Carson Terms of Service

Summary of Key Points

This summary is for convenience. The full Terms below govern.

• A business agreement. Carson is a tool for organizations. By creating or joining a workspace you accept these Terms for the organization you work for, and you confirm you are allowed to do that.
• Your data stays yours. You own the conversations, tickets, transcripts, and other content you connect, and everything Carson derives from it. We use it only to run and improve the Service for you, to improve the Service more widely where it appears in session replays, and to create de-identified data as Section 6.6 describes. We never train AI models on it.
• A 14-day free trial, then a monthly subscription. No card is needed to start. If you subscribe, you are billed monthly per seat through Stripe, and the subscription renews each month until you cancel. You can cancel at any time by emailing support@getcarson.ai, effective at the end of the current month.
• Founding pricing is locked. If you subscribe on the Founding plan, your per-seat price does not go up for as long as your subscription stays active.
• AI output needs a human. Carson summarizes what your customers said and links every finding back to the source so you can check it. Outputs can be wrong, and you are responsible for what you do with them.
• Fair limits on both sides. Each party's liability is capped at what you paid us in the previous 12 months, with the usual exceptions. We do not exclude anything the law says we cannot exclude.
• Leaving is simple. Close your workspace at any time, in Settings in Carson or by emailing support@getcarson.ai. We delete your content and backups within one month. Session replays, which can show your content, are deleted 30 days after they are recorded, even if you leave sooner.
• Questions: legal@getcarson.ai.

1. Acceptance and Eligibility

These Terms of Service (the "Terms") are a contract between Kapiche Pty Ltd (ACN 162 982 961), an Australian company ("Kapiche," "we," "us," or "our"), and the organization on whose behalf you use Carson ("Customer," "you," or "your"). They govern access to and use of the Carson web application at app.getcarson.ai, the Carson API, the Carson Slack app, the Carson MCP interface for AI clients, and related support (together, the "Service").

By clicking to accept, creating a workspace, accepting an invitation to a workspace, or using the Service, you accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it, and "Customer" means that organization. If you do not have that authority or do not agree, do not use the Service.

The Service is intended for businesses and other organizations. You must be at least 18 years old and using Carson for business purposes. Consumers should not use the Service.

If Customer and Kapiche have signed a separate agreement covering the Service, that agreement governs to the extent it conflicts with these Terms.

The Carson Privacy Policy and the Carson Data Processing Addendum (the "DPA") are incorporated into these Terms by reference. If these Terms conflict with the DPA about the processing of personal data, the DPA governs.

2. Definitions

"AI Features" means the parts of the Service that use large language models or other machine learning to extract themes and signals, generate embeddings, build taxonomies, answer questions, produce summaries, or draft reports.

"Connected Source" means a third-party system that Customer authorizes Carson to read from, such as a help desk, CRM, call recorder, survey tool, data warehouse, or Slack workspace, and any file Customer uploads.

"Customer Content" means data that Customer or its Users submit to the Service or authorize the Service to collect from Connected Sources, together with everything the Service derives from that data for Customer, including themes, signals, summaries, answers, reports, and other Output. Customer Content excludes Usage Data, De-identified Data, and Feedback.

"De-identified Data" means data derived from Customer Content or Usage Data from which identifiers have been removed so that it cannot reasonably be linked, directly or indirectly, to Customer, any User, or any individual.

"Documentation" means the help and product documentation we publish for the Service, as updated from time to time.

"Feedback" means suggestions, ideas, or other feedback about the Service that Customer or a User provides to us.

"Order" means the plan, seat count, price, and billing period Customer selects at checkout, or any signed order form.

"Output" means content the AI Features generate in response to Customer Content or a User's question.

"Seat" means one User slot in a workspace. A workspace's seat count is the number of Users who are members plus the number of outstanding invitations.

"Subscription Period" means each monthly billing period of a paid subscription, or another period stated in an Order.

"Usage Data" means data about the provision, use, and performance of the Service, such as feature usage, request volumes, performance metrics, and diagnostics. Usage Data does not include Customer Content.

"User" means an individual whom Customer allows to use the Service, whether as a workspace member, through the Slack app, or through an AI client connected over MCP.

3. The Service

3.1 Access

Subject to these Terms, Kapiche grants Customer a non-exclusive, non-transferable right during the term to access and use the Service for Customer's internal business purposes, according to the Documentation and the limits of Customer's Order.

3.2 Accounts and Users

Customer controls who is invited into its workspace and what they can do there. Customer is responsible for its Users' use of the Service and their compliance with these Terms, for keeping credentials confidential, and for everything done through its accounts. Customer will notify us promptly by email to legal@getcarson.ai, the notice address in Section 19, if it becomes aware of unauthorized access. Invitations expire 14 days after they are sent if not accepted.

Authentication is provided through our identity provider. Where Customer connects its own identity provider or single sign-on, Customer is responsible for administering it.

3.3 Connected Sources

Customer decides which Connected Sources to attach. When Customer authorizes a Connected Source, Customer instructs us to read the data that source makes available under the permissions Customer grants, to store it, and to analyze it as part of the Service, and, for Slack, to create or join the channel Customer selects for findings, which the Carson app then remains a member of. Customer is responsible for having the rights, consents, and notices needed to give us that data, and for complying with the terms of each Connected Source. Customer may disconnect a source at any time from Integrations; doing so stops future syncing and deletes the stored credential from our systems, but does not by itself delete data already collected or end the grant at the source. Stopping an outbound channel does not delete the credential.

3.4 Slack App, API, and MCP

Customer may install the Carson Slack app, use the API, or connect an AI client to its workspace over MCP. Anything Carson posts into a Slack channel, returns to an API caller, or supplies to an AI client is Customer Content delivered on Customer's instruction. Customer is responsible for who can see those channels and clients and for the terms of the third-party tools it uses. AI clients connected over MCP receive only what the connecting User is permitted to see, but Customer is responsible for how those clients store and use what they receive.

3.5 Changes to the Service

We improve the Service continuously and may add, change, or remove features. During a paid Subscription Period we will not materially reduce the core functionality of the Service. If we do, Customer may terminate the affected subscription and we will refund any prepaid fees for the remainder of the Subscription Period.

3.6 Early Access and Beta Features

We may offer features labeled early access, beta, preview, or similar ("Beta Features"). Beta Features are provided for evaluation, may change or be withdrawn at any time, and are excluded from any warranty, support commitment, or indemnity in these Terms. We may ask for feedback on them.

3.7 Support

We provide support by email and through the help resources at getcarson.ai/help during our normal business hours. We do not commit to a response time or service level under these Terms unless an Order says otherwise.

4. Free Trial and Founding Pricing

4.1 Free Trial

New workspaces receive a 14-day free trial. No payment method is required to start. During the trial the Service is provided as is, without any warranty or indemnity, and the liability cap in Section 15 is US$100. When the trial ends, Customer may subscribe to keep using the Service. If Customer does not subscribe within one month after the trial ends, we may delete the workspace and its Customer Content.

4.2 Founding Pricing

While we offer a Founding plan, the per-seat price shown at checkout is fixed for as long as Customer's subscription on that plan remains continuously active. The price lock covers the per-seat fee only. Taxes, seat counts, and plan features may change, and the lock ends if the subscription is cancelled, lapses for non-payment, or is terminated. Re-subscribing later is at the pricing then in effect.

5. Fees, Billing, Renewal, and Cancellation

5.1 Fees

Customer will pay the fees stated in its Order. Fees are per Seat per Subscription Period and are billed in advance. Seats added during a Subscription Period are not charged for that period and are charged in full from the next Subscription Period. Removing Seats takes effect at the next Subscription Period; we do not refund for Seats removed mid-period.

5.2 Payment

We bill through Stripe. By subscribing, Customer authorizes us to charge its payment method for all fees when due, including renewals and added Seats. We send invoices to Customer's billing contact, and Customer may update its payment method or plan by emailing support@getcarson.ai. If a charge fails, we will retry it and notify Customer. If fees remain unpaid 10 days after they are due, we may suspend access under Section 9 until payment is made, and we may terminate the subscription if fees remain unpaid 30 days after they are due.

5.3 Automatic Renewal

Paid subscriptions renew automatically at the end of each Subscription Period for another period of the same length, at the then-current fees for Customer's plan (subject to Section 4.2), until Customer cancels. We state the renewal terms, price, and how to cancel at checkout and on each invoice.

5.4 Cancellation

Customer may cancel at any time by emailing support@getcarson.ai. Cancellation takes effect at the end of the current Subscription Period. Customer keeps access until then and is not charged again. Fees already paid are not refunded, except where these Terms say otherwise.

5.5 Price Changes

We may change the fees for a plan by giving Customer at least 30 days' notice by email or in the Service. A price change takes effect at the start of the first Subscription Period after the notice period. Price changes do not apply to a Founding plan subscription while its price lock applies. If Customer does not accept a price change, it may cancel before the change takes effect.

5.6 Taxes

Fees exclude taxes. Customer is responsible for all sales, use, value added, goods and services, withholding, and similar taxes on its purchase, other than taxes on our income. If we are required to collect a tax, we will add it to the invoice unless Customer provides a valid exemption certificate.

5.7 Disputed Charges

Customer must raise any billing dispute in writing within 30 days after the charge. We will work with Customer in good faith to resolve it. Charges not disputed within that period are accepted.

6. Customer Content and Data

6.1 Ownership

As between the parties, Customer owns all Customer Content, including Output. Kapiche acquires no rights in Customer Content except the limited rights granted in these Terms.

6.2 License to Kapiche

Customer grants Kapiche a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and create derivative works of Customer Content solely to provide, secure, support, and improve the Service for Customer, to record and view session replays under Section 6.6, to create De-identified Data under Section 6.6, and as otherwise instructed by Customer or required by law. This license ends when Customer Content is deleted under Section 16.5, except for De-identified Data already created and for the Customer Content in session replays, which it covers until they are deleted under Section 6.6.

6.3 Customer Responsibilities

Customer represents that it has all rights, consents, and lawful bases needed to submit Customer Content to the Service and to allow us to process it as described in these Terms, the Privacy Policy, and the DPA, including any notices or consents required from the individuals whose information appears in it. Customer is responsible for the accuracy and legality of Customer Content and for the decisions it makes based on the Service.

6.4 Prohibited Data

Unless we have agreed otherwise in writing, Customer will not submit to the Service: protected health information subject to HIPAA (without a signed business associate agreement with us); payment card numbers or bank account numbers; government-issued identification numbers such as Social Security numbers; or data subject to the Gramm-Leach-Bliley Act, ITAR, or similar regimes that impose specific handling requirements. Customer Content will ordinarily contain the names, contact details, and words of Customer's own customers, and this Section does not restrict that. It restricts data whose handling carries regulatory obligations we have not agreed to take on.

6.5 Privacy and Security

We process personal data in Customer Content as Customer's processor or service provider under the DPA, for the purposes in Section 6.2, which include the session replay and De-identified Data uses in Section 6.6, and describe our practices in the Privacy Policy. We maintain administrative, physical, and technical safeguards designed to protect Customer Content, including encryption in transit over public networks, and encryption at rest and per-workspace isolation in Carson's own systems, and the controls described at getcarson.ai/security. Customer Content is hosted in the United States. Session replays are held outside Carson's own systems, by the analytics subprocessor listed in the Privacy Policy, as Section 6.6 describes. We will notify Customer without undue delay, and in any case within 48 hours, after confirming a security breach that affects Customer Content.

6.6 Usage Data, Session Replays, and De-identified Data

We may collect and use Usage Data to operate, secure, support, and improve the Service and to develop new products, and we may disclose Usage Data only in aggregated form that does not identify Customer or any individual.

Session replays record the Service as Users see it, and as our staff see it when they open Customer's workspace, so they can show Customer Content. We may record and view them to support Customer and to see how the Service is used so we can improve it. They are not Usage Data, they are held by the analytics subprocessor listed in the Privacy Policy, and they are deleted 30 days after they are recorded; closing a workspace, the end of a trial, or a deletion request does not delete them sooner. Section 7.2 applies to the Customer Content in them.

We may create De-identified Data from Customer Content and Usage Data and use it during and after the term to operate and improve the Service, to develop benchmarks and industry insights, and for other lawful business purposes. We will not attempt to re-identify De-identified Data, will contractually prohibit anyone we share it with from doing so, and will not publish it in a form that identifies Customer or its data. De-identified Data is not Customer Content, and Customer's deletion rights do not apply to it. Nothing in this Section permits us to use Customer Content to train AI models, which Section 7.2 prohibits.

6.7 Feedback

If Customer or a User provides Feedback, Kapiche may use it without restriction or obligation, and Customer waives any rights in it. Feedback does not include Customer Content.

6.8 Publicity

We may identify Customer as a Carson customer by name and logo on our website and in marketing materials. Customer may withdraw this permission at any time by emailing legal@getcarson.ai, and we will stop new uses within 30 days. Any case study or quotation will require Customer's separate approval.

7. AI Features

7.1 Nature of Output

The AI Features generate Output from Customer Content using large language models operated by third-party providers. The providers that serve Customer requests are listed in our subprocessor list at getcarson.ai/security. Output is produced by statistical methods and may be incomplete, inaccurate, out of date, or misleading. Similar Output may be generated for other customers from similar inputs. Every Output is linked to the source conversations it was derived from so that a person can check it.

7.2 No Training on Customer Content

We do not use Customer Content, including Output, to train, fine-tune, or improve any AI model, ours or a third party's. We use model providers under terms that prohibit them from using Customer Content for training or from retaining it beyond serving the request, apart from a short-lived prompt cache of the opening part of a prompt, held by the provider for a period it controls, currently up to an hour, as described in the Privacy Policy. Each request to a model provider carries the excerpts needed for that task, together with the context described in the Privacy Policy: Customer's organization name, the name of the User asking and the areas of the business they work in, the company background Customer entered at onboarding, similar operating context such as the workspace time zone, and the workspace identifier, the short address confirmed when the workspace was created.

7.3 Customer Responsibility for Output

Customer is responsible for reviewing Output before relying on it and for any decision or action it takes based on Output. Customer will not use the AI Features to make decisions that produce legal or similarly significant effects on individuals, such as decisions about employment, credit, insurance, housing, or health care, without adequate human review. Customer will not represent Output as human-authored where that would be misleading, and will comply with the laws that apply to its use of AI-generated content.

7.4 Ownership of Output

Output is Customer Content and belongs to Customer under Section 6.1, to the extent permitted by law. Kapiche makes no claim to it, except the limited rights in Section 6.2.

8. Acceptable Use

Customer will not, and will not allow anyone else to:

• copy, modify, translate, or create derivative works of the Service, or reverse engineer, decompile, or otherwise try to obtain its source code or underlying models or prompts, except where the law forbids that restriction;
• sell, resell, rent, sublicense, or provide the Service to third parties as a service bureau, or use it to build a competing product or to benchmark it for a competitor;
• circumvent usage limits, authentication, or security features, or probe, scan, or test the vulnerability of the Service without our written permission (our responsible disclosure program at getcarson.ai/security is the route for security researchers);
• access another customer's workspace or data, or attempt to;
• submit malicious code or content that is unlawful, infringing, defamatory, or that Customer has no right to submit;
• use the Service in a way that materially and negatively affects its performance or other customers;
• use the Service for any high-risk activity where failure could lead to death, personal injury, or severe environmental or property damage;
• use the Service to violate the law, including export control, sanctions, anti-spam, or privacy laws, or to harass, surveil, or profile individuals in ways they would not reasonably expect;
• use the Service on behalf of a person or entity subject to U.S., Australian, EU, or UK sanctions, or from a country subject to a comprehensive embargo; or
• remove or obscure any proprietary notice in the Service.

Customer will comply with the Documentation and any usage limits stated in its Order or the Documentation.

9. Suspension

We may suspend Customer's or a User's access to all or part of the Service, with notice where practical, if: fees are overdue under Section 5.2; we reasonably believe there is a breach of Section 8 or a threat to the security or integrity of the Service; a Connected Source or third party requires it; or the law requires it. We will limit a suspension to what is needed to address the issue and will restore access promptly once it is resolved. Suspension does not extend the term or relieve Customer of its payment obligations.

10. Intellectual Property

Kapiche and its licensors own the Service, the Documentation, the AI Features, and all software, models, prompts, taxonomies, interfaces, and know-how used to provide them, together with all improvements and derivative works, and all intellectual property rights in them. Except for the rights expressly granted in these Terms, no rights are granted, by implication or otherwise. Carson and Kapiche are trademarks of Kapiche.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other under these Terms that is marked confidential or would reasonably be understood to be confidential. Customer Content is Customer's Confidential Information. The Service, its non-public features, pricing not published on our website, and security documentation are Kapiche's Confidential Information.

The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least the care it uses for its own similar information and no less than reasonable care, and will disclose it only to employees, contractors, and advisors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient, is independently developed, or is rightfully received from a third party. The recipient may disclose Confidential Information when required by law or court order if it gives the discloser prompt notice, where legally permitted, and reasonable help in contesting the disclosure. These obligations continue for three years after the term ends, and indefinitely for Customer Content and trade secrets.

12. Third-Party Services

The Service depends on third-party services chosen by Customer (Connected Sources, Slack, and AI clients) and by us (hosting, identity, model providers, payments, and others listed at getcarson.ai/security). Third-party services chosen by Customer are governed by their own terms, and we are not responsible for them, for what they return, or for changes they make that affect the Service. We are responsible for the subprocessors we choose as described in the DPA.

13. Warranties and Disclaimers

13.1 Mutual

Each party represents that it is validly organized, has authority to enter these Terms, and will comply with the laws that apply to it in performing them.

13.2 Kapiche

Kapiche warrants that during a paid Subscription Period the Service will perform materially as described in the Documentation and that we will not materially reduce its core functionality. Customer's exclusive remedy for breach of this warranty is for us to use reasonable efforts to correct the non-conformity, and if we cannot within 30 days of Customer's notice, Customer may terminate the affected subscription and receive a refund of prepaid fees for the remainder of the Subscription Period.

13.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE AI FEATURES, OUTPUT, BETA FEATURES, AND ANY FREE TRIAL ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAPICHE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE, OR THAT CONNECTED SOURCES OR OTHER THIRD-PARTY SERVICES WILL REMAIN AVAILABLE. CUSTOMER IS SOLELY RESPONSIBLE FOR DECISIONS MADE IN RELIANCE ON THE SERVICE.

13.4 Non-excludable Rights

Some laws, including the Australian Consumer Law, imply guarantees that cannot be excluded. Nothing in these Terms excludes, restricts, or modifies a right or remedy that cannot lawfully be excluded. To the extent the law permits, our liability for breach of such a guarantee is limited, at our option, to resupplying the Service or paying the cost of having it resupplied.

14. Indemnification

14.1 By Kapiche

Kapiche will defend Customer against any third-party claim alleging that the Service, used by Customer according to these Terms, infringes or misappropriates that third party's patent, copyright, trademark, or trade secret, and will pay the damages and costs finally awarded or agreed in settlement. This obligation does not cover claims arising from Customer Content, Output, Connected Sources, Beta Features, use in breach of these Terms, modifications not made by us, or combination of the Service with things we did not supply. If a claim is made or likely, we may procure the right for Customer to keep using the Service, modify or replace it so it is non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the remainder of the Subscription Period. This Section states Customer's exclusive remedy for infringement claims.

14.2 By Customer

Customer will defend Kapiche against any third-party claim arising from Customer Content, Customer's or a User's use of the Service in breach of Section 6.3, 6.4, 7.3, or 8, or Customer's use of Output, and will pay the damages and costs finally awarded or agreed in settlement.

14.3 Procedure

The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that imposes liability or obligations on the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THESE TERMS FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA (OTHER THAN THROUGH OUR BREACH OF SECTION 6.5), LOSS OF BUSINESS OR GOODWILL, OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED TO KAPICHE FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR A FREE TRIAL OR ANY FREE USE OF THE SERVICE, KAPICHE'S TOTAL LIABILITY WILL NOT EXCEED US$100.

15.3 Exceptions

The exclusions and cap above do not apply to: a party's indemnification obligations under Section 14; a breach of Section 11 (Confidentiality), except that Kapiche's liability for a security breach affecting Customer Content is capped at three times the amount in Section 15.2; Customer's payment obligations; Customer's use of the Service in breach of Section 8; or liability that cannot be limited by law, including for gross negligence, willful misconduct, or fraud.

15.4 Basis of the Bargain

The parties agree that the limitations in this Section are a fair allocation of risk that is reflected in the fees, and that they apply even if a remedy fails of its essential purpose.

16. Term and Termination

16.1 Term

These Terms begin when Customer first accepts them and continue until every workspace Customer controls is closed or all subscriptions have ended and the workspace has been deleted.

16.2 Termination by Customer

Customer may cancel a subscription under Section 5.4. A workspace administrator may close Customer's workspace at any time from Settings in Carson, or Customer may ask us to by emailing support@getcarson.ai. Closing a workspace ends the subscription at the end of the current Subscription Period and starts the deletion process in Section 16.5.

16.3 Termination by Kapiche

We may terminate these Terms or any subscription: for cause if Customer materially breaches them and does not cure the breach within 30 days after notice, or immediately if the breach cannot be cured or involves Section 8; immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings that are not dismissed within 60 days; or for convenience on at least 30 days' notice, in which case we will refund prepaid fees for the remainder of the Subscription Period. We may also delete a lapsed trial workspace under Section 4.1.

16.4 Effect

On termination or expiry, Customer's right to use the Service ends, and any unpaid fees for the period before termination become due. Sections that by their nature should survive will survive, including Sections 5 (for amounts owed), 6.2, 6.5, 6.6, 6.7, 7.2, 10, 11, 13.3, 13.4, 14, 15, 16.4, 16.5, 18, and 19.

16.5 Data Export and Deletion

Customer may request an export of its Customer Content by emailing support@getcarson.ai before its workspace is closed or its subscription ends, and we will provide it in a reasonable format. We have no obligation to provide Customer Content after that. We delete Customer Content and per-customer backups within one month after a workspace is closed or a subscription ends, and within one month after Customer's written request. Deleted data cannot be recovered. We may retain Usage Data, De-identified Data, session replays until they are deleted under Section 6.6, and copies required by law or held in routine infrastructure backups that are overwritten on a rolling basis. We also keep a record of each workspace closure, which holds no Customer Content: when the workspace was closed, the user ID of the administrator who closed it, and for 30 days the user IDs of the members it removed, for the periods set out in the retention table of the Privacy Policy. For the first 24 hours after a closure, we also keep the removed memberships and claimed email domains so that support can reopen the workspace; a reopen is noted on the closure record.

17. Changes to These Terms

We may update these Terms from time to time. The date at the top of these Terms is the date of the most recent change, and each version takes effect when we post it here. For a material change we will make reasonable efforts to notify workspace administrators by email or in the Service as soon as practicable, and before it takes effect where we can. A Customer that does not agree to a change to these Terms may stop using the Service by cancelling under Section 5.4 or closing its workspace under Section 16.2. This Section gives no refund for a change to these Terms; Section 3.5 still covers a change to the Service. A change to Section 4.2 or 5.5, or to this sentence, does not apply to a subscription that is active when the change is posted, for as long as that subscription remains continuously active. The Privacy Policy changes under its own Section 16 and carries its own date. Earlier versions remain available on request.

18. Governing Law and Disputes

18.1 Governing Law

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of Queensland, Australia, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution

Before starting any proceeding, a party will give the other written notice describing the dispute, and the parties will try in good faith to resolve it within 30 days through discussion between people with authority to settle it.

18.3 Binding Arbitration

If the dispute is not resolved informally within 30 days, it will be finally resolved by binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under its Arbitration Rules in force when the notice of arbitration is filed. The seat of arbitration is Brisbane, Australia, the language is English, and there will be one arbitrator. The arbitration and its outcome are Confidential Information of both parties. The arbitrator may award any remedy a court could award under these Terms, and judgment on the award may be entered in any court with jurisdiction, including under the New York Convention. Either party may instead bring a claim in a small claims court or tribunal with jurisdiction over it, and either party may seek injunctive or other interim relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information or to stop unauthorized use of the Service. To the extent a court has jurisdiction over any matter, the parties submit to the exclusive jurisdiction of the courts of Queensland, Australia.

18.4 Jury and Class Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT ANY DISPUTE WILL BE BROUGHT AND ARBITRATED ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS.

18.5 Time Limit

Any claim under these Terms must be brought within one year after the cause of action arises, unless the law does not permit that limit.

19. General

Notices. Notices to Kapiche must be sent by email to legal@getcarson.ai, or to the postal address in Section 20 with a copy by email. Notices to Customer will be sent to the email addresses of its workspace administrators or shown in the Service. Notices are effective on receipt, and email notices are deemed received the next business day.

Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them without consent to an affiliate or a successor in a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes the obligations under these Terms. Any other attempted assignment is void.

Export and Government Use. Customer will comply with United States and other applicable export control and sanctions laws in its use of the Service. The Service is commercial computer software; if acquired by or for a U.S. government entity, it is provided with only the rights granted to all other customers under these Terms.

Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, epidemics, internet or utility failures, or failures of third-party services. If such an event prevents the Service from operating for more than 30 consecutive days, either party may terminate the affected subscription and we will refund prepaid fees for the remainder of the Subscription Period.

Independent Contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries. These Terms benefit only the parties and their permitted assignees. Users are not third-party beneficiaries.

Entire Agreement and Precedence. These Terms, together with the Privacy Policy, the DPA, and any Order, are the entire agreement between the parties about the Service and supersede all prior or contemporaneous agreements and communications about it. Terms in a Customer purchase order or similar document do not apply. If there is a conflict, the order of precedence is: a signed Order, then the DPA for matters it covers, then these Terms, then the Privacy Policy for the processing it describes, then the Documentation.

Waiver and Severability. A party's failure to enforce a provision is not a waiver of it. If any provision is held unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of these Terms remain in effect.

Interpretation. "Including" means "including without limitation." Headings are for convenience only. These Terms were drafted in English, and any translation is for convenience.

Electronic Acceptance. Customer agrees that its acceptance by clicking, signing up, or using the Service is an electronic signature that binds it, and that these Terms and related records may be kept electronically.

20. Contact

Kapiche Pty Ltd (ACN 162 982 961)
Level 4, 260 Queen Street
Brisbane QLD 4000, Australia

Legal notices: legal@getcarson.ai
Support: support@getcarson.ai
Privacy: privacy@getcarson.ai
Security and trust: getcarson.ai/security