AI End-User License Agreement & Terms of Service

AI END-USER LICENSE AGREEMENT & TERMS OF SERVICE (AI-EULA)

Product Name: Candor
Version: 1.1.0  |  Effective Date: June 1, 2026  |  Last Updated: June 1, 2026

This Agreement covers your use of the Candor, including its AI-assisted features, ETL automation, workflow engine, and associated services. Please read it carefully before using the platform.

1. Acceptance of Terms

This AI End-User License Agreement ("Agreement") is a legally binding contract between Proden Technologies, Inc., a company registered in Wyoming, USA, located at 30 N Gould St, Sheridan, Wyoming 82801 ("Candor"), and you ("User"). The Candor is proprietary intellectual property owned by Proden Technologies, Inc. By installing, accessing, or using the Software or any of its AI components (including LLM-assisted features, automation modules, ETL builders, and workflow engines), you agree to comply with and be bound by this Agreement.

The Service is available to both individual consumers purchasing for personal or freelance use (B2C), and corporate entities or organizations purchasing for business infrastructure (B2B).

2. License Grant

2.1 Grant of License

Subject to compliance with this Agreement and payment of applicable fees, Candor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Install and use the Software on one (1) device per licensed user.
• Access authenticated AI-assisted features, including ETL generation, code suggestions, and workflow automation.
• Generate and export code, scripts, documentation, and workflows strictly for internal business or educational use.

2.2 Restrictions on Use

You may not, and may not permit any third party to:

• Reverse engineer, decompile, disassemble, extract, or otherwise attempt to derive the source code, AI models, or proprietary algorithms of the Software.
• Modify, adapt, translate, or create derivative works based on the Software or any of its AI components.
• Resell, sublicense, distribute, rent, lease, lend, or otherwise make the Software or AI features available to third parties.
• Use the Software to create, train, develop, or support any competing AI tool, data platform, or automation product.
• Share, publish, or distribute AI-generated outputs in ways that violate this Agreement, third-party rights, or applicable law.
• Use AI outputs in ways that violate privacy regulations (GDPR, CCPA), ethical AI standards, export control laws, or any applicable regulations.
• Circumvent, disable, or tamper with subscription limits, license validation systems, authentication controls, or usage metering mechanisms.
• Use the Software in violation of U.S. export control laws (EAR/ITAR) or any international trade regulations.

2.4 Prohibited Activities and Acceptable Use

To ensure lawful operation and compliance with applicable regulations, you agree not to use the Software for:

• Any illegal activities or in violation of applicable laws, regulations, or third-party rights
• Prohibited industries including but not limited to: weapons, ammunition, explosives, adult content, gambling, financial services requiring licensing, pharmaceuticals, tobacco, or any activity that violates intellectual property rights
• Creating, distributing, or facilitating malware, viruses, or harmful code
• Spam, phishing, fraud, or deceptive practices
• Harassment, discrimination, or violation of human rights
• Any use that could damage, disable, or impair the Software or interfere with other users' access

Candor reserves the right to suspend or terminate access immediately if you engage in any prohibited activity. Violations may also result in legal action and reporting to relevant authorities.

3. Ownership and Intellectual Property

3.1 Proprietary Rights

All components of the Software—including source code, AI models, backend services, schemas, templates, database structures, and UI/UX elements—are the exclusive intellectual property of Candor and its licensors.

3.2 No Transfer of Ownership

Use of the Software does not transfer ownership. Only limited usage rights are granted.

3.3 User-Generated Outputs

Users retain ownership of AI-generated outputs (ETL scripts, code, documentation, workflows, etc.) created through the Software, provided they do not violate this Agreement.

3.4 Reservation of Rights

All rights not expressly granted are reserved. No rights to use Candor trademarks or branding are granted without written approval.

4. AI Data Use and Privacy

4.1 Consent to Processing

By using AI features, you consent to the collection, processing, and transmission of prompts, configuration settings, and usage data by Candor and its approved partners (AWS Bedrock, Groq, Anthropic, Gemini, and others).

4.2 Third-Party Processing

AI inference may occur on third-party cloud servers operated by trusted providers (AWS Bedrock, Groq, Anthropic, Gemini). While Candor implements industry-standard security measures including encryption in transit (TLS) and access controls, data processed through third-party AI services is subject to those providers' security practices and privacy policies. We recommend that users avoid submitting highly sensitive or regulated data to AI features unless permitted under applicable law.

4.3 User Responsibility

You must not input confidential, personal, regulated, or sensitive information into any AI prompt. You are solely responsible for ensuring the legality and appropriateness of submitted data.

4.4 Data Usage

Candor may use aggregated or anonymized usage data to improve AI accuracy, performance, and system reliability.

5. AI Output Responsibility

• AI outputs are provided for assistance only.
• Users must verify, validate, and test all outputs before use.
• Candor is not responsible for damages resulting from reliance on AI-generated content.

6. Limitation of Liability

Candor provides the Software and services with commercially reasonable care and security measures. However, the following limitations apply:

• Candor implements industry-standard security measures including encryption in transit (TLS), access controls, and regular monitoring. We will attempt to resolve security incidents and service disruptions promptly.
• Candor is not liable for indirect, incidental, special, or consequential damages arising from use of the Software, including but not limited to loss of data, profits, or business opportunities.
• Total liability for direct damages shall not exceed the total amount paid by the User for the Software license in the twelve (12) months preceding the claim.
• Candor is not responsible for third-party AI provider reliability, security practices, or service interruptions (AWS Bedrock, Groq, Anthropic, Gemini).
• Users are responsible for verifying, testing, and validating all AI-generated outputs before use in production environments.

7. Subscription, Billing, and Termination

7.1 Billing and Payment

All subscription and licensing payments for Candor are processed through Paddle.com Market Ltd. (and its affiliates, collectively "Paddle"), which acts as the Merchant of Record for all transactions. Paddle is responsible for billing, invoicing, international tax compliance, payment processing, and handling payment-related customer service and refund inquiries. By completing a purchase, you acknowledge that Paddle.com is the Merchant of Record and that your payment contract is with Paddle.

For any billing, payment, or invoice queries, contact Paddle directly at: paddle.com/support or our team at sales@candorsys.com.

7.2 Automatic Renewal

Important: Candor subscriptions are recurring and will automatically renew at the end of each billing period (monthly or annually, as selected) at the then-current subscription price, unless you cancel before the renewal date.

• You will receive a renewal reminder before each billing date.
• To prevent renewal, cancel your subscription through your account settings or by contacting Paddle's customer support at paddle.com/support before the renewal date.
• Cancellation takes effect at the end of the current billing cycle; you retain access until that date.
• No refunds are issued for partial billing periods, except as provided in the 30-day money-back guarantee or for qualifying technical failures.

7.3 Price Changes and Plan Updates

Candor reserves the right to modify subscription pricing or plan features. In such cases:

• You will be notified of any price increase at least 30 days in advance via email and/or in-app notification.
• The new price takes effect at your next renewal date following the notice period.
• If you do not agree to the new pricing, you may cancel your subscription before the renewal date at no additional charge. Continued use of the platform after the notice period constitutes acceptance of the new price.
• Downgrade or plan changes may take effect at the next billing cycle unless otherwise stated.

7.4 Nonpayment and Suspension

Failed, declined, or reversed payments may result in immediate suspension of platform access. You will be notified of payment failures and given a reasonable opportunity to resolve the issue before permanent termination. Candor is not liable for any loss of data or business resulting from account suspension due to nonpayment.

7.5 Termination for Cause

Candor may suspend or terminate your access immediately and without prior notice upon: (a) breach of any provision of this Agreement; (b) misuse, fraudulent activity, or unauthorized access; (c) use of the platform for prohibited activities as listed in §2.4; or (d) violation of applicable laws. Termination for cause does not entitle you to a refund.

7.6 Effect of Termination

Upon termination or expiry of your subscription: (a) your license to use the Software immediately ceases; (b) you must delete all copies of the Software and AI-generated outputs; (c) Candor may delete your account data in accordance with the data retention schedule in our Privacy Policy; (d) provisions relating to intellectual property, limitation of liability, and governing law survive termination.

8. Consumer Rights and Statutory Right of Withdrawal (B2C)

8.1. Application: This Section 16 applies strictly to individual end-consumers who purchase the Service for personal, household, or non-commercial use outside of a business, trade, or profession ("Consumers").

8.2. Statutory Right of Withdrawal (EU/UK/Selected Regions): If you are a Consumer residing in the United Kingdom (UK), European Union (EU), European Economic Area (EEA), Turkey, or Switzerland, you possess a legal statutory right to withdraw from this contract within 30 calendar days from the date of your initial transaction without providing any reason.

8.3. Waiver of Withdrawal Rights Upon Access: By completing your purchase, downloading the Candor IDE desktop application, or logging into your account to access paid SaaS features, you explicitly request and consent to the immediate performance of the digital service. You explicitly acknowledge and confirm that your 30-day statutory right of withdrawal is waived and lost once the delivery of digital content or software access begins with your consent.

8.4. Exercising Consumer Rights: If you are a Consumer and wish to exercise your statutory rights before downloading or accessing the product, you must notify our authorized Merchant of Record, Paddle.com Market Ltd., via their official support channels within the 30-day window. Approved statutory refunds will be credited back to your original payment method within 30 days.

9. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Wyoming, USA. All disputes must be resolved exclusively in the state or federal courts located in Sheridan County, Wyoming.

10. Entire Agreement

Candor reserves the right to update or modify these Terms at any time. Updated Terms will be published on our website and may be communicated via email or in-application notifications. Continued use of the Service after such updates constitutes acceptance of the revised Terms. Candor may modify, suspend, or discontinue any part of the Service, features, functionality, or pricing at any time. We will make reasonable efforts to notify users of material changes where applicable.

11. Disclaimer

The Software and AI features are provided “as is,” without warranty of accuracy, reliability, or uninterrupted operation. AI outputs may contain errors, incomplete logic, or incorrect assumptions. Users must independently validate all AI-generated content. Candor is not responsible for:

• Errors, omissions, or inaccuracies in AI-generated outputs;
• Decisions, actions, or business outcomes based on AI-generated content;
• Data loss, system failures, or service interruptions resulting from the use of AI-generated code or recommendations;
• Compatibility issues with third-party systems, software, databases, or services;
• Any direct, indirect, incidental, consequential, or special damages arising from reliance on AI-generated outputs or use of the Software.

12. Definitions

The following terms have the meanings set out below throughout this Agreement:

• "Agreement" — This AI End-User License Agreement & Terms of Service, including all schedules and annexures, as amended from time to time.
• "Candor" / "we" / "us" — Proden Technologies, Inc., doing business as Candor, a company registered in Wyoming, USA.
• "Software" — The Candor application, including all AI features, ETL automation, workflow engine, code generation tools, backend services, APIs, and any updates or new versions.
• "User" / "you" — The individual or legal entity accepting this Agreement and using the Software.
• "Subscription" — A paid recurring license (monthly or annual) or pay-as-you-go access plan for the Software, purchased through Paddle.
• "AI Features" — The LLM-assisted ETL generation, code suggestion, schema design, workflow automation, and other AI-powered components of the Software that rely on third-party model providers.
• "Intellectual Property" — All software, source code, AI models, schemas, UI/UX designs, databases, workflows, inventions, trademarks, and proprietary assets owned by or licensed to Candor.
• "Merchant of Record" — Paddle.com Market Ltd., which is legally responsible for processing payments, handling tax collection, and managing billing disputes for Candor purchases.
• "Effective Date" — The date on which this Agreement version came into force, as stated in the header of this document.

13. Payment & Refund Policy

13.1 Merchant of Record — Paddle

All payments for Candor are processed by Paddle.com Market Ltd. (and its affiliates, collectively "Paddle"), which acts as the Merchant of Record for all transactions. As Merchant of Record, Paddle is legally responsible for:

• Processing all subscription and one-time payments
• Collecting and remitting applicable taxes (VAT, GST, sales tax) per local laws
• Issuing invoices and receipts on behalf of Candor
• Handling payment disputes, chargebacks, and refund processing

For all billing, payment, and invoice enquiries, contact Paddle directly: paddle.com/support. You may also contact us at sales@candorsys.com or privacy@candorsys.com.

13.2 Subscription Plans & Automatic Renewal

Candor is offered on the following subscription types:

• Monthly Subscriptions: Billed every 30 days. Auto-renew at the end of each billing cycle at the then-current rate unless cancelled before the renewal date.
• Annual Subscriptions: Billed once per year. Auto-renew annually unless cancelled before renewal.
• Pay-as-you-Go: Charged based on actual platform usage consumed during the active period. No automatic renewal — usage is capped by your purchased credit.

Auto-Renewal Notice: You will receive an email reminder before each renewal. To cancel auto-renewal, use your account settings or contact Paddle Support before the renewal date.

13.3 Cancellation Policy

You may cancel your subscription at any time. Upon cancellation:

• Cancellation takes effect at the end of your current billing period. You retain full access until that date.
• No charges apply for subsequent billing periods after cancellation.
• No automatic renewal will occur after cancellation is confirmed.
• To cancel: go to your account settings, or contact Paddle Support directly.

13.4 Refund Policy

Candor operates a fair and transparent refund policy:

• 30-Day Money-Back Guarantee: New subscribers may request a full refund within 30 days of their initial purchase if the service fails due to technical issues, service unavailability, or failure to deliver advertised features. Submit refund requests to Paddle Support or sales@candorsys.com.
• Verified Technical Failures: Full refunds are available at any time if a confirmed platform failure prevents you from accessing core features as advertised. Contact us at sales@candorsys.com with details and we will process the refund via Paddle.
• Refund Processing: Approved refunds are processed by Paddle within 5–10 business days to your original payment method.
• Non-Refundable Cases: Refunds are not issued for: (a) change of mind after 30 days; (b) partial use of a billing period; (c) subscription periods already served in full; (d) pay-as-you-go credits already consumed.
• Renewal Charges: Refunds for auto-renewal charges must be requested within 7 days of the renewal date and are subject to Paddle's review.

13.5 Free Trials & Promotional Pricing

Candor may offer free trial periods or promotional pricing for new subscribers. The following terms apply:

• Free trials provide access to selected platform features for a specified period at no charge.
• At the end of the free trial, your subscription will automatically convert to a paid plan at the standard rate unless you cancel before the trial ends.
• You will receive a notification before your trial expires with details of the upcoming charge.
• Promotional pricing is valid only for the promotional period stated at the time of offer. Standard pricing applies at renewal.
• Free trial accounts are limited to one (1) per individual or organization. Attempts to create multiple accounts to extend trial access may result in termination.

13.6 Disputes, Chargebacks & Fraud Prevention

If you believe a charge was made in error or you do not recognize a transaction, please contact us before initiating a chargeback with your bank or card issuer:

• Step 1 — Contact Paddle: Reach Paddle's billing support at paddle.com/support who can verify and resolve the charge quickly.
• Step 2 — Contact Candor: Email sales@candorsys.com with your order ID and details of the disputed charge.

Initiating an unjustified chargeback without first contacting Paddle or Candor may result in immediate account suspension and recovery of amounts owed. Candor reserves the right to dispute fraudulent chargebacks and report abuse to relevant authorities.

13.7 General Payment Terms

• All prices are displayed in USD (or local currency as applicable) and are exclusive of taxes unless stated otherwise.
• Tax (VAT, GST, sales tax) is automatically calculated and collected by Paddle based on your billing country.
• Subscription billing amounts and intervals are clearly shown on the checkout page before purchase confirmation.
• Failed or reversed payments may result in immediate access suspension. You will be notified and given a grace period to update payment details.
• Subscription payments, credits, and licenses are personal to the purchaser and cannot be transferred, assigned, or shared with another user or organization.
• Candor does not store or access your credit card or banking information. All payment data is handled by Paddle under PCI-DSS compliance standards.

14. Indemnification

• You agree to defend, indemnify, and hold harmless Candor, its affiliates, officers, employees, and licensors from and against any claims, liabilities, damages, losses, and expenses arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

15. Force Majeure

Candor shall not be liable for any failure, interruption, delay, or inability to perform its obligations under this Agreement where such failure or delay results from events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, floods, earthquakes, fires, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, government actions, sanctions, power outages, internet or telecommunications failures, cyberattacks, cloud service provider outages, hosting provider failures, or other events beyond Candor's reasonable control.

During the occurrence of a Force Majeure event, Candor's obligations affected by such event shall be suspended for the duration of the event and for a reasonable period thereafter required to restore normal operations. Candor will use commercially reasonable efforts to mitigate the impact of the Force Majeure event and resume service as soon as reasonably practicable.

Nothing in this section shall relieve the User of any payment obligations that became due prior to the occurrence of the Force Majeure event.

16. Severability

If any provision of this Agreement is determined by a court or competent authority to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Any invalid or unenforceable provision shall be interpreted, modified, or replaced to the minimum extent necessary to make it valid and enforceable while preserving its original intent as closely as possible.