Terms of Service
Last updated: August 21, 2026
These Terms of Service (“Terms”) are a legal agreement between you and Cdaeris Agency (“Cdaeris”, “we”, “us”), a business operating from British Columbia, Canada. They govern your use of:
- the cdaeris.com website and online store (the “Site”);
- Cadence — our hosted meetings, tasks, time-tracking and business-reporting application at cadence.cdaeris.com;
- Ascend — our hosted learning platform and client portal at ascend.cdaeris.com, and the course content delivered through it;
- our consulting and advisory services.
We call all of the above the “Services“. Cadence and Ascend together are the “Applications“.
By creating an account, subscribing, purchasing, or otherwise using the Services, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm you have authority to bind it, and “you” means that organisation.
1. What the Applications are — and are not
Cadence and Ascend are hosted, cloud-based software services that you access over the internet. No software is licensed, sold or delivered to you for installation on your own equipment. You receive a right of access for the term of your subscription, and nothing more.
2. Definitions
- Account — your credentials and record of access to an Application.
- Authorised User — a named individual you permit to use an Application under your subscription.
- Customer Data — all data, content and records you or your Authorised Users submit to, create in, or authorise an Application to retrieve on your behalf.
- Connected System — a third-party system you authorise an Application to read from or write to, such as ConnectWise Manage, Datto Autotask, QuickBooks Online or Desktop, Microsoft 365, SharePoint, IT Glue, JazzHR, Google Analytics, LinkedIn or Granola.
- Course Content — the videos, text, quizzes, downloadable files and other materials made available through Ascend.
- Subscription Term — the recurring period you have paid for, normally one month.
3. Eligibility
The Services are intended for business use by organisations and by individuals aged 18 or over. By using them you confirm you meet that requirement and that you are not barred from doing so under any applicable law or sanctions programme.
4. Accounts, users and security
- Account information must be accurate and kept current.
- You are responsible for everything that happens under your Account and those of your Authorised Users, including their compliance with these Terms.
- Credentials are personal to one named individual and must not be shared. Concurrent use of one Account by more than one person is a breach of these Terms and, in Ascend, a breach of the Course Content licence.
- Where an Application supports organisation administrators, those administrators can add, remove and manage users in your organisation and can see the records of the users they manage.
- Tell us promptly at growth@cdaeris.com if you suspect any unauthorised access.
5. Cadence — specific terms
5.1 Connected Systems. Cadence’s value comes from reading your existing business systems. When you connect one, you represent and warrant that you have the right and all necessary authority and consents to grant that access and to have the resulting data processed in Cadence. You are responsible for the credentials and permission scopes you grant. You may revoke any connection at any time from within Cadence or from the third-party system itself.
5.2 Sending email as a user. Cadence’s client-conversation feature sends email through Microsoft 365 using delegated permission for the signed-in user, so messages leave from that user’s own mailbox. By using the feature you authorise Cadence to send on that user’s behalf when instructed by that user or by a workflow that user configured.
5.3 Meeting summaries and transcripts. If you connect Granola, Cadence stores the summary and full transcript of matching meetings. You are solely responsible for obtaining any consent to record or transcribe a conversation that the law requires in the jurisdictions of every participant. Cdaeris does not initiate recording and cannot verify that consent was obtained.
5.4 Reporting is not professional advice. Cadence assembles metrics, dashboards and financial reports from data in your Connected Systems. The output depends entirely on the accuracy and configuration of those source systems. Nothing Cadence produces is accounting, tax, audit, legal or investment advice, and it is not a substitute for your own books of record or your professional advisers. Verify anything you intend to rely on.
5.5 Third-party dependence. Connected Systems are outside our control. If a vendor changes its API, imposes rate limits, suffers an outage or withdraws access, the affected Cadence features may degrade or stop working. That is not a breach of these Terms, and we are not liable for it, though we will make reasonable efforts to restore or adapt the feature.
6. Ascend — specific terms and the Course Content licence
6.1 Licence. Subject to payment and to these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and view the Course Content you are entitled to, for your own internal business or professional development purposes, for as long as your subscription or purchase entitlement remains valid.
6.2 Restrictions. You must not, and must not permit anyone else to:
- share, resell, sublicense, rent, publish, broadcast or otherwise redistribute Course Content, or give anyone else access to your Account;
- download, record, screen-capture, copy or retain video content, except where a file is explicitly offered as a download — and any such file remains licensed on the same terms;
- circumvent, disable or interfere with digital rights management, signed access links, watermarking or any other access-control measure;
- use Course Content to create, train or improve a competing course, curriculum, model or dataset;
- remove or obscure any copyright, trademark or attribution notice.
6.3 Files marked downloadable. Templates, worksheets and similar files offered for download may be used internally within your organisation for its own operations. They may not be distributed outside it, sold, or offered to your own clients as a deliverable, without our written permission.
6.4 Certificates. A certificate records that our system observed completion of a course. It is not an accreditation, licence or professional qualification, and it is not issued or endorsed by any accrediting body. We may revoke a certificate obtained through shared credentials or other circumvention.
6.5 The bundled Cadence entitlement. An All-You-Can-Eat (“AYCE”) Ascend subscription includes access to Cadence for the duration of that subscription. If the AYCE subscription ends, lapses or is cancelled, the bundled Cadence access ends with it, unless you hold a separate Cadence subscription.
6.6 Content changes. Courses evolve. We may add, update, reorganise or retire Course Content. We will not remove a course you separately purchased outright within twelve months of that purchase without offering a comparable replacement or a pro-rated refund.
7. Fees, billing, renewal and cancellation
7.1 Currency and taxes. Prices are in Canadian Dollars (CAD) unless stated otherwise. Applicable taxes are added at checkout and are your responsibility.
7.2 Payment. Subscriptions and Application purchases are processed by Stripe. Site store orders may be processed by Stripe or PayPal. By subscribing you authorise us to charge your payment method on each renewal without further notice until you cancel. We do not receive or store your full card number.
7.3 Renewal. Subscriptions renew automatically at the end of each Subscription Term at the then-current price for that plan.
7.4 Cancellation. You may cancel at any time. Cancellation takes effect at the end of the Subscription Term you have already paid for. You keep access until then. Amounts already paid for the current term are not refunded, and partial terms are not prorated.
7.5 One-time purchases. Individual course and module purchases are one-time, non-recurring, and final once you have accessed the content. If you have not accessed any part of the purchased content, contact us within 14 days and we will refund it.
7.6 Price changes. We may change subscription pricing. We will give existing subscribers at least 30 days’ notice by email before a change applies to them, and the change takes effect at their next renewal. If you do not accept it, cancel before that renewal.
7.7 Failed or late payment. If a payment fails we may retry it. If it remains unpaid we may suspend access after giving you notice and a reasonable opportunity to fix it, and may terminate under section 13 if it stays unpaid.
7.8 Consulting engagements. Consulting and advisory work is quoted and invoiced separately under its own proposal, statement of work or engagement letter, which prevails over this section for that work. These Terms otherwise still apply.
7.9 Introductory pricing. Pricing described as introductory or limited-time applies only for the period stated. Afterwards the standard price applies at your next renewal, on the notice in clause 7.6.
8. Customer Data
8.1 You own it. You retain all right, title and interest in Customer Data. We claim no ownership of it.
8.2 Our licence. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and back up Customer Data, and to disclose it to the subprocessors listed in our Privacy Policy, solely to provide and support the Services to you and as otherwise instructed by you. That licence ends when the data is deleted under section 13.
8.3 Your responsibilities. You represent and warrant that you have all rights, authority, consents and lawful bases needed for Customer Data to be submitted to and processed in the Applications, including in respect of your own personnel, clients and applicants. You are responsible for the accuracy and legality of Customer Data.
8.4 Roles. For Customer Data, you act as the controller (or “business”) and Cdaeris acts as a processor (or “service provider”) on your instructions, as described in our Privacy Policy. A Data Processing Agreement is available on request from growth@cdaeris.com.
8.5 Export. While your subscription is active you may export your Customer Data using the features available in the Application, and we will assist with a reasonable one-off export request.
9. Artificial intelligence features
Some features send Customer Data to a third-party AI provider — currently Anthropic, and WalterWrites for rewriting draft social content — to generate a result.
- We do not train any model on your Customer Data, and we use these providers under terms that do not permit them to train their models on data we submit through their APIs.
- AI output can be inaccurate, incomplete or misleading. It is a draft or suggestion for a person to review, never a final answer. You are responsible for reviewing it before relying on, publishing or acting on it.
- We do not use AI features to make decisions about individuals that have legal or similarly significant effects, and you must not configure or use them to do so.
- Where a feature publishes content externally, such as to LinkedIn, a person must approve the content before it publishes. You are responsible for what is published from your Account.
10. Acceptable use
You must not, and must not permit any Authorised User to:
- use the Services unlawfully, or to store or transmit unlawful, infringing, defamatory or harmful material;
- upload malicious code, or attempt to gain unauthorised access to the Services, another customer’s data, or any underlying system;
- probe, scan, penetration-test, load-test or attempt to circumvent rate limits, quotas or access controls without our prior written consent;
- reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Applications, except to the extent that right cannot lawfully be excluded;
- copy, frame, mirror or resell any part of the Applications, or make them available to any third party other than your Authorised Users;
- use the Services to build or train a competing product or service, or to benchmark them for publication without our consent;
- use automated means to extract data from the Applications beyond the features and APIs we provide;
- interfere with the integrity, performance or availability of the Services, or with any other customer’s use of them;
- use the Services to send unsolicited bulk messages, or in breach of Canada’s anti-spam legislation or any equivalent law.
We may suspend access immediately, without prior notice, where continued use presents a genuine risk of harm to the Services, to us, or to another customer. We will tell you why as soon as practicable.
11. Intellectual property
- Ours stays ours. The Applications, the Site, the Course Content, our methodologies, frameworks, templates and branding, and all improvements to them, remain the property of Cdaeris and its licensors. Nothing in these Terms transfers ownership.
- No implied rights. Rights not expressly granted are reserved.
- Feedback. If you send us suggestions, bug reports or ideas, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation or attribution. We will not identify you as the source without your permission.
- Aggregated statistics. We may compile aggregated, de-identified statistics about how the Applications are used, and use them to operate and improve the Services. Such statistics will never identify you, your Authorised Users, your clients, or your Customer Data.
12. Availability, support and changes
- We will make commercially reasonable efforts to keep the Applications available. We do not currently offer a contractual uptime service level unless one is separately agreed in writing with you.
- We may perform maintenance, and will try to schedule disruptive work outside normal business hours in the Pacific time zone.
- Support is provided by email at growth@cdaeris.com during Canadian business days.
- We may change, add or remove features. If we remove or materially degrade a feature you are actively relying on, we will give you at least 30 days’ notice by email, and if the change materially harms you, you may terminate the affected subscription and receive a pro-rated refund of any prepaid, unused fees.
- Features labelled beta, preview or experimental are provided as-is, may change or disappear without notice, and are excluded from any commitment in this section.
13. Term, suspension and termination
- These Terms apply from your first use of the Services until all your subscriptions and Accounts are terminated.
- You may cancel a subscription at any time under clause 7.4, or close your Account by contacting us.
- We may suspend or terminate for material breach of these Terms, for non-payment after notice, or where required by law. Except for the immediate-risk case in section 10, we will give you notice and, where the breach is capable of remedy, 14 days to remedy it.
- We may also discontinue an Application entirely on 90 days’ notice, refunding any prepaid, unused fees.
- On termination: your right to access ends; the Course Content licence in section 6 ends immediately; and we retain your Customer Data for 30 days so you can export it, after which we delete it from live systems, with residual backup copies ageing out within 90 days. We will delete sooner on your written request.
- Sections 8.1, 11, 14, 15, 16, 17 and 19, and any accrued payment obligation, survive termination.
14. Confidentiality
Each of us may receive non-public information from the other. Each will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted, with prompt notice to the other party where lawful.
15. Disclaimers
To the fullest extent permitted by law, the Services are provided “as is” and “as available”, and we disclaim all warranties, conditions and representations not expressly stated in these Terms, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.
We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, that they will meet your requirements, or that any output, report, metric, score or AI-generated result will be accurate, complete or suitable for your purposes.
Nothing in the Services constitutes accounting, tax, audit, legal, financial, investment, human-resources or medical advice. Our consulting services are business advisory in nature and are not a substitute for advice from a qualified professional in a regulated field.
Some jurisdictions do not allow the exclusion of certain warranties. Where that applies to you, the exclusions above are limited to the minimum extent the law permits, and nothing in these Terms limits any non-excludable statutory right you have as a consumer.
16. Limitation of liability
To the fullest extent permitted by law:
- No indirect damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, lost or corrupted data, or business interruption, however caused and under any theory of liability, even if advised of the possibility.
- Cap. Each party’s total aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the amounts you paid us for the affected Service in the one-month period immediately before the event giving rise to the claim, or (b) CAD $100.
- Exclusions from the cap. The cap and the exclusion of indirect damages do not apply to: your obligation to pay fees due; either party’s liability for fraud, fraudulent misrepresentation, wilful misconduct or gross negligence; death or personal injury caused by negligence; your indemnity obligations in section 17; or any liability that cannot be limited by law.
These limits apply in the aggregate across all claims and reflect an agreed allocation of risk that is reflected in our pricing.
17. Your indemnity
You will defend and indemnify Cdaeris against third-party claims, and against resulting losses, damages and reasonable legal costs, arising from:
- Customer Data, including any claim that it infringes a third party’s rights or was provided or processed unlawfully;
- your authorisation of, or credentials for, a Connected System, including any breach of that system’s own terms;
- failure to obtain a consent required to record or transcribe a meeting, as described in clause 5.3;
- content published externally from your Account, including social posts and email sent through the Applications;
- your breach of section 6 (Course Content licence) or section 10 (Acceptable use).
We will notify you of the claim, allow you to control the defence with counsel of your choosing (subject to our approval of any settlement that admits fault or imposes an obligation on us), and cooperate at your expense.
18. Privacy
Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Please read it — particularly the distinction it draws between data we control and Customer Data we process on your behalf.
19. Governing law and disputes
- These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
- The courts of British Columbia have exclusive jurisdiction, and each party submits to their jurisdiction — except that either party may seek injunctive relief anywhere to protect its intellectual property or confidential information.
- Talk to us first. Before starting proceedings, please raise the issue in writing at growth@cdaeris.com and give us 30 days to resolve it in good faith.
- The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- If you access the Services from outside Canada, you are responsible for complying with your local law, and you must not use them where doing so would be unlawful.
20. Changes to these Terms
We may update these Terms. The revision date at the top shows the current version.
- For the Site and for free use, changes take effect when posted.
- For paying subscribers, we will give at least 30 days’ notice by email of any material change, and it will take effect at your next renewal. If you do not accept it, cancel before that renewal; continuing to use the Services after it takes effect means you accept it.
21. General
- Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labour action, epidemic, act of government, or failure of a telecommunications, hosting or third-party service provider. Payment obligations are not excused.
- Assignment. You may not assign these Terms without our written consent, except to a successor of your business that assumes them in full. We may assign them in connection with a merger, acquisition or sale of assets, on notice to you.
- Severability. If a provision is unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest stays in force.
- No waiver. A failure to enforce a provision is not a waiver of it.
- Notices. Notices to us go to growth@cdaeris.com. Notices to you go to the email address on your Account, and are deemed received on the next business day after sending. Keep that address current.
- Independent parties. Nothing here creates a partnership, joint venture, employment or agency relationship.
- No third-party beneficiaries. These Terms benefit only you and us.
- Order of precedence. If a signed agreement, order form or statement of work between us conflicts with these Terms, that document prevails for the subject it covers. Otherwise these Terms, together with the Privacy Policy, are the entire agreement between us on their subject and supersede prior discussions and agreements.
- Language. These Terms are in English, and English governs their interpretation.
22. Contact
Cdaeris Agency
British Columbia, Canada
Email: growth@cdaeris.com
Website: cdaeris.com
Acknowledgment. By creating an account, subscribing, purchasing, or using the Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.
