are complete, accurate, unbiased, or legally sufficient for any employment decision. Customer must maintain human review and legally required due process for adverse employment actions.

### 8. Fees and Payment

Customer will pay all fees described at signup, in the applicable order, or in the billing interface. Fees are non-refundable except as expressly stated. Customer authorizes Cadence and its payment processor to charge the payment method provided. Customer is responsible for taxes except taxes based on Cadence's net income.

### 9. Confidentiality

Each party may receive non-public information from the other party that is marked confidential or should reasonably be understood as confidential. The receiving party will use confidential information only to perform under these Terms and will protect it using reasonable care. Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, or rightfully received from a third party.

### 10. Security

Cadence will maintain an information security program with administrative, technical, and physical safeguards designed to protect Customer Data. Security commitments for personal data are further described in the DPA and security exhibit.

### 11. Intellectual Property

Cadence and its licensors own the Services, software, models, workflows, documentation, templates, design, know-how, and related intellectual property. Customer owns Customer Data. Customer may provide feedback, and Cadence may use feedback without restriction or obligation.

### 12. Third-Party Services

The Services may interoperate with third-party services such as identity providers, HRIS systems, payment processors, email providers, cloud infrastructure, video conferencing systems, or analytics providers. Customer's use of third-party services is governed by Customer's agreement with those providers. Cadence is not responsible for third-party services outside Cadence's control.

### 13. Suspension

Cadence may suspend access to the Services if Customer fails to pay undisputed fees, creates a security risk, violates these Terms, or uses the Services unlawfully. Cadence will use reasonable efforts to provide notice and limit suspension to the affected accounts or functionality where practicable.

### 14. Term and Termination

These Terms begin when Customer accepts them and continue until terminated. Either party may terminate for material breach if the breach is not cured within 30 days after written notice. Cadence may terminate immediately for unlawful use, security risk, or material acceptable-use violations. Upon termination, Customer must stop using the Services. Data export, deletion, and return are governed by the DPA and Cadence's then-current retention settings.

### 15. Disclaimers

The Services are provided "as is" except as expressly stated in these Terms. Cadence disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Cadence does not provide legal, HR, employment, medical, or financial advice.

### 16. Limitation of Liability

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility. Each party's aggregate liability under these Terms will not exceed the amounts paid or payable by Customer to Cadence for the Services in the 12 months before the event giving rise to liability.

The liability cap does not apply to payment obligations, confidentiality breaches, misuse of intellectual property, indemnification obligations, Customer's unlawful employment practices or consent failures, or liabilities that cannot legally be limited.

### 17. Indemnification

Customer will defend and indemnify Cadence against third-party claims arising from Customer Data, Customer's unlawful use of the Services, Customer's employment decisions, Customer's failure to provide required notices or obtain required consents, or Customer's violation of law.

Cadence will defend Customer against third-party claims alleging that the Services, as provided by Cadence, infringe a third party's intellectual property rights, and will pay damages finally awarded or settlement amounts approved by Cadence. Cadence has no obligation for claims arising from Customer Data, third-party services, modifications not made by Cadence, or use outside these Terms.

### 18. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in Delaware will have exclusive jurisdiction for disputes arising from these Terms, and each party consents to that jurisdiction and venue.

### 19. Changes to Terms

Cadence may update these Terms from time to time. Cadence will provide notice of material changes and may require Customer to accept updated Terms before continued use. Continued use after the effective date of non-material changes constitutes acceptance.

### 20. Contact

Legal notices to Cadence must be sent to the legal contact and address published by Cadence. Product support requests should be submitted through the support channel designated in the Services.