Terms of Service

Terms of Service – Carbide Secure Inc.

Carbide Secure Inc. (“Carbide”) owns and operates the website located at www.carbidesecure.com (the “Website”), which is made available by Carbide (“we/us”). Your (“you/Customer”) access to and use of the Website, including all of the content on or available through this Website, and use of the Carbide services described below related to web-based software development on both a free subscription model and a paid fee for service model (the “Services”) is conditional on you acceptance of and compliance with these Terms as well as our Privacy Policy, located at https://carbidesecure.com/privacy-notice/, which governs our use of your personal information.    

If you do not agree with these Terms of Service, do not use the Services or the Website and you must immediately discontinue use of the Services and contact support@carbidesecure.com to terminate your account.

1. SERVICES PROVIDED

We reserve the right to change the form and nature of the services we provide from time to time without prior notice to you. In addition, we may stop providing access to or aspects of the Website and/or Services (or any features within the Services) and we may not be able to provide you with prior notice.

You are responsible for your use of the Website and Services including any content you upload or post to the Website or through the Services. 

Carbide will provide services to you according to the Order Form provided to you during the registration process. For additional clarity, Carbide shall provide each user with a detailed quote for the Service, including a detailed description and fees payable to Carbide.

Carbide may use Third-Party Integrations in connection with the Services.  In no event shall any use of or reference to any Third-Party Integration or third-party product or service be construed as an endorsement by Carbide of that Third-Party Integration or third-party product or service. Carbide is not responsible for the content of any products, services, or materials available to Customer through Third-Party Integrations. Any Third-Party Integration accessed, used, or relied on by you in connection with the Services is subject to the terms and conditions of the applicable Third-Party Integration, and you are solely responsible for determining those terms and conditions and complying with them. You hereby release Carbide from all liability and/damages that may arise from (i) use of or reliance on a Third-Party Integration in connection with the Services; (ii) your receipt of products or services from any Third-Party Integration; or (iii) your reliance on the information or materials provided by any Third-Party Integration.

Carbide shall have the right to use the capabilities of the Services to confirm the number of users using the Services on your account and your compliance with these Terms.

2. LINKS

The Website and Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources (including the applications you selected). 

Links to third party websites or resources do not imply any endorsement by us of the content, products, or services available from such websites or resources. You have sole responsibility for and assume all risk arising from your use of any such websites or resources.  You further acknowledge that your use of those third-party sites and services will be subject to the user terms and policies of each individual site, including terms relating to privacy and order fulfillment when you purchase any goods or services from a third party website linked to from the Website.

3. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS  

 You are responsible for all activities that occur under your account and compliance with these Terms. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all customer data provided to the Services; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Carbide promptly of any such unauthorized access or use; and (iii) obtain all necessary consents and provide all necessary notices in accordance with all applicable law, including Privacy Laws, prior to sharing any customer data with Carbide.

You shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the Services; (ii) modify, translate, or create derivative works based on the Services or other intellectual property owned by Carbide; (iii) use Services for timesharing or service bureau purposes or otherwise use Services for the benefit of a third party; (iv) remove any proprietary notices or labels from any aspect of the Services; (v) interfere with or disrupt the servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (vi) build a competitive product or service; or (vii) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services.

We reserve the right at all times (but will not have an obligation) to remove or terminate users of the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

You may not do any of the following while accessing the Website or using the Services: 

  1. Contravene any applicable laws relating to acceptable online conduct, behavior and content usage;
  2. Engage in any illegal, offensive or unauthorized conduct including:
  3. Hacking, accessing, tampering with, or using non-public areas of the Services, our computer systems, or the technical delivery systems of our providers and partners; 
  4. Promoting bigotry, threaten, discriminate against or impersonate other XYZ users (based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise);
  5. Posting any sexual or explicit content;
  6. Probing, scanning, or testing the vulnerability of any system or network or breaching or circumventing any security or authentication measures;   
  7. Interfering with, or disrupting, (or attempting to interfere or disrupt), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
  8. Removing or modifying any copyright, trade mark or other proprietary notice on the Website.
  9. Use automated devices (such as robots and spiders) to scrape or index the Website, the Services or their content;
  10. Record or mine information about other users of the Website and Services;
  11. Create or post shill reviews for your own business, products and services or those of any other user of the Website and Services.

You agree to indemnify us for any and all claims, damages, losses and expenses (including reasonable legal fees) relating to any acts by you, including but not limited to any Content submitted by you, in connection with using the Service, resulting in claims against us by other users or third parties.

4. PAYMENT OPTIONS AND BILLING ARRANGEMENT

By signing up for a paid or free subscription to the Service, you agree to the payment terms as detailed in the applicable Order Form.

5. GRANT AND SCOPE OF THIS AGREEMENT

During the term, as specified in the applicable Order Form, Carbide grants you and your authorized users a limited, worldwide, non-exclusive right to access and use the Services via an internet website, mobile device or any other device owned or controlled by you, for its internal business use only. No rights are granted to you hereunder other than as expressly set forth in these Terms. 

By submitting, posting or displaying any data on the Website or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such data to provide you with the Services.

Carbide will not be responsible or liable for any use of your data by Carbide in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any data that you submit.

Carbide gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided by Carbide as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Carbide, in the manner permitted by these Terms.

6. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in and to the Website and Services throughout the world belong to Carbide. You have no rights in, or to, the software other than the right to use the Services in accordance with these Terms.

Carbide shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Services and any of Carbide’s other products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Website or Services.

All information provided by you through the Services will be considered your property. Carbide will not access or use data entered into the Carbide application by you for any other purpose than those expressed in these Terms, including but not limited to providing the Services. 

7. TERMINATION  

Either Party may terminate these Terms for cause: (i) upon fourteen (14) days’ written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period by the breaching Party.

Carbide may terminate these Terms and stop providing Services to you for convenience immediately upon notice to you. 

8. RIGHTS ON TERMINATION

Upon termination of these Terms for any reason: (i) Carbide’s obligations to provide Services to you under these Terms and any open Order Forms shall immediately terminate; (ii) within fifteen (15) days of the day of termination, you shall pay to the Carbide all Fees owing up to and including the effective date of termination or expiration; (iii)  all rights and licenses granted by Carbide to you under these Terms, including your access to Services, shall immediately cease.

9. SECURITY

Carbide will make every reasonable effort to store, protect and back up any information you provide through the Services. This information will be retained throughout the term of your subscription based on the applicable Order Form. If you choose to terminate your subscription, Carbide shall keep all of your data for one (1) year at which point it will be destroyed. Neither Carbide nor its affiliates will make any unauthorized use of your data or disclose, in whole or in part, any part of the data to any individual or entity, except to Carbide employees or consultants who require access to provide you with and improve the Services.

You shall make every reasonable effort to protect your own account information (usernames and passwords) from misuse. You shall also make reasonable effort to ensure that account information does not fall into the hands of individuals with intent to harm Carbide, the Website or the Services. The Privacy Policy of Carbide, as amended from time to time, is hereby incorporated into, and forms part of these Terms.

10.  TERM

Carbide Subscription

The term of each paid Carbide subscription shall be as specified in the applicable Order Form. Except as otherwise specified in the Order Form, all paid subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. 

For clarity. the per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term or renewal term, as applicable, unless Carbide has given you written notice of a pricing increase at least 60 days before the end of that term, in which case the pricing increase will be effective upon renewal and thereafter.

11. CHANGES TO TERMS OF SERVICE AND USAGE

Carbide will give the Customer 60 days’ notice of any changes to the Terms of Service.

Your access to and use of the Website and Services is at your own risk. 

You understand and agree that the services are provided to you on an “as is” and “as available” basis. Without limiting the foregoing, Carbide and its partners disclaim any warranties, express or implied, including but not limited to non-infringement, fitness for a particular purpose or merchantability. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon.  We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website, Services, or any Content. You also agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any data or other communications maintained by the Website and Services. We make no warranty that the Website or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained through the Website or Services will create any warranty not expressly made herein.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Carbide and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (iii) any content obtained from the services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Carbide has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

13. CUSTOMER INDEMNIFICATION

You shall, at its own expense, defend, indemnify and hold Carbide and its Representatives (collectively, “Company Indemnitees”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and all other expenses and costs of litigation), whether direct or indirect, that they or any related party may sustain, in violation of these Terms, as a result of any acts, errors or omissions of your and your Representatives (collectively, “Indemnitors”), including but not limited to: (i) breach of any part of these Terms; (ii) negligence or other tortious conduct; (iii) representations or statements not specifically authorized by Carbide herein or otherwise in writing; (iv) violation of any applicable law, regulation or order, including but not limited to breach of a third party’s Intellectual Property Rights or rights under Privacy Laws; or (v) Indemnitors’ misuse or altercation of Carbide’s background intellectual property in violation of these claims (each a “Customer Claim”). Customer Claims will not include any claim which arises as a direct result of gross negligence, fraud, or willful misconduct of Carbide or a claim for which Carbide is responsible. 

14. GENERAL 

These Terms shall be governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein. No choice of laws or rules of any jurisdiction shall apply. 

If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms Agreement will otherwise remain in full force and effect.  

These Terms are not assignable, transferable or sublicensable by either Party to a successor in interest, without consent by the other Party. Notwithstanding the foregoing, Carbide may assign these Terms without consent of Customer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Carbide’s business, shares or assets. 

Last Updated: October 2023