Terms and Conditions
The agreement governing subscriptions purchased through our online checkout.
Last updated: 09/25/2026
These Cadence Group Software, Inc. (“CGS”) Terms and Conditions, together with the Subscription Order submitted by Customer online (the “Order”), constitute the contractual agreement between Customer and CGS in connection with Customer’s subscription to the CGS Services (the “Agreement”). This Agreement sets forth Customer’s rights and obligations with respect to access to and use of the CGS Services. BY SUBMITTING THE ORDER, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF CUSTOMER, AND ARE AGREEING THAT CUSTOMER WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE THAT CUSTOMER WILL BE BOUND BY THIS AGREEMENT, DO NOT SUBMIT THE ORDER AND CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.
a. Subject to compliance with the Agreement and during the Subscription Term, CGS hereby grants Customer the rights to access and use the CGS Services to Authorized Users for Customer’s internal business purposes in connection with the analysis of workers’ compensation claims under the laws of the State of California, and not for resale or similar purpose. Customer will use all reasonable efforts to ensure compliance with the terms and conditions of this Agreement by its Authorized Users, and will be responsible and liable for any non-compliance by Authorized Users. The rights granted to Customer hereunder are limited, non-exclusive, non-transferable and non-sublicensable. Customer may reassign Authorized User seats from time to time, provided that the total number of Authorized Users of each type does not at any time exceed the number of seats set forth in the Order (indicated as “QTY.”).
b. CGS will provide support for the CGS Services during the Subscription Term. Support services include maintaining service availability during normal business hours, promptly correcting errors, and responding to technical support requests and queries by the next business day. CGS regularly deploys Updates to the CGS Services and reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of lack of use by customers, end-of-life or obsolescence, or changes to software requirements. Customer acknowledges that certain content made available through the CGS Services is licensed to CGS by third-party licensors, including the AMA Content and the SOC Content. If any third-party content license expires or terminates, CGS may remove, modify, or substitute the affected content upon notice to Customer; if any such removal or modification materially reduces the functionality of the CGS Services, Customer may terminate this Agreement upon written notice and receive a pro rata refund of any prepaid, unused fees.
2. Acceptable Use Policy. Customer may not, and may not assist or permit any person (including Authorized Users) to, use the CGS Services: (i) in a manner prohibited by law, regulation, governmental order or decree; (ii) to violate the rights of the intellectual property or other personal proprietary rights of others; (iii) to try to gain unauthorized access to or disrupt the CGS Services or any other service, device, data, account or network; (iv) to spam or distribute spam or malware; (v) in a way that could harm the CGS Services or impair anyone else’s use of them; or (vi) with respect to AMA Editorial Content specifically, publish, distribute via the Internet or other public computer-based information systems, create derivative works (including translating), transfer, sell, lease, license, or otherwise make available to any unauthorized party the AMA Editorial Content, or any portion thereof, except as explicitly permitted by this Agreement. Violation of any of the terms in this Section 2 shall be a material breach of this Agreement and may result in immediate suspension of Customer’s access to the CGS Services.
In addition, with respect to SOC Content specifically, Customer may not, and may not assist or permit any person (including Authorized Users) to: (a) copy, modify, revise, edit, or create derivative works of the SOC Content; (b) publish, distribute via the Internet or other public computer-based information systems, transfer, sell, lease, license, or otherwise make available to any unauthorized party the SOC Content, or any portion thereof, except as explicitly permitted by this Agreement; (c) remove, obscure, or alter any copyright or other proprietary notice included in or associated with the SOC Content; (d) provide or permit access to the SOC Content to any person other than an Authorized User; or (e) access or use the SOC Content, or permit the SOC Content to be accessed or used, as a standalone product or as a substitute for a subscription to the Sullivan on Comp treatise or a standalone legal research tool. Violation of any of the terms in this paragraph shall be a material breach of this Agreement and may result in immediate suspension of Customer’s access to the CGS Services.
3. Fees, Payments and Taxes. Customer will pay to CGS the amounts set forth in the Order as and when indicated in the Order. Customer will be responsible for payment of all sales, use, VAT or other taxes of a similar nature imposed upon the payment for services (other than taxes levied on CGS’ net income).
A. Except as otherwise expressly stated herein, nothing in this Agreement creates any right of ownership in or license to Customer in or to the CGS Services. Any rights not expressly granted to Customer herein are reserved by CGS. Customer agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the CGS Services. Customer agrees not to copy, modify, translate, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt by any means to discover or obtain the source code or other proprietary information included in the CGS Services.
B. As between CGS and Customer, Customer owns all Customer Data. Customer represents and warrants it either owns or has sufficient rights to upload Customer Data to the CGS Services. Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Customer grants CGS a license during the Subscription Term to use Customer Data solely for the purposes of performing, analyzing, supporting and improving the CGS Services; provided that CGS does not use Customer Data to train any third-party machine learning algorithms or large language models without Customer’s prior written consent.
C. Customer’s rights in the foregoing Section 4(B) are subject to the AMA’s ownership interest in the AMA Editorial Content and the AMA Guide (“AMA Content”). To the extent the Output contains AMA Content, Customer’s rights in such AMA Content is limited to use and disclosure in connection with the review, filing, and prosecution or defense of workers’ compensation claims under and subject to the laws of the State of California in accordance with this Agreement.
D. Customer’s rights in the foregoing Section 4(B) are further subject to SOC IP LLC’s ownership of all copyrights and other intellectual property rights in and to SOC and the SOC Content. The SOC Content is licensed to CGS and is sublicensed to Customer solely for access to and use by Authorized Users within the CGS Services during the Subscription Term; no other right or license in the SOC Content is granted to Customer. To the extent the Output contains SOC Content, Customer’s rights in such SOC Content are limited to use and disclosure in connection with the review, filing, and prosecution or defense of workers’ compensation claims under and subject to the laws of the State of California in accordance with this Agreement.
5. Limitation of Liability. EXCEPT IN CONNECTION WITH A PARTY’S LIABILITY THAT MAY ARISE UNDER SECTION 7 OR FOR A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT: (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR IN CONNECTION WITH THIS AGREEMENT; AND (ii) CGS LIABILITY TO CUSTOMER ARISING OUT OF, RELATING TO OR IN CONNECTION WITH AN ORDER SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNT PAID BY CUSTOMER TO CGS IN THE PRIOR TWELVE (12) MONTHS.
YOU HEREBY RELEASE THE AMA FROM ANY LIABILITY FOR ANY ERRORS IN THE AMA EDITORIAL CONTENT AND FOR ANY CONSEQUENCES DUE TO USE, NONUSE, MISUSE, OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN THE AMA EDITORIAL CONTENT. AMA’S LIABILITY FOR DIRECT DAMAGES RESULTING FROM ALL CLAIMS OF ANY KIND ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE FEES ACTUALLY RECEIVED BY AMA RELATING TO CUSTOMER’S USE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY IS DETERMINED.
CUSTOMER, FOR ITSELF AND ITS AUTHORIZED USERS, HEREBY RELEASES SOC IP LLC, ITS AGENTS AND EMPLOYEES FROM ANY AND ALL LIABILITY WHATSOEVER FOR ANY ERRORS IN THE SOC CONTENT AND FOR ANY CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USE, NONUSE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED IN OR NOT CONTAINED IN THE SOC CONTENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SOC IP LLC’S AGGREGATE LIABILITY FOR DIRECT DAMAGES RESULTING FROM ALL CLAIMS OF ANY KIND ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE FEES ACTUALLY RECEIVED BY SOC IP LLC RELATING TO CUSTOMER’S USE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY IS DETERMINED. IN NO EVENT WILL SOC IP LLC BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.
6. Representation and Warranties, Disclaimer. CGS represents and warrants that: (i) it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement; (ii) its performance will not violate any agreement or obligation between it and any third party; (iii) the CGS Services will not contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer’s network or systems; and (iv) while performing under this Agreement, CGS will comply with applicable laws.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 6, THE CGS SERVICES ARE PROVIDED TO CUSTOMER BY CGS PURSUANT TO THIS AGREEMENT “AS IS”. CGS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE OUTPUT CONTAINS GUIDANCE BASED ON PROCESSING OF CUSTOMER DATA BY THE CGS SERVICES, WHICH UTILIZE AMONG OTHER THINGS PROPRIETARY CGS MATERIALS AND THIRD PARTY LARGE LANGUAGE MODELS (E.G. OPENAI, ANTHROPIC, ETC.) AND THAT THE OUTPUT DOES NOT CONSTITUTE LEGAL AND/OR MEDICAL ADVICE. ACCORDINGLY, OUTPUT MAY CONTAIN ERRORS, INACCURACIES OR BE INCOMPLETE. A QUALIFIED PROFESSIONAL IN THE APPROPRIATE FIELD(S) MUST REVIEW THE OUTPUT PRIOR TO ITS USE IN OR FINALIZATION OF RECOMMENDATIONS BY THE CGS SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY, APPROPRIATENESS AND RESULTS OF THE USE OF OUTPUT IN CONNECTION WITH ITS BUSINESS OPERATIONS.
SPECIAL TERMS RELATING TO THE AMA GUIDES: THE AMA DISCLAIMS ALL WARRANTIES FOR THE AMA EDITORIAL CONTENT. THE AMA EDITORIAL CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE AMA WILL NOT BE DEEMED TO BE ENGAGED IN THE PRACTICE OF MEDICINE OR DISPENSING MEDICAL SERVICES. THE AMA DOES NOT WARRANT THAT THE EDITORIAL CONTENT WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE EDITORIAL CONTENT WILL BE UNINTERRUPTED OR WITHOUT ERROR
SPECIAL TERMS RELATING TO SOC CONTENT: MATERIAL FROM SULLIVAN ON COMP (SOC) IS COPYRIGHT SOC IP LLC. ALL RIGHTS RESERVED. CGS IS AN AUTHORIZED LICENSEE OF THE SOC CONTENT. SOC IP LLC DISCLAIMS ALL WARRANTIES FOR THE SOC CONTENT. THE SOC CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOC IP LLC DISCLAIMS ALL RESPONSIBILITY FOR ANY LIABILITY, LOSS OR RISK, PERSONAL OR OTHERWISE, WHICH IS INCURRED AS A CONSEQUENCE, DIRECTLY OR INDIRECTLY, OF THE USE AND APPLICATION OF ANY OF THE CONTENTS OF THE SOC CONTENT. SOC IP LLC DOES NOT DIRECTLY OR INDIRECTLY PRACTICE LAW OR MEDICINE OR PROVIDE LEGAL OR MEDICAL ADVICE.
A. The parties may have access to or otherwise receive Confidential Information of the other party. The receiving party agrees to protect from disclosure to third parties all such Confidential Information received from the disclosing party with the same degree of protection it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable care); provided, however, that the receiving party may disclose the terms of this Agreement to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The receiving party further agrees to use the Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement. Notwithstanding the foregoing, Customer acknowledges and agrees that CGS may disclose the terms of this Agreement (including the identity of Customer, the fees and charges hereunder, and a copy of this Agreement) to CGS’s third-party content licensors (including SOC IP LLC) to the extent required under CGS’s license agreements with such licensors, provided that such licensors are subject to confidentiality obligations no less restrictive than those set forth herein.
B. CGS shall implement reasonable and appropriate security measures designed to protect Customer Data from unauthorized access. Each party agrees to comply with all applicable laws, rules, regulations, and government orders and directives including without limitation, the California Consumer Privacy Act (“CCPA”) and the Health Insurance Portability and Accountability Act (“HIPAA”), relating to Personal Information and also specifically Personal Health Information (“PHI”) under HIPAA. Further information about CGS’ security practices are available at: https://trust.cadencegroup.com. Customer acknowledges and agrees that it remains solely responsible for ensuring its own compliance with applicable laws governing workers' compensation claims, including its obligations regarding Personal Information or PHI it provides to CGS. CGS will promptly notify Customer upon discovery of any breach of Customer Data or PHI processed in connection with the CGS Services. Information (personal information or otherwise) received or collected from Customer in relation to Authorized Users and other personnel of Customer when they are accessing Company’s website for reasons other than use of the Services or administration of this Agreement will be stored and used in the same manner as visitors to its website in accordance with its “Privacy Policy” located at: https://www.cadencegroup.com/privacy-policy.
C. The parties acknowledge and agree that CGS is a “service provider” for the purposes of the CCPA with respect to personal information it receives from Customer pursuant to the Agreement for a business purpose. CGS shall not sell or share any such personal information. CGS shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement, except as necessary for the specific purpose of performing Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” “sell” and “share” are as defined in Cal. Civ. Code Section 1798.140. CGS certifies that it understands the restrictions of this Section 7(C).
8. Indemnification. CGS shall defend the Customer Indemnified Parties from and against any and all Claims and shall pay or reimburse such Customer Indemnified Parties for any and all third party damages, costs and expenses (including reasonable outside attorneys’ fees) incurred by such Customer Indemnified Parties in connection with any such Claim; provided that all relevant Customer Indemnified Parties provide CGS with: (a) prompt written notice of the Claim; (b) sole control of the defense and settlement of the Claim (provided that CGS must request and receive Customer’s written consent for any settlement in which Customer admits liability, or that requires Customer to take future action); (c) all reasonably available information and assistance reasonably requested by CGS; and that (d) Customer has not compromised, settled or prejudiced such Claim. CGS shall have no liability for any Claims pursuant to this Section 8 where such Claims arise from or are caused by: (i) Customer’s use of the CGS Services other than in accordance with the Agreement; or (ii) modifications to the CGS Services made by anyone other than CGS or on its behalf. If any portion of the CGS Services becomes the subject of a Claim, CGS may, in its reasonable discretion and at its option, in addition to its obligations under this Section 8: (x) modify the CGS Services to be non-infringing without material loss in functionality or performance; (y) obtain for Customer the right to continue use of the affected CGS Services; or (z) if neither of the foregoing is available to CGS on commercially reasonable terms, terminate this Agreement and refund to the Customer any fees previously paid for the period after termination.
9. Term and Termination. The term of this Agreement will coincide with the Subscription Term. CGS may terminate this Agreement: (a) upon written notice to Customer in the event that Customer commits a material breach of this Agreement and has not cured such breach within ten (10) days written notice of such breach, or (b) upon sixty (60) days prior written notice to Customer for any reason or no reason. Customer may terminate this Agreement to take effect at the end of the current applicable monthly period through its billing account. Upon termination, Customer must immediately cease all use of the CGS Services and will no longer be able to access Customer Data through the CGS Service. The terms of Sections 3-11 will survive any termination or expiration of this Agreement.
10. General Provisions. This Agreement constitutes the entire agreement between Customer and CGS, and supersedes all previous agreements and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement will be governed by the laws of the State of California, excluding its conflicts of laws rules. Notices to be provided under this Agreement may be sent to the email address set forth on the Order. If any part of this Agreement is found to be void, unenforceable or invalid, it will not affect the other provisions of this Agreement. This Agreement can only be modified by CGS upon thirty days written notice to Customer or otherwise only upon mutual written agreement of the parties. Failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Customer may not assign this Agreement or any right or obligation hereunder without CGS’s prior written consent. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in this Agreement will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties. The AMA shall be a third party beneficiary to Sections 2, 4(C), 5 and 6 of this Agreement. SOC IP LLC shall be a third party beneficiary to Sections 2, 4(D), 5 and 6 of this Agreement.
“AMA” means the American Medical Association
“AMA Editorial Content” means content from the AMA Guides.
“AMA Guide” means the “AMA Guides® to the Evaluation of Permanent Impairment, Fifth Edition Published by The American Medical Association”.
“Authorized User” means an employee, contractor or other individual authorized by Customer to access and use the CGS Services
“CGS Services” means the Software-as-a-Service product(s) offered by CGS on a commercial basis and ordered by Customer pursuant to and as set forth on an Order.
“Claim” means claims, demands, suits or proceedings made or brought by a third party that alleges that the CGS Services infringe any copyright, trade secret or issued patent.
“Confidential Information” means non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data and the terms of this Agreement. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure.
“Customer” means the entity submitting the Order.
“Customer Data” means all data uploaded by or on behalf of Customer to the CGS Services in connection with Customer’s use of the CGS Services. Customer Data includes Output.
“Customer Indemnified Party” means Customer and/or its directors, officers and employees against whom a Claim is made.
“Order” means the subscription order submitted by Customer online by which Customer accepts the Agreement, setting forth the identity of Customer, the CGS Services, the Subscription Term, number of Authorized Users, the fees payable for the CGS Services and any specially agreed terms and conditions between the parties.
“Output” means any output or results generated by processing of the Customer Data by the CGS Services.
“Personal Data” means any and all data pertaining to an identifiable individual.
“SOC” means the Sullivan on Comp publication treatise and supplemental materials, including all editions, revisions, chapters and precedent case materials published under the Sullivan on Comp family of publications, in any form or medium.
“SOC Content” means SOC and any other materials, works, data, or other content owned by, licensed to, or otherwise controlled by SOC IP LLC that are integrated into, embedded in, or otherwise made available through the CGS Services, including any derivative works thereof.
“SOC IP LLC” (or “SOCIP”) means SOC IP LLC, a California limited liability company, the owner and licensor of the SOC Content.
“Subscription Term” means the period from the date of the Order through the date the Agreement is terminated or expires.
“Updates” means bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance without changing the basic functions of a CGS Service. “Updates” excludes new products, modules, functionality or services for which CGS generally charges a separate fee.
