These Terms of Service ("Terms") govern your access to and use of the website, writing, and services provided by Cadence Advisors Group LLC ("Cadence", "we","us", or "our"). By accessing our website, submitting an inquiry, or entering into an engagement with us, you agree to be bound by these Terms. If you are accessing or using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
These Terms apply in addition to any separate written engagement agreement between you and Cadence. If a signed engagement agreement conflicts with these Terms, the engagement agreement controls with respect to the engagement to which it applies.
1. Services and scope
Cadence provides advisory services in artificial intelligence strategy, implementation, governance, and related areas. The specific scope of each engagement — including deliverables, timeline, fees, assumptions, and responsibilities — is set out in a separately signed engagement letter, statement of work, or order form (each, an "Engagement Agreement").
Advice provided by Cadence is provided solely for the benefit of the named client under the relevant Engagement Agreement and solely for the purpose described in that agreement. Our advice is not intended to be, and should not be treated as, legal, tax, accounting, investment, or medical advice. You are responsible for obtaining independent professional advice in those areas as appropriate.
We rely on the accuracy and completeness of the information, data, documents, and representations provided by the client and its representatives. Cadence has no obligation to independently verify such information and will not be responsible for any harm arising from information that was inaccurate, incomplete, or misleading.
2. Fees and payment
Fees for our services are specified in the applicable Engagement Agreement. Fees may be structured as fixed-fee engagements, monthly retainers, time-based fees, or a combination thereof. Unless expressly stated otherwise, fees are quoted in United States dollars and are exclusive of taxes.
Invoices are payable within the period specified in the Engagement Agreement, or within thirty (30) days of the invoice date if no period is specified. Undisputed amounts that remain unpaid after the payment due date may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by applicable law. Card payments are processed by Stripe, Inc.; by providing payment details, you authorize us and our payment processor to charge the amounts due under the Engagement Agreement.
Refunds are governed by our Refund Policy.
3. Intellectual property
Pre-existing materials. Each party retains all right, title, and interest in and to its own pre-existing materials, including any frameworks, methodologies, templates, software, models, know-how, and proprietary processes developed or licensed by that party prior to or independent of an engagement ("Pre-existing Materials"). Nothing in these Terms or in any Engagement Agreement transfers ownership of Pre-existing Materials.
Deliverables.Upon full payment of all fees due for a given engagement, Cadence grants the client a non-exclusive, perpetual, non-transferable, non-sublicensable license to use the written deliverables produced under that engagement for the client's internal business purposes. Cadence retains ownership of the underlying Pre-existing Materials incorporated into deliverables and any generally applicable methodologies, frameworks, or know-how developed, refined, or applied in the course of the engagement.
Residual knowledge.Cadence and its personnel may retain and use residual knowledge — the ideas, concepts, know-how, and techniques retained in the unaided memory of personnel — for any purpose, provided that this does not involve the disclosure or use of the client's Confidential Information in breach of Section 4.
Website content. All content on this website, including the writing published on the blog, is owned by Cadence or its licensors and is protected by copyright and other intellectual property laws. You may read, share, and link to our writing. You may not reproduce, republish, or adapt it for commercial purposes without our prior written consent.
4. Confidentiality
Each party agrees to hold in confidence and not to disclose to any third party any non-public information received from the other party that is marked as confidential, that would reasonably be understood to be confidential given the nature of the information, or that is provided during or in connection with an engagement ("Confidential Information"). Each party agrees to use Confidential Information solely to perform its obligations or exercise its rights under the applicable Engagement Agreement.
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party; is independently developed by the receiving party without reference to the Confidential Information; is lawfully received from a third party without restriction; or is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party promptly notifies the disclosing party where legally permitted and reasonably cooperates in seeking protective treatment.
5. Client responsibilities
The client is responsible for providing accurate information, timely access to relevant personnel and systems, appropriate authority and approvals to proceed with the engagement, and compliance with all applicable laws in connection with the subject matter of the engagement. Delays or changes to the client's availability, information, or scope may affect the timeline and fees under the Engagement Agreement.
6. Warranties and disclaimers
Cadence warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards for comparable advisory services. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THESE TERMS OR A SIGNED ENGAGEMENT AGREEMENT, THE WEBSITE, WRITING, AND SERVICES ARE PROVIDED "AS IS", AND CADENCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Artificial intelligence systems produce probabilistic outputs. Any projections, estimates, or forward-looking recommendations provided in the course of an engagement are based on assumptions that may not hold, data that may be incomplete, and methodologies that involve judgment. Cadence does not guarantee any specific business outcome.
7. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CADENCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, WRITING, OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT CADENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CADENCE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO CADENCE UNDER THE RELEVANT ENGAGEMENT AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMIT IS CUMULATIVE AND NOT PER-INCIDENT.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, gross negligence, or, where applicable, death or personal injury caused by negligence.
8. Indemnification
Each party will defend, indemnify, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of these Terms or an Engagement Agreement, subject to the indemnified party providing prompt notice, reasonable cooperation, and sole control of the defense and settlement of the claim.
9. Non-solicitation
During an engagement and for twelve (12) months after its conclusion, the client agrees not to solicit for employment or otherwise engage as an independent contractor any Cadence personnel who materially contributed to the engagement, without Cadence's prior written consent. General solicitation not directed at Cadence personnel (such as public job postings) and responses to such general solicitations are not prohibited.
10. Termination
Either party may terminate an engagement as provided in the Engagement Agreement. Upon termination, the client will pay Cadence for services performed and expenses incurred through the effective date of termination. Sections that by their nature are intended to survive termination (including intellectual property, confidentiality, limitation of liability, indemnification, non-solicitation, and governing law) will survive.
11. Governing law and dispute resolution
These Terms and any Engagement Agreement that does not specify otherwise are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms or an engagement will first be the subject of good-faith negotiation between senior representatives of each party for a period of at least thirty (30) days. If the dispute is not resolved through negotiation, it will be finally resolved by binding arbitration administered by a reputable arbitration body under its then-current commercial rules, seated in Wilmington, Delaware. Judgment on any award may be entered in any court of competent jurisdiction.
Nothing in this Section prevents either party from seeking preliminary injunctive relief in a court of competent jurisdiction where necessary to protect confidential information or intellectual property rights.
12. Changes to these Terms
We may update these Terms from time to time. If we make material changes that affect your rights, we will notify you through our website, by email, or through your engagement contact. Your continued use of our website or services after the effective date of a change constitutes acceptance of the updated Terms.
13. Contact
Cadence Advisors Group LLC
Attn: Legal
legal@cadenceadvisors.com