Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Cosmic Jellyfish, LLC, doing business as Carbon Ink ("Carbon Ink," "we," "us," or "our") and the entity or person that accesses or uses the Service ("Customer" or "you"). By creating an account, starting a trial, or using the Service, you agree to these Terms.

If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you and Carbon Ink have signed a separate written agreement (for example, a Master Services Agreement and Order Form), that agreement governs and controls over these Terms to the extent of any conflict.

• "Service" means the Carbon Ink website, web admin portal, Android rep application, APIs, and related software and services.
• "Authorized Users" means the individuals (such as administrators, supervisors, and sales representatives) you permit to use the Service under your account.
• "Customer Data" means data and content you or your Authorized Users submit to the Service or that the Service synchronizes from systems you connect, including NetSuite.
• "Subscription" means a paid plan for access to the Service, billed per seat.

You must provide accurate information when creating an account and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your sign-in credentials. You must promptly notify us of any unauthorized use.

You are responsible for your Authorized Users' compliance with these Terms and for the roles and permissions you assign within the Service.

We may offer a free trial (currently 7 days) that does not require a credit card to start. At the end of the trial, continued use requires a paid Subscription. If you do not subscribe, your access may be suspended and your Customer Data may be deleted after a reasonable period.

Trials are provided "as is" and we may modify or discontinue trials at any time. Any service-level commitments or warranties do not apply during a trial.

Paid Subscriptions are billed per seat. Our standard list price is $49 per seat per month after any trial; Enterprise and custom plans are priced as set out in an Order Form. A "seat" corresponds to an active Authorized User (and, during onboarding, may include pending invitations) as described in the Service.

• Auto-renewal. Subscriptions renew for successive periods unless cancelled before the end of the then-current period.
• Cancellation. You may cancel at any time; access continues through the end of the paid period. Except where required by law, fees already paid are non-refundable.
• Changes. We may change pricing on a prospective basis with reasonable advance notice, effective on your next renewal.
• Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.

As between you and Carbon Ink, you own and retain all rights to your Customer Data. You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely as needed to provide, secure, and improve the Service and as permitted by our Privacy Policy.

You represent that you have all rights, consents, and authority necessary to provide Customer Data to the Service and to authorize the connections you enable — including any personal information of your own customers and contacts, and any data synced from NetSuite. You are responsible for the accuracy and legality of Customer Data.

We handle Customer Data as a processor / service provider acting on your instructions, as described in the Privacy Policy.

The Service integrates with third-party systems you choose to connect, including NetSuite. By connecting a system, you authorize the Service to access it using the credentials and permissions you provide, and you are responsible for:

• Maintaining your own NetSuite account and your agreement with Oracle NetSuite;
• The credentials you supply and the role and permission level you grant the integration; and
• Ensuring you are authorized to connect the account and share the data it exposes.

We recommend granting least-privilege, read-only access and using a sandbox where appropriate. We are not responsible for third-party services, their availability, or their acts or omissions, and your use of them is governed by their terms.

You agree not to, and not to permit others to:

• Use the Service in violation of law or the rights of others, or to store or transmit unlawful, infringing, or malicious content;
• Reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is prohibited by law;
• Resell, sublicense, or provide the Service to third parties outside your organization without our consent;
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent security or authentication measures;
• Interfere with or disrupt the integrity or performance of the Service, or impose an unreasonable load on our infrastructure; or
• Access another customer's data or use the Service to build a competing product.

The Service and all related software, content, and intellectual property are owned by Carbon Ink and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during your Subscription for your internal business purposes.

If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use it to improve the Service, without obligation to you.

Each party may access the other's non-public information in connection with the Service. Each party will protect the other's confidential information using reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully received from a third party.

These Terms apply while you use the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. You may stop using the Service and cancel at any time as described above.

We may suspend or limit access if your use poses a security risk, violates these Terms, or your fees are overdue. On termination, your right to use the Service ends. We will make Customer Data available for export for a reasonable period after termination, after which we may delete it in the ordinary course.

The Service is provided "as is" and "as available." Carbon Ink is an early-stage product and parts of the Service may be in beta. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or compatible with every configuration of NetSuite or other third-party systems.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill. Carbon Ink's total liability arising out of or relating to the Service will not exceed the greater of the amounts you paid us in the 12 months before the event giving rise to the claim, or US $100. These limits do not apply to liability that cannot be limited under applicable law.

You will defend and indemnify Carbon Ink against third-party claims, and related losses and reasonable legal fees, arising from your Customer Data, your use of the Service in violation of these Terms or law, or your connection of third-party systems without proper authorization. We will promptly notify you of the claim, give you control of the defense, and reasonably cooperate.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting each other. Any dispute that is not resolved will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to venue there.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.

We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example, by updating the "Last updated" date and, where appropriate, notifying account administrators). Changes are effective on the date stated, and your continued use of the Service after that date constitutes acceptance.

• Entire agreement. These Terms (and any signed agreement or Order Form) are the entire agreement between the parties regarding the Service and supersede prior discussions.
• Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. We may assign them to an affiliate or successor.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Survival. Provisions that by their nature should survive termination — including ownership, confidentiality, disclaimers, liability limits, and indemnification — survive.

Questions about these Terms? Email legal@carbonink.app or write to Cosmic Jellyfish, LLC, Attn: Legal (Carbon Ink).