Subscription Services Agreement

This Subscription Agreement ("Agreement") is entered into as of the Effective Date by and between Cadenya, Inc., a Delaware corporation ("Cadenya"), and the entity identified in the Order Form ("Customer"). By executing an Order Form, clicking "I Agree," or accessing the Service, Customer agrees to be bound by this Agreement.

1. DEFINITIONS

2. ACCESS TO THE SERVICE; LICENSE GRANT

• 1. Subject to the terms of this Agreement and timely payment of Fees, Cadenya grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business operations in accordance with this Agreement, the Order Form, and the Documentation.
  2. Customer may permit Authorized Users to access the Service on its behalf, provided Customer remains responsible for all use by Authorized Users and ensures their compliance with this Agreement.
  3. The license does not include the right to: (i) sublicense, resell, or provide access to any third party beyond Authorized Users; (ii) reverse engineer, decompile, or disassemble any portion of the Service; (iii) modify or create derivative works; (iv) use the Service to build or train a competing product or service; (v) circumvent security, usage monitoring, or data retention controls; (vi) publish benchmark or performance test results without Cadenya's prior written consent; or (vii) use the Service in violation of applicable law or Service Provider Policies.

3. ACCEPTABLE USE POLICY

• 1. Customer will not use the Service, and will ensure its Authorized Users do not use the Service, to:

(a) generate, distribute, or facilitate the creation of content that is illegal, harmful, fraudulent, deceptive, defamatory, harassing, or that violates any third party's rights;

(b) process Special Categories of Personal Data (as defined under GDPR Art. 9) without implementing appropriate safeguards and without notifying Cadenya in advance;

(c) configure Agents to take Actions on systems or APIs that Customer does not own or have express authorization to access; (d) circumvent, disable, or compromise the safety filters or content policies of any Service Provider;

(e) engage in unauthorized scraping, crawling, data mining, or denial-of-service attacks through Agent execution;

(f) process data subject to HIPAA, PCI-DSS, ITAR, EAR, or other sector-specific regulations without obtaining Cadenya's prior written approval and entering into any required addenda;

(g) train, fine-tune, or distill any third-party or competing AI model using outputs from the Service without Cadenya's prior written consent; or

(h) violate applicable AI-specific laws and regulations, including the EU AI Act or any other applicable AI regulation, in connection with Customer's use of the Service.

• 1. Cadenya reserves the right to suspend or terminate Customer's access to the Service immediately, without prior notice, if Cadenya has a reasonable basis to believe Customer is in material violation of this Section 3. Cadenya will use commercially reasonable efforts to provide notice and an opportunity to cure where it is practical to do so.

4. AGENT RUNTIME; AGENTIC USE PROVISIONS

Scope of Agent Authority

1. Customer is solely responsible for configuring the scope and boundaries of each Agent, including: (a) the Customer Systems and APIs the Agent may access; (b) the credential scopes granted to the Agent; (c) the types of Actions the Agent may take; and (d) any rate, volume, or operational limits applicable to Agent execution.
2. Customer acknowledges that Agents operate autonomously based on Customer-defined configurations. Cadenya does not independently evaluate, approve, or monitor the content, scope, or appropriateness of individual Actions or Agent decisions.

Human Oversight and Irreversible Actions

1. Customer is responsible for implementing appropriate human review, approval gates, and oversight mechanisms for Agent outputs and Actions including but not limited to financial transactions, data deletion or modification, outbound communications, code execution, and interactions with production systems.
2. Customer acknowledges that Agent outputs are generated in part by Service Providers and may contain errors, hallucinations, biases, or factually incorrect content. Customer assumes all risk associated with relying on Agent outputs without independent human verification, and shall not hold Cadenya liable for decisions made based on unverified Agent outputs.

4.3 Service Provider Calls

The Service orchestrates calls to Service Providers on Customer's behalf. Customer acknowledges:

(a) Service Provider calls are governed by the applicable Service Provider Policies, which Customer is independently responsible for reviewing and accepting;

(b) Cadenya is not a party to Customer's relationship with any Service Provider and does not control how Service Providers process transmitted data;

(c) Customer is responsible for ensuring data transmitted to Service Providers complies with applicable law and any restrictions on data sharing;

(d) Service Providers and their applicable policies are identified in the Documentation, which may be updated upon notice; and

(e) Cadenya disclaims all liability for Service Provider errors, hallucinations, policy violations, or service outages.

(f) If Cadenya is notified by a Service Provider of a security incident that may materially affect Customer Data transmitted through the Agent Runtime, Cadenya will promptly (but within 72 hours) relay such notice to Customer.

Automated Decision-Making Acknowledgment

Customer acknowledges that the Service facilitates automated decision-making processes. To the extent applicable law grants data subjects rights with respect to solely automated decisions that produce legal or similarly significant effects, Customer — as the data controller for data processed through Agent executions — is responsible for: (a) determining whether such rights apply to its Agent configurations; (b) implementing appropriate safeguards, including human review mechanisms; and (c) providing required notices to affected data subjects.

4.5 API Credentials

1. Customer is responsible for the security, confidentiality, and proper scope limitation of all API credentials, tokens, and authentication materials provided to the Service. Customer should: (i) apply the principle of least privilege when provisioning credentials; (ii) rotate credentials regularly; (iii) immediately revoke credentials if compromise is suspected; and (d) notify Cadenya promptly of any suspected unauthorized access.
2. Cadenya will store Customer credentials using industry-standard encryption at rest and in transit. Cadenya shall not be liable for unauthorized access to or misuse of Customer Systems arising from credential compromise unless caused by Cadenya's gross negligence or willful misconduct.

Agent Outputs

1. Agent outputs are AI-generated and may be incomplete, inaccurate, biased, or otherwise flawed. Customer is solely responsible for reviewing, validating, and accepting any Agent output before acting upon it. CADENYA EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT AGENT OUTPUTS ARE ACCURATE, COMPLETE, UNBIASED, SAFE, OR FIT FOR ANY PARTICULAR PURPOSE.
2. Subject to Section 11 (Intellectual Property), as between Customer and Cadenya, Customer owns all Agent outputs generated through Customer's use of the Service.

5. FEES AND PAYMENT

• 1. Customer will pay Cadenya the fees set forth in the Order Form ("Fees”) via credit card. All Fees are in U.S. Dollars and non-refundable except as expressly stated in this Agreement.
  2. Cadenya may modify Fees upon thirty (30) days' written notice, effective at the start of the next Renewal Term.
  3. Customer is responsible for all taxes, levies, or duties associated with the Agreement, excluding taxes based on Cadenya's net income.
  4. Invoices are due within thirty (30) days of receipt. Overdue may amounts accrue interest at 1.5% per month or the maximum lawful rate. Cadenya may suspend access after ten (10) days' written notice for non-payment of undisputed amounts.

6. CUSTOMER OBLIGATIONS

• 1. Customer agrees to: (a) use the Service only for lawful purposes in compliance with all applicable laws; (b) maintain accurate account information; (c) implement and maintain appropriate technical and organizational security measures; (d) comply with all applicable export control laws; and (e) comply with Service Provider Policies as required by Section [ ].
  2. Customer is solely responsible for the accuracy, lawfulness, and appropriateness of all configurations, prompts, and instructions provided to Agents, including workflow design, target system selection, and permission scope.
  3. Retention Period Notice. Customer acknowledges that Execution Logs are automatically and permanently deleted after the retention period of set out in the Order Form (“Retention Period”). Customer is responsible for retrieving any required Execution Log data before expiration. Cadenya is not liable for Customer's failure to retrieve data before deletion.

7. CONFIDENTIALITY

7.1 "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

• 1. The Receiving Party will: (a) use Confidential Information solely for purposes of this Agreement; (b) protect it with at least the same care used for its own confidential information of a similar nature, but no less than reasonable care; and (c) not disclose it to any third party without prior written consent, except to employees, contractors, or human agents with a need to know who are bound by confidentiality obligations no less restrictive than these.
  2. Confidentiality obligations do not apply to information that: (a) becomes publicly available through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt notice is given and the parties cooperate to seek a protective order.
  3. Confidentiality obligations will survive termination of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets will survive indefinitely.

8. DATA HANDLING, RETENTION, AND SECURITY

Customer Data

1. Customer retains all ownership of Customer Data. Customer grants Cadenya a limited, non-exclusive license to process Customer Data solely as necessary to: (a) provide the Service; (b) maintain, improve, and secure the Service; and (c) comply with applicable law. Cadenya will not use Customer Data to train proprietary AI models without Customer's express written consent.

Data Retention

1. Agent logs are retained for fourteen (14) days from creation and then permanently deleted from Cadenya's production systems. Customer is solely responsible for retrieving any required Execution Log data before expiration. Cadenya is not liable for any data loss arising from the expiration of the Retention Period.
2. Cadenya may retain Telemetry Data (as defined in the Privacy Policy) indefinitely for its internal business purposes, including product improvement purposes, provided such data cannot reasonably be used to identify Customer or any individual.

Security

1. Cadenya will implement and maintain reasonable technical and organizational security measures, including: (a) AES-256 encryption at rest and TLS 1.2+ in transit; (b) access controls and authentication requirements for Cadenya personnel; (c) regular security assessments; and (d) incident response procedures.
2. Cadenya will notify Customer within seventy-two (72) hours of confirming a security breach that materially affects Customer Data.

9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

9.1 Mutual Representations

Each party represents and warrants that: (i) it has legal authority to enter into this Agreement; (ii) this Agreement constitutes a valid, binding obligation; and (iii) it will comply with all applicable laws.

9.2 Disclaimer

EXCEPT AS SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CADENYA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CADENYA DOES NOT WARRANT THAT: (A) THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; (B) AGENT OUTPUTS WILL BE ACCURATE, COMPLETE, UNBIASED, FREE FROM HALLUCINATIONS, OR FREE FROM ERRORS OR HARMFUL CONTENT; (C) SERVICE PROVIDER SERVICES WILL BE AVAILABLE OR PRODUCE DESIRED RESULTS; (D) THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS; OR (E) THE SERVICE WILL COMPLY WITH ANY AI-SPECIFIC LAWS OR REGULATIONS APPLICABLE TO CUSTOMER'S PARTICULAR USE CASE.

10. INTELLECTUAL PROPERTY

• 1. Cadenya retains all right, title, and interest in and to the Service, Agent Runtime, Documentation, and all improvements thereto, including all associated intellectual property rights.
  2. Customer retains all right, title, and interest in and to Customer Data and Agent outputs generated by Agents operating on Customer's behalf. Customer grants Cadenya the limited license set forth in Section 10.1.
  3. Feedback License. Customer grants Cadenya a non-exclusive, worldwide, royalty-free license to use and incorporate into the Service any Feedback (as defined below) provided by Customer, for the limited purpose of improving the Service. "Feedback" means suggestions, ideas, enhancement requests, or recommendations regarding the Service. This license does not grant Cadenya any rights to Customer's trade secrets, Customer Data, or Customer's pre-existing IP, and does not require Customer to provide Feedback.

11. INDEMNIFICATION

• 1. Cadenya will defend, indemnify, and hold harmless Customer from and against third-party claims arising out of or related to any claim that the Service infringes a third party's intellectual property rights.
  2. Customer will defend, indemnify, and hold harmless Cadenya from and against third-party claims arising out of or related to: (a) Customer Data or Customer configurations; (b) Customer's use of the Service in violation of this Agreement or applicable law; (c) Actions taken by Agents within the scope of Customer's Authorized Actions configuration; (d) Customer's breach of any representation or warranty; or (e) any claim that the combination of the Service with Customer Systems infringes a third party's intellectual property rights.
  3. Indemnification obligations are subject to: (a) prompt written notice; (b) the indemnifying party having sole control of defense and settlement (with reasonable cooperation from the indemnified party); and (c) the indemnified party not making admissions of liability without prior consent.
  4. In addition, if a third party asserts that the Service (excluding Customer Data and Customer configurations) infringes any patent, copyright, or trade secret, Cadenya will modify the Service to be non-infringing, obtain a license, or terminate the affected Service and refund prepaid Fees.

12. LIMITATION OF LIABILITY

• 1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. LIABILITY CAP. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
  3. AGENT ACTIONS. CADENYA'S LIABILITY FOR DAMAGES CAUSED BY AGENT ACTIONS ON CUSTOMER SYSTEMS (INCLUDING DATA LOSS, MODIFICATION, FINANCIAL TRANSACTIONS, OR OUTBOUND COMMUNICATIONS) IS EXPRESSLY SUBJECT TO THE CAPS AND EXCLUSIONS IN THIS SECTION 13. CUSTOMER ACKNOWLEDGES THAT CADENYA HAS NO ABILITY TO REVERSE OR UNDO ACTIONS TAKEN BY AGENTS ON CUSTOMER SYSTEMS AND THAT RESPONSIBILITY FOR SUCH ACTIONS RESTS WITH CUSTOMER'S CONFIGURATION.
  4. ESSENTIAL BASIS. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN.
  5. EXCEPTIONS. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer's indemnification obligations under Section 11; (b) Cadenya's IP indemnification under Section 10.4; or (c) damages arising from gross negligence, willful misconduct, or fraud by either party.

13. TERM AND TERMINATION

• 1. This Agreement commences on the Effective Date and continues for the Initial Term specified in the Order Form. Unless otherwise specified, it automatically renews for successive one-year Renewal Terms unless either party provides written notice of non-renewal (including via electronic mail or similar means) at least thirty (30) days before the end of the then-current term.
  2. Either party may terminate immediately upon written notice if the other: (a) materially breaches and fails to cure within thirty (30) days after notice; or (b) becomes insolvent or files for bankruptcy protection.
  3. Upon expiration or termination: (a) all licenses terminate; (b) Customer ceases all use of the Service; (c) Customer may retrieve Customer Data via the Service for thirty (30) days post-termination, after which Cadenya will delete Customer Data (subject to legal retention obligations); (d) Sections 8, 10.3, 11, 12, 13, and 14 survive.

14. GENERAL PROVISIONS

• 1. Governing Law; Dispute Resolution. This Agreement is governed by New York law, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction of state and federal courts in New York, New York. Before filing litigation, the parties will attempt good-faith executive-level negotiations for thirty (30) days, followed by non-binding mediation if negotiations fail.
  2. Force Majeure. Neither party will be liable for delays or failures resulting from causes beyond its reasonable control, including Service Provider outages and internet infrastructure failures. The affected party will promptly notify the other and use commercially reasonable efforts to resume performance.
  3. Notices. Legal notices must be in writing delivered by personal delivery, overnight courier, or certified mail to the address in the Order Form. Operational notices may be sent by email.
  4. Assignment. Customer may not assign this Agreement without Cadenya's prior written consent (not to be unreasonably withheld), except in a merger, acquisition, or asset sale. Cadenya may assign without consent in a merger, acquisition, or corporate reorganization.
  5. This Agreement constitutes the entire agreement of the Parties on the subject matter hereof.
  6. Severability; Waiver; Independent Contractors. If any provision is found invalid, remaining provisions continue in full force. Failure to enforce any provision is not a waiver. The parties are independent contractors.
  7. Publicity. Customer consents to Cadenya identifying Customer by name and logo as a customer, subject to revocation in writing.
  8. Export Compliance. Customer will comply with all applicable U.S. and foreign export control and sanctions laws.