2. Definitions

• “Authorized Users” means your employees, agents, or service providers who are authorized to use the Services on your behalf.

• “Beta Services” means any new or experimental features, integrations or functionality made available on a trial, pilot or limited release basis.

• “Order Form” means the document or online order that sets forth your purchase of Services including fees, term, and other details.

3. Service Access & Use

We grant you a limited, non-exclusive, non-transferable right to access and use the Services, solely in accordance with these Terms, any applicable Order Form, and our policies. You are responsible for maintaining the confidentiality of your credentials, and for all use of the Services by your Authorized Users.

4. Subscription, Fees & Automatic Renewal

• Fees for the Services are described in the applicable Order Form.

• Unless otherwise set forth in the Order Form, your subscription will automatically renew for successive periods of equal duration unless you provide notice of non-renewal at least [insert days] prior to the end of the then-current term.

• You must pay all fees in a timely manner. Late payments may incur interest or result in suspension of the Services.

5. License Restrictions

You agree not to:

• use the Services other than in compliance with all applicable laws;

• copy, modify, distribute, sell, lease, or grant sublicenses of the Services;

• reverse engineer, decompile, or disassemble the Services (except to the extent permitted by law).

• remove any proprietary or copyright notices.

6. Data & Privacy

We process personal information in accordance with our Privacy Policy. You represent that you and your Authorized Users have all necessary rights and consents to provide us with data you upload, import or otherwise submit to the Services. We may access, process and use that data as described in our Privacy Policy.

7. Disclaimers; Limitation of Liability; Arbitration

• The Services are provided “as is”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

• Our liability to you for any claim arising out of or relating to these Terms or the Services is limited to the greater of (i) the total fees paid by you in the [insert period] preceding the claim or (ii) [insert cap]. In no event will we be liable for indirect, special, incidental or consequential damages.

• Except as otherwise authorized in a separate agreement, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration in [insert locale], unless you opt out by [insert time-period] after accepting these Terms.

8. Term & Termination

• The term of this Agreement begins when you first access the Services and continues until terminated as set forth below.

• Either party may terminate for material breach by the other if the breach remains uncured after [insert days] written notice.

• Upon termination or expiration of the subscription term:

  • We will cease providing the Services.

  • You will cease using the Services.

  • You may request a copy of your data in a commonly-used format within [insert days].

  • We may delete or anonymise your data after a further period unless retention is required by law.

9. Intellectual Property

All rights, title and interest in and to the Services (including software, content, logos, and trademarks) remain with Carion or its licensors. You retain all rights in your data. You hereby grant us a limited license to use your data solely to provide the Services.

10. Confidentiality

Each party agrees to treat the other’s non-public information as confidential and to use it only for the purposes of the Agreement. Confidential information excludes information that (i) is or becomes public through no fault of the receiving party; (ii) was rightfully known to the receiving party before disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law.

11. Compliance with Laws

You are responsible for complying with all applicable laws in your use of the Services, including data protection, export control, and anti-spam laws. You represent and warrant that you will not use the Services for any unlawful or unauthorized purpose.

12. Indemnification

You will defend, indemnify and hold harmless Carion and its officers, directors, employees, agents, licensors and suppliers from and against any claim, liability, damage, loss, cost or expense (including reasonable attorneys’ fees) arising out of or in connection with your use of the Services or your breach of these Terms.

13. Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control (e.g., natural disasters, war, strikes, internet failures).

14. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement without your consent to an affiliate or in connection with a merger or sale of our business.

15. Notices

All notices under these Terms will be in writing and given via email or sent to the address listed in the applicable Order Form (or account information). Notice becomes effective when received.

16. Severability & Waiver

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect. A waiver of any right or breach must be in writing and signed to be effective.

17. Entire Agreement

These Terms (together with any Order Forms, exhibits, policies referenced herein, and any amendments) constitute the entire agreement between you and Carion relating to the subject matter herein and supersede all prior or contemporaneous communications.

18. Changes to Terms

We may amend these Terms from time to time by posting the revised Terms on our Website or by providing notice to you. Your continued use of the Services following such posting or notice constitutes your acceptance of the amended Terms.

19. Contact Information

If you have any questions about these Terms, you may contact us at:

• Email: sales@carion.group

• Address: 228 Park Avenue South 228 Park Ave S PMB 33697 New York, NY 10003 US