Carbon6 Terms of Service

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Please read these Terms of Service (“Terms”) carefully. BY USING THE SOFTWARE, SERVICES OR THE WEBSITES OFFERED BY CARBON6 TECHNOLOGIES, INC. AND ITS SUBSIDIARIES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE, SERVICES OR WEBSITES.

Software, Services and Websites

  1. Software, Services and Websites. Carbon6 Technologies, Inc., a Delaware corporation, and its subsidiaries (referred to, as applicable, as "C6", "we" or "us") is the premier ecosystem of connected software and services for professional eCommerce sellers.  We offer various tools and expertise designed to increase efficiency, drive profitability, and scale with data intelligence. The C6 ecosystem is owned and operated by C6.
  1. Customer. As a customer of C6 or a representative of an entity that is a customer of C6, you are a “Customer” according to this agreement (or “you”). You represent that you have full power, capacity and authority to accept these Terms on behalf of yourself or your employer.
  1. Account Requirements. To set up an account and use C6 Software, Services and/or Websites you must:
  • Be 18 years of age, or the age of majority in your province, territory or country, to become a Customer. Individuals under the age of 18, or applicable age of majority, may utilize the Software, Services and/or Websites only with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms.
  • Provide your legal full name, valid email address, and any other information we request to complete your account-signup process.
  • Provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party.
  • Personally and manually create your account without using any automated means, except for any auto-complete feature offered by your internet service provider. A third party may not create an account for you and you must not allow any third party to use your information to create an account.
  1. Account Ownership. The Customer who creates the account and whose Payment Method is charged (the "Account Owner") has access to and control over the account and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account, the Account Owner should maintain control over access to the Service and not reveal the password or details of the Payment Method associated with the account to anyone. Account Owners shall not share their account, log-in or any other access related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. Absent an explicit multi-user authorization, all accounts are for a single-user only. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We reserve the right to terminate your account or suspend your account in order to protect you and/or us. You will immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage from your failure to comply with these security obligations.

Payment

  1. Billing.  C6 may offer the Software, Services and/or Websites through a variety of billing methods, which include, but are not limited to, one-time subscriptions, ad-hoc billing/invoicing, monthly recurring subscriptions, and annual recurring subscriptions (“Subscription”). C6 or corresponding subsidiary will bill you on the date you subscribe to the software or service (“Subscription Date”), if applicable and will continue to bill you in accordance with your selected Subscription until you cancel.  You must cancel your Subscription at least one day prior to the next billing date to avoid a Subscription renewal. Fees will be billed to your Payment Method on the calendar day corresponding to the Subscription Date. Subscription fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled.
  1. Payment Methods. To use the Software, Services and/or Websites you must provide one or more Payment Methods. You can update your Payment Methods by going to the "Account" page of our Website(s). Following any update, you authorize us to continue to charge the applicable Payment Method(s). You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
  1. Term. You can cancel your Subscription at any time, and you will continue to have access to the Software, Services and/or Websites through the end of your pre-paid billing cycle unless otherwise stated in the Sales Order. We do not provide refunds or credits for any partial Subscription periods. To cancel, please navigate our Website to your account profile and follow instructions from there, or contact our Customer Support team (help@carbon6.io).  
  1. Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for the Software, Services and/or Websites or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.
  1. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the Software, Services and/or Websites through the end of your current billing period.

Disclaimers of Warranties and Limitations on Liability

  1. Disclaimer of Warranties. NEITHER CARBON6 NOR ITS THIRD-PARTY LICENSORS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRODUCT AND/OR SUPPORT SERVICES OR PROFESSIONAL SERVICES. CARBON6 DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. CARBON6 DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PRODUCT WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR-FREE OR SECURE OR THAT IT WILL BE COMPATIBLE WITH ALL OF CUSTOMER’S (OR ITS END CUSTOMERS’, IF APPLICABLE) EQUIPMENT OR SOFTWARE CONFIGURATIONS, OR THAT THE PRODUCT IS DESIGNED TO MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS. NO CARBON6 DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY AND ANY OTHER SUCH TERMS OR REPRESENTATIONS SHALL NOT BE BINDING ON CARBON6.
  2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE MONETARY OBLIGATION AND LIABILITY TO THE OTHER PARTY OR ANY OTHER PARTY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) EXCEED THE PAYMENTS, WITH RESPECT TO CUSTOMER, PAID OR PAYABLE BY CUSTOMER, OR WITH RESPECT TO CARBON6, PAID BY CUSTOMER TO CARBON6 FOR THE PRODUCT, SUPPORT SERVICES OR PROFESSIONAL SERVICES THAT GAVE RISE TO THE ACTION OR CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT. 

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS; CUSTOMER’S BREACH OF CARBON6’S INTELLECTUAL PROPERTY RIGHTS; CUSTOMER’S PAYMENT OBLIGATIONS; OR THE INDEMNIFICATION OBLIGATIONS. Notwithstanding anything to the contrary in this Agreement, Carbon6 shall have no liability arising from: (i) any disclosure of Customer Data by the Authorized Users or through the functions and settings of the Product under Customer’s control; (ii) claims alleging that Customer Data violates the intellectual property rights of a third party; or (iii) damages or losses, if any, caused by any modification or adaptation made by Customer to a Product without Carbon6’s express prior written consent.

EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS OR CUSTOMER’S BREACH OF CARBON6’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTIES FOR (A) INDIRECT, SPECIAL, CONSEQUENTIAL, COLLATERAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, OR (B) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, LOSS OF, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, IN EACH CASE EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

  1. Results Not Guaranteed. C6 makes no guarantee or representation of any kind concerning the results of your use of the Software, Services and/or Websites. Any testimonials or examples displayed or depicted regarding the Software, Services and/or Websites are only examples of what may be possible. There can be no assurance as to any particular outcome, including increased income, Amazon ranking, sales, and/or any other outcome, based on the use of the Software, Services and/or Websites or any other products, programs or service offered by us.
  2. Indemnification for Breach of Terms of Use. You agree to indemnify and hold C6, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against C6 by any third party due to or arising out of or in connection with your use of the Software, Services and/or Websites.
  3. Third Party Resources. The Software, Services and/or Websites may contain links to third party websites or other resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content or policies of third-party websites or other resources. Links to such websites or resources are provided only as a convenience to you and do not imply any endorsement by or affiliation with C6. You acknowledge sole responsibility for, and assume all risk arising from, your use of any such third-party websites or resources.

Security & Retention

  1. Security. The privacy and protection of your data is of the utmost importance to us. Although we use multiple and various security measures to help protect your Personal Data against loss, misuse or unauthorized disclosure, we cannot 100% guarantee the security of information transmitted to us over the Internet.
  2. Retention. We will retain your information for as long as needed to provide you with the Software, Services and/or Websites. If you wish to cancel your account or request that we no longer use your information to provide you the Software, Services and/or Websites, contact us at help@carbon6.io.  We will retain only that information necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Miscellaneous

  1. Privacy Statement. C6 may use and disclose your information according to our Privacy Statement. Our Privacy Statement www.carbon.io/legal is incorporated into these Terms of Service.
  2. Intellectual Property. The Website(s), its original content, features, functionality (including look), our trademarks, service marks, logos, and Services content (“Intellectual Property”) are owned by C6 and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, or republish any of our Intellectual Property. The term “content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, AdWords, and interactive features generated, provided, or otherwise made accessible on the Website or otherwise through the Software, Services and/or Websites.
  3. Intellectual Property Rights. C6 respects the intellectual property rights of others and expects its users to do the same. It is our policy to respond to notices of alleged infringement that comply with applicable intellectual property laws and to promptly remove or disable access to any material claimed to be infringing upon the intellectual property rights of others.
  4. Notice of Infringement. If you believe that any content available through the Software, Services, and/or Websites infringes upon your intellectual property rights, please provide C6 with a written notice of infringement that includes the following information:

a. A physical or electronic signature of the copyright or intellectual property owner or their authorized representative.

b. Identification of the copyrighted work or intellectual property claimed to have been infringed, or, if multiple works or intellectual properties are covered by a single notification, a representative list of such works.

c. Sufficient information to enable C6 to locate and identify the allegedly infringing content, such as the URL or other specific location within the Software, Services, and/or Websites.

d. Your contact information, including your name, address, telephone number, and email address.

e. A statement that you have a good faith belief that the use of the copyrighted work or intellectual property is not authorized by the owner, its agent, or the law.

f. A statement, made under penalty of perjury, that the information provided in the notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on behalf of the owner.

  1. Counter-Notice. If you believe that your content was wrongly removed or disabled due to a mistaken infringement claim, you may submit a counter-notice to C6. Your counter-notice must include the following information:

a. Your physical or electronic signature.

b. Identification of the content that was removed or disabled and the location at which the content appeared before it was removed or disabled.

c. A statement, under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification.

d. Your contact information, including your name, address, telephone number, and email address.

e. A statement that you consent to the jurisdiction of the federal district court located in the State of Delaware and that you will accept service of process from the person who provided the original infringement notification.

  1. Repeat Infringers. C6 reserves the right to terminate, in appropriate circumstances and at its sole discretion, the accounts of Customers who are deemed to be repeat infringers of intellectual property rights.
  2. Customer Data. "Customer Data" means information, data, and other content, in any form or medium, including your billing and other personal information, that is submitted, posted, or otherwise transmitted by you, or a third party on your behalf, through the Software, Services and/or Websites. As between you and C6, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant C6 a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for C6 to provide the Software, Services and/or Websites and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use the Customer Data for analytics purposes. C6 will use your billing and other personal information only for the purpose of providing you the Software, Services and/or Websites.  Reference Privacy Statement www.carbon.io/legal.
  3. International Users. The Software, Services and/or Websites are controlled, operated and administered by C6 from our offices within the USA and Canada. If you access the Software, Services and/or Websites from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
  4. Compliance with Law. You represent and warrant that your use and interaction with C6 and the Software, Services and/or Websites is and will be in compliance with all national, federal, state, and local laws, ordinances and regulations. If you are located in a country outside the United States it is your responsibility to determine that you are in compliance with the laws of that country. You agree to indemnify and hold us harmless from any losses, including attorney fees that result from your breach of any part of these representations and warranties.
  5. Force Majeure. We shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, war, hackers, third party internet providers, government orders, power failures, nuclear destruction, Armageddon or any other force majeure event.
  6. Severability. The invalidity or unenforceability of any provisions of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, which shall remain in full force and effect.  Any provision of these Terms which imposes an obligation after termination or expiration of this agreement shall survive the termination or expiration of this agreement.
  7. Governing Law. These Terms and your use of the Software, Services, and/or Websites shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
  8. Jurisdiction. Any action, suit, or proceeding arising out of or relating to these Terms or the use of the Software, Services, and/or Websites shall be filed exclusively in the state or federal courts located in the State of Delaware. You hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action, suit, or proceeding.
  9. Waiver of Jury Trial. To the fullest extent permitted by applicable law, you waive any right to a jury trial in any action, suit, or proceeding arising out of or relating to these Terms or the use of the Software, Services, and/or Websites.
  10. Injunctive Relief. You acknowledge and agree that any breach or threatened breach of these Terms by you may cause irreparable harm to C6 for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, C6 shall be entitled to seek injunctive relief to enforce these Terms without the need to post a bond or prove actual damages.
  11. Headings. The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
  12. Waiver. Our failure to exercise or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
  13. Dispute Resolution. Any dispute or controversy you or we have arising under or in connection with this agreement shall be settled exclusively by binding arbitration solely by written submission in Wilmington, in the State of Delaware, in accordance with the expedited Commercial rules of the American Arbitration Association then in effect, by one arbitrator. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The arbitrator shall not have the power to award any punitive or consequential damages. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

By using our software and services, you agree to abide by this Dispute Resolution section and the procedures outlined herein.

  1. Assignment. You may not assign any of your rights under this agreement to anyone else. We may assign our rights at our discretion.
  2. Notice. All notices to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice to us will be effective when delivered to us at:

    help@carbon6.io
    Carbon6 Technologies, Inc.

786 King Street West

Toronto, Ontario M5V 1N6

  1. Electronic Communications. When you use the Software, Services and/or Websites, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us. We will communicate with you in a variety of ways, such as by e-mail, text, or by posting notices and messages on this Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  2. Entire Agreement. These terms, together with your Master Subscription Agreement, Sales Order and our Privacy Statement and any additional terms you have agreed to, constitute(s) the entire agreement with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

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