Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website, platform, and services provided by Cadenova, Inc. ("Cadenova," "we," "us"), a Delaware corporation based in New York, NY. By accessing or using our Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Definitions

"Services" means the Cadenova website (https://cadenova.com and its subdomains), the Cadenova software-as-a-service platform, and all related tools, integrations, APIs, and documentation.

"Customer" or "you" means the entity or individual accessing or using the Services, including its Authorized Users. In a business context, Customer refers to the organization, not individual users.

"Authorized Users" means individuals authorized by Customer to access the Services, including employees, contractors, and agents.

"Customer Content" means any data, materials, or content that Customer uploads, submits, or stores through the Services, including design sketches, product images, brand assets, collection plans, product catalogs, and sales records.

"Customer Outputs" means any work product that Customer creates using the Services, including but not limited to line sheets, collection printouts, moodboards, digital samples, AI-generated imagery, trend reports, and other materials produced through the platform's tools and features.

"De-Identified Data" means data derived from Customer Content or Customer's use of the Services that has been aggregated and anonymized such that it cannot reasonably be used to identify Customer, its products, designs, or trade secrets.

2. Account and Access

To use the platform, you must create an account with accurate information including your name, work email, and organization name. You are responsible for maintaining the security of your account credentials and for all activity under your account. You must notify us promptly at [email protected] of any unauthorized access.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. Customer is responsible for ensuring Authorized Users comply with these Terms.

3. License and Restrictions

3.1 License Grant

Subject to these Terms, Cadenova grants you a limited, non-exclusive, non-transferable license to access and use the Services during the applicable subscription term for your internal business purposes.

3.2 Restrictions

You shall not:

(a) reverse engineer, decompile, or attempt to derive the source code or algorithms of the Services;

(b) sublicense, resell, or make the Services available to third parties other than Authorized Users;

(c) use the Services to develop a competing product or service;

(d) use automated means to scrape or extract data from the Services beyond authorized APIs or export features;

(e) remove or alter any proprietary notices on the Services; or

(f) use the Services in violation of applicable law.

4. Fees and Pilot Programs

Access to certain features may require payment of fees as specified in an Order Form. Cadenova may offer free or pilot access at its discretion. Pilot access is provided "as is" without service level commitments and may be terminated with thirty (30) days' notice. All provisions of these Terms apply during pilot periods.

When applicable, fees are processed through Stripe, Inc. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. All fees exclude applicable taxes, which are Customer's responsibility.

5. Intellectual Property and Data Rights

5.1 Cadenova IP

The Services, including all software, algorithms, models, training data, designs, and documentation, are the exclusive property of Cadenova or its licensors. Nothing in these Terms transfers ownership of Cadenova's intellectual property to Customer.

5.2 Customer Content

Customer retains all right, title, and interest in Customer Content. Customer grants Cadenova a limited, non-exclusive license to use Customer Content solely as necessary to provide and maintain the Services for Customer. The right to use Customer Content for model training and improvement purposes is governed exclusively by Section 5.4. This license terminates upon termination of these Terms, subject to Section 5.5.

5.3 Customer Outputs

Customer owns all Customer Outputs. Line sheets, moodboards, digital samples, AI-generated imagery, collection printouts, and any other work product created by Customer using the platform belong to Customer. Cadenova retains ownership of the underlying models, algorithms, and technology used to generate those outputs, but claims no ownership interest in the outputs themselves.

5.4 De-Identified Data (Opt-Out Model)

Cadenova may create De-Identified Data from Customer Content to improve its machine learning models and analytical capabilities. De-Identified Data is owned by Cadenova, subject to the following:

(a) De-Identified Data will be aggregated and anonymized using commercially reasonable methods (including removal of brand identifiers, product names, and organization metadata) such that it cannot reasonably be used to identify Customer, reconstruct Customer's original content, or reveal Customer's specific products, designs, or trade secrets;

(b) De-Identified Data will not be sold or disclosed to third parties in a form that identifies Customer;

(c) Customer may opt out at any time by written notice to [email protected]. Upon receipt, Cadenova will stop creating new De-Identified Data from that Customer's Content within thirty (30) days. Opt-out does not affect data already incorporated into trained models, as such data cannot reasonably be extracted.

5.5 Data Export on Termination

Upon termination, Customer may request export of its Customer Content and Customer Outputs in a machine-readable format (such as CSV, JSON, and original image/document files) within thirty (30) days. Export includes Customer's uploaded assets, platform-created outputs, and structured account data. Export does not include Cadenova's proprietary analytical outputs, trend intelligence, or insights derived from publicly available data under Section 6. After the 30-day period, Cadenova may delete such data in accordance with its retention policies. Upon request, Cadenova will confirm deletion in writing.

5.6 Confidentiality

Cadenova acknowledges that Customer Content may include confidential information, including unreleased designs and business strategies. Cadenova will protect Customer Content using security measures, access controls, and internal policies at least as rigorous as those it applies to its own confidential and proprietary information, and will not disclose Customer Content to third parties except as necessary to provide the Services, as required by law, or with Customer's prior written consent.

5.7 Feedback

If Customer provides suggestions or feedback regarding the Services, Customer assigns to Cadenova all rights in such feedback. Cadenova may use feedback for any purpose without obligation.

5.8 Open Source Components

The Services may incorporate open source software components, primarily under permissive licenses (such as MIT and Apache 2.0). A list of such components and their applicable licenses is available upon request at [email protected]. No open source component is used in a manner that imposes obligations on Customer or requires Customer to disclose proprietary information.

6. Publicly Available Data

Cadenova independently collects publicly available data from various public sources to train its machine learning and statistical models and generate trend forecasts and market intelligence. This collection is separate from Customer Content.

For clarity, publicly available data collected by Cadenova about a brand or entity (such as that entity's public social media posts, e-commerce listings, and advertising) is Cadenova's independently sourced data, not Customer Content, even if that entity is also a Customer of Cadenova. A Customer's uploaded content is never shared with other Customers; however, that Customer's publicly available information may be included in Cadenova's independently sourced trend and market intelligence, as it would be for any publicly visible brand.

Cadenova's collection of publicly available data is subject to the following:

(a) Cadenova does not collect names, contact details, or behavioral profiles of private individuals through these activities. Data collection focuses on commercial content, products, and styles rather than personal information about individuals;

(b) publicly sourced materials are used for model training and analytical purposes and are not displayed, redistributed, or resold in their original form;

(c) data collection is conducted in compliance with applicable law, including through authorized third-party data providers where appropriate; and

(d) all analytical outputs, models, and insights generated from publicly available data are Cadenova's exclusive property.

7. Third-Party Integrations

The platform allows Customers to connect third-party services, including Shopify. By authorizing an integration, Customer represents that it has the necessary rights to share the connected data with Cadenova. Cadenova accesses only the data categories described in the applicable integration documentation. Cadenova does not collect personal information of Customer's individual end customers through Third-Party Integrations except as expressly described in the applicable integration documentation. Customer's use of third-party integrations is subject to the respective third party's terms.

8. AI-Generated Outputs and Forecasts

Certain features generate outputs using artificial intelligence, machine learning, and statistical modeling, including trend forecasts, demand predictions, and image generation. These outputs are provided for informational and creative assistance purposes only. AI-generated and model-generated outputs may contain inaccuracies and should be independently verified before being relied upon for business decisions. Cadenova does not guarantee that any forecast, prediction, or trend analysis will materialize, and Customer assumes all risk associated with business decisions made in reliance on such outputs.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CADENOVA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CADENOVA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, NOR DOES IT WARRANT THE ACCURACY OF ANY AI-GENERATED OUTPUT, FORECAST, OR ANALYTICAL RESULT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADENOVA'S TOTAL LIABILITY ARISING OUT OF THESE TERMS, INCLUDING LIABILITY UNDER SECTION 11, SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). IN NO EVENT SHALL CADENOVA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

11. Indemnification

11.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Cadenova from third-party claims arising from: (a) Customer's use of the Services in violation of these Terms; (b) Customer Content or Customer Outputs that infringe third-party rights; or (c) Customer's violation of applicable law.

11.2 Cadenova Indemnification

Cadenova shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the Services, as provided by Cadenova, infringe third-party intellectual property rights, subject to the limitations in this Section 11.

11.3 Exclusions

Cadenova's indemnification obligations under Section 11.2 do not apply to claims arising from:

(a) Customer's modification of the Services, or combination of the Services with third-party products, data, or content not provided by Cadenova, where the claim would not have arisen but for such modification or combination;

(b) Customer's continued use of the Services after Cadenova has notified Customer of an alleged infringement and provided a non-infringing alternative;

(c) Customer's use of the Services in a manner not authorized by these Terms or the applicable documentation; or

(d) Customer Content, Customer Outputs, or any third-party materials provided by Customer.

11.4 Remedy

If Cadenova believes the Services may infringe a third party's intellectual property rights, Cadenova may, at its option and expense: (a) obtain a license for Customer to continue using the Services; (b) modify the Services to be non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected portion of the Services and refund any prepaid fees for the unused subscription period.

11.5 Indemnification Procedures

Each party's indemnification obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without prior written consent.

11.6 Liability Cap

All indemnification obligations under this Section 11 are subject to the limitation of liability in Section 10.

12. Term and Termination

These Terms are effective when you first access the Services and continue until terminated. Either party may terminate for convenience with thirty (30) days' written notice or immediately for material breach that remains uncured for thirty (30) days after written notice. Upon termination, all licenses terminate, Customer must cease using the Services, and Customer Content export rights under Section 5.5 apply. Sections 5, 6, 9, 10, 11, and 13 survive termination.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

13.2 Entire Agreement

These Terms, together with any Order Forms, the Privacy Policy, and the Cookie Policy, constitute the entire agreement between the parties and supersede all prior agreements and communications relating to the subject matter. No other terms, including pre-printed terms on any purchase order, will apply unless expressly agreed in writing by both parties.

13.3 Modifications

Cadenova may modify these Terms at any time. We will notify registered users of material changes by email at least thirty (30) days in advance. Continued use after the effective date constitutes acceptance. If you do not agree with the modified Terms, your sole remedy is to terminate your account before the effective date.

13.4 Assignment

Customer may not assign these Terms without Cadenova's written consent. Cadenova may assign in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Severability; Waiver; Force Majeure

If any provision is held invalid, the remaining provisions remain in effect. No waiver of any right constitutes a continuing waiver. Neither party is liable for failures due to causes beyond reasonable control.

13.6 Acceptable Use

Customer agrees not to use the Services to upload unlawful content, impersonate others, interfere with the Services, attempt unauthorized access, or violate applicable law or third-party rights.

13.7 Notices

All notices under these Terms shall be in writing and delivered by email. Notices to Cadenova shall be sent to [email protected]. Notices to Customer shall be sent to the email address associated with Customer's account. Notices are deemed received on the date of confirmed delivery.

14. Contact

Cadenova, Inc.

New York, New York

Contact: [email protected]

Support: [email protected]