TERMS AND CONDITIONS

Last updated on: 2026-07-01. 

1. 
   INTRODUCTION

These Terms and Conditions govern your access to and use of the Software and are a legally binding agreement between you and Caido. By clicking on a box indicating your acceptance, by registering an Account, or by accessing, downloading, installing, activating or using the Software, you confirm that you have read, understood and agree to be bound by these Terms and Conditions and any additional terms, rules and conditions issued by Caido from time to time. These Terms and Conditions are effective as of the date that you accept them, sign up for an Account, or first access, download, install, activate or use the Software, whichever occurs first. IF YOU DISAGREE OR CANNOT FULFILL THE OBLIGATIONS OUTLINED IN THESE TERMS AND CONDITIONS, REFRAIN FROM ACCESSING OR USING THE SOFTWARE.

Caido may make changes to these Terms and Conditions from time to time. Changes will be communicated by posting the revised Terms and Conditions, along with the date of the last revision. These updates are effective once posted and become enforceable thirty (30) days after being posted. You will be notified of these changes, and by continuing to access or use the Software after receiving such notice, you acknowledge and agree to accept these modified terms. If you do not agree to the modified terms, you must stop using the Software.

You represent to Caido that you are lawfully able to enter into these Terms and Conditions. If you are entering into these Terms and Conditions for an entity, you represent to Caido that you have legal authority to bind that entity. Accessing or using the Software in violation of local laws is at your own risk. You will comply with these Terms and Conditions and applicable laws.

The Software is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation, or which would subject us to any registration or licensing requirement within such jurisdiction. Any person who chooses to access the Software from outside permitted jurisdictions does so on their own initiative and is solely responsible for compliance with all applicable local laws. The Software is intended for persons who have reached the age of majority in their jurisdiction of residence. If you are under the legal age of majority in your jurisdiction of residence, your parent or legal guardian must consent to these Terms and Conditions on your behalf before you may access or use the Software.

2. 
   SOFTWARE
   1.                Subscription Plans and Subscription Terms.

Customer may subscribe to the Software by selecting the desired Subscription Plan. Access to the Software is granted based on the Subscription Plan selected by Customer, with the duration of such access defined by the selected Subscription Term. Unless otherwise provided by these Terms and Conditions or unless the Customer has scheduled a change to the Subscription Plan and/or Subscription Term before the end of the term, subscriptions automatically renew at the end of the Subscription Term for a duration equal to the same Subscription Term and for the same Subscription Plan.

2.                Subscription Plans and Add-ons.

Caido will provide access to the Software based on the Subscription Plan to which the Customer is subscribed. Subscription Plans are subject to applicable usage, feature, seat, device or capacity limits. Extra features and functionalities may be accessible through Add-ons. Should the Customer subscribe to any Add-on, the additional fees will be invoiced according to these Terms and Conditions.

3.                Free Subscription Plan.

We may modify, suspend, discontinue or withdraw any Free Subscription Plan, free tier or free feature, or terminate your access to it, at any time and without liability to you. Unless we expressly state otherwise, any Free Subscription Plan may be changed, rate-limited, feature-limited or made unavailable without notice, and we will have no obligation to continue to make any Free Subscription Plan available. The Free Subscription Plan may be subject to feature limitations, usage limits, and or other stated restrictions, as described in the Documentation or the Software.

4.                Updates.

We may, from time to time, provide updates, upgrades, patches, bug fixes, modifications, enhancements or new releases of the Software (the “Updates”), including to fix bugs, address security issues, perform maintenance or improve functionality. During the applicable paid Subscription Term, if new releases of the Software are generally made available to our Customers, we may make them available to you at no additional charge. If we require updated license terms for any such new release, we will notify you, and you must agree to those updated terms in order to download, install, activate, access or use that new release. If we do not notify you of any updated license terms, these Terms and Conditions will continue to apply to the relevant new release. For any Free Subscription Plan, we may provide, withhold, modify or withdraw any Updates at any time, with or without notice. We may also suspend access to or use of the Software for scheduled maintenance or emergency security reasons. You are responsible for ensuring that you comply with any updated versions of these Terms and Conditions and the Documentation as notified to you by email, in-product notice, notice through your Account or as made available on our website, and your continued access to or use of the Software following the effective date of such update will constitute your acceptance of the updated Terms and Conditions to the extent permitted by applicable law.

3. 
   THIRD-PARTY CONTENT AND SERVICES
   1.                Third-Party Services.

The Software may include, or may direct you to, features or functionality designed to interact or integrate with software, applications, websites, platforms, accounts, products, or services provided by third parties (the “Third-Party Services”). Your use of Third-Party Services may require you to obtain access from the applicable provider, pay fees, agree to separate terms or licenses, and grant us access to your accounts with such Third-Party Services. You represent and warrant that you are entitled to disclose any Third-Party Service login information to us and/or grant us access to any applicable Third-Party Service, without breach by you of any terms and conditions that govern your use of the applicable Third-Party Service, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party provider. You expressly authorize us to share Customer Data with providers of Third-Party Services only as necessary or appropriate for the operation, integration or use of the Software or such Third-Party Services enabled by you. Third-Party Services may import, export, collect, process or otherwise access data relating to an Account, Customer Data or use of the Software. For clarification purposes, any artificial intelligence features or functionality made available through, connected to, or enabled for use with the Software, including where configured, connected or enabled by Customer, will be considered a Third-Party Service for the purposes of these Terms and Conditions.

2.                Third-Party Content.

The Software may contain, or you may be sent through the Software, links to third-party websites or resources (the “Third-Party Websites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software or other content, materials or items belonging to or originating from third parties (the “Third-Party Content”). We do not investigate, monitor, verify or review Third-Party Websites or Third-Party Content for accuracy, appropriateness, legality, security, completeness, reliability or suitability.

3.                No Responsibility.

We do not own, operate, control, endorse or warrant any Third-Party Services, Third-Party Websites or Third-Party Content, and we are not responsible for their availability, functionality, content, accuracy, offensiveness, opinions, reliability, privacy practices, security practices, policies, acts or omissions. You are solely responsible for complying with all applicable third-party terms and policies, and we encourage you to review the terms of use and privacy policies of all Third-Party Services and Third-Party Websites. You assume all risks and liabilities arising from your use of, access to, purchase from, or interaction with any Third-Party Services, Third-Party Websites or Third-Party Content, and you agree to hold us harmless from any losses, damages or harm arising from or relating to them.

4. 
   LICENSE
   1.                Grant of License.

Subject to Customer’s payment of all Subscription Fees, if any, and compliance with these Terms and Conditions, we grant to you a worldwide, non-exclusive, non-transferable, non-sublicensable license, revocable in accordance with these Terms and Conditions, to install and use the Software, together with the Documentation as required to support your use of the Software, during the Subscription Term and in accordance with these Terms and Conditions. Customer may allow its Users to use the Software for this purpose.

2.                Ownership by Caido.

You acknowledge and agree that Caido and/or its licensors own all right, title and interest, including Intellectual Property Rights, in and to (i) the Software and any Updates thereto, and (ii) anything developed or delivered by or on behalf of Caido under these Terms and Conditions, including, without limitation, the Documentation. You acknowledge and agree that the Software and the Documentation are made available, not sold, and that except as expressly stated herein, these Terms and Conditions do not grant you any rights to, under, or in, any Intellectual Property Rights (whether registered or unregistered), or any other rights or licenses in respect of the Software or the Documentation. You also acknowledge and agree that you have no right to access, receive, use or otherwise obtain the Software in source code form. All Intellectual Property Rights contained therein are owned, controlled by, used, or licensed to Caido, and are protected by any and all Intellectual Property Rights laws. You shall not remove, alter or obscure any Intellectual Property Rights notices incorporated in or accompanying any Software or the Documentation.

3.                Feedback.

You may, at your own discretion, choose to provide Caido with Feedback. In such event, you agree that Caido is the owner of such Feedback, and Caido is free to use it for its business purposes, including by incorporation into the Software without any payment or attribution or other obligation to you. Caido shall own exclusive rights, including all Intellectual Property Rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback is original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.

4.                Account Information and Analytics.

We may collect and process information relating to an Account and your use of the Software, including: (i) information that you provide to Caido in connection with the creation, administration or support of an Account (e.g. names, usernames, passwords, phone numbers, email addresses, metadata, support communications, billing information), (ii) limited technical, activation, license, device, entitlement, authentication and usage information generated in connection with your use of the Software; (iii) in-application analytics relating to the features, tools, workflows, buttons and functions used within the Software; and (iv) information relating to interactions between the Software and Caido-controlled cloud-based components, including connection, request, authentication, license validation, access-control, security and diagnostic information, which may include IP addresses and related technical metadata (the “Account Information”). Customer acknowledges and agrees that Subscription Plans require monitoring of Accounts and usage during the Subscription Term in order to reconcile the number of Users, devices and/or usage of the Software with Customer’s then-current Subscription Plan or Add-ons, and to support license management, access control, authentication, security, troubleshooting, support, product analytics and improvement of the Software. In-application analytics may be associated with a User or Account but are intended to be limited to usage and interaction data and not to include sensitive Customer Data. Caido will provide an opportunity to opt out of in-application analytics during the onboarding process for each installation, and may make additional administrative controls available to disable such analytics for an Account or installation. Caido will process Account Information, usage analytics and cloud interaction data in accordance with these Terms and Conditions and the Privacy Policy.

5.                Connectivity and License Validation.

Certain features of the Software may require access to cloud-based components (including license validation, authentication, access control, updates, and integrations). You are solely responsible for maintaining the connectivity and configuration required for such access. If the Software cannot communicate with such cloud-based components, for any reason, some or all features may be unavailable, limited or disabled, including license validation and access control. No uptime, availability or continuity commitment applies to any component of the Software.

5. 
   SUBSCRIPTION FEES; TAXES
   1.                Subscription Fees.

The prices, features, and options for the Software depend on the Subscription Plan and the Subscription Term selected as well as any changes initiated by Customer. Caido does not represent or warrant that a particular Subscription Plan or Subscription Term will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

2.                Money Back Guarantee.

If the Customer is not satisfied with the Software for any reason, the Customer may cancel its Subscription Plan within seven (7) days after the date on which payment is made for a monthly Subscription Term, or within thirty (30) days after the date on which payment is made for an annual Subscription Term, and receive a full refund of the Subscription Fees paid to Caido.

3.                No Refunds and Cancellation.

Except as expressly provided in these Terms and Conditions, no refunds or credits will be issued for partial periods of service, for upgrades or downgrades, or for unused periods under an active subscription, including, but not limited to, instances involving the removal of a User or the termination of a Subscription Plan before the expiry of the Subscription Term. Customer can cancel its Subscription Plan at any time, and Customer will continue to have access to the Software through the end of the Subscription Term.

4.                Automatic Payment Renewal.

The Subscription Fees are payable by credit card or other payment methods made available at checkout. Payments are processed by Paddle, which acts as the merchant of record for all transactions. By purchasing a Subscription Plan, the Customer agrees that Paddle will process the transaction and that the Customer’s purchase is subject to the Paddle Buyer Terms. The Customer hereby authorizes Paddle to charge the Customer’s selected payment method for all applicable fees on a recurring basis in accordance with these Terms and Conditions and the Paddle Buyer Terms.

5.                Inaccurate or Incomplete Payment.

If the Customer’s payment information is not accurate, current and complete, Customer can update its payment information in its Account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Customer’s Account is not canceled, we may suspend your access to the Software until we have successfully charged a valid payment method. For greater certainty, any unsuccessful payment may result in the cancellation of an Account in accordance with Section 16.2.

6.                Changes to Subscription Plan and Billing Settings.

You may select, renew, upgrade, downgrade, or otherwise change your applicable paid Subscription Plan, Subscription Term, or usage settings through the methods we make available. The amounts charged to the Customer will be automatically adjusted to reflect any changes to the Customer’s subscription, including adding Users, modifying Add-ons, upgrading or downgrading, or changing the Subscription Plan. Subscription changes, including downgrades, may result in loss of access to features. Any such change will take effect when confirmed by us or as otherwise stated at the time of the change.

7.                Tax Changes.

All fees published in the Software are exclusive of all taxes, levies, or duties imposed by governmental authorities. Caido may collect taxes on behalf of governmental authorities in some jurisdictions. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments, except taxes that may apply to Caido’s net income, now or hereafter claimed or imposed by any governmental authority associated with your use of the Software. Tax rates, if any, are based on the rates applicable at the time of the Customer’s billing cycle. These amounts can change over time with local tax requirements in the Customer’s country, state, territory or city. Any change in the tax rate will be automatically applied based on the Account Information provided.

6. 
   CONDUCT
   1.                Use Restrictions.

You agree that you are solely responsible for your conduct in connection with the Software, and for all uses of the Software and the Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted or in violation of these Terms and Conditions. Any unauthorized use of the Software can lead to suspension or termination of your rights to use the Software in accordance with SECTION 16. You agree that you will abide by these Terms and Conditions and will not attempt to, directly or indirectly, alone or with another party:

1.                use, or allow the use of, the Software or Documentation in a way that would violate the applicable Subscription Plan or these Terms and Conditions, or for any unlawful, unauthorized or irresponsible purpose;

2.                use or permit any User to use, the Software for any purpose that involves attacking, compromising, accessing, testing, scanning, or interacting with any computer system, application, network, or data without the necessary rights, authorizations, or permissions, or for any other unlawful, unauthorized, or improper purpose;

3.                 use the Software in any manner which unduly burdens, overloads or impacts our systems and/or impacts other Customers;

4.               use the Software in a manner that exceeds any applicable volume, seat, device, feature or usage limitations in the Documentation or the applicable Subscription Plan;

5.                reproduce, republish, upload, post, publicly display, encode, transmit, distribute, sell, resell, license, sublicense, disclose, transfer, provide, or otherwise make available or exploit the Software or Documentation, in whole or in part, including any object code or source code, or any related Intellectual Property Rights, to any person other than authorized Users, except as expressly permitted under these Terms and Conditions;

6.                 make alterations to, or modifications of, the whole or any part of the Software, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs, except as expressly permitted under these Terms and Conditions;

7.                disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Software, or attempt to do any such thing, except to the extent expressly permitted by applicable law;

8.               copy the Software or the Documentation, except where such copying is: (i) expressly permitted by us; (ii) incidental to the normal use of the Software; (iii) necessary for backup or operational security purposes, or (iv) made for the purpose of distributing or making the Software available through package managers, repositories, registries, or similar community distribution channels that we make available, approve, support, or otherwise authorize, provided that you include our copyright notice on all complete and partial copies of the Software or Documentation made by you on any medium;

9.                  use the Software in a manner that infringes any third party’s Intellectual Property Rights or other rights;

10.                  access or use the Software after Caido has terminated or suspended your rights to access or use the Software;

11.                remove, disable, bypass, circumvent, interfere with, tamper with, hack, or otherwise defeat any technical protection measures, security features, access controls, license controls, or other technological measures included in or used by the Software to prevent or restrict unauthorized access to, use of, copying of, or functionality within the Software, except to the extent such restriction is prohibited by applicable mandatory law;

12.                  access the Software in order to develop a competing product or service; or

13.             upload or introduce to, or use the Software to distribute, any viruses, malware or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Software or any third-party system.

2.                Customer Obligations.

You warrant that any Users accessing the Software and/or accepting these Terms and Conditions or the Documentation are duly authorized by you to do so. Furthermore, you agree that you shall obtain all necessary authorizations from system owners prior to using the Software, and implement additional security or technical measures as may be required by us from time to time to support such authorization activities.

3.                Account Management.

When applicable, you shall supervise and control use of the Software and ensure that the Software is used by the Users in accordance with these Terms and Conditions. The Customer is accountable for all actions and inactions by its Users or third parties that have been granted access to the Software by the Customer, as if they were Customer’s own acts or omissions. Maintaining control over the Account(s), including confidentiality of login credentials, is the Customer’s responsibility. Activities on Accounts are the Customer’s responsibility. Customer shall not share, transfer or disclose login credentials. Each User must have a unique identity and may access and use the Software only to the extent purchased by Customer and in accordance with the applicable Subscription Plan. Accurate information for Customer access must be provided, and the Customer is solely responsible for maintaining and updating such information and Software configurations, including sharing and permission settings.

7. 
   DATA AND OWNERSHIP OF INTELLECTUAL PROPERTY
   1.                Customer Data.

You retain all ownership and Intellectual Property Rights in and to Customer Data. Because the Software is primarily deployed on-premise, Customer is responsible for Customer Data that is stored or processed solely within Customer’s own environment. To the extent Customer elects to transmit, upload, sync, share or otherwise make Customer Data available to Caido or its service providers through the Software, a support request, an analytics feature, a plugin-related feature, or any other functionality, you hereby grant to Caido a royalty-free, worldwide, non-exclusive, irrevocable (subject to SECTION 16), fully paid-up, non-transferable right and license to use, copy, transmit, process, export, display, store, and, solely to the extent that reformatting Customer Data for display in the Software constitutes a modification, adaptation or derivative work, modify, create derivative works from, and adapt such Customer Data, together with the right to sublicense these rights to hosting, connectivity, communication and other service providers as well as subcontractors, solely in connection with operating, improving, supporting and providing the Software, and for the exercise and performance of Caido’s rights and obligations hereunder. You agree that we shall have no liability to you for any loss or corruption of any Customer Data, and you hereby waive any right of action against us arising from any such loss or corruption of such data to the fullest extent permitted by applicable law.

2.                Use of Aggregated and De-Identified Data.

Caido may collect and analyze data and other information relating to the provision, use and performance of the Software and related systems and technologies. During and after the Subscription Term, Caido may use, copy, modify, adapt, translate, create derivative works from, distribute and display such data and information, provided it is aggregated or de-identified (such data and information, “Aggregated Statistical Information”) for business purposes, including without limitation for developing, enhancing, securing and supporting the Software. For greater clarity, Aggregated Statistical Information will not contain any Personal Data. The Software will include an option that allows you to opt out of such analytics collection, except to the extent that certain technical, diagnostic, security, license management, access control or support data is strictly necessary for the operation, security, license management, access control or support of the Software.

8. 
   PLUGINS
   1.                Creation and Use of Plugins.

Either party may create programming additions, integrations, scripts, modules, or other extensions to the Software (each, a “Plugin”) in accordance with these Terms and Conditions and the Developer Policy. Plugins must not copy, clone, reproduce, substitute for, or emulate any material feature or functionality of any software or service made available by us.

2.                Ownership of Plugins.

As between you and us, and subject to the rights expressly granted in these Terms and Conditions, you retain all right, title, and interest, including all Intellectual Property Rights, in and to any Plugin that you create or develop, excluding the Software, our Documentation, and any of our Confidential Information or intellectual property incorporated therein. Nothing in these Terms and Conditions transfers ownership of your Plugin to us.

3.                License to Us.

By creating a Plugin and making it available on the Caido Store, you grant to us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up license, with the right to host, store, reproduce, use, execute, display, perform, distribute, market, promote, modify, adapt, translate, create derivative works from, test, review, and otherwise exploit such Plugin solely in connection with: (a) operating, providing, improving, supporting, securing, and promoting the Software, and related services; (b) making the Plugin available to other users when applicable; and (c) incorporating all or part of the Plugin into the Software or other products or services made available by us. To the extent permitted by applicable law, you also waive, or agree not to assert against us, any moral rights, or similar rights in the Plugin to the extent necessary for us to exercise the foregoing license.

4.                Your Responsibility for Plugins.

You are solely responsible for any Plugin that you create, use, submit, or share, including its content, functionality, security, legality, and compatibility. You represent and warrant that: (i) you own or control all rights necessary to create, use, submit, license, and distribute the Plugin and any materials, code, content, data, or third-party components contained in it; (ii) the Plugin does not infringe, misappropriate, or otherwise violate any intellectual property, confidentiality, privacy, publicity, or other rights of any third party; (iii) the Plugin does not contain malware, malicious code, backdoors, disabling devices, or other harmful or hidden functionality; (iv) the Plugin complies with these Terms and Conditions, the Documentation, applicable law, and any requirements that we may publish from time to time; and (v) where the Plugin includes or depends on open-source software or other third-party materials, you have complied with all applicable license terms and have provided all notices required by those terms.

5.                Approval and Removal.

We assume no responsibility for, and are not obligated to monitor, any of the Plugins. However, we may, at our sole discretion, review, test, monitor, approve, reject, suspend, disable, remove, delist, or modify the listing of any Plugin at any time, with or without notice, and without liability to you or any third party. We have no obligation to host, list, distribute, maintain, support, update, or continue to make available any Plugin.

6.                Relationship between Plugins and the Software.

Plugins are provided separately from the Software unless expressly stated otherwise by us. Except to the extent we expressly designate a Plugin as part of the Software, Plugins are not part of the Software and may be subject to separate documentation, requirements, or additional terms. We do not warrant that any Plugin will be compatible with any version of the Software or that any Plugin will continue to function following Updates or changes to the Software.

7.                Third-Party Plugins Disclaimer.

Unless expressly stated otherwise by us, Plugins made available by Customers or other third parties (the “Third-Party Plugin”) are provided by their respective authors and not by us. We do not endorse, warrant, or assume responsibility for any Third-Party Plugin, including its content, functionality, security, legality, quality, compatibility, availability, or continued operation. Without limiting the foregoing, we shall have no liability for any viruses, malware, malicious code, backdoors, disabling devices, harmful components, security vulnerabilities, data loss, system damage, or other adverse effects arising out of or relating to any Third-Party Plugin. Your installation or use of any Third-Party Plugin is at your own risk.

8.                Takedown and Infringement Claims.

If you believe that any Plugin infringes your Intellectual Property Rights or otherwise violates applicable law, you may notify us using the contact details specified in these Terms and Conditions. We may review the relevant Plugin and, if we determine that it infringes Intellectual Property Rights, violates applicable law, breaches these Terms and Conditions, or causes or contributes to any security, operational, technical, legal or reputational issue, we may remove such Plugin in accordance with these Terms and Conditions.

9. 
   CUSTOMER RESPONSIBILITIES
   1.                Authorized Security Testing and Risk of System Impact.

You acknowledge that the Software is designed to test for security flaws and can damage target systems due to the nature of its functionality. Any hacking, penetration testing, vulnerability exploitation, or similar security activity performed using the Software must be expressly authorized by the owner or operator of the relevant systems, applications, or data and must otherwise comply with applicable law.

2.                Customer Environment and Deployment Responsibilities.

Customer acknowledges and agrees that the Software is primarily designed to be installed, deployed, hosted, operated and maintained within Customer’s own systems, infrastructure and computing environment, except for any limited cloud-based components expressly made available by Caido from time to time. Customer is solely responsible, at its own cost and expense, for procuring, providing, configuring, securing, monitoring, maintaining and supporting all systems, infrastructure and resources required to install, deploy, access and use the Software within Customer’s environment. Customer is solely responsible for ensuring that its environment satisfies the technical, security, configuration, compatibility, capacity, connectivity and other requirements described in the Documentation, the Software, and any instructions made available by Caido from time to time.

10. 
    CONFIDENTIALITY

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and Conditions, except with the Disclosing Party’s prior written permission or as otherwise permitted under these Terms and Conditions. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than reasonable care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses, or threatens to disclose or use, any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

11. 
    PRIVACY LAWS

We may process Personal Data in connection with the provision of the Software in accordance with our Privacy Policy. You are responsible for ensuring you have appropriate measures in place to minimize the Personal Data disclosed to us, and that you have complied with your obligations under applicable data protection laws. You affirm that you are now and will continue to be compliant with all applicable laws governing privacy and your use of Customer Data that you provide to Caido, or that you access and make available through the Software. You represent and warrant that you have obtained all necessary rights, permissions, and consents, and have made all applicable disclosures, or otherwise have all requisite authority, in each case as required under applicable laws, to disclose Customer Data to Caido, or allow Caido to perform its obligations and exercise its rights under these Terms and Conditions.

12. 
    PUBLICITY

Notwithstanding anything to the contrary in these Terms and Conditions, you grant us a worldwide, non-exclusive, royalty-free license to use your company name and logo for promotional and marketing purposes, including, but not limited to, displaying them on our website and marketing materials. You represent and warrant that you have all necessary rights and authority to grant this license. If you wish to opt out of such usage, you may contact us.

13. 
    INDEMNIFICATION
    1.            Indemnification by Caido.
       1.                We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Software infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim”). We will indemnify you in respect of any direct damages finally awarded against you as a result of such Claim, or for amounts paid by you under a settlement which has been approved by us in writing, provided that in each case you promptly give us: (i) written notice of the Claim; (ii) at our option, sole control of the defense and settlement of the Claim; and (iii) at our request and expense, all reasonable assistance needed in connection with the Claim.
       2.                If we receive information about a Claim, we may in our discretion and at no cost to you: (i) modify the Software so that it is no longer claimed to infringe or misappropriate; (ii) obtain a license for your continued use of the Software in accordance with the Terms and Conditions; (iii) provide a non-infringing functionally equivalent replacement; or (iv) terminate the Terms and Conditions by giving you thirty (30) days’ written notice, in which case we will refund to you any prepaid Subscription Fees covering the remainder of the terminated Subscription Term.
       3.                 The defense and indemnification obligations in this Section do not apply where: (i) the allegation does not state with specificity that the Software is the basis of the Claim; (ii) a Claim arises from the use or combination of the Software or any part thereof with software, hardware, data, plugins, content, services or processes not provided by us, if the Software or use thereof would not infringe without such combination; (iii) a Claim arises from Software provided under a Free Subscription Plan; (iv) a Claim arises from Customer Data, Plugins, or your or a third party’s materials or applications; (v) a Claim arises from your breach of the Terms and Conditions; or (vi) a Claim arises from modifications to the Software not made by or on behalf of us. The provisions of this Section set out our sole financial liability to you, and your sole and exclusive financial remedy, in respect of any Claim.
    2.            Indemnification by Customer.

Customer agrees to indemnify, defend, and hold harmless Caido and its officers, directors, employees, members, shareholders, contractors or representatives from any losses, costs, liabilities, claims, damages, obligations, and expenses (including reasonable attorney’s fees) relating to or arising out of any and all of the following: (a) Caido’s processing of Customer Data, except to the extent Caido’s processing is in breach of these Terms and Conditions; (b) Customer Data and Customer’s Plugins; (c) your use of the Software contrary to these Terms and Conditions or to the Documentation; (d) your relationship with and violation of any rights of another  party; and (e) your violation of any applicable laws, rules or regulations.

14. 
    WARRANTIES

YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK, AND THE SOFTWARE, PLUGINS, DOCUMENTATION AND RELATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CAIDO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SOFTWARE. CAIDO MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS OR ERRORS; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE. ANY CONTENT OR OTHER MATERIAL DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SOFTWARE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM, ANY DEVICE YOU USE TO ACCESS THE SOFTWARE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. CAIDO MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SOFTWARE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CAIDO OR THROUGH THE SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IT IS YOUR RESPONSIBILITY TO ENSURE THE NATURE AND FUNCTIONALITY OF THE SOFTWARE MEET YOUR REQUIREMENTS. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

15. 
    LIMITATION OF LIABILITY
    1.            Disclaimers.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAIDO SHALL HAVE NO LIABILITY FOR ANY FAILURE TO SATISFY ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER IF SUCH FAILURE IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO: (i) CUSTOMER’S FAILURE TO USE ANY BUG FIXES, CORRECTIONS, PATCHES, UPDATES, UPGRADES OR NEW OR CORRECTED VERSIONS OF THE SOFTWARE OR DOCUMENTATION MADE AVAILABLE BY CAIDO, (ii) CUSTOMER’S USE OF THE SOFTWARE FOR ANY PURPOSE OTHER THAN THAT AUTHORIZED IN THESE TERMS AND CONDITIONS, (iii) CUSTOMER’S USE OF THE SOFTWARE IN COMBINATION WITH OTHER SOFTWARE, DATA OR PRODUCTS THAT ARE DEFECTIVE, INCOMPATIBLE WITH, OR NOT AUTHORIZED IN WRITING BY CAIDO FOR USE WITH THE SOFTWARE, (iv) YOUR MISUSE OF THE SOFTWARE, (v) ANY MALFUNCTION OF YOUR OWN SOFTWARE, HARDWARE, COMPUTER, COMPUTER-RELATED EQUIPMENT OR NETWORK CONNECTION, (vi) CUSTOMER’S ENVIRONMENT, OR (vii) A FORCE MAJEURE EVENT.

2.            No Indirect Damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAIDO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE SOFTWARE OR THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION, LOSS OF USE OR PROFITS, PROPERTY DAMAGE, LOSS OF, DAMAGE TO OR CORRUPTION OF SOFTWARE OR DATA, LOSS OF GOODWILL OR REPUTATION, OR OTHER INTANGIBLE OR ECONOMIC LOSS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF CAIDO FOR ANY DAMAGE CAUSED BY CAIDO’S FRAUD OR FRAUDULENT MISREPRESENTATION.

3.            Cap on Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAIDO’S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER IN CONNECTION WITH THESE TERMS AND CONDITIONS, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CUSTOMER TO CAIDO FOR THE SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. CUSTOMER ACKNOWLEDGES THAT IF NO FEES ARE PAID TO CAIDO FOR THE SOFTWARE, CUSTOMER SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM CAIDO, REGARDLESS OF THE CAUSE OF ACTION. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

4.            Exclusion of Damages.

CERTAIN STATES, PROVINCES, COUNTRIES OR OTHER GOVERNMENTAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

5.            Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CAIDO AND YOU.

16. 
    TERM AND TERMINATION
    1.            Term.

The period of effectiveness of these Terms and Conditions, with respect to the Software, shall begin on the date you accept these Terms and Conditions and shall continue until Customer’s Subscription Term expires or your use of the Software is otherwise terminated in accordance with the terms herein. At the expiry of the Subscription Term, these Terms and Conditions will automatically renew for successive additional terms equivalent to the then selected Subscription Term, unless terminated earlier in accordance with these Terms and Conditions. In the case of the Free Subscription Plan, the Terms and Conditions will continue for so long as we make the Free Subscription Plan available to you unless terminated earlier in accordance with the Terms and Conditions.

2.            Suspension or Termination by Caido.

Without limiting any other provision of these Terms and Conditions, Caido reserves the right to, in its sole discretion and without notice or liability, deny, suspend or terminate access to and use of the Software, including but not limited to blocking certain IP addresses, to any person for any reason or for no reason, including without limitation for: (i) breach of these Terms and Conditions or any applicable law or regulation; (ii) your use of the Software poses a security, legal, operational or reputational risk to Caido, other Customers or any third party; (iii) Customer has failed to pay any applicable Subscription Fees when due; (iv) suspension or termination is required by law, court order, governmental authority or a third-party provider; or (v) the applicable Free Subscription Plan has been withdrawn or discontinued. In such circumstances, Caido may terminate your use or participation in the Software or delete your Account without warning, in its sole discretion.

3.            Termination by Customer.

Customer may terminate its subscription to the Software by canceling the Software and/or deleting its Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees, except where such termination is made within the time periods established in accordance with Section 5.2. Unless mutually agreed otherwise by Customer and Caido in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any prepaid Subscription Fees.

4.            Effects of Termination.

Upon the effective termination of these Terms and Conditions, all rights and licenses granted by Caido to you under these Terms and Conditions will terminate. You must cease using the Software. Either party’s termination of these Terms and Conditions is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms and Conditions in accordance with its terms. If we terminate your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

5.            Post-Termination Obligations; Customer Data Retrieval.

Upon any termination of these Terms and Conditions, if the Subscription Plan is not renewed, Caido will make Customer Data stored by Caido, if any, available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Caido may delete such Customer Data and Caido will have no obligation to Customer to continue storing such Customer Data. Customer Data stored solely in Customer’s on-premise environment remains Customer’s responsibility at all times.

6.            Post-Termination Obligations; Deletion of Software.

Upon any termination or expiration of these Terms and Conditions as they apply to the Customer’s Account, you must immediately cease all use of the Software and delete or remove the Software from all systems, devices, and other computer equipment in your possession or control, and destroy all copies of the Software in your possession or control. Upon our written request, you shall certify in writing that you have complied with the foregoing obligations.

17. 
    MISCELLANEOUS
    1.            No Waiver.

A delay or failure by either party to exercise any right or partial right shall not be deemed to constitute a waiver of any such right or any other rights hereunder. Consent or waiver by either party to a failure of any express or implied term of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or such provision to any subsequent failure.

2.            Headings.

The headings used in these Terms and Conditions are included for convenience only and will not limit or otherwise affect these Terms and Conditions.

3.            Notices and Support.

Any notice, request or demand to the attention of Caido or any request for technical support under these Terms and Conditions may be sent by email to info@caido.io or at our office located at 200-4388 Saint-Denis, Montreal, Quebec H2J 2L1, Canada. We may give notices to you at the email, account or postal address details that you provide to us.

4.            Severability.

If any provisions of these Terms and Conditions are held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.            Assignment.

These Terms and Conditions, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without Caido’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Caido may assign these Terms and Conditions, and its rights and obligations hereunder, in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Software, without Customer’s prior written consent.

6.            Governing Law; Venue.

THESE TERMS AND CONDITIONS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION. COURTS OF COMPETENT JURISDICTION LOCATED IN THE PROVINCE OF QUEBEC, CANADA, DISTRICT OF MONTREAL, SHALL HAVE THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OVER ALL CONTROVERSIES AND CLAIMS ARISING OUT OF, OR RELATING TO, THESE TERMS AND CONDITIONS.

7.            Independent Contractors.

The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Customer and Caido.

8.            Subcontractors.

Caido may subcontract responsibilities under these Terms and Conditions but remains responsible for its breach of these Terms and Conditions by the acts or omissions of Caido or its subcontractors. No person or entity not a party to these Terms and Conditions will be deemed to be a third-party beneficiary of these Terms and Conditions or any provision hereof.

9.            Force Majeure.

Caido shall not be liable or deemed in breach of these Terms and Conditions if the Customer is unable to access, download, install, activate or use the Software or any portion thereof from causes beyond Caido’s control, including, but not limited to, acts of God or public enemy, fires, earthquakes, pandemics, labor disputes, wars, terrorism, riots, embargoes, acts of civil or military authorities, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials, or any local, provincial, federal or international law, governmental order or regulation or any other event beyond Caido’s reasonable control (a “Force Majeure Event”).

10.        Survival.

Any sections of these Terms and Conditions which expressly survive termination or expiration of these Terms and Conditions or which, by their nature, should reasonably survive termination or expiration of these Terms and Conditions, shall survive termination or expiration. Without limiting the generality of the foregoing, the terms contained in SECTION 8, SECTION 10, SECTION 13, SECTION 14 and SECTION 15, all associated definitions, and all accrued rights to payment shall survive termination or expiration of these Terms and Conditions.

11.        Extension of Rights to Affiliates.

Customer may extend its rights, benefits and protections provided herein to its affiliates provided that Customer remains responsible and liable for such affiliate’s compliance with these Terms and Conditions.

12.        Export Control.

You may not use, export, import, re-export or transfer the Software except as authorized under the laws of the Province of Quebec and the federal laws of Canada, the laws of the jurisdiction in which you obtained the Software, and any other applicable export control, sanctions or trade laws. You represent that you are not prohibited from using the Software under applicable sanctions or export control laws.

13.        Entire Agreement.

These Terms and Conditions, together with any webpages, documents or policies incorporated into these Terms and Conditions by reference, including the Privacy Policy, constitute the entire agreement and understanding between you and Caido relating to the matters contemplated by these Terms and Conditions and supersede any and all prior or contemporaneous written and oral agreements, negotiations, representations, commitments, writings, communications and other understandings (if any) relating to the subject matter of the terms.

18. 
    DEFINITIONS
    1.            “Account” means a Caido account dedicated to a Customer or an authorized User for access to and use of the Software;
    2.            “Account Information” has the meaning set forth in Section 4.4;
    3.            “Add-ons” means enhanced features or services that are purchased separately and provide extra functionality or usage rights. Add-ons are subscription-based and when purchased attach to the corresponding Subscription Plan and Subscription Term;
    4.            “Aggregated Statistical Information” has the meaning set forth in Section 7.2;
    5.            “Caido” means CAIDO LABS INC. and its affiliates. Caido can also be reference herein as “we”, “our” or “us”;
    6.            “Caido Store” means the online store where Plugins are made available;
    7.            “Claim” has the meaning set forth in Section 13.1(a);
    8.            “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party;
    9.            “Customer” means the individual or entity that accepts these Terms and Conditions, selects the Subscription Plan and Subscription Term, or is otherwise responsible for the applicable Subscription Fees, if any;
    10.        “Customer Data” means all data stored by or on behalf of Customer or at Customer’s direction in or through the Software, including in Customer’s Account. Customer Data does not include Account Information, Feedback or Aggregated Statistical Information;
    11.        “Disclosing Party” has the meaning set forth in Section 18.7;
    12.        “Developer Policy” means Caido’s developer policy;
    13.        “Documentation” means any manuals, instructions, or other documents or materials that Caido may provide or make available to you in any form or medium and which describe the functionality, components, features, requirements or fees of the Software. Documentation does not include content published in user or community forums;
    14.        “Feedback” means any ideas, questions, suggestions, documents, or proposals that you submit to Caido through any communication channel or otherwise through any of the Software;
    15.        “Force Majeure Event” has the meaning set forth in Section 17.9;
    16.        “Free Subscription Plan” means the Subscription Plan that is made available for free by Caido;
    17.        “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world;
    18.        “Paddle” means the applicable Paddle contracting entity, as identified in the Paddle Buyer Terms;
    19.        “Paddle Buyer Terms” means the buyer terms applicable to Customer’s, as made available on Paddle’s website and as amended or updated by Paddle from time to time;
    20.        “Personal Data” means information relating to an identified or identifiable natural person or any similar concept under applicable data protection law;
    21.        “Plugin” has the meaning set forth in Section 8.1;
    22.        “Privacy Policy” means Caido’s privacy policy; 
    23.        “Receiving Party” has the meaning set forth in Section 18.7;
    24.        “Software” means Caido’s software applications, platforms, Plugins developed by Caido, tools and related components made available under these Terms and Conditions, primarily deployed on-premise, together with any limited cloud-based components used for license management, access control, account administration, update delivery, support, or other online features expressly identified in the Documentation, and any associated Updates and Documentation when applicable, but excluding without limitation Third-Party Services governed by separate terms;
    25.        “Subscription Fees” means all fees payable for the Subscription Plan, Subscription Term, Add-ons, Users, upgrades, usage settings and other paid features;
    26.        “Subscription Plan” means the applicable subscription level of packaged functionality and services as detailed in the applicable Documentation or made available through the Software, including any applicable volume or usage limitations;
    27.        “Subscription Term” means the monthly or annual period during which the Customer has agreed to subscribe to the Software;
    28.        “Terms and Conditions” means these terms and conditions that govern your access to and use of the Software;
    29.        “Third-Party Content” has the meaning set forth in Section 3.2;
    30.        “Third-Party Plugin” has the meaning set forth in Section 8.7;
    31.        “Third-Party Services” has the meaning set forth in Section 3.1;
    32.        “Third-Party Websites” has the meaning set forth in Section 3.2;
    33.        “Updates” has the meaning set forth in Section 2.4;
    34.        “Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Software for Customer’s benefit and have unique user identifications and passwords or other credentials for the Software; and
    35.        “you” or “your” means, as applicable, the Customer.