Terms of Service

1Agreement to these Terms

These Terms of Service (the “Terms”) govern your access to and use of the websites, applications, embeddable widget, application programming interfaces (APIs) and related services (collectively, the “Service”) made available by Schwerd Capital Holdings LLC, doing business as Cadey.ai (“Cadey,” “we,” “us” or “our”), a limited liability company organized under the laws of the State of Florida, United States.

By accessing or using the Service, clicking “I agree” (or a similar control), or signing an order that references these Terms, you agree to be bound by these Terms and by the documents they incorporate by reference, including our Privacy Policy, Acceptable Use Policy and, where applicable, our Data Processing Addendum. If you do not agree, you may not use the Service.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” and “Customer” mean that entity. If a separate written agreement signed by an authorized representative of Cadey expressly governs your use of the Service, that agreement controls to the extent it conflicts with these Terms.

2Definitions

Customer Data

All data, documents, text, files, knowledge-base content, leads, contacts, conversations, messages and other materials that you or your End Users submit to, upload to, or generate through the Service, excluding Usage Data and Cadey Materials.

End User

Any individual or entity that interacts with the Service through your account or configuration, including visitors who chat with your AI agent, book meetings, or submit support tickets, and your authorized team members and administrators.

AI Output

Content generated by the Service's artificial-intelligence features in response to inputs, including agent replies, summaries, suggested answers and drafted messages.

Usage Data

Data and telemetry we collect or generate about the configuration, performance, operation and use of the Service, in a form that does not identify you, your End Users or any individual.

Cadey Materials

The Service and all software, models, templates, documentation, designs, user interfaces, and other technology and materials we make available, together with all intellectual property rights in them.

3The Service

The Service is a multi-tenant software-as-a-service platform that combines scheduling, an embeddable AI chat agent capable of human takeover, meeting booking, and customer-facing support tickets, together with related tools described on our website and documentation. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term, solely for your internal business purposes and in accordance with these Terms and the applicable plan.

We may update, improve, add to, or modify the Service from time to time. We may also release features identified as alpha, beta, preview, early access or evaluation (“Beta Features”). Beta Features are provided “as is” for evaluation, may be changed or withdrawn at any time, are excluded from any service-level or support commitment, and are used at your sole risk.

4Accounts and eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. You agree to provide accurate, current and complete registration information and to keep it up to date. Authentication is provided through our identity provider; you are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, whether or not authorized by you.

You must promptly notify us at security@cadey.ai of any actual or suspected unauthorized access to or use of your account. You are responsible for configuring the Service appropriately, including its AI behavior, allowed and forbidden topics, knowledge sources, escalation rules and access controls, and for the acts and omissions of your End Users as if they were your own.

5Plans, trials, fees and billing

Subscriptions and renewals

The Service is offered on subscription plans described on our pricing page or in an order. Unless an order states otherwise, subscriptions automatically renew for successive periods equal to the then-current term at the then-current rates, unless either party cancels before the end of the current period through the account settings or by written notice. Cancellation takes effect at the end of the current billing period.

Free trials

We may offer a free trial, typically 14 days and requiring a valid payment method. Unless you cancel before the trial ends, your subscription will begin automatically and the payment method on file will be charged the applicable fees. We may modify or discontinue trials at any time.

Fees, taxes and payment

You agree to pay all fees for your plan, including any usage-based or overage charges (for example, charges measured by AI conversation volume). Except as expressly stated in these Terms or required by non-waivable law, all fees are non-refundable and payment obligations are non-cancellable. Fees are exclusive of taxes, levies and duties, and you are responsible for all such amounts other than taxes on our net income. You authorize us and our payment processor to charge your payment method for all amounts due. If a charge is declined or reversed, or any amount is overdue, we may suspend the Service and charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.

Price changes

We may change fees and introduce new charges, effective at the start of your next renewal term, by giving notice (which may be by email or in-product) before that term begins. Your continued use after the change takes effect constitutes acceptance of the new fees.

6Customer Data and content

As between the parties, you retain all right, title and interest in and to your Customer Data. We claim no ownership of it. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, analyze and otherwise use Customer Data solely to provide, secure, maintain and improve the Service for you, to prevent or address technical or security issues, to enforce these Terms, and as otherwise instructed by you or permitted by these Terms, our Privacy Policy and any applicable Data Processing Addendum.

You represent and warrant that you have all rights, consents and permissions necessary for us and our subprocessors to process Customer Data as contemplated by these Terms, that your Customer Data and its use do not violate any law or third-party right, and that any knowledge sources you connect or upload are yours to use. You are solely responsible for the accuracy, quality, legality and appropriateness of Customer Data and for obtaining any notices and consents required from your End Users, including for the recording or processing of conversations.

We maintain commercially reasonable administrative, physical and technical safeguards designed to protect Customer Data, including encryption in transit and at rest and tenant-level isolation. You are responsible for maintaining your own backups of any Customer Data you cannot afford to lose; our backup practices are part of our operations, not a substitute for yours.

Aggregated and de-identified data

We may generate Usage Data and aggregated or de-identified data from operation of the Service, and we may use such data for any lawful business purpose, including to operate, analyze, improve and develop the Service and our other products, provided that such data does not identify you, your End Users or any individual and is not presented in a manner that reveals your Customer Data to other customers. We do not use your Customer Data to train foundation models, and our model providers are contractually prohibited from using your Customer Data to train their models.

7AI features and your responsibilities

The Service is designed to ground answers in the knowledge sources and tool results you provide and to decline or escalate when its confidence is low. This design reduces, but does not eliminate, the risk of incorrect, fabricated or inappropriate output. We do not warrant that AI Output will be accurate, reliable, complete, current, safe or fit for any particular purpose.

You acknowledge and agree that:

• you are responsible for configuring the agent's scope, tone, allowed and forbidden topics, escalation paths and human-takeover controls, and for monitoring its behavior;
• you will not present AI Output as professional advice, and you will not use the Service as the sole basis for decisions that require licensed professional judgment or that produce legal or similarly significant effects for an individual, including decisions about credit, employment, housing, insurance, healthcare, or legal or financial matters, without meaningful human review;
• where required by law, you will disclose to your End Users that they are interacting with an automated system and obtain any consent that applies to your use case;
• availability, pricing, policies and other facts surfaced by the agent originate from Customer Data and connected systems that you control, and you are responsible for keeping them accurate; and
• you will not use the Service in any high-risk application where failure could lead to death, personal injury, or severe physical, environmental or property damage.

As between you and Cadey, and to the extent permitted by law, you own the AI Output generated for you from your inputs, and you are responsible for it. Because of the nature of machine learning, AI Output may not be unique, and the Service may generate the same or similar output for other customers; we make no representation that AI Output is original or non-infringing.

8Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. You are responsible for your End Users' compliance with it. We may modify the Acceptable Use Policy to address new risks, abuse, or legal requirements. You will not, and will not permit any End User or third party to:

• use the Service in violation of any law, regulation, or third-party right, or to transmit unlawful, infringing, defamatory, harassing, or harmful content;
• reverse engineer, decompile, or attempt to discover the source code, models, or underlying structure of the Service, except to the extent this restriction is prohibited by law;
• copy, resell, sublicense, rent, or provide the Service to a third party as a standalone offering, or use it to build a competing product or to train a competing model;
• interfere with or disrupt the integrity or performance of the Service, attempt to gain unauthorized access to it or to other customers' data, or circumvent its security, tenant isolation, usage limits, or AI safety controls; or
• use the Service to send spam, or in a manner that imposes an unreasonable load on our infrastructure or our subprocessors.

9Privacy and data protection

Our handling of personal information is described in our Privacy Policy. Where we process personal data contained in Customer Data on your behalf, we do so as your processor (or service provider) under our Data Processing Addendum, which is incorporated into these Terms and applies where required by data-protection law such as the GDPR, UK GDPR or the CCPA. As between the parties, you are the controller (or business) responsible for Customer Data, including for providing all required notices to and obtaining all required consents from your End Users. Our current subprocessors are listed at cadey.ai/legal/subprocessors.

10Third-party services

The Service may interoperate with third-party products, such as calendars, email providers, CRMs and other integrations that you choose to connect. Your use of those products is governed by their own terms and privacy policies, and we are not responsible for them. We do not warrant and are not liable for any third-party product, and enabling an integration authorizes us to exchange Customer Data with that product as needed to provide the integration. If a third-party product stops being available or changes its interface, we may suspend or discontinue the related feature without liability.

11Intellectual property and feedback

The Cadey Materials are and remain our exclusive property and that of our licensors, and are protected by intellectual-property and other laws. Except for the limited rights expressly granted in these Terms, we reserve all rights, title and interest in and to the Cadey Materials. You may not remove or alter any proprietary notices. “Cadey” and our logos are our trademarks; you may not use them without our prior written permission, except to accurately identify Cadey as your vendor.

If you submit suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit that feedback for any purpose without restriction or compensation to you.

Publicity

We may identify you as a customer and use your name and logo in our customer lists and on our website, consistent with any brand guidelines you provide. You may opt out of this use at any time by emailing legal@cadey.ai.

12Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances, including Customer Data, the Cadey Materials, non-public pricing, and security information. The Recipient will use the Discloser's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes public through no fault of the Recipient, is rightfully known without confidentiality obligation, is independently developed, or is rightfully received from a third party. The Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice where lawful.

13Term, suspension and termination

These Terms apply from your first use of the Service and continue until all subscriptions have expired or been terminated. Either party may terminate for convenience at the end of the then-current subscription term by cancelling as described above. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure the breach within 30 days after written notice, or immediately and without notice in the case of a breach incapable of cure.

We may suspend or limit your access to all or part of the Service, with or without notice, if: (a) we reasonably believe the Service is being used in violation of these Terms or the Acceptable Use Policy, or in a way that may harm us, the Service, or others; (b) your account is overdue; (c) required to address a security risk, fraud, or legal or regulatory requirement; or (d) your use poses a risk to the stability or security of the Service. We will use reasonable efforts to limit a suspension to what is necessary and to restore access once the issue is resolved.

On expiration or termination, your right to use the Service ends and you must stop using it. We will make Customer Data available for export for 90 days after the effective date of termination, after which we may delete it, except for copies retained in routine backups (which are deleted on our standard backup cycle) or as required by law. You may request earlier deletion at any time. Termination does not relieve you of the obligation to pay fees accrued before termination. Any provision that by its nature should survive termination will survive.

14Disclaimer of warranties

Except as expressly stated in a separate written agreement signed by Cadey, the service, the Cadey materials and all ai output are provided “as is” and “as available,” with all faults, and without warranties of any kind. To the maximum extent permitted by law, Cadey and its suppliers and licensors disclaim all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

Cadey does not warrant that the service will be uninterrupted, timely, secure or error-free, that defects will be corrected, that the service or any servers are free of harmful components, or that ai output will be accurate, reliable, complete, current or fit for any purpose. You assume full responsibility for your use of the service and ai output and for any decisions made or actions taken based on them. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

15Limitation of liability

To the maximum extent permitted by law, in no event will Cadey or its affiliates, suppliers or licensors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunities, or for the cost of substitute services, arising out of or relating to these terms or the service, whether based on contract, tort (including negligence), strict liability or any other theory, and whether or not Cadey has been advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Cadey and its affiliates, suppliers and licensors arising out of or relating to these terms or the service will not exceed the greater of (a) the total fees you actually paid to Cadey for the service in the twelve (12) months immediately before the event giving rise to the liability, or (b) one hundred U.S. dollars (US$100).

The limitations in this section apply to all claims in the aggregate, do not limit your obligation to pay fees, and reflect the allocation of risk between the parties and an essential basis of the bargain; they apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you, in which case our liability will be limited to the smallest amount permitted by law.

16Indemnification

You will defend, indemnify and hold harmless Cadey and its affiliates and their respective officers, directors, employees and agents from and against any and all third-party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Data, including any claim that it infringes or violates the rights of a third party or any law; (b) your or your End Users' use of the Service, including any AI Output you publish, send or rely on, and any interaction between your agent and your End Users; (c) your breach or alleged breach of these Terms, the Acceptable Use Policy, or your obligations to your End Users, including any required notices or consents; or (d) your violation of any law or third-party right. We will notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel), and reasonably cooperate; you may not settle a claim in a way that imposes any obligation or admission on us without our prior written consent.

17Disputes and arbitration

Informal resolution first

Before starting an arbitration or lawsuit, you agree to first contact us at legal@cadey.ai and describe the dispute, and to negotiate in good faith for at least 30 days. Most concerns can be resolved this way.

Binding arbitration

If we cannot resolve a dispute informally, any dispute, claim or controversy arising out of or relating to these Terms or the Service that is not resolved will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for consumers, its Consumer Arbitration Rules), as modified by these Terms. The arbitration will be seated in the State of Florida, and may be conducted by videoconference or, at your election for claims under US$25,000, on the basis of documents only. The arbitrator's award may be entered in any court of competent jurisdiction. This section is governed by the Federal Arbitration Act.

Class-action and jury-trial waiver

You and Cadey agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding. You and Cadey waive any right to a jury trial.

Exceptions and opt-out

Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. You may opt out of this arbitration agreement by emailing legal@cadey.ai within 30 days of first accepting these Terms, stating your name, account and intent to opt out; opting out will not affect any other part of these Terms. Any claim must be filed within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

18Governing law and venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the arbitration section above, for any dispute not subject to arbitration, you and Cadey consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in the State of Florida, and waive any objection to that venue.

19Changes to the Service and these Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms with a new “Last updated” date and, where appropriate, by email or in-product notice. Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms; if you do not agree, you must stop using the Service. We may also change, suspend or discontinue any part of the Service at any time, and will use reasonable efforts to give notice of material adverse changes to paid features.

20General terms

Entire agreement; order of precedence

These Terms, together with the documents they incorporate, are the entire agreement between you and Cadey regarding the Service and supersede all prior agreements and understandings on the subject. In case of conflict, a signed order or master agreement controls over these Terms, these Terms control over the incorporated policies, and the Data Processing Addendum controls over all of them solely with respect to the processing of personal data.

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempt to do so is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, denial-of-service attacks, or failures of third-party providers or subprocessors.

Export, sanctions and government use

You will comply with all applicable export-control and sanctions laws. You represent that you are not located in, or a national or resident of, any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. The Service is “commercial computer software”; any use by or for the U.S. government is subject to the restrictions in these Terms.

Notices and electronic communications

You consent to receive communications from us electronically, including by email and through the Service, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. We may send legal notices to the email address on your account; you are responsible for keeping it current. Notices to us must be sent to legal@cadey.ai.

Severability; no waiver; headings

If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force. Our failure to enforce a provision is not a waiver of our right to do so later. Headings are for convenience only. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and these Terms do not create any partnership, joint venture, agency, or employment relationship.

21How to contact us

Schwerd Capital Holdings LLC, doing business as Cadey.ai
State of Florida, United States
Legal: legal@cadey.ai
Support: support@cadey.ai · Contact form