CarriedAI Master Terms
§ 1. SCOPE.
These CarriedAI Master Terms (the “CMT” which, taken together with the Order Form, shall constitute the “Agreement”), effective as of the applicable Order Form term as set forth herein (the “Effective Date”), is made by and between CarriedAI GmbH with a principal place of business at Goethestr. 5, 10623 Berlin (“CarriedAI”), and the individual or entity listed on the Order Form as “Customer” (“Customer”). CarriedAI and Customer shall herein be referred to individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 2. SERVICES PROVIDED.
2.1 Platform Services. Access Grant Subject to the terms and conditions of this Agreement, and in consideration for the payment of fees set forth on the applicable Order Form. CarriedAI hereby grants to the Customer, solely during the term of the applicable Order Form, a non-exclusive, non-licensable, non-assignable, non-resalable, non-transferable right to access and use the Platform Services solely for the Customer’s internal business purposes. CarriedAI’s obligations with respect to the Platform Services are expressly contingent on Customer’s timely payment of Fees. This right is expressly restricted to use by Customer and its Users and does not include the right to use the Platform Services on behalf of any third party.
2.2 Additional Volume. Access Grant Subject to the terms and conditions of this Agreement for the amount of processing units above the limit set in the Order Form. Same terms as in 2.1 apply.
§ 3. AUTHORIZED PERSONS AND CUSTOMER INFORMATION.
3.1 Authorized Persons. Customer may designate one or more authorized persons who may provide instructions to CarriedAI with respect to accounts (such as exporting data, merging instances, adding emails, changing domains, or other such actions) via notice to CarriedAI and change such person via notice (such person being the “Authorized Person” or, if multiple, “Authorized Persons”). Customer acknowledges and agrees that CarriedAI may rely on the instructions of such Authorized Person and Customer represents that such Authorized Person is authorized to provide such instructions to CarriedAI.
3.2. Information Provided by Customer. Customer represents and warrants that any and all information (excluding Customer Instance Data and normal-course use of the Services) provided by Customer is accurate, current, and complete and that Customer will use reasonable efforts to update its information from time to time, particularly with respect to billing information.
§ 4. TERM AND TERMINATION.
4.1. Order Form Term. The term of each Order Form shall begin on the the date listed in the Order Form and shall continue for the period as listed on such Order Form (“Initial Term”) Unless otherwise expressly provided in the applicable Order Form, each Order Form shall automatically renew for additional successive terms (each, a “Renewal Term”), unless and until either Party notifies the other Party in writing at least fifteen days prior to the end of the then-current Initial Term or Renewal Term (as applicable) that it has elected not to renew such Order Form (such thirty day period being the “Non-Renewal Period”) at which point the Order Form will expire at the end of the then-current term.
4.2. CMT Term. The term of this CMT shall begin on the effective date of the first Order Form entered into by the Parties and shall endure until all Order Forms expire or are terminated. This CMT shall continue to apply to any existing Order Forms.
4.3. Termination. Notwithstanding the foregoing, either Party may terminate any Order Form or this Agreement (i) immediately in the event of a material breach of this Agreement or any such Order Form by the other Party that is not cured within 30 days of written notice from the other Party specifying the nature of such breach, or (ii) immediately upon notice to the other Party if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filing. Termination of one Order Form shall not be deemed a termination of any other Order Forms. This CMT may only be terminated by terminating all applicable Order Forms or upon all Order Forms expiring.
4.4. Customer Instance on Termination. Customer acknowledges that Customer may use the data export services made available to Customer by CarriedAI so long as Customer has access to such Services to export Customer Instance Data. It is Customer’s responsibility to ensure that they leverage the applicable data export services prior to the expiration or termination of the applicable Order Form. Within 60 days of termination or expiration of the applicable Order Form, CarriedAI will delete the Customer Instance – including any Customer Instance Data contained therein – and Customer acknowledges that Customer will, after such deletion, permanently lose access to any such Customer Instance Data and the Customer Instance. For the avoidance of doubt, Customer Instance refers to CarriedAI’s Platform and not to the CRM or System used by the Customer to consume CarriedAI’s Data and Services.
§ 5. FEES; PAYMENT TERMS.
5.1. Fees. The Customer agrees to pay the Fees in accordance with and at the rates and amounts specified in each Order Form. Unless otherwise set forth on the Order Form or this Agreement, payment shall be due within thirty (14) days after receipt by Customer of CarriedAI’s invoice and can be made via ACH, wire, or other method permitted and made available by CarriedAI, and shall be made in Euro. Fees are non-refundable and non-cancellable.
§ 6. CONFIDENTIALITY.
6.1. Confidential Information. During the term of this Agreement and for so long as Confidential Information remains confidential each Party receiving Confidential Information shall not disclose (or permit its personnel to disclose) any Confidential Information of the other Party to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively “Representatives”) who has a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party’s Confidential Information than this Agreement. The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each Party will be responsible for the actions and omissions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The receiving Party shall promptly notify the disclosing Party upon becoming aware of any unauthorized access or disclosure of the disclosing Party’s Confidential Information.
6.2. Exclusions. Information will not be deemed Confidential Information hereunder if such information:
(i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality;
(ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party;
(iii) becomes publicly known or otherwise publicly available, except through the receiving Party’s (or its Representatives’) breach of this Agreement; or
(iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
The receiving Party may disclose Confidential Information (a) pursuant to the requirements of applicable law, legal process or government regulation or (b) on a confidential basis as reasonably necessary to potential investors or acquirers (expressly excluding Customer Instance Data). For greater clarity, any information, data, records, or other such materials made available by CarriedAI as part of the Services remain the exclusive property of CarriedAI and CarriedAI Confidential Information.
§ 7. WARRANTIES; DISCLAIMER.
7.1. Availability. CarriedAI will undertake commercially reasonable efforts to make the Platform Services available twenty-four (24) hours a day, seven (7) days a week provided, however that CarriedAI reserves the right to suspend or make the Services unavailable for or in connection with: a) reasons expressly contemplated by this Agreement, b) maintenance downtime or downtime related to product improvements or modifications, c) Customer’s use of the Services in such a way that would or CarriedAI reasonably suspects would negatively impact CarriedAI Services or CarriedAI’s other customers, and d) where Customer is subject to a notice of breach under this Agreement so long as such breach remains uncured.
7.2. No Uptime Warranty. CarriedAI does not represent or warrant that the services will be error-free or that the services will meet customer’s requirements or that all errors in the services will be corrected. The services are provided as-is and there are no other representations or warranties (except those expressly provided herein) or conditions, express or implied, including without limitation, those of merchantability, fitness for a particular purpose or non-infringement of third party rights. Carriedai hereby disclaims all other warranties (express or implied). Customer assumes all responsibility for determining whether the services are accurate or sufficient for the customer's purposes.
7.3. Mutual Warranty Disclaimer. except as otherwise provided in this agreement, neither party offers any other warranty, express or implied, including but not limited to warranties of fitness for a particular purpose, merchantability, or other such warranties.
§ 8. LIMITATION OF LIABILITY.
8.1. Mutual Consequential Damage Exclusion. Neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. Customer expressly acknowledges and agrees that there is substantial uncertainty as to whether any of Customer’s particular opportunities that it may upload via the Services will or will not close or otherwise provide a benefit to Customer. As such, at no time will CarriedAI be liable for lost profits or lost opportunities of Customer.
8.2. Limitation. Except for fraud, willful misconduct and gross negligence, the total cumulative liability of CarriedAI to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Fees paid by Customer to CarriedAI under the Order Form for the Services which form the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the Parties. The pricing set forth in each Order Form reflects this allocation of risk and the limitation of liability specified herein and this limitation represents a material term upon which CarriedAI relied in entering into this Agreement.
§ 9. INTELLECTUAL PROPERTY RIGHTS.
Customer acknowledges that all copyrights, trademarks, and other intellectual property rights in and relating to the Services are owned by or licensed to CarriedAI.
§ 10. USER CONTENT AND CUSTOMER'S LOGO; GRANT OF RIGHTS.
By registering for the "Free Plan", if applicable, the Customer agrees that, in exchange for using the services at no cost, CarriedAI and its Affiliates are granted permission to use the Customer’s company name and logo on their websites and in marketing materials. This permission is granted specifically in connection with the Customer’s use of the product free of charge.
The Customer may request the removal of its logo from the website by contacting guillem.sague@carriedai.com. Such a request will result in the automatic cancellation of the Customer's account.
CarriedAI may, at its sole discretion, choose to provide access to the service without requiring the right to use the Customer’s name and logo. However, this does not constitute a waiver of CarriedAI’s rights under this clause.
§ 11. MISCELLANEOUS.
11.1. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement by name and that is duly signed by the authorized representatives of both Parties may amend this Agreement or such Order Form. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar ordering document issued by the Customer shall be of no force or effect, even if accepted by CarriedAI. Contract terms and conditions included in any online terms, “click wrap,” or other agreement that accompanies the Services or Order Form are superseded by this Agreement.
11.2. Assignment. This Agreement shall be binding upon and for the benefit of CarriedAI, the Customer and their permitted successors and assigns. Either Party may assign this Agreement and all Order Forms as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets to the surviving or (as applicable) purchasing entity in such reorganization, consolidation, merger, or sale upon notice to the other Party. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void.
11.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Germany.
11.4 .Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing to each Party.
11.5. Waiver; Severability; Changes. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and any invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Notwithstanding anything to the contrary, CarriedAI reserves the right to modify this CMT from time to time for legal and compliance purposes and, should Customer reject such modification, CarriedAI reserves the right to terminate the Services. Customer’s continued use of the Services expressly constitutes acceptance of any such modification.
11.6. Counterparts; Headings; Ambiguity. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which together shall constitute but one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. Electronic signatures shall have the same effect as physical signatures.
