Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Cadlyx, LLC ("Cadlyx", "Provider", "we", "us") and you, the customer entering into this agreement ("Customer", "you", "your"). By creating an account, accessing, or using the Cadlyx platform (the "Service"), you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, in which case "Customer" refers to that organization.

Capitalized terms have the meanings given in Section 13 (Definitions).

1. The Service

1.1 Access and Use

During your active subscription and subject to these Terms, Customer may (a) access and use the Cloud Service, and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case for Customer's internal business purposes. If a Customer Affiliate enters into a separate subscription with Provider, that Affiliate's subscription is a separate agreement between Provider and the Affiliate, and Customer is not responsible for its Affiliate's agreement.

1.2 Support

During your active subscription, Provider will provide the Technical Support described on the Cadlyx website or in your subscription plan details. Standard support is provided via [email protected].

1.3 User Accounts

Customer is responsible for all actions on Users' accounts and for all Users' compliance with these Terms. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity on its accounts, or if any credentials become compromised.

1.4 Feedback and Usage Data

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS." Provider may use all Feedback freely without restriction or obligation. Provider may also collect and analyze Usage Data and use Usage Data freely to maintain, improve, and promote Provider's products and services. Provider will only disclose Usage Data to others if it is aggregated and does not identify Customer or Users.

1.5 Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Service and related offerings. Customer is responsible for the accuracy and content of Customer Content. Customer retains all right, title, and interest in and to the Customer Content.

1.6 Machine Learning and AI Processing

Provider will not use Customer Content (including, without limitation, CAD files, drawings, technical specifications, design data, or other engineering assets uploaded by Customer or its Users) to develop, train, fine-tune, or enhance any artificial intelligence or machine learning model. Provider may use Usage Data for such purposes only if it is fully aggregated and de-identified such that it cannot reasonably be associated with Customer, any User, or any Customer Content. This restriction applies regardless of whether the model is owned by Provider, a third-party subprocessor, or any other party.

Provider's AI and machine learning inference is performed via Amazon Web Services Bedrock, region-pinned to us-east-2 for the Standard tier, under AWS Service Terms §50, which contractually prohibits the use of Customer prompts and outputs for training or improvement of foundation models and prohibits sharing such data with foundation model providers. The full list of AI subprocessors is at /legal/subprocessors.

Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Features that include AI/ML models are not human and are not a substitute for human oversight. Customer is responsible for independently verifying any AI-generated outputs (including quotes, cost estimates, and engineering recommendations) before relying on them for production use.

2. Subscription and Fees

2.1 Subscription Period

The initial subscription period is shown at signup or in your organization's subscription details (the "Subscription Period"). Each Subscription Period automatically renews for successive periods of equal length unless either party provides notice of non-renewal at least 30 days before the end of the current Subscription Period.

2.2 Fees

Fees are stated in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed under specific termination rights given in these Terms, Fees are non-refundable.

2.3 Automatic Payment

For subscriptions on automatic payment, Provider will automatically charge the credit card or other payment method on file according to the billing cycle shown at signup, and Customer authorizes all such charges. Provider will make a copy of Customer's bills and transaction history available to Customer in the Service.

2.4 Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. Customer is not responsible for Provider's income taxes.

2.5 Payment Disputes

If Customer has a good-faith disagreement about Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is reached, each party may pursue any remedies available under these Terms or Applicable Laws.

3. Customer Data and Privacy

Customer retains ownership of Customer Content, including all CAD files, drawings, design data, quotes, and related materials Customer or its Users upload to the Service. Provider's processing of Customer Content is limited to the purposes described in Section 1 and is further governed by the Privacy Policy and, where applicable, the Data Processing Addendum.

Before submitting Personal Data governed by GDPR, UK GDPR, or comparable laws, Customer must enter into a data processing agreement with Provider. The DPA at /legal/dpa applies by reference for self-serve customers; enterprise customers may execute a counter-signed DPA via [email protected].

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Service unless expressly authorized. Prohibited Data is defined in Section 13 and includes protected health information, financial account numbers, government ID numbers, and special categories of personal data under GDPR.

Controlled and export-regulated data. The Standard tier of the Service is not authorized or configured to receive, store, or process export-controlled or government-restricted technical data. Customer may not upload or otherwise submit ITAR-controlled technical data, EAR-controlled technical data, Controlled Unclassified Information (CUI), Covered Defense Information (CDI), defense technical data, or customer-flowdown restricted data to the Service unless Provider has confirmed in writing that Customer's subscription tier is authorized and configured for that category of data. Customer is solely responsible for determining the export-control and handling status of Customer Content before submitting it. Provider may, but is not obligated to, screen, reject, quarantine, or delete any file that appears to bear controlled-data markings; any such screening is a backstop that does not relieve Customer of its obligations under this paragraph and does not constitute Provider's authorization to receive or handle controlled data.

4. Acceptable Use

Customer's use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. The Restrictions on Customer in Section 2.1 of the AUP, and the Suspension rights in Section 2.2 of the AUP, are part of these Terms.

5. Confidentiality

5.1 Non-Use and Non-Disclosure

Except as authorized in these Terms or as needed to fulfill its obligations or exercise its rights under these Terms, Recipient will not use or disclose Discloser's Confidential Information. Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information, but no less than a reasonable standard of care.

5.2 Exclusions

Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

5.3 Required Disclosures

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

5.4 Permitted Disclosures

Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know it, but only if each is bound by confidentiality obligations at least as protective as those in this Section 5, and Recipient remains responsible for compliance.

6. Intellectual Property

Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Service, the Software, and the Documentation, whether developed before or after the Effective Date. Except for the limited rights in Sections 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into these Terms; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights under these Terms.

7.2 Customer Warranty

Customer represents and warrants that Customer, all Users, and anyone submitting Customer Content each have all rights necessary to submit Customer Content to the Service and to allow the use of Customer Content as described in these Terms.

7.3 Provider Warranty

Provider represents and warrants that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

7.4 Provider Warranty Remedy

If Provider breaches the warranty in Section 7.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Provider will attempt to restore general functionality. If Provider cannot resolve the issue, Customer may terminate the affected subscription, and Provider will pay Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. This restoration obligation, and Customer's termination right, are Customer's only remedies for breach of Section 7.3.

7.5 Disclaimer of Other Warranties

Provider makes no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in this Section 7 do not apply to any misuse or unauthorized modification of the Service, nor to any product or service provided by anyone other than Provider. Except for the warranties in this Section 7, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Indemnification

8.1 Provider Covered Claims

Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from those Covered Claims. Provider Covered Claims means any action, proceeding, or claim that the Cloud Service, when used by Customer according to these Terms, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.

8.2 Customer Covered Claims

Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees, that arise from those Covered Claims. Customer Covered Claims means any action, proceeding, or claim that (1) the Customer Content, when used according to these Terms, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights, or (2) results from Customer's breach or alleged breach of the Acceptable Use Policy.

8.3 Procedure

The Indemnifying Party's obligations are contingent upon the Protected Party (a) promptly notifying the Indemnifying Party of each Covered Claim, (b) providing reasonable assistance at the Indemnifying Party's expense, and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. The Protected Party may participate with its own attorneys at its own expense. The Indemnifying Party may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the Protected Party's prior written consent.

8.4 Changes to Service

If required by settlement or court order, or if reasonably necessary in response to a Provider Covered Claim, Provider may (a) obtain the right for Customer to continue using the Service, (b) replace or modify the affected component without materially reducing general functionality, or (c) if neither (a) nor (b) is reasonable, terminate the affected subscription and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.

8.5 Exclusions

Provider's indemnity obligations do not apply to claims arising from (i) modifications to the Service not authorized by Provider, (ii) unauthorized use of the Service in violation of these Terms, (iii) use of the Service in combination with items not provided by Provider, or (iv) use of an old version of the Service where a newer release would have avoided the claim. Customer's indemnity obligations do not apply to claims resulting from unauthorized use of the Customer Content in violation of these Terms.

8.6 Exclusive Remedy

This Section 8, together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

9. Limitation of Liability

9.1 Liability Caps

Except as provided in Section 9.5 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to these Terms will not be more than the General Cap Amount, which is 1.0 times the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim. For Increased Claims, each party's total cumulative liability will not be more than the Increased Cap Amount, which is 3.0 times the Fees paid or payable in the 12 month period immediately before the claim. For Data Incident Claims, each party's total cumulative liability will not be more than the Data Incident Cap Amount, which is 5.0 times the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

9.2 Data Incident Claims

Data Incident Claims means any claim arising from a Data Incident, which means any unauthorized access, disclosure, loss, alteration, or misuse of Customer Content (including CAD files, drawings, technical specifications, quote data, or customer records) caused by Provider's breach of its confidentiality, privacy, or data-security obligations under these Terms. The Data Incident Cap Amount in Section 9.1 is the applicable cap for Data Incident Claims, except where the Data Incident results from Provider's gross negligence, willful misconduct, fraud, or intentional misuse, in which case the claim is an Unlimited Claim under Section 9.5 and no cap applies.

9.3 Increased Claims

Increased Claims means: (a) breach of Section 3 (Customer Data and Privacy) other than a Data Incident, (b) breach of Section 5 (Confidentiality) excluding any Data Incident, and (c) an Indemnifying Party's indemnification obligation under Section 8.

9.4 Damages Waiver

Except as provided in Section 9.5, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to these Terms, even if the party is informed of the possibility of this type of damage in advance.

9.5 Exceptions (Unlimited Claims)

The liability caps in Section 9.1 do not apply to Unlimited Claims, which means: (a) Customer's payment obligations under Section 2; (b) breach of Section 5 (Confidentiality) resulting from gross negligence or willful misconduct, excluding any Data Incident; (c) either party's gross negligence, willful misconduct, fraud, or intentional misuse; (d) a Data Incident resulting from Provider's gross negligence, willful misconduct, fraud, or intentional misuse; and (e) Customer's breach of the Acceptable Use Policy. For clarity, each party's indemnification obligation under Section 8 is an Increased Claim subject to the Increased Cap Amount under Section 9.1, and a Data Incident not within clause (d) of this Section is a Data Incident Claim subject to the Data Incident Cap Amount under Section 9.1; neither is an Unlimited Claim. Section 9.4 (Damages Waiver) does not apply to Unlimited Claims or to a breach of Section 5 (Confidentiality). Nothing in these Terms will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

9.6 Applicability

The limitations and waivers in this Section 9 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

9.7 Limitation on personal liability of members and managers

Customer acknowledges that Provider is a limited liability company. No member, manager, officer, employee, or agent of Provider shall be personally liable for any of Provider's obligations under these Terms, and Customer's recourse for any breach by Provider shall be limited to Provider as an entity. This provision does not limit any liability of any individual for that individual's own gross negligence, willful misconduct, fraud, or violations of Applicable Laws.

10. Term and Termination

10.1 Term

These Terms start on the Effective Date (the date Customer first accepts these Terms) and continue for the longer of one year or until all subscriptions governed by these Terms have ended. Each subscription continues through its Subscription Period and automatically renews unless one party gives notice of non-renewal before the Non-Renewal Notice Date.

10.2 Termination for Cause

Either party may terminate these Terms or any subscription immediately if the other party (a) fails to cure a material breach following 30 days notice, (b) materially breaches these Terms in a manner that cannot be cured, (c) dissolves or stops conducting business without a successor, (d) makes an assignment for the benefit of creditors, or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

10.3 Force Majeure Termination

Either party may terminate an affected subscription upon notice if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. Provider will pay Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued before termination.

10.4 Effect of Termination

Termination of these Terms automatically terminates all subscriptions governed by these Terms. Upon expiration or termination: (a) Customer will no longer have any right to use the Service; (b) upon Customer's request, Provider will delete Customer Content within 60 days; (c) each Recipient will return or destroy Discloser's Confidential Information in its possession or control; and (d) Provider will submit a final invoice for all outstanding Fees, which Customer will pay according to Section 2.

10.5 Survival

The following sections will survive expiration or termination: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2 (Subscription and Fees) for Fees accrued or payable before termination, Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Warranties and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Effect of Termination), 10.5 (Survival), 11 (Governing Law and Disputes), 12 (General), and 13 (Definitions). Each Recipient may retain Discloser's Confidential Information in accordance with standard backup or record retention policies, in which case Sections 3 and 5 continue to apply to that retained information.

11. Governing Law and Disputes

These Terms are governed by the laws of the State of Ohio, without regard to conflict of laws principles. The parties will bring any legal suit, action, or proceeding about these Terms in the courts (whether state, federal, or otherwise) located in Summit County, Ohio (or, for federal claims, the United States District Court for the Northern District of Ohio), and each party irrevocably submits to the exclusive jurisdiction of those courts.

Despite the foregoing, a breach of Section 5 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon the actual or threatened breach of Section 5 or violation of intellectual property rights, the non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12. General

12.1 Entire Agreement

These Terms (together with the Acceptable Use Policy, Privacy Policy, and any DPA executed between the parties) are the entire agreement between the parties about their subject and supersede all prior or contemporaneous statements about that subject. Provider expressly rejects any terms in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms in any Customer documentation or online vendor portal will apply unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative.

12.2 Modifications, Severability, Waiver

Provider may update these Terms from time to time. Material changes will be communicated to account administrators by email at least 30 days before they take effect, and continued use of the Service after the effective date constitutes acceptance. Any other waiver, modification, or change to these Terms must be in writing and signed or electronically accepted by each party. If any term is determined to be invalid or unenforceable, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right will not constitute a waiver of that term, option, or right.

12.3 Assignment

Neither party may assign any rights or obligations under these Terms without the prior written consent of the other party. However, either party may assign these Terms upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which these Terms relate. Any attempted but non-permitted assignment is void.

12.4 Beta Products

If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 7.3 does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental and may be modified or removed at Provider's discretion with or without notice.

12.5 Logo Rights

Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services. Customer may opt out by emailing [email protected].

12.6 Notices

Notices to Provider must be sent to [email protected]. Notices to Customer will be sent to the email address on file for the Customer's account administrator. Notices are deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery, or (b) two days after mailing if by overnight commercial delivery.

12.7 Independent Contractors; Third-Party Beneficiaries

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation. There are no third-party beneficiaries of these Terms.

12.8 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of these Terms if caused by a Force Majeure Event. However, this section does not excuse Customer's obligation to pay Fees.

12.9 Export Controls and Sanctions

Customer may not remove or export from the United States or allow the export or re-export of the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country, (b) an entity organized under the laws of an Embargoed Country, (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or other applicable governments, or (d) 50% or more owned by any such designated party. Provider may terminate these Terms immediately without notice or liability to comply with applicable export controls and sanctions laws. Customer's obligations regarding export-controlled and government-restricted technical data are further described in Section 3.

12.10 Government Rights

The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government will be governed solely by these Terms, and all other use is prohibited.

12.11 Anti-Bribery

Neither party will take any action that would violate any Applicable Laws prohibiting the offering, giving, promising, or receiving of money or anything of value to any third party to retain or obtain business. Examples include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.12 Interpretation

Section titles are for convenience only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to these Terms.

13. Definitions

"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

"Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

"Beta Product" means an early or prerelease feature or version of the Service that is identified as beta or similar, or a version of the Service that is not generally available.

"Cloud Service" means the Cadlyx platform for CAD analysis, quote generation, and supplier collaboration for manufacturing buyers and suppliers, made available at cadlyx.com and related domains.

"Confidential Information" means information in any form disclosed by or on behalf of a Discloser to a Recipient in connection with these Terms that (a) the Discloser identifies as "confidential," "proprietary," or the like, or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Service.

"Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Service, including CAD files, drawings, technical specifications, quote inputs, and supplier records, but excludes Feedback.

"Discloser" means a party when providing or disclosing Confidential Information to the other party.

"Documentation" means the usage manuals and instructional materials for the Cloud Service or Software made available by Provider, including documentation at docs.cadlyx.com.

"Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

"Feedback" means suggestions, feedback, or comments about the Service or related offerings.

"Fees" means the applicable amounts described at signup or in your organization's subscription details.

"Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

"High Risk Activity" means any situation where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.

"Personal Data" has the meaning(s) set forth in the Applicable Data Protection Laws.

"Prohibited Data" means (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information set forth in the Applicable Data Protection Laws.

"Recipient" means a party when receiving Confidential Information from the other party.

"Service" means the Cloud Service, Software, and Documentation collectively.

"Software" means the client-side software or applications made available by Provider for Customer to install, download, or execute as part of the Service (including in-browser client code).

"Standard Terms" means the Common Paper Cloud Service Agreement Standard Terms Version 2.1, posted at commonpaper.com/standards/cloud-service-agreement/2.1, from which these Terms are adapted.

"Usage Data" means data and information about the provision, use, and performance of the Service based on Customer's or User's use of the Service.

"User" means any individual who uses the Service on Customer's behalf or through Customer's account.

Data Processing

For customers subject to GDPR, CCPA, or similar privacy laws, the Data Processing Addendum is incorporated by reference and governs Cadlyx's processing of personal data.

Privacy

Cadlyx's collection and use of information about you and your end users is described in the Privacy Policy.

Subprocessors

Cadlyx engages third-party subprocessors to provide the Service. The current list, including AWS Bedrock for AI inference, is published at /legal/subprocessors and is updated before any change takes effect.

Contact

For legal questions or notices, contact [email protected].

These Terms are adapted from the Common Paper Cloud Service Agreement Standard Terms Version 2.1, used under the Creative Commons CC BY 4.0 license. Cadlyx-specific Cover Page values (governing law, liability caps, AI/ML training carve-out) are incorporated inline.