Terms of Service

Welcome to Carbon Manufacturing Systems Corporation ("Carbon", "Company", "we", "our", "us"). As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.

These Terms of Service ("Terms", "Terms of Service") constitute a legally binding agreement between you (“you,” “your,” or the “Customer”) and Carbon, and govern your access to and use of our website, software, and related services (collectively, the “Service”).

By accessing or using the Service, you affirm that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy, which together form the “Agreement.” If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization to this Agreement.

These Terms apply to all visitors, users, and others who wish to access or use the Service. If you do not agree to these Terms or our Privacy Policy, then you must not access or use the Service. If you have questions about this Agreement, please contact support@carbon.ms.

Communications

By creating an account or otherwise using the Service, you consent to receive electronic communications from Carbon, which may include newsletters, marketing materials, promotional content, product updates, transactional notices, and other information related to your use of the Service. These communications may be sent via email or through in-app notifications.

You may opt out of receiving non-essential communications at any time by following the unsubscribe instructions included in the communication or by contacting us at support@carbon.ms. Please note that certain communications, such as those related to your account, transactions, or legal notices, are necessary for the operation of the Service and you may not opt out of receiving them.

Subscription Terms and Billing

Certain features of the Service are made available to Customers on a subscription basis (“Subscription”). Subscription fees are billed in advance on a recurring and periodic basis (“Billing Cycle”), which may be monthly, annually, or as otherwise agreed at the time of purchase.

Unless otherwise stated, each Subscription will automatically renew at the end of the applicable Billing Cycle for a successive period of equal length and under the same terms, unless the Customer provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

This renewal policy applies to both of the following subscription types:

• Subscription via Self-Signup on Website:

Customers who subscribed through Carbon’s website must submit cancellation through their account settings or by emailing support@carbon.msat least thirty (30) days before the current term ends to avoid automatic renewal.

• Subscription via Subscription Agreement (SA) or Order Form:

Customers who subscribe through a negotiated agreement must submit written notice of non-renewal (email or formal letter) at least thirty (30) days prior to the end of the current term to avoid renewal.

A valid and current payment method (such as a credit card) is required to process payments. You agree to provide accurate and complete billing information, including your full name, billing address, telephone number, and payment details. By providing such information, you authorize Carbon to automatically charge the applicable Subscription fees and any applicable taxes using your designated payment method.

In the event automatic billing is unsuccessful, Carbon may issue an electronic invoice. You agree to remit full payment by the deadline stated on the invoice. Failure to pay may result in the suspension or termination of access to the Service.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Customer and End User Roles

A "Customer" is the individual or legal entity that enters into a subscription or service agreement with Carbon to access and use the Service. If the Customer represents an organization, the individual accepting these Terms represents and warrants that they have the authority to bind that organization and its authorized users to these Terms.

An "End User" is any individual who accesses or uses the Service under the Customer’s account, whether as an employee, contractor, or other representative of the Customer. End Users are granted access by the discretion of the customer or by virtue of the Customer’s agreement with Carbon.

The Customer is responsible for all activity occurring under its account, including actions taken by End Users. The Customer shall ensure that all End Users comply with this Agreement and shall be liable for any breach of these Terms by its End Users.

Free Trial

Carbon may, at its sole discretion, offer access to certain features of the Service on a trial basis at no charge for a limited time (“Free Trial”). The specific terms of any Free Trial, including duration and access scope, will be described at the time of the offer.

To activate a Free Trial, you may be required to provide valid billing information. If billing information is provided, you will not be charged until the Free Trial period expires. Unless you cancel your Subscription prior to the end of the Free Trial, the applicable Subscription fees will be automatically charged to your designated payment method on the first day following the Free Trial period.

Free Trials are intended for evaluation purposes only and may not be used to create or process data for commercial use unless explicitly permitted by Carbon. Carbon reserves the right to (i) modify or terminate any Free Trial offer at any time without prior notice, and (ii) determine your eligibility for a Free Trial at its sole discretion.

Fee Changes

Carbon may adjust Subscription fees at its sole discretion. Any such changes will take effect at the start of the next applicable Billing Cycle.

The Customer will be notified of fee changes via email or through the Service. Continued use of the Service after the effective date of the revised fees constitutes the Customer’s acceptance of the new pricing.

Refund Policy

All payments made in connection with the Service are non-refundable, except as expressly required by applicable law.

No credits or refunds will be provided for partial use, unused periods, downgrades, or cancellations within an active Billing Cycle. Customers are responsible for reviewing the Service and Subscription details before purchase.

Content

The Customer retains all ownership rights to its Content. By submitting or uploading Content to the Service, the Customer represents and warrants that it has all necessary rights, licenses, and permissions to do so. Carbon personnel may access Content only to (a) provide technical support, (b) maintain or improve the Service, or (c) comply with applicable law.

Carbon shall treat all Content as confidential and apply industry-standard safeguards to protect it. By uploading or transmitting Content to the Service, the Customer grants Carbon a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display such Content solely for the purpose of operating and providing the Service. This license includes the right to transmit Content to and from third-party infrastructure providers used by Carbon in delivering the Service.

The Customer is solely responsible for all Content submitted through its account, including the legality, reliability, and appropriateness of such Content. Carbon assumes no liability for any Content uploaded by the Customer or its End Users.

Upon termination, Carbon may delete all Content within a commercially reasonable timeframe. The Customer is responsible for exporting any necessary data prior to cancellation.

Prohibited Uses

You may use Service only for lawful purposes and in accordance with these Terms. You agree not to use Service:

• In any manner that violates any applicable local, state, national, or international law or regulation.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, including by exposing them to inappropriate content.
• To transmit or facilitate the sending of unauthorized advertising or promotional material, including unsolicited commercial email, “junk mail,” “chain letters,” or “spam.”
• To impersonate or misrepresent your affiliation with Carbon, a Carbon employee, another user, or any other person or entity.
• In any manner that infringes upon or violates the rights of others, or is otherwise illegal, threatening, abusive, defamatory, invasive of privacy, obscene, or harmful.
• To engage in conduct that, as determined by Carbon, restricts or inhibits any other user’s ability to use or enjoy the Service, or which may expose Carbon or its users to legal liability.

In addition, you agree not to:

• Use the Service in any way that could disable, overburden, damage, or impair the Service, or interfere with the use of the Service by any other party.
• Use any robot, spider, crawler, scraper, or other automated means to access or copy material from the Service.
• Use any manual process to monitor or copy material from the Service for unauthorized purposes without prior written consent.
• Use any device, software, or routine that interferes with the proper functioning of the Service.
• Upload or introduce any viruses, malware, ransomware, trojan horses, worms, logic bombs, or other harmful or malicious code.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of Service, the server on which Service is stored, or any server, computer, or database connected to Service.
• Attack Service via a denial-of-service (DoS) attack or a distributed denial-of-service (DDoS) attack.
• Engage in behavior intended to manipulate or distort reviews, ratings, or analytics related to the Service or Carbon’s business.
• Otherwise attempt to interfere with the security, integrity, or proper operation of the Service.

Analytics

We may use third-party service providers to collect, monitor, and analyze usage data in order to improve the functionality and performance of the Service. These third parties may use cookies, web beacons, or other tracking technologies as part of their services.

Eligibility and Age Restriction

The Service is intended solely for use by individuals who are at least eighteen (18) years of age. By accessing or using the Service, you represent and warrant that you are at least eighteen (18) years old and have the legal authority and capacity to enter into a binding agreement with Carbon.

If you are under the age of eighteen (18), you are not authorized to access or use the Service and must immediately discontinue use.

Accounts

By creating an account with Carbon, you represent and warrant that you are at least eighteen (18) years of age and that all information provided to Carbon is accurate, complete, and current at all times. You agree to promptly update your information if any changes occur. Failure to provide accurate or current information may result in suspension or termination of your account.

You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for restricting access to your account and any devices used to access the Service. You agree to accept full responsibility for all activities that occur under your account, whether authorized by you or not. You must notify Carbon immediately upon becoming aware of any actual or suspected unauthorized use of your account or other breach of security.

You may not register a username that is intended to impersonate another person or entity, that is not lawfully available for use, or that infringes on the rights of any third party, including trademarks. Carbon reserves the right to reject or remove any username that is deemed, in its sole discretion, to be offensive, misleading, or otherwise inappropriate.

Carbon reserves the right, in its sole discretion, to refuse service, terminate accounts, remove or modify content, or cancel orders, with or without notice, and without liability to you.

Intellectual Property

The Service, including all original content, software, visual interfaces, interactive features, design, graphics, compilation, and underlying technology (excluding Content submitted by users), is and shall remain the exclusive property of Carbon Manufacturing Systems Corporation and its licensors. The Service and its content are protected by copyright, trademark, trade secret, and other intellectual property laws of the United States and foreign jurisdictions.

Carbon’s name, logo, trademarks, trade dress, and any related branding elements may not be used in connection with any product or service without the prior written consent of Carbon. All rights not expressly granted herein are reserved by Carbon.

Copyright Policy

Carbon respects the intellectual property rights of others and expects users of the Service to do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA") or other applicable intellectual property laws.

If you believe that any Content hosted on or through the Service infringes upon your copyright or other intellectual property rights, please send a written notice to support@carbon.ms with the subject line “Copyright Infringement.” The notice must include the following information:

1. A description of the copyrighted work or other intellectual property you claim has been infringed;
2. Identification of the allegedly infringing material and its location on the Service (e.g., URL);
3. Your full name, address, telephone number, and email address;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;
6. An electronic or physical signature of the person authorized to act on behalf of the copyright owner.

Carbon reserves the right to remove allegedly infringing content without prior notice and to terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

You may be held liable for damages, including attorneys’ fees and costs, if you knowingly submit a false claim of infringement.

Error Reporting & Feedback

You may provide Carbon with feedback, suggestions, feature requests, bug reports, or other information related to the Service (collectively, “Feedback”) by contacting support@carbon.ms or through other designated support channels. All Feedback is provided voluntarily and shall not be considered confidential or proprietary to you.

By submitting Feedback, you acknowledge and agree that:

1. You will not retain, acquire, or assert any intellectual property or other rights in or to the Feedback;
2. Carbon may already be independently developing ideas or technologies similar to the Feedback;
3. The Feedback does not contain any confidential or proprietary information of any third party; and
4. Carbon has no obligation to review, consider, or implement any Feedback, or to keep it confidential.

To the extent ownership of the Feedback does not automatically vest in Carbon, you hereby grant Carbon and its affiliates an irrevocable, worldwide, perpetual, sublicensable, transferable, royalty-free license to use, copy, modify, publish, distribute, and otherwise exploit such Feedback for any purpose, including commercial purposes, without attribution or compensation to you.

Third-Party Links

The Service may contain links to third-party websites or services that are not owned or controlled by Carbon Manufacturing Systems Corporation. These links are provided for convenience only and do not imply any endorsement, sponsorship, or affiliation.

Carbon has no control over, and assumes no responsibility for, the content, privacy policies, terms, or practices of any third-party websites or services. We make no warranties or representations regarding the accuracy, completeness, or legality of third-party content or offerings.

YOU ACKNOWLEDGE AND AGREE THAT CARBON SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY YOUR USE OF OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEBSITES OR SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING THE TERMS AND PRIVACY POLICIES OF ANY THIRD-PARTY WEBSITES YOU VISIT.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEBSITES OR SERVICES THAT YOU VISIT.

Disclaimer of Warranty

THESE SERVICES ARE PROVIDED BY CARBON ON AN "AS IS" AND "AS AVAILABLE" BASIS. CARBON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER CARBON NOR ANY PERSON ASSOCIATED WITH CARBON MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CARBON NOR ANYONE ASSOCIATED WITH CARBON REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CARBON HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF CARBON HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF CARBON, IT WILL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU TO CARBON UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Carbon, its affiliates, officers, employees, and agents from any claims, damages, obligations, losses, liabilities, costs, or debt (including attorney’s fees) arising from:

1. Your use of the Service;
2. Your violation of these Terms;
3. Your violation of any third-party rights, including IP or privacy rights;
4. Your Content.

Termination

Carbon may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including but not limited to instances where you violate these Terms, fail to make timely payments, or engage in conduct that may harm Carbon, the Service, or other users.

Carbon shall not be liable for any losses or damages resulting from any such termination. Access to the Service, including any Content or data stored therein, may be disabled immediately upon termination.

If you wish to terminate your account, you may do so by discontinuing use of the Service or by contacting Carbon at support@carbon.ms. Termination will not relieve you of any outstanding payment obligations as of the termination date.

All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, provisions related to ownership, confidentiality, feedback, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

Governing Law and Interpretation

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any principles of conflicts of law.

Any failure by Carbon to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between you and Carbon with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements, whether written or oral.

Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration conducted in the State of Delaware, in accordance with the rules of the American Arbitration Association. You agree to waive any right to a jury trial or to participate in a class action. Nothing in this clause shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction.

Changes To Service

Carbon reserves the right to modify, suspend, or discontinue the Service, or any part thereof, at any time, with or without notice and for any reason, including scheduled maintenance or operational adjustments.

Carbon shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service, or for any periods during which the Service or any portion thereof becomes unavailable.

From time to time, Carbon may restrict access to certain portions of the Service, or the entire Service, to certain users, including registered users, at its sole discretion.

Amendments To Terms

Carbon may revise or update these Terms from time to time without prior notice. The most current version of the Terms will always be posted and dated at the top of the page.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Service.

It is your responsibility to review these Terms periodically. The date of the most recent revision will appear at the top of the document.

Waiver And Severability

No waiver by Carbon of any term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Carbon to assert a right or enforce a provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or limited to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Acknowledgement

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE.

Contact Us

If you have any questions about these terms of service, please contact us by email at support@carbon.ms.