Terms of Service
Last Updated Date: 1/24/2024
Welcome to Caden, a data and technology platform operated by Caden.io, Inc. (“Caden,” “we,” or “us”). Caden believes that we are living at the dawn of a new data era—one in which everyone owns and controls their own data. Caden aims to cultivate that digital frontier by building a new kind of ethical data marketplace that delivers value to its users (“Users” or “you”)and partners (“Partners”), as well as benefits to the public at large. Caden provides a mobile application that enables Users to create their own personal data vault (the “Data Vault”). Users that permit Caden or Partners to access their Data Vault are eligible for (i) ongoing personalized analysis of the User’s data use, patterns, and trends (“Insights”); and(ii) a rewards program through which Users earn points, redeemable for cashback, for making connections to their Data Vault and sharing their data with Caden or its Partners (“Rewards”). The Data Vault, Insights, and Rewards are each a “Service” and together the “Services.” Please read this Terms of Service agreement (the “Terms”) carefully. Caden’s website and its subdomains (collectively, the “Website”), the information on the Website, the Caden mobile application (“Mobile App,” and together with the Website, the “Platform”),and the Services available or enabled via the Platform, are controlled byCaden.io, Inc., a Delaware corporation with a principal place of business at 200 Varick St, New York, NY 10014. BY CLICKING ON THE “I ACCEPT” (OR SIMILAR) BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, DOWNLOADING OR USING THE MOBILE APP, OROTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF SOUND MIND, AT LEAST EIGHTEEN (18) YEARS OF AGE, AND CAPACITY TO FORM A BINDING CONTRACT WITH CADEN, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS.THE TERM “YOU” REFERS TO THE INDIVIDUAL USER IDENTIFIED WITH A CADEN ACCOUNT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS THE PLATFORM OR USE ANY OF THE SERVICES. PLEASE BE AWARE THAT SECTION 2.5 OF THE TERMS BELOW CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAILTHE MOBILE APP, AND PUSH NOTIFICATION. THE TERMS IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 12 OF THE TERMS. CADEN IS A TECHNOLOGY COMPANY AND IS NOT A BANK OR A LICENSED FINANCIAL SERVICESCOMPANY. ALL PAYMENT PROCESSING SERVICES ARE PROVIDED BY STRIPE, INC. PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY CADEN IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Caden will make a new copy of the Terms available at the Website and any new Terms will be made available from within, or through, the Mobile App. We will also update the “Last Updated” date at the top of the Terms. In the event that a change to the Terms materially modifies User’s rights or obligations Caden will make commercially reasonable efforts to notify User of the change, including via email or presentation of a pop-up window or other notification to User through the Mobile App. User may terminate the Terms after receiving notice of material modifications, by providing notice to Caden within fifteen(15) days of receipt of notice. Immaterial modifications are effective upon publication. Material modifications will be effective upon the earlier of: (a)continued use of the Service with actual knowledge of the modification, or (b)thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect at the time the dispute arose. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. You agree that Caden’s continued provision of the Services is adequate consideration for the changes in the updated Terms.
1. DESCRIPTION OF THE SERVICES
1.1. Creating a CadenAccount. To access or use the Services, youmust create and register a user account on the Platform (the “Caden Account”).
(a) Through creating a Caden Account, you may be required to provide us with certain personal information. In order to provide you the Services, you consent and authorize us to collect, transmit, store, share, process, maintain, and use such personal information about you, your mobile device, and your use of the Services in accordance with our Privacy Policy, available at https://www.caden.io/privacy.
(b) By registering with Caden, you agree to (i) provide true, accurate, current and complete information about yourself; and (ii) maintain and promptly update your registration or profile data to keep it true, accurate, current and complete.
(c) The login credentials you create for your Caden Account will control encrypted token keys that enable access to your Data Vault. Caden will access your Caden Account only with your explicit permission. YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR CADEN ACCOUNT LOGIN CREDENTIALS AND TOKEN KEYS. You shall take reasonable steps to prevent unauthorized access to the Services and your Caden Account, including without limitation by protecting your login credentials token keys. You shall notify Caden immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop such breach to the extent caused by your acts or omissions. Caden cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
(d) Notwithstanding your ownership rights described in Section 3, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Caden.
1.2. Accessing the Caden Services.
(a) Access. The Caden Services are only available via the Mobile App and may not be accessed through the Website. The Mobile App is supported only by devices running iOS. You must provide all equipment and software necessary to access the Mobile App, including but not limited to, a device that is suitable to connect with the Platform. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Mobile App or the Services.
(b) Eligibility.
(i) Caden Account. To access the Caden Services, you must have created aCaden Account and confirmed your login credentials.
(ii) Age. You must be 18+ years old to be eligible to open a CadenAccount.
(iii) Location. At this time, the Caden Services are only available to legalresidents of the United States of America.
(iv) Personal Information. All Users must share certain personal information to create a Caden Account and verify the User’s identity. To learn more about how we handle your personal information, please refer to our Privacy Policy, available at https://www.caden.io/privacy. (v) Language. At this time, Caden’s customer support will be exclusively provided in English, subject to change in our sole discretion.(vi) Limitations. Users can only have one Caden Account.
1.3. Data Vault; Connections; Sharing.
(a) Data Vault.
(i) Control. By creating a Caden Account, you will be given access to a personal Data Vault that you control. The Data Vault is only accessible to you through your Caden Account via the Mobile App. The login credentials you create for your Caden Account will enable your access to your Data Vault. Caden will access your Data Vault only with your permission. (ii) Ownership. Notwithstanding your ownership rights described in Section 3, you acknowledge and agree that you shall have no ownership or other property interest in the Data Vault itself, including but not limited to, Caden’s software, Platform, source code, servers, proprietary algorithms, or other intellectual property and you further acknowledge and agree that all rights in and to your Data Vault are and shall forever be owned by and inure to the benefit of Caden.
(iii) Portability. In the event you decide to terminate your use of the Services and/or your Caden Account, you will have the ability to retrieve your User Data (defined below) stored in the Data Vault in the manner, method, and format that Caden, in its sole determination, proscribes.
(b) Connections. In order to store your User Data in the Data Vault, you must connect a third-party platform (e.g., your Netflix account, your Google account, your Wells Fargo account, etc.) (each a “Connection”) to the Data Vault. Caden will provide the opportunity for you to login to the Connection via the Mobile App creating an authorization token that is stored with Caden on your behalf, which provides your Data Vault with ongoing access to the Connection and the embedded data therein (the process, “Making/Made a Connection”). After Making a Connection, you will have access to Insights and Rewards. You may disconnect a Connection at any time and delete from your Data Vault all User Data pertaining to that Connection, subject to Section 3 below.
(c) Sharing with Caden. Once you have Made a Connection to your Data Vault, you will have the option to share your User Data from such Connection with Caden (“Share” or “Sharing”). By Sharing your Connections and User Data with Caden, you will gain access to the other Caden Services, Insights and Rewards (see below for more information). All Sharing of your User Data with Caden is done on an anonymized basis i.e., the processing of personal information in such a way that the data can no longer be attributed to a specific individual without the use of additional information and/or personal information rendered anonymous in such a manner that the individual is not or no longer identifiable (the process, “Anonymized”)—Caden does not connect your Anonymized User Data with any of your personal information without your consent. After Making a Connection, Sharing your User Data is entirely optional and does not impact the availability of, or your access to, your Caden Account or your Data Vault. You may stop Sharing with Caden at any time; please see Section 3.3 for more information about Shared Data.
(d) Sharing with Partners. Caden may also offer you opportunities to Share with Partners. Sharing with Partners may enable additional Rewards or benefits that will be communicated to you at the time of any such offer. Sharing with Partners may be on an Anonymized or identified basis, as applicable to any such offer. Sharing with Partners is entirely optional and will not impact the availability of any of the Services. You may stop Sharing with Partners at any time.
(e) Data Score. Through Sharing with Caden, you will be given a unique scoring metric that measures the depth, scope, richness, value, and quantity of your Sharing against other Caden Users (your “Data Score”).Your Data Score is generated via Caden’s proprietary software and informs the Insights and Rewards. Your Data Score is dynamic and fluid—it may rise as you Share more Connections with Caden, or may fall as other Users Share more Connections relative to you. Caden may change the calculation, formula, inputs, or algorithm of the Data Score at any time. Your Data Score is personal to you and Caden does not share it on an identified basis without your consent.
1.4. Insights. Making Connections enables your Data Vault to provide you with Insights. Insights is a Service powered by Caden’s proprietary software and algorithms that analyzes User Data (defined below) and produces unique learnings. The learnings from Insights will be delivered to you periodically in reports via the Mobile App. Such reports generated by Insights are intended to reveal powerful actionable insights about your digital behavior, trends in the data marketplace, and your positioning relative to other Users. Insights are specific to you and completely private—your Data Vault does not share your identified Insights with Caden. You may also be able to share the Insights reports on compatible social networking platforms. Any Insights reports generated are part of your User Data, and Caden does not share identified Insights with any third parties without your consent.
1.5. Rewards. Sharing with Caden also enables you to participate in Rewards. Rewards is another Caden Service, explained in further detail in Section 5 below.
2. USE OF THE SERVICE
2.1. Website License. The Platform, the Services, and the information and content available on the Platform and the Services (as these terms are defined herein) are protected by copyright laws throughout the world. Subject to the Terms, Caden grants you a non-transferable, non-exclusive, revocable, limited license to (a) use and access the Website solely for your own personal purposes; and (b) access and use the content and information made available by Caden on the Website solely for personal purposes. Unless otherwise specified by Caden in a separate license, your right to use the Website is subject to the Terms.
2.2. Mobile App License. Subject to your compliance with the Terms, Caden grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Mobile App on a mobile device that you own or control and to run such copy of the Mobile App solely for your own personal purposes. Furthermore, with respect to the Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application(a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
2.3. Updates. You understand that the Services are evolving. As a result, Caden may require you to accept updates to the Mobile App that you have installed on your mobile device in order to continue accessing and using the Services. You acknowledge and agree that Caden may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
2.4. Compliance and Restrictions. To be eligible to use the Services you must comply with the Terms and all local laws regarding online conduct. You understand that Caden owns the Platform and the Services. You agree not to screen scrape, reproduce, infringe, modify, publish, transmit, create derivative works based on, reverse engineer or otherwise exploit the Platform or any of the Services.
2.5. Caden Communications. By entering into the Terms or using the Platform, you agree to receive communications from us, including via e-mail, the Mobile App, and push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Caden Account or the use of the Platform and/or Services, updates concerning new and existing features on the Platform and/or Services, communications concerning promotions run by us, Partners, or our third-party service providers, and news concerning Caden and industry developments. IF YOU WISH TO OPT OUT OFPROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
3. OWNERSHIP
3.1. Caden Proprietary Rights.
(a) Except with respect to User Data, the Platform and Services are the exclusive property of Caden and constitute valuable intellectual property and proprietary materials of Caden. Subject to the limited rights expressly granted in the Terms, Caden reserves all right, title and interest in and to the Platform and Services, including all intellectual property rights. No rights or licenses are granted to User except as expressly set forth in the Terms.
(b) The look and feel of the Platform and Services, including any custom fonts, graphics and button icons are the property of Caden and you may not copy, imitate, or use them, in whole or in part. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or any of the Services.
3.2. Your Data. All data, information, content, and derivatives thereof from Making a Connection with your Data Vault is your “User Data.” Caden does not claim ownership of your User Data. You retain all right, title and interest in and to your User Data and all intellectual property rights embodied therein. By Making a Connection, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Data (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Data. You further warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Data, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated below.
3.3. Shared Data. With the exception of any personally identifiable information you submit in registering your Caden Account (collectively, the “Excluded Content”), User Data you Share with Caden will be Anonymized before Caden takes possession (“Shared Data”). By Sharing your User Data with Caden, you grant Caden a right, title, and interest to the Shared Data, which will henceforth be deemed the jointly owned property of the Parties. Caden may access, use, distribute, reproduce, display, reformat, host, communicate, publish, publicly perform and publicly display and distribute Shared Data, as Caden may choose in its sole discretion. While you may stop Sharing with Caden at any time, Shared Data is irrevocable. Subject to our Privacy Policy and any applicable privacy laws and regulations, you grant Caden a fully paid, royalty-free, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display the Excluded Content (in whole or in part).
3.4. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Caden through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Caden has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Caden a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Caden’s business.
4. USER CONDUCT
4.1. Privacy Policy. Please review our Privacy Policy, available at https://www.caden.io/privacy,which is incorporated into the Terms by reference.
4.2. Acceptable Use. As a condition of use, you agree not to use the Services for any purpose that is prohibited by the Terms or by applicable law. You may not (and shall not permit any third party to) use the Services:
(a) for any illegal purpose;
(b) to introduce Connections to your Data Vault or Share Connections for which you are not authorized or for which you are not the user of record;(c) for data mining, scraping, or releasing spiders, robots, web crawlers, or any other data gathering or extraction tools to collect any information from the Platform or the Services, except to the extent the Platform is indexed by general purpose public search engines;
(d) to build competitive products or services or otherwise compete with Caden;
(e) for modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any content available through the Services except for your User Data;
(f) to attempt to gain unauthorized access to Caden’s networking platform or interfere with the Services by any means including introduction of malware or excessive usage or network traffic;
(g) to commit fraud in the Rewards Program or using Redemption;(h) to access or collect any personally identifiable information of other persons; or
(i) to interfere with any security features of our Services or the Platform. You acknowledge and agree that the unauthorized use of our Services could cause irreparable harm to Caden and that in the event of such unauthorized use, Caden shall be entitled to an injunction in addition to any other remedies available at law or in equity.
4.3. Misuse. In the event that Caden reasonably concludes that User has provided Caden with untrue or inaccurate information or is failing to comply with the Terms then Caden may suspend User’s access to the Service or terminate User’s Service account. If Caden bans you from the Platform and/or Services, you may not return for any reason or in any manner including with anew username or identity. In the event that you return, or attempt to return, after you’ve been banned, you will be deemed to have breached the Terms, and Caden reserves the right to pursue all rights and remedies available at law or in equity with respect to such breach.
4.4. Compliance with Laws. In its use of the Services, User shall comply with all applicable laws.
5. REWARDS PROGRAM
5.1. Program and Eligibility. In connection with a Caden Account, Caden offers Users the ability to earn Points (as defined below) for certain actions, activities, or transactions related to Making Connections and Sharing access to the Data Vault with Caden or Partners (collectively, the “Rewards Program”). The Rewards Program is offered at no additional charge to Users. The Rewards Program begins upon the opening of the User’s Caden Account. POINTS ARE NOT LEGAL TENDER AND HAVE NO CASH VALUE OUTSIDE OF THE REWARDS PROGRAM. YOU HAVE NO LEGAL INTEREST OR PROPERTY OR OTHER RIGHTS TO POINTS, AND THEY CANNOTBE BOUGHT, SOLD OR TRANSFERRED IN ANY WAY, TO ANY OTHER USER (INCLUDING UPONDEATH OR AS PART OF A DOMESTIC RELATIONS MATTER). IF (I) YOU TERMINATE ORDELETE YOUR CADEN ACCOUNT, (II) YOUR CADEN ACCOUNT FALLS OUT OF GOOD STANDING,OR (III) YOUR CADEN ACCOUNT IS INACTIVE FOR 12 CONSECUTIVE MONTHS, YOU WILLFORFEIT ANY POINTS IN YOUR POINTS BALANCE. All Users with a Caden Account in “Good Standing” (meaning it is not frozen or suspended) are eligible for the Rewards Program. By agreeing to the Terms, you hereby authorize Caden to record and analyze your actions related to Making Connections and Sharing in order to calculate an accrual of Points. Caden reserves the right to disqualify any User from participation in the Rewards Program, suspend your participation in the Rewards Program and/or freeze any accrual or redemption of Points if we suspect fraudulent activity in your Data Vault, Connections, Caden Account or any User behavior that violates the Terms.
5.2. Points Rewards. Caden will award “Points” to Users through the Rewards Program based on certain actions, activities, or transactions related to your Caden Account. Points are accrued, and your Point balance (“Point Balance”) is displayed in your Caden Account on the Mobile App. At this time, as long as your Caden Account remains open and in Good Standing, Points will accrue in the manner described. Points may be rescinded if Caden determines, in its sole discretion, that the Points were awarded to you in error, corresponding actions have been rescinded, or if there is fraudulent activity in your Data Vault, Connections, or Caden Account. If you believe that you are eligible for Points that were rescinded or that you have not received, or that you received Points that were calculated erroneously, please contact us.
5.3. Earning Points. By completing certain actions or performing activities, Users may receive Points. The Rewards Program core offering provides Points to Users based on Sharing Connections with Caden or Partners. The specific number of Points or rate of accrual for Points will be displayed in the Mobile App, and may change based on your Data Score, or in our discretion. Prior to Sharing with Caden or Partners, you will be informed how such actions will impact your accrual of Points, and will be given the option to accept or decline. Points, if available, may be accrued in the following ways:
(a) Initial Sharing Bonus: Each time you Share a new Connection with Caden, you may be offered a one-time reward of Points (“Bonus Points”). Bonus Points is a reward for Sharing your historical data and such Sharing will impact your Data Score. Bonus Points for each new Shared Connection will remain in a “pending” status in your Points Balance for 60 days while Caden verifies the authenticity of the Connection and Shared Data. After 60 days, the Bonus Points will become fully available to you.
(b) Monthly Data Score Points: We also may reward you on a monthly basis for continuing to Share Connections. Ongoing Sharing of Connections with Caden impacts your cumulative Data Score. At the end of each month, Caden will assess the movement of your Data Score over the previous month and reward you with Points commensurate with your Data Score (“Data Score Points”). Data Score Points will remain in a “pending” status in your Points Balance for 7 days while Caden verifies your Data Score.
(c) Partner Sharing: Caden’s Partners may offer you opportunities to be rewarded with Points for Sharing Connections with them. Any offer from Partners will be communicated to you at the time and the details of the Sharing and Points rewards clearly stated. Sharing with Partners does not impact your Data Score or increase your Data Score Points. THERE IS NO GUARANTEE OF POINTS OR MINIMUM AMOUNT ASSOCIATED WITH ANY SHARING ACTIONOR SHARED CONNECTION. Caden retains full discretion as to whether any Connection is eligible for Sharing or Points rewards. Caden may add to or expand the available opportunities for you to receive Points at any time with or without notice to you. Points accrued will be added to and visible in your Points Balance in either an “available” or “pending” status. Once Points are “available” in the Points Balance, they are eligible for redemption in accordance with the Terms. There is no limit on the number of Points a User can accrue. Please note that Points may be forfeited, revoked or rescinded from your Points Balance if we suspect fraudulent or illegal activity has occurred in your Data Vault, Connections, or Caden Account.
5.4. Redeeming Points. Users must unlock the redemption feature in order to redeem Points from their Points Balance (“Redemption”). In order to unlock Redemption, Users must first accrue 40,000 Points and have an active account for 30 days.
Once a User has unlocked Redemption, they will be able to redeem any “available” Points in their Points Balance by initiating Redemption to their Linked Bank Account(defined below). There is no minimum or maximum amount of Points a User must redeem per Redemption. Users can redeem Points up to once per week.
At this time, Points may be redeemed only for a cash equivalency credit to your Linked Bank Account (“Cash Back”).The Cash Back conversion formula is: 1,000 Points = $1.00 USD
Any applicable federal, state, or local tax obligations related to your Caden Account are your sole responsibility. Please consult your tax advisor concerning any such income or other tax consequences related to your participation in the Rewards Program.
5.5. Linked Bank Account. When setting up your Caden Account, you will be given the opportunity to link a third-party bank account to your Caden Account (“Linked Bank Account”). You are responsible for providing accurate, truthful information regarding your Linked Bank Account. You are responsible for ensuring your Linked Bank Account remains available to receive deposits or otherwise in good standing with your banking provider. Caden uses third-party service providers to maintain the link to your Linked Bank Account and deposit Cash Back. Caden is not a bank, a licensed money transmitter, or a licensed financial services company of any kind—nor does Caden make any representation to that effect. Caden disclaims all liability related to Cash Back deposits to your Linked Bank Account in connection with Redemption.
5.6. Program Terms. We reserve the right to suspend, alter, or terminate the features of the Rewards Program at any time. Our decisions regarding such suspension or termination are final. If Caden terminates the Rewards Program, you will have until the termination date to redeem your Points. Any unredeemed Points remaining after the termination date will be forfeited. We may, from time to time and at any time in our sole discretion, amend, change, or limit any of the terms and conditions of the Rewards Program. Such changes are effective to all Users. Changes may include, but are not limited to, the number of Points awarded, the type of actions which qualify for Points, the rate of Point accrual, the relationship of Data Score to Points, the Point to Cash Back conversion, the type and/or value of Points, the availability of the Rewards Program, the Rewards Program offerings, the Partner offerings, the expiration of Points, the imposition of an annual membership fee or the increase of any fees associated with the Rewards Program, or the number of Points which may be earned. Your continued receipt of Points and/or Cash Back credits does not give you any vested rights and you may not rely upon the continued availability of Points or Cash Back rewards. We will post any such changes to the Terms in the Mobile App, and it is your responsibility to review the Terms for any such changes.
5.7. Disclaimer. WITHOUT LIMITING THE FOREGOING, THE REWARDS PROGRAM, POINTS, AND REDEMPTION FEATURE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.NEITHER CADEN NOR ITS AGENTS OR REPRESENTATIVES WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE REWARDS PROGRAM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) ANY PARTICULAR RESULT OR OUTCOME CAN BE DEFINITIVELY ACHIEVED. CADEN IS NOT A PARTY TO AND MAKES NO WARRANTIES REGARDING ANY ISSUE IN CONNECTION WITH A DEPOSIT TO YOUR LINKED BANK ACCOUNT.
6. THIRD-PARTY SERVICES
6.1.
Third Party Content and Links. Content created by parties other than Caden may appear on the Platform, through Connections you Share, or through links accessible on the Platform or through the Services. Caden is not responsible for and assumes no liability for any such content created by others or posted by others. By using the Platform, you understand that the information and opinions in any non-Caden content represent solely the thoughts of the respective author and are neither endorsed by Caden nor do they necessarily reflect any opinions or beliefs held by Caden. The Platform may include hyperlinks to other platforms maintained or controlled by third parties unrelated to Caden. Caden is not responsible for and does not routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these other platforms. Caden is neither responsible for nor assumes any liability for the content of any platform maintained or controlled by any third party.
6.2.
App Stores. You acknowledge and agree that the availability of the Mobile App and the Services is dependent on the third party from whom you received the Mobile App license(for example, the Apple App Store or Google Play) (each, an “
App Store”). You acknowledge that the Terms is between you and Caden and not with the App Store. Caden, not the App Store, is solely responsible for the Platform and Services, including the Mobile App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access toa wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Platform or Services, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with all terms of Terms imposed by the applicable App Store when using the Platform or any Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) is a third-party beneficiary of the Terms and will have the right to enforce it.
6.3.
Accessing and Downloading the Mobile App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Terms is concluded between you and Caden only, and not Apple, and (ii) Caden, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the AppStore Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Caden and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Caden.
(d) You and Caden acknowledge that, as between Caden and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Caden acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Caden and Apple, Caden, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(f) You and Caden acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of Terms when using the App Store Sourced Application.
6.4.
Payment Processing. By agreeing to the Terms, you understand that Caden uses a third-party payment processor, Stripe Inc., to process credits from Redemption to your Linked Bank Account. By linking your Linked Bank Account to your Caden Account, you agree to be bound by Stripe’s Privacy Policy,(currently accessible at https://stripe.com/us/privacy) and Stripe’s Terms of Service(currently accessible at
https://stripe.com/us/terms).
7. CONFIDENTIAL INFORMATION
7.1. You acknowledge that you may receive information relating to Caden, its business, products, and services, and related intellectual property (collectively, “Confidential Information”) in connection with your use of the Services. You agree to keep the Confidential Information strictly confidential, not to publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to exercise your rights under the Terms. You agree that you will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. You agree to restrict access to the Confidential Information to such of your personnel, agents and consultants, if any, who have a have a need to know and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the Terms. You agree that you will not acquire any rights under any patent, copyright, trade secret, or other right, or assert any lien against Caden’s Confidential Information. Your obligations with respect to Confidential Information with continue even after you have stopped using the Services or delete your Caden Account. You agree to destroy or return any Confidential Information at Caden’s request or upon termination or expiration of the Terms. In the event of any unauthorized disclosure or loss of Confidential Information, you will immediately notify Caden. Not withstanding the foregoing, you may disclose Caden’s Confidential Information to the extent the disclosure is required by law or by order of a court or governmental agency. However, in such event, you will assist Caden in obtaining a protective order or similar protection to maintain the confidentiality of the Confidential Information to the extent possible. You acknowledge that any breach of this section will cause immediate and irreparable injury to Caden, and in the event of such breach, Caden will have the right to seek and obtain injunctive relief, and to pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
7.2. You agree to not issue press releases relating to Caden, or the Terms, or use any name, trademark, service mark, logo or commercial symbol of Caden, or any of Caden’s affiliates for any purposes, including in any brochures, advertisements, client lists or other promotional materials without prior written authorization by Caden in each instance.
8. TERM AND TERMINATION
8.1.
Term. The Terms commence on the date when you accept the Terms and remain in full force and effect while you use the Services (thus you may terminate by ceasing your use) or until terminated earlier in accordance with the Terms.
8.2.
Termination. Either party may terminate the Terms upon notice if the other party materially breaches the Terms, provided that (a) such party gives 30 days’ notice to such other party describing the manner in which the Terms has been breached, and (b)the breach remains uncured during such notice period. Notwithstanding the foregoing, Caden may suspend your access to the Service as described in Section
4. Further, you may terminate the Terms by deleting your Caden Account.
8.3.
Effect of Termination or Expiration. Following the termination or expiration of the Terms, Caden shall delete your Data Vault and User Data contained therein, to the fullest extent permitted by applicable law. Any Points remaining in your Points Balance will expire. Any ongoing Sharing with Caden or Partners will cease immediately, and any Points otherwise scheduled to accrue to your Points Balance will be terminated.
8.4.
Survival. Provisions of the Terms that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability, and Sections 7-13.
9. REPRESENTATION;
DISCLAIMER OF WARRANTIES
9.1. Authority. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Terms.
9.2. User Warranties. You further represent and warrant that: (a) you are 18 years or older, and reside in the United States; and (b)you have not previously been removed from the Platform or been suspended from the Services.
9.3. Data Accuracy. You understand and accept that Caden does not guarantee the accuracy of information available in the Data Vault, through the Connections, or otherwise with the Services.
9.4. Disclaimers.
(a) Services Disclaimer. USER ACCEPTS THE SERVICE “AS IS,” AND CADEN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CADEN DOES NOT WARRANT THAT THE SERVICES OR THE INFORMATION OBTAINED THROUGH OR STORED ON THE SERVICES WILL MEET YOUR REQUIREMENTS, IS ACCURATE, CURRENT, FREE OF ERRORS OR OMISSIONS, SECURE, RELIABLE, OR WILL BE UNINTERRUPTED OR ACCESSIBLE AT ANY PARTICULAR TIME. CADEN MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CADEN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(c) FROM TIME TO TIME, CADEN MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT CADEN’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.(d) No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT NEITHER CADEN NOR ITS AFFILIATES IS LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CADEN OR ITS AFFILIATESLIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. (e) Third-Party Materials. As apart of the Services, you may have access to materials that are hosted by another party. You agree that Caden has no responsibility to monitor such materials and that you access these materials at your own risk.
(f) Data Disclaimer. Caden is not responsible or liable for the accuracy of any Your Content. You assume sole responsibility for your use of this information.
10. INDEMNIFICATION
10.1. Indemnification. User shall defend, indemnify, and hold harmless Caden against any third party claim, suit, or proceeding(including resulting liabilities, damages and/or costs (such as, but not limited to, reasonable attorneys’ fees)) (collectively, “Losses”) to the extent arising out of: (a)your Connections or User Data; (b) your use of any Service in violation of the Terms; (c) your violation of any rights of another party, including any other User; (d) your violation of any applicable laws, rules or regulations; or (e)your gross negligence or willful misconduct.
10.2. Exclusions. User’s indemnity obligations as set forth in this Section 10 will not extend to any claim, suit, or proceeding for which (a) Caden fails to promptly notify User of the claim, (b)the Caden fails to promptly give User sole control over the defense and settlement of the claim, provided that User may not agree without the Caden’s consent (not to be unreasonably withheld) to any settlement that imposes any obligations upon or admits any wrongdoing on the part of Caden, or (c) the Caden fails to promptly provide User reasonable cooperation in such defense or settlement.
11. LIMITATION OF LIABILITY
11.1. No Consequential Damages. NEITHER CADEN NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES, SHALL BE LIABLE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE TERMS.
11.2. Dollar Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CADEN.IO’S TOTAL LIABILITY FOR ANY MATTERS ARISING OUT OF OR RELATED TO THE TERMS REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS.
11.3. Exclusions. NO LIMITATION OF LIABILITY IN THETERMS, WHETHER THROUGH THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, A CAP ON THE AMOUNT OF DAMAGES, OR OTHERWISE APPLIES TO EITHER PARTY’S LIABILITY FORM IS APPROPRIATION OF INTELLECTUAL PROPERTY, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, DEATH, OR PERSONAL INJURY.
11.4. Application. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 10 APPLY EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, THE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER SUCH LAW.
12. GOVERNING LAW; VENUE; ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW ANY CLAIM BETWEEN YOU AND CADEN IS RESOLVED.
12.1. Governing Law and Venue. THE TERMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE PROPER VENUE FOR ANY DISPUTES ARISING OUT OF OR RELATING TO ANY OF THE SAME WILL BE THE STATE AND FEDERAL COURTS LOCATED IN DELAWARE.
1.2. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator, or panel of arbitrators, instead of a judge or jury. Court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to: (a) arbitrability, (b)the scope or enforceability of the Terms to arbitrate in this Dispute Resolution section, or (c) the interpretation of the paragraph entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief”, shall be for a court of competent jurisdiction to decide. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights(which may be brought without the posting of a bond), any dispute arising from or relating to the subject matter of the Terms shall be finally settled in the state of Delaware, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”)then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
12.3. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND CADEN AGREE THAT EACH OF USMAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CADEN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF ANDONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THE TERMS, YOU AND CADEN ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
1.4. Copyright Infringement Complaint Procedures. If you believe that any content on the Platform or in the Services violates your copyright or another party’s rights, please notify Caden’s copyright agent by email at copyright@caden.io or in writing to Copyright Agent at 200 Varick St, New York, NY 10014. We prefer email. Your message must include the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address;(c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.” Caden will respond to all such notices, including as required by removing the infringing material or disabling links to infringing material. Caden will terminate a User’s access to and use of the Platform if, under appropriate circumstances, the user is determined to be an infringer of the copyrights or other intellectual property rights of Caden or others.
13. GENERAL PROVISIONS
13.1. International Users. At this time, the Platform and Services may only be accessed and used by residents of the United States of America.
13.2. Changes to the Service. Caden continually strives to improve its products and services, and reserves the right to improve or modify the Services and its features in any manner and at any time, including during the Term, at its sole discretion, provided however that such modifications will not materially reduce the functionality of the Services to User.
13.3. Waiver. A party’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default constitute a waiver of any subsequent breach or default.
13.4. Interpretation. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall begiven effect to the greatest extent possible and the remaining parts will remain in full force and effect.
13.5. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Caden’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Caden may freely assign the Terms.
13.6. Notices and Contact Information. Each party will send notices made pursuant to the Terms inwriting by postal delivery or a reputable international courier service, in either case with all postage and delivery fees pre-paid and a delivery confirmation required, to the address provided for such party on an applicable Plan Purchase Terms, or to such updated address as the party provides by notice in accordance with this Section. Notice will be deemed given when actually received by the other party, or when delivery is refused. User questions or communications regarding Caden, the Service, or the Terms can be sent tosupport@caden.io but will not serve as notice under the Terms.
13.7. Relationship Between the Parties. Nothing in the Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other.
13.8. Force Majeure. To the extent caused by hurricane, earthquake, other natural disaster or act of God, terrorism, war, labor unrest, epidemic, pandemic, general failure of the Internet or of communications systems, or other forces beyond the performing party’s reasonable control(collectively, “Force Majeure”), no delay, failure, or default, other than User’s failure to make payments when due, will constitute a breach of the Terms. The time for performance shall be extended for a period equal to the duration of the Force Majeure event. The performing party shall use reasonable efforts to minimize the delays, to notify the other party promptly, and to inform the other party of its plans to resume performance.
13.9. Injunctions. Each party agrees that breach of the Terms would cause the injured irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, the injured party will be entitled to injunctive relief against such breach or threatened breach, without the necessity of proving actual damages or posting a bond or other security. This Section shall not be taken to limit either party’s right to injunctive relief related to breach of a section of the Terms not listed in this Section.
1.10. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800)952-5210.
1.11. Entire Terms. The Terms, together with any other documents expressly incorporated by reference, constitutes the entire and exclusive understanding and Terms between User and Caden regarding User’s use of and access to the Service and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.
13.12. Contact. If you have any questions or concerns regarding the above terms and conditions, please contact us at support@caden.io with your query. We will do our best to address and resolve your concerns.
