Terms of Service

Effective Date: 2026-04-27
Last Updated: 2026-04-27

1. Introduction

These Terms of Service (the "Terms") form a binding legal agreement between [Company Legal Name] ("Company", "Cadence", "we", "us", "our") and the individual or entity ("you", "Customer") that accesses or uses the Cadence service (the "Service"). By accessing or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not access or use the Service.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "Customer" mean that organization.

2. Definitions

For these Terms:

"Service" means the Cadence platform — including drafting, routing, scheduling, publishing, and comment-response features driven by an AI assistant and a human approval step — accessed through our website, web application, APIs, and any associated tools we make available.
"AI Features" means any part of the Service that generates, suggests, drafts, or rewrites marketing content, social posts, email copy, comment replies, or similar Output Content.
"Output Content" or "Output" means any content the AI Features generate from your inputs, including draft social posts, draft replies, copy variants, and recommendations.
"Customer Content" means everything you provide to or through the Service, including brand briefs, brand voice samples, uploaded media, copy, drafts you author, account credentials granted via OAuth, and any data exposed to us through your connected third-party platforms (e.g., Meta Graph API).
"Usage Data" means de-identified, aggregated technical and behavioral data we collect about how the Service is used (logs, latency, feature counts), excluding the substance of your Customer Content.
"Third-Party Platforms" means the social platforms, email providers, payment processors, and AI providers that the Service connects to or relies on, including Meta (Instagram, Facebook), our transactional email provider, and our AI processing providers (currently OpenAI and/or Anthropic, configurable per Customer).
"Beta Service" has the meaning given in Section 12.

3. Access and License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes.

Except for the rights expressly granted in these Terms, we and our licensors retain all right, title, and interest in and to the Service.

4. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) and have the legal capacity to enter into these Terms. The Service is not directed to children under 13, and we do not knowingly process personal information from children under 13 except as described in our Privacy Policy.

The Service is intended for users in the United States. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

5. Account Registration

To use the Service, you must create an account. You agree to:

provide accurate, current, and complete information;
keep your credentials confidential;
notify us promptly at legal@roadscg.com of any unauthorized use of your account;
be responsible for all activity under your account, whether or not you authorized it.

We may suspend or terminate accounts at our discretion in accordance with Section 17.

6. Acceptable Use

You agree not to, and not to permit any third party to:

(a) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;

(b) copy, modify, create derivative works of, rent, lease, sell, sublicense, or otherwise exploit the Service or any Output, except as expressly authorized;

(c) use the Service to develop or train any product or model that competes with the Service, including using Output to benchmark or train a competing AI system;

(d) circumvent, disable, or interfere with security-related features of the Service, including rate limits, access controls, authentication, or audit logging;

(e) use the Service to send spam, harass, defame, or impersonate others, or to publish content that is unlawful, infringing, defamatory, or harmful;

(f) use the Service to generate, distribute, or facilitate child sexual abuse material, content that incites violence, illegal harassment, fraud, or any content that violates the acceptable-use policies of the Third-Party Platforms to which we publish (including Meta's Community Standards);

(g) use the Service to process regulated data we do not support, including: protected health information ("PHI") under HIPAA, payment card data subject to PCI-DSS, financial data subject to GLBA, education records under FERPA, or biometric identifiers — unless we have signed a separate written agreement that expressly covers such data;

(h) use the Service to violate any applicable law, regulation, or third-party right, including intellectual property, privacy, publicity, and consumer-protection laws;

(i) scrape, harvest, or otherwise collect data from the Service through automated means except via APIs we expressly provide;

(j) misrepresent AI-generated content as human-generated, where applicable law (including FTC guidance on AI disclosures and California's AB 1836-style transparency rules) requires disclosure.

We may suspend or terminate access immediately, with or without notice, for any actual or suspected violation of this Section 6.

7. AI Features and Output

7.1 AI is assistive, not authoritative

The AI Features generate drafts and suggestions. AI Output may be incomplete, inaccurate, off-tone, or otherwise unsuitable for your purposes. You are responsible for reviewing every piece of Output before relying on or publishing it.

7.2 Human-in-the-loop approval

Cadence is designed so that every published or sent piece of Output passes through a human approval step: a designated approver (you or an authorized member of your organization) must review and explicitly approve the Output before it is published to a Third-Party Platform or sent to a recipient. You are solely responsible for approval decisions made under your account.

7.3 Ownership of Output

As between you and us, you own the Output generated for you under your account, subject to (i) the Acceptable Use restrictions in Section 6, (ii) any rights of third parties in the inputs (including your own brand assets and any third-party content you provided to the Service), and (iii) the rights of underlying AI model providers to the extent applicable to the model used.

We make no representation or warranty that AI Output is original, non-infringing, or fit for any particular use. Generative AI may produce output that is similar to or coincides with content created by others; you are responsible for clearance, fact-checking, and brand-fit review.

7.4 Use of Customer Content for model training

We do not use your Customer Content — including brand briefs, brand voice samples, drafts, approved posts, comments, or audience data — to train, retrain, fine-tune, or develop any general-purpose AI or machine-learning model, except to the extent strictly necessary to provide the Service to you (for example, in-session retrieval of your own brand voice to keep drafts on-tone), and except as may be expressly authorized by you in writing for a Customer-specific tuning workstream that benefits only your account.

We may use aggregated, de-identified Usage Data (for example, latency statistics, error rates, feature-use counts) to operate, secure, and improve the Service. Aggregated, de-identified Usage Data does not include the substance of your drafts, posts, replies, or audience data.

7.5 Third-party AI providers

The AI Features rely on third-party AI providers (currently OpenAI and/or Anthropic, as configured per Customer). We contractually require those providers to operate under terms that prohibit using your Customer Content to train their general-purpose models. We are not responsible for the outputs of those providers beyond what is contractually owed to us, and we may switch providers in our discretion provided that the substitute meets our internal standards for content security and training-restriction terms.

7.6 AI disclosure

If you publish AI-generated or AI-assisted Output through the Service, you are responsible for any AI-disclosure obligations that apply to your audience, including FTC guidance on endorsements, state-level transparency laws, and platform policies (for example, Meta's labeling guidance for AI-generated content).

8. Customer Content and Brand Data

8.1 Your responsibility

You represent and warrant that you have all rights, licenses, consents, and permissions necessary for us to receive, store, process, and use your Customer Content as contemplated by these Terms. You are solely responsible for the legality, accuracy, and appropriateness of your Customer Content.

8.2 License to operate the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, display, and process your Customer Content solely for the purpose of providing, securing, and supporting the Service to you, and to share Customer Content with our sub-processors under terms that are no less protective than those in the Service Provider Data Processing Addendum.

This license does not grant us any right to use Customer Content for marketing, training, or any other purpose outside of providing the Service to you.

8.3 Backups and deletion

We retain Customer Content as described in Section 8 of the Privacy Policy. You may delete Customer Content at any time through the Service, and you may request export or deletion of your account data by writing to privacy@roadscg.com. After termination of your account, we will delete or de-identify Customer Content within a reasonable period, subject to legal retention obligations.

9. Third-Party Platforms

9.1 Meta (Instagram and Facebook)

The Service connects to Meta's Instagram and Facebook platforms via the Graph API only after you grant OAuth authorization. Your use of those platforms through the Service is also subject to Meta's Platform Terms and Community Standards. We comply with Meta's Platform Terms; you are responsible for the content you publish through your connected accounts and for the accounts' continued good standing on Meta. You may revoke our access at any time through your Meta account settings.

9.2 Other Third-Party Platforms

The Service may interoperate with other Third-Party Platforms (email providers, calendars, AI providers, hosting providers). We are not responsible for the availability, performance, terms, privacy practices, or any actions of any Third-Party Platform. Use of any Third-Party Platform is governed by that party's own terms.

9.3 Outages

We are not liable for any interruption, degradation, or failure of the Service that is caused by a Third-Party Platform (including, without limitation, an AI provider's rate limit, model-availability change, or outage), force majeure, or similar events outside our reasonable control.

10. Privacy and Data Protection

Our processing of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes the categories of personal information we process, the purposes, our role under the CCPA/CPRA as a Service Provider to our business customers, our handling of consumer rights requests, our sub-processors, and our security measures.

11. Beta Services and Service Levels

The Service is currently provided as a private beta. You acknowledge that the Service may contain bugs, may change in form, function, or scope, and may not be available continuously. We do not guarantee a service-level agreement (SLA), uptime target, or feature roadmap during the private beta. We may suspend, modify, or discontinue any part of the Service during the private beta with reasonable notice.

When the Service exits private beta, we may publish updated terms or a service-level addendum that applies to paid tiers.

12. Fees and Payment

The Service is offered free of charge during the private beta unless the parties have signed a separate paid order. If the parties enter into a paid arrangement, the order form or order-confirmation email will set out fees, billing cycle, payment method, taxes, late payments, and refunds. Subscription fees are non-refundable except as expressly stated in the order form or as required by applicable law.

13. Intellectual Property

13.1 Service IP

We and our licensors own all right, title, and interest in and to the Service, including all software, models, designs, marks, and documentation. No rights are granted to you other than the limited license in Section 3.

13.2 Trademarks

"Cadence", "Roads Consulting Group", and our logos are our trademarks (or pending trademarks). You may not use them without our prior written consent, except as required to identify the Service for fair and accurate descriptive use.

13.3 Customer Content IP

You retain all right, title, and interest in your Customer Content, subject to the license in Section 8.2.

14. Feedback

If you submit suggestions, ideas, bug reports, or other feedback ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable license to use Feedback for any purpose without obligation or attribution. We will not associate Feedback with you in marketing without your consent.

15. DMCA / Copyright Complaints

If you believe content accessible through the Service infringes your copyright, please send a notice with the elements required by 17 U.S.C. §512(c)(3) to:

Cadence Copyright Agent — legal@roadscg.com
[Company Legal Name]
[Registered Address]

We may remove allegedly infringing content and terminate accounts of repeat infringers. Filing a knowingly false notice may subject you to liability under 17 U.S.C. §512(f).

16. Term and Termination

16.1 Term

These Terms apply from the date you first access the Service and continue until terminated as provided in this Section.

16.2 Termination by you

You may terminate at any time by deleting your account or by writing to legal@roadscg.com.

16.3 Termination by us

We may suspend or terminate your access to the Service:

immediately, with or without notice, for actual or suspected breach of these Terms (including any violation of Section 6), for activity that creates material risk for us or for other users, or as required by law;
for any reason, on at least thirty (30) days' prior written notice (which may be by email).

16.4 Effect of termination

Upon termination, your license under Section 3 ends, and we may delete or de-identify Customer Content as described in Section 8.3. Sections that by their nature should survive termination — including 7.3, 8.1, 13, 14, 17–25 — will survive.

17. Modifications to the Service

We may add, change, or remove features of the Service at our discretion. We will not materially reduce the core functionality available to a paid Customer during a paid term without reasonable notice. During the private beta, the Service is offered as-is and may change at any time.

18. Modifications to These Terms

We may update these Terms from time to time. The "Last Updated" date at the top of this document reflects the date of the most recent update. We will provide reasonable notice (for example, by email or in-product notice) of material changes. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree to a change, your sole remedy is to stop using the Service.

19. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT OUTPUT WILL BE ACCURATE, RELIABLE, ORIGINAL, OR FIT FOR YOUR PURPOSE; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING ALL OUTPUT BEFORE USE OR PUBLICATION.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT WILL WE OR OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

(b) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) ONE HUNDRED U.S. DOLLARS (US $100), OR (ii) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The limits above apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

21. Indemnification

You will defend, indemnify, and hold harmless us and our affiliates, officers, employees, agents, suppliers, and licensors from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your or your authorized users' use of the Service in violation of these Terms or applicable law;

(b) your Customer Content or any content you publish through the Service, including claims of infringement, defamation, or violation of privacy or publicity rights;

(d) your decision to publish, send, or otherwise rely on AI Output without adequate review.

We will (i) promptly notify you of any claim subject to this Section, (ii) reasonably cooperate with your defense at your expense, and (iii) allow you to control the defense, provided that any settlement that imposes obligations on us requires our prior written consent.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Dispute Resolution

23.1 Informal resolution

Before filing a formal claim, you agree to first contact us at legal@roadscg.com and provide a written description of the dispute, your contact information, and the relief you seek. We will use good-faith efforts to resolve the dispute informally within 60 days of receipt.

23.2 Jurisdiction and venue

Any claim arising out of or relating to these Terms or the Service that is not resolved informally will be brought exclusively in the state or federal courts located in Delaware. You and we consent to personal jurisdiction in those courts and waive any objection to venue.

23.3 Class-action waiver

To the maximum extent permitted by applicable law, you and we agree that any claim will be brought only in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding.

23.4 Jury-trial waiver

To the maximum extent permitted by applicable law, you and we waive any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Service.

23.5 Time limit

Any claim must be filed within one (1) year after it accrues, or it is permanently barred.

24. Export and Trade Controls

You represent that you (i) are not located in, and are not a national or resident of, any country subject to U.S. embargoes or otherwise designated by the U.S. government as a "terrorist-supporting" country, and (ii) are not on any U.S. government list of prohibited or restricted parties (including the U.S. Treasury Department's Specially Designated Nationals list, the U.S. Department of Commerce Denied Persons List, or the U.S. Department of State Debarred List). You will comply with all applicable U.S. and foreign export-control and economic-sanctions laws when using the Service.

25. Miscellaneous

25.1 Entire agreement

These Terms, together with the Privacy Policy and any order form signed by both parties, constitute the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous agreements.

25.2 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any prohibited assignment is void.

25.3 No waiver

Our failure to enforce any provision is not a waiver of that provision.

25.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

25.5 Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disputes, network failures, third-party-platform outages, or pandemics.

25.6 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

25.7 No third-party beneficiaries

Except as expressly stated, these Terms do not create any rights for any third party.

25.8 Electronic communications

You consent to receive communications from us electronically (email, in-product notice). Electronic communications satisfy any legal requirement that a communication be in writing.

25.9 Headings

Headings are for convenience only and do not affect interpretation.

26. Contact

Questions about these Terms? Email legal@roadscg.com.

For privacy requests, see Section 10 of the Privacy Policy or email privacy@roadscg.com.

Document version: v1 (engineering-authored, pending counsel review). Cross-references: privacy-policy.md, ccpa-disclosures.md, dpa-templates/, ADR-0008.