Terms of Use

These Terms of Use ("Terms") govern your access to and use of the Cadence Platform provided by Nothon's GmbH ("Company", "we", "us", or "our").

By accessing or using the Platform, you agree to be bound by these Terms.

These Terms form part of the Cadence legal framework and should be read together with the Legal Overview and the other applicable legal documents referenced therein. Unless otherwise stated, capitalised terms have the meanings defined in the Legal Overview.

By creating an Account, accessing the Platform, or using any part of the Platform, you agree to these Terms.

If you are using the Platform on behalf of a Tenant Organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

You must have the legal capacity required under the laws applicable to you to enter into this agreement.

Cadence is a cloud-based software platform that enables Tenant Organizations to manage their own services, users, content, communications, and business operations.

The Company provides the Platform but is not a party to the services, activities, or transactions conducted by Tenant Organizations through the Platform.

Each Tenant Organization is responsible for the operation of its own Workspace and for its relationships with its End Users.

Access to the Platform requires an Account.

Users are responsible for maintaining the confidentiality of their Account credentials and for all activities performed using their Account.

Administrators are responsible for managing access to their Workspace, including assigning permissions and maintaining accurate account information.

You must provide accurate information and promptly update it if it changes.

The Company may suspend or restrict Accounts where necessary to protect the Platform, other users, or to comply with applicable law.

Subject to these Terms and any applicable Subscription, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purposes.

This licence does not transfer ownership of the Platform or any intellectual property rights.

You may not use the Platform beyond the scope permitted by these Terms or applicable law.

Certain features of the Platform require a paid Subscription.

Subscriptions are governed by the selected plan, applicable pricing, and any published Resource Limits.

Subscription fees, billing periods, renewals, taxes, and payment obligations are described during the subscription process.

Failure to pay applicable fees may result in restrictions, suspension, or termination of access in accordance with these Terms.

The Company may change subscription plans or pricing for future billing periods by providing reasonable notice.

Tenant Organizations retain ownership of their Content.

You are solely responsible for the accuracy, legality, and integrity of any Content submitted to or managed through the Platform.

You grant the Company the limited rights necessary to host, process, store, transmit, back up, and display your Content solely for the purpose of operating, maintaining, securing, and improving the Platform.

The Company does not claim ownership of your Content.

The Platform, including its software, documentation, designs, trademarks, logos, branding, and other intellectual property, is owned by or licensed to the Company and is protected by applicable intellectual property laws.

Except for the limited licence granted under these Terms, no rights are transferred to you.

If you voluntarily provide suggestions, feedback, or ideas regarding the Platform, you grant the Company the right to use them without restriction or compensation.

The Company continually develops and improves the Platform.

We may modify, update, replace, or discontinue features where reasonably necessary.

Scheduled maintenance, security updates, technical improvements, or circumstances beyond our control may temporarily affect Platform availability.

Any service commitments applicable to eligible subscriptions are described separately in the Service Level Agreement (SLA).

You must use the Platform lawfully and responsibly.

You must not:

• violate applicable laws or regulations;
• interfere with the operation or security of the Platform;
• attempt to gain unauthorised access to any Workspace, Account, or system;
• introduce malicious software or harmful code;
• reverse engineer, copy, or exploit the Platform except where expressly permitted by law;
• use the Platform to distribute unlawful, fraudulent, abusive, or infringing content;
• impersonate another person or organisation;
• misuse the Platform in a manner that adversely affects other users or the Company.

The Company may suspend or restrict access where reasonably necessary to:

• protect the security or integrity of the Platform;
• investigate suspected misuse;
• comply with legal obligations;
• respond to non-payment;
• prevent harm to other users or the Company.

Tenant Organizations may terminate their Subscription in accordance with the applicable subscription terms.

Upon termination, access to the Platform may cease, subject to any applicable retention periods or legal obligations.

Sections intended to survive termination, including those relating to intellectual property, liability, indemnification, and governing law, remain in effect.

The Platform may integrate with or rely upon Third-Party Services.

The availability and functionality of such services depend on their respective providers.

The Company is not responsible for the operation, availability, or policies of Third-Party Services except where required by applicable law.

The Platform is provided on an "as available" basis.

To the maximum extent permitted by law, the Company does not guarantee uninterrupted availability, error-free operation, or that the Platform will meet every individual requirement.

The Company does not provide, supervise, or assume responsibility for services delivered by Tenant Organizations through the Platform.

Nothing in these Terms excludes rights that cannot be excluded under applicable law.

To the maximum extent permitted by applicable law, the Company's liability arising out of or relating to the Platform shall be limited to the amount paid by the applicable Tenant Organization for the Platform during the twelve (12) months preceding the event giving rise to the claim.

The Company shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, business interruption, loss of goodwill, or loss of data.

Nothing in these Terms limits liability that cannot legally be excluded or limited.

You agree to indemnify and hold harmless the Company from claims, liabilities, damages, and expenses arising from:

• your breach of these Terms;
• your unlawful use of the Platform;
• your infringement of the rights of another person or organisation.

This obligation applies only to the extent permitted by applicable law.

These Terms are governed by the laws of Switzerland, excluding its conflict of law rules.

The courts of the Canton of Zug, Switzerland, shall have exclusive jurisdiction unless mandatory law provides otherwise.

Before commencing legal proceedings, the parties agree to make reasonable efforts to resolve disputes through good-faith discussions.

Nothing in these Terms limits mandatory consumer rights that apply under applicable law.

The Company may update these Terms from time to time.

Where changes materially affect your rights or obligations, we will provide reasonable notice through the Platform or by other appropriate means.

Your continued use of the Platform after the effective date of revised Terms constitutes acceptance of those changes.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights.

The Company may assign or transfer its rights and obligations under these Terms as part of a merger, acquisition, corporate restructuring, or sale of assets.

Neither party shall be liable for delays or failures resulting from events beyond its reasonable control.

These Terms, together with the other documents forming the Cadence legal framework, constitute the entire agreement between the parties regarding the use of the Platform and supersede any prior agreements relating to the same subject matter.