We Are Serious About Protecting
Intellectual Property

I. Purpose & Platform Overview

Cadly operates a collaborative design and product-development platform ("Platform") on which users, designers, engineers, and creative professionals may submit, develop, discuss, and collaborate on product ideas and designs. The purpose of this Agreement is to: (a) protect the intellectual property rights of all Platform users; (b) safeguard the proprietary systems and information of Cadly; (c) prevent the unauthorized disclosure, reproduction, or exploitation of any idea, design, concept, or product submitted or shared on the Platform; (d) prevent unfair competition arising from relationships formed through use of the Platform; and (e) establish clear rights, obligations, and remedies for all parties.

II. Intellectual Property Rights & Ownership

2.1 User-Owned IP. All original ideas, concepts, designs, drawings, prototypes, specifications, product descriptions, and any other creative or technical materials submitted by a User to the Platform ("User Content") remain the sole and exclusive intellectual property of the submitting User, unless the User explicitly and in writing transfers, licenses, or assigns such rights to another party. Cadly does not claim ownership of User Content.

2.2 Platform IP. The Cadly platform, including but not limited to its software, interfaces, algorithms, branding, trademarks, trade dress, logos, and any derivative works created by Cadly, are and shall remain the exclusive property of Cadly, Inc. No right, title, or license in Cadly's proprietary technology is granted to any User except as expressly stated herein.

2.3 No Internal Use of User IP by Cadly. Cadly, its employees, officers, contractors, advisors, and affiliated entities are expressly prohibited from using, reproducing, commercializing, pitching, filing patents or trademarks based on, or otherwise exploiting any User Content for any purpose other than the operation, maintenance, and improvement of the Platform. Any Cadly personnel found to have misused User Content shall be subject to disciplinary action and personal liability.

2.4 Prohibition on IP Infringement. Users are expressly prohibited from: (i) reproducing, copying, distributing, displaying, or creating derivative works from another User's Content without the express written consent of the rights-holder; (ii) registering, patenting, or otherwise claiming ownership of any idea or design that belongs to another User or to Cadly; (iii) misappropriating, reverse engineering, or exploiting any proprietary information encountered on the Platform; (iv) removing, obscuring, or altering any copyright, trademark, or proprietary notice; and (v) uploading or submitting any Content that infringes upon the intellectual property rights of any third party.

2.5 DMCA Compliance. Cadly complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). Any User who believes their intellectual property has been infringed may submit a formal takedown notice to Cadly's designated copyright agent. Cadly reserves the right to remove infringing content and terminate the accounts of repeat infringers.

III. Authorship Timestamping & Provenance Records

3.1 Automatic Timestamping. Upon submission of any User Content, Cadly automatically generates a cryptographically secured timestamp ("Authorship Record") recording: (i) the identity of the submitting User; (ii) the exact date and time of submission (UTC); (iii) a unique hash of the submitted content; and (iv) the applicable version history. This Authorship Record serves as Cadly's internal documentation of original authorship and priority of creation.

3.2 User Access to Records. Users may request a copy of their Authorship Records at any time. These records may be used as supporting evidence in intellectual property disputes, patent applications, or legal proceedings. Cadly will cooperate in good faith with lawful requests for such records in connection with legal proceedings.

3.3 Record Retention. Cadly shall retain Authorship Records for a minimum of seven (7) years following the date of submission, or for such longer period as may be required by applicable law.

3.4 Limitation. Authorship Records document the date content was submitted to Cadly's Platform and do not constitute a legal patent, copyright registration, or any other government-issued intellectual property protection. Users are encouraged to independently register their intellectual property with the appropriate governmental authorities.

IV. Access Logging & Digital Audit Trail

4.1 View & Access Logging. The Platform automatically logs all content access events, including: (i) which Users viewed or interacted with specific User Content; (ii) the date, time, and duration of each access event; (iii) the IP address and device associated with each access; and (iv) any downloads, shares, or exports initiated by any User. This audit trail exists to protect the rights of content creators and to enable investigation of suspected infringement.

4.2 User Acknowledgment. By using the Platform, each User expressly consents to the collection and storage of access log data as described in this Section. Users acknowledge that this data may be disclosed to law enforcement authorities, courts, or arbitral tribunals in connection with an investigation of suspected IP theft or other violations of this Agreement.

V. Screenshot, Recording & Export Prohibition

5.1 Prohibition. Users are strictly prohibited from: (i) taking screenshots, screen recordings, or photographs of any other User's Content displayed on the Platform; (ii) using any screen capture software, browser extension, or third-party tool to capture, record, or extract another User's Content; (iii) printing, downloading, or exporting another User's Content without their explicit written permission; or (iv) sharing or publishing any captured image or recording of another User's Content by any means, including social media, email, or messaging applications.

5.2 Enforcement. Violation of this Section constitutes a material breach of this Agreement and may constitute misappropriation of trade secrets under applicable law. Cadly reserves the right to implement technical measures to detect and prevent unauthorized capture of Platform content.

VI. Artificial Intelligence & Generative Tools Policy

6.1 Prohibition on Feeding Platform Content into AI Tools. Users are strictly prohibited from: (i) inputting, uploading, describing, or otherwise submitting any other User's Content, Confidential Information, or Cadly proprietary materials into any external AI, machine learning, or generative tool, including but not limited to image generators, text generators, design AI tools, or code generation tools; (ii) using AI-generated outputs that are derived from or substantially similar to another User's protected Content; or (iii) using any AI tool to reverse engineer, reconstruct, or approximate another User's proprietary designs or concepts.

6.2 AI-Generated Content Submitted to Platform. Users who submit AI-generated content represent and warrant that: (i) they have the legal right to submit such content; (ii) the content does not infringe upon any third party's intellectual property; and (iii) the content was not generated using another Platform User's protected Content as an input or reference. Users who submit AI-generated content derived from another User's IP shall be liable for any resulting infringement claims.

VII. Non-Disclosure Obligations

7.1 Definition of Confidential Information. "Confidential Information" means any non-public information, data, materials, concepts, inventions, trade secrets, business strategies, financial data, technical information, or other proprietary knowledge disclosed by one party to another through or in connection with use of the Platform, whether disclosed orally, visually, in writing, in digital form, or by any other means, and whether or not marked as "confidential."

7.2 Non-Disclosure Obligation. Each User agrees to: (i) hold all Confidential Information in strict confidence; (ii) not disclose, publish, distribute, or transmit any Confidential Information to any third party without prior written consent; (iii) use Confidential Information solely for the purpose of collaborating on the Platform; (iv) employ at least the same degree of care as the Receiving Party uses to protect its own confidential information, but in no event less than reasonable care; and (v) promptly notify the Disclosing Party upon discovering any actual or suspected unauthorized disclosure.

7.3 Duration. Non-disclosure obligations shall survive termination of this Agreement for a period of five (5) years, or for as long as the information qualifies as a trade secret under applicable law, whichever is longer.

7.4 Exclusions. Obligations under Section 7.2 shall not apply to information that: (i) is or becomes publicly available through no act of the Receiving Party; (ii) was rightfully in the Receiving Party's possession before disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law or court order, provided prompt written notice is given.

VIII. Non-Compete & Non-Solicitation

8.1 Non-Compete. During any active Platform collaboration and for two (2) years following its conclusion, each User agrees not to directly or indirectly: (i) develop, commercialize, market, sell, or profit from any product, design, or concept substantially similar to Confidential Information or User Content to which they were exposed through a Platform collaboration; or (ii) engage in any business activity that directly exploits or competes with a product concept disclosed to the User in confidence by another User.

8.2 Non-Solicitation. During Platform participation and for one (1) year thereafter, each User agrees not to directly or indirectly solicit, recruit, or induce any other User or Cadly employee or contractor to terminate or diminish their relationship with Cadly or to violate this Agreement.

8.3 Geographic Scope. The restrictions in Section 8.1 apply worldwide, given the global nature of the Platform and universal enforceability of intellectual property rights.

IX. User Content Rights & Right to Removal

9.1 User's Right to Delete. Users may request the deletion of their own User Content from the Platform at any time. Upon receipt of a valid deletion request, Cadly shall: (i) remove the Content from all public and shared areas within seven (7) business days; (ii) purge the Content from Cadly's active servers within thirty (30) days; and (iii) provide written confirmation of deletion to the requesting User.

9.2 Residual Copies. Notwithstanding Section 9.1, Cadly may retain: (i) Authorship Records and access logs as required under Sections III and IV; (ii) backup copies for a period not to exceed ninety (90) days following deletion; and (iii) copies required to be retained by applicable law or in connection with an ongoing legal dispute.

9.3 Effect on Third-Party Access. Deletion of User Content does not automatically terminate any collaboration agreements already in effect between Users at the time of deletion. Cadly bears no responsibility for Content that was copied by another User prior to the deletion request in violation of this Agreement.

X. Acceptable Use Policy

10.1 Permitted Use. The Platform is provided solely for the purpose of legitimate product design collaboration, creative development, and related professional activities. Any other use is prohibited.

10.2 Prohibited Uses. Users shall not: (i) use automated bots, scrapers, crawlers, or scripts to access or collect data from the Platform; (ii) attempt to probe, scan, or test the vulnerability of Cadly's systems; (iii) share account credentials or allow any third party to access the Platform through their account; (iv) create multiple accounts to circumvent Platform restrictions; (v) use the Platform to transmit spam, unsolicited commercial messages, or malicious content; (vi) harvest, collect, or store personal information about other Users without their consent; or (vii) use the Platform in any manner that places an unreasonable load on Cadly's infrastructure.

10.3 API Abuse. Users granted API access agree to use such access only in accordance with Cadly's published API guidelines. Unauthorized API access, rate limit circumvention, and any use of the API to extract or aggregate User Content at scale constitutes a material breach of this Agreement.

XI. Platform Access, Age & Minor User Protections

11.1 Open Platform Access. The Cadly Platform is accessible to users of all ages for the purposes of browsing, communicating, and participating in collaborative design activities. However, certain Platform features including financial transactions, payment processing, licensing agreements, and any activity involving exchange of monetary value are restricted to users who are at least 18 years of age or the age of majority in their jurisdiction, whichever is greater.

11.2 Financial Transaction Gating via Stripe Verification. All financial transactions on the Platform are processed exclusively through Stripe, Inc., a third-party payment processor. To initiate or receive any payment, users must complete Stripe's identity verification process, including government-issued ID verification, to confirm age and legal capacity requirements.

11.3 Minor User Protections & Parental Acknowledgment. Users under 18 may access non-transactional features subject to parental/legal guardian acknowledgment where applicable. Parent or guardian assumes legal responsibility for the minor user's conduct to the extent permitted by law.

11.4 Communication Safeguards for Minor Users. Cadly maintains safeguards but cannot guarantee identity, age, or intentions of other users. Minor users and guardians should use caution sharing personal information or collaborating with unknown parties.

11.5 Organizational Users. If you accept this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity and that the entity complies with applicable laws.

XII. Data Privacy, GDPR & CCPA Compliance

12.1 Data Collection. Cadly collects data necessary to operate the Platform, including name, email, phone, company affiliation, IP/device details, and usage data. Cadly does not sell personal data for advertising or marketing purposes.

12.2 Your Privacy Rights. Depending on jurisdiction, users may request access, correction, deletion, restriction, objection, and portability rights for personal data in accordance with applicable law.

12.3 GDPR Compliance. For EU/EEA users, Cadly processes personal data under lawful bases including performance of this Agreement and legitimate interests.

12.4 CCPA Compliance. For California users, Cadly complies with CCPA/CPRA rights including notice, deletion, and non-discrimination for exercising privacy rights.

12.5 Data Security. Cadly implements commercially reasonable technical and organizational measures to protect user data and will notify affected users as required by law in case of reportable breach.

XIII. Prohibited Conduct

Users agree not to engage in theft or misappropriation of protected content, corporate espionage, account fraud, security bypassing, malware injection, harassment, impersonation, or any conduct violating applicable law.

XIV. Internal Dispute Resolution

14.1 Platform Complaint Process. Cadly provides an internal complaint process including written notice, review, resolution attempt, and written determination. This process does not prevent emergency equitable relief where needed.

14.2 Limitations. Cadly's process is an administrative convenience and is not a judicial determination; parties retain rights to pursue arbitration or legal remedies.

XV. Enforcement & Remedies

15.1 Irreparable Harm & Injunctive Relief. Violations may cause irreparable harm and permit emergency or permanent injunctive relief without proving actual damages where permitted by law.

15.2 Monetary Damages. Violators may be liable for direct, consequential, and related damages, including attorneys' fees and potentially statutory damages where applicable.

15.3 Account Termination. Cadly may suspend or terminate accounts of users violating this Agreement.

XVI. Limitation of Cadly's Liability

16.1 No Liability for Third-Party Infringement. Cadly cannot guarantee other users will comply with this Agreement and is not responsible for infringement committed by other users.

16.2 Platform Provided As Is. The platform is provided on an "as is" and "as available" basis, with warranties disclaimed to the maximum extent permitted by law.

16.3 Cap on Liability. To the extent permitted by law, Cadly's aggregate liability is limited as set forth in this Agreement.

XVII. Indemnification

You agree to indemnify, defend, and hold harmless Cadly and related parties from claims, losses, liabilities, and expenses arising from your platform use, Agreement violations, legal non-compliance, infringement, or misuse of AI tools involving platform content.

XVIII. Force Majeure

Cadly is not liable for delays or failures caused by events beyond reasonable control, including natural disasters, outages, cyberattacks, governmental actions, and similar events. Force majeure does not excuse user confidentiality or IP obligations.

XIX. Export Control Compliance

19.1 User Obligations. Users represent they are not prohibited persons or located in embargoed jurisdictions where platform use would violate law.

19.2 Export Restrictions. Users agree not to use, transfer, export, or re-export platform resources in violation of export control laws.

XX. Insolvency, Acquisition & Business Continuity

20.1 Acquisition or Merger. In a merger or acquisition, Cadly will use commercially reasonable efforts to ensure successors remain bound by user-content protections.

20.2 Insolvency or Bankruptcy. In insolvency scenarios, Cadly will provide notice and opportunity for users to export their content consistent with stated timelines.

20.3 No IP as Liquidated Asset. User Content is not treated as freely transferable liquidation inventory inconsistent with user rights under this Agreement.

XXI. Right to Modify Terms

21.1 Amendments. Cadly may modify this Agreement and will provide notice for material changes.

21.2 Acceptance of Changes. Continued use after effective date constitutes acceptance; users may stop using the Platform if they disagree.

21.3 No Retroactive Reduction of Rights. Modifications do not retroactively reduce protections for prior submitted content without explicit written consent.

XXII. Governing Law & Dispute Resolution

This Agreement is governed by Delaware law. Disputes unresolved through internal process or negotiation are subject to binding arbitration under AAA rules in Delaware, while preserving rights to seek emergency injunctive relief where appropriate. Parties waive jury trial rights to the extent enforceable.

XXIII. General Provisions

23.1 Entire Agreement. This Agreement, with incorporated policies, is the complete agreement between parties.

23.2 No Legal Relationship. No partnership, employment, agency, or joint venture is created by platform use.

23.3 Severability. If one provision is unenforceable, remaining provisions remain effective.

23.4 Waiver. Failure to enforce any right is not a waiver of that right.

23.5 Assignment. User assignment requires prior consent; Cadly assignment rights apply in restructuring transactions subject to this Agreement.

23.6 Binding Effect. This Agreement binds and benefits parties and permitted successors/assigns. By checking acknowledgments and confirming, you agree to be legally bound by all terms.