Terms and Conditions
Agreement
These Terms and Conditions of Sale of Karbon Company, Inc. (“Karbon”) apply to sales of Karbon’s products and services. A copy of these Terms and Conditions of Sale are available from Karbon’s website. By placing orders by telephone or through our websites, you (“you” or “Customer”) accept, without limitation or qualification, these Terms and Conditions of Sale.If you’re signing up for a Karbon software subscription service with a minimum contract term, you’ll also find information herein about that contract term and what happens if you cancel your Karbon software subscription service early or don’t pay on time.
Payment
A valid credit card, debit card, or PayPal account is required for purchase. Karbon does not accept checks, gift cards or purchase orders as a means of payment.You will be charged in full at checkout for the product, sales tax (if applicable), and any accessories or service plans you selected. If you are dissatisfied with your purchase in any way, you may cancel the subscription within 30 days of the date of purchase for a full refund in accordance with the return policy below.
Karbon Software Free Trial
• The free trial allows you full access to Karbon’s Software for aperiod of fifteen (15) days from the date that you activate the trial.• Karbon will send an email reminder a few days prior to your trial ending as a reminder to convert to a paid membership/subscription. However, if you do not choose to subscribe to a paid subscription, your free trial will end at day 15 and you will no longer have access to your data in Karbon, and no further obligation to Karbon.• Karbon reserves the right to withdraw or to modify this Free Trial Offer and/or the Terms and Conditions of the Free Trial at any time without prior notice and with no liability.
Past Due
AmountsIn the event you fail to make a required payment on the due date, all remaining payments shall immediately become due and owing. In addition, you will be charged a late fee of $25 per month on any past due amounts owed and, should your account be sent to an outside collection agency, Karbon shall, in addition to the $25 per month fee, be entitled to reimbursement of all costs, expenses, and reasonable attorneys’ fees incurred in attempting to collect any outstanding amounts owed.
NOTE: Zero or limited use by customer of Karbon software subscription service and/or requested cancellation of your active Karbon Software subscription does not absolve you of any current balance due.
About Credit Card Account Updater Programs
Karbon is enrolled in the Visa® Account Updater and MasterCard® Automatic Billing Updater programs. These programs enable sharing updated account information between us and your credit card company.
This process starts after we submit your recurring billing authorizations to your credit card company. If your card number or expiration date has changed since you placed your original order, we receive your updated account information.
Once we receive your updated account information, we automatically update your payment profile and attempt to process the transaction.
American Express® also has a recurring billing program similar to the Visa Account Updater and MasterCard Automatic Billing Updater programs. This program requires no action on our part.
Once American Express receives your recurring billing authorizations from us, they internally identify your new card numbers or expiration dates. Then, they process transactions using your updated account information without sending it to us, so your payment profiles are not updated in Karbon’s systems.
To verify your issuing bank’s participation in the programs, please contact your credit card company.
Refund Policy
Cloud Subscription Refunds
Monthly plans
No prorated refunds. Cancellation will occur on day prior to the next billing period
Annual plans
• Conversion from free trial to paid subscription– no refunds allowed after fifteen (15) days post conversion from free trial period
• Prorated refunds – not allowed
Limited Warranties
Product Warranties
ALL KARBON PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
Service Warranties
Services offered by Karbon may, in Karbon’s sole discretion, require a subscription and may be limited to U.S. residents only.
Certain Services offered by Karbon may be used for remote storage of your data. These storage Services are only applicable to designated folders on your computer that pertain directly to Karbon and are not a substitute for a back-up and recovery solution. Karbon shall not be responsible or liable for any data lost or any failure of any storage service. Any data stored through Karbon’s cloud storage services may be deleted 30 days following cancellation of your subscription or account, as applicable.
YOU EXPRESSLY AGREE THAT THE USE OF ANY SERVICES PROVIDED BY KARBON IS AT YOUR SOLE RISK. ALL KARBON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE OR THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING.
Substitution and Discontinuation
Karbon may modify the specifications of products or the features of services at any time without notice and may substitute delivery of such products provided such modification does not, in Karbon’s sole judgment materially affect form, fit or function. Karbon is not obligated to continue production of any product or continue offering any service.
As of January 2020, existing customers can trial new Karbon software versions free of charge for fifteen (15) days with no obligation to upgrade to a new software plan. If the customer does not choose to upgrade, they can remain on their current (aka “Grandfathered”) Karbon software plan (Essential, Premium, or Business) at the current price and term (monthly or annual). Karbon reserves the right to change the pricing of any software plan at any time, without prior notice to customers (although Karbon will make commercially reasonable attempts in good faith at notifying customers prior to billing). At the time of existing Grandfathered software subscription renewal term (monthly or annual), renewal price will be current list price of said Grandfathered plans.
If customer chooses to upgrade to the latest Karbon software plans (currently Basic or Complete, monthly or annual billing), customer acknowledges and accepts that they CANNOT return to their previous Grandfathered plan type as they are no longer available for purchase or reinstatement.
Terms and Conditions
Applicable to Karbon Company Services
From time to time, Karbon may offer services for you to purchase or try. You may be permitted to access such services in a variety of manners such as through a web portal or through a client distributed by Karbon. In order to use a service, you must: (i) be age 18 or older, (ii) agree to these Terms and Conditions of Sale, (iii) create an account by completing the registration process, and (iv) have a suitable connection to the Internet (which is not provided by us). As the service will continuously evolve over time, we reserve the right to modify these requirements at our sole discretion.
You hereby represent and warrant that all information that you submit during the registration process is true and accurate. You are responsible for maintaining the confidentiality of your account username and password. You agree to notify us immediately of any unauthorized use or theft of your account or any other breach of security (and to provide properly documented evidence as reasonably requested by us). As the account holder, you are responsible for any and all actions taken by any person that has attained access to your account. If you breach these Terms and Conditions of Sale, Karbon may terminate your account or otherwise suspend or terminate your access to the service.
You are solely responsible for obtaining the equipment and telecommunication services necessary to access the services, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).
All right, title and interest, including all copyrights, in and to such items (including but not limited to any images, photographs, animations, video, audio, music, text, and functionality), any accompanying printed materials, and any copies of all or any portion of the source code contained in the services or client application, are owned by Karbon. All rights not expressly granted to you are reserved by us.You are encouraged to provide feedback to us regarding the service, including but not limited to usability, bug reports and test results (collectively “Feedback”). It is expressly agreed that all rights, title and interest, including all copyrights, to all Feedback is owned by us.
You hereby assign and convey to us any rights and interests in any such Feedback you may have, create or provide during the term of this Agreement. To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to us a perpetual, exclusive, transferable, royalty-free license to use any Feedback.
Terms and Conditions of Use specific to Neat Transaction Streaming Services
Karbon has partnered with a 3rd-party service provider, Envestnet | Yodlee, to provide financial account transaction connectivity and data streaming into the Karbon software environment.
In order to use Karbon Transaction Streaming (the “Service”), you’ll need to read and accept the Terms and Conditions of Use Agreement (“Agreement”) located on this page. In addition, by clicking the “Accept” button, you agree to be bound by all the terms of this Agreement. If you do not agree to the terms and conditions in the Agreement, then you may not use the Service.
These terms and conditions (“Terms”) are in addition to and do not replace or change any other agreements between you and Karbon. When using the Service to access account information in connection with your third-party accounts (“Third Party Accounts”) at third-party sites (“Third-Party Sites”), you will be subject to the terms and conditions of those Third-Party Sites. You acknowledge that neither The Karbon Company nor our Service Provider, Envestnet | Yodlee (“Service Provider”) are responsible for third-party terms of service and neither do we nor our Service Provider control those Third-Party sites or any products and services available through them. If you have any problems with your Third-Party Accounts or Third-Party Sites, you should contact the third-party financial institutions directly.The Service uses Karbon and 3rd party technology to allow you to retrieve and view Third-Party Account information from various Third-Party Sites.
The Service is brought to you by Karbon, under a service agreement with our Service Provider. Karbon and the Service Provider are separate, independent businesses. Through this Service, Karbon does not store or have access to your Third-Party account credentials, which are stored and managed by our Service Provider.
These Terms, which cover your use of the Service, are an agreement between you and Karbon. From time to time, we may make changes to the terms of this Agreement. Such changes are effective immediately when we post them on this website (the “Site”) and your continued use of the Service, following the posting, means that you agree to the changes. We also reserve the right, at our discretion, to discontinue offering the Service.
User Content on Karbon Company Services
You may be permitted to upload content to the services in various forms (collectively, “User Content”). By providing any User Content, you agree that it will not: (i) infringe any copyright, trademark, patent, trade secret, or other proprietary right of any party; (ii) be profane, obscene, indecent or violate any law or regulation; (iii) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (iv) incite discrimination, hate or violence towards one person or a group because of their belonging to a race, a religion or a nation, or that insults the victims of crimes against humanity by contesting the existence of those crimes;(v) include your social security number, which you agree to redact from any User Content; (vi) contain any information the accidental disclosure or theft of which would cause you severe or irreparable harm or (vi) restrict or inhibit any other user from using the service. We have no obligation to monitor User Content related to the service. However, we reserve the right to review User Content and take any action we deem necessary as to such User Content, including but not limited to editing or removing your User Content and/or suspending or terminating your access to Karbon based on your violation of the rules specified here.
You also agree to only access that User Content that is yours or that you have been authorized to access. You may not access any other user’s User Content. Some services provide features that allow you to share your User Content with others. Please consider carefully what you choose to share. If you share your User Content with others, Karbon does not assume responsibility for any violations arising from your sharing of those documents. Karbon is also not responsible if the users who access those shared documents fail to protect the confidentiality of your information.
Karbon takes the privacy and security of your User Content very seriously. Karbon will not use your User Content except in accordance with our Privacy Policy or as necessary for Karbon’s performance of the Services. Karbon also takes reasonable steps to prevent unauthorized access to your User Content; you acknowledge, however, that no method of security is perfect.
Karbon Company Services
Use RestrictionsYou may not institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the service or otherwise attempt to disrupt the service or any other person’s use of the service. Any such attempt is a violation of criminal and civil laws. In the event that you make or assist in such an attempt, we reserve the right to seek damages or criminal prosecution (or both) to the maximum extent permitted by law.
You may not attempt to gain unauthorized access to the services, others’ accounts whether through hacking, password mining, false key creation, or any other means.You may not obtain or attempt to mine any information from the services through any means not intentionally made available by us through the Client Application.
You may not reverse engineer, decompile or disassemble the services, including any proprietary communications protocol used by the services.
Only we may host Karbon services. You may not establish an emulated service environment, regardless of the method used to do so. Such prohibited methods may include, but are not limited to, protocol emulation, reverse engineering, modifying the Client Application, adding components to the Client Application, or using any utility program to host the service in any manner.
Limitation of Liability
IN NO EVENT SHALL KARBON BE LIABLE TO CUSTOMER, WHETHER AS A RESULT OF BREACH OF CONTRACT, AN EQUITABLE CLAIM, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT OR SERVICE, LOSS OF DATA, DAMAGE TO ASSOCIATED EQUIPMENT, REWORK, RECALL COSTS, DOWNTIME OF PLANT OR EQUIPMENT, COST OF SUBSTITUTE EQUIPMENT OR PRODUCTS OR CLAIMS OF CUSTOMER’S CUSTOMERS FOR SUCH DAMAGES.IN NO EVENT SHALL KARBON BE LIABLE TO CUSTOMER, WHETHER AS A RESULT OF BREACH OF CONTRACT, AN EQUITABLE CLAIM, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR AN AMOUNT IN EXCESS OF THE AGGREGATE MONIES ACTUALLY PAID TO NEAT COMPANY FOR THE PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM(S).
Indemnification
Customer’s use of products and services are at Customer’s own risk, and Customer shall defend, indemnify and hold Karbon harmless from all liability and costs (including court costs and attorney’s fees) resulting from claims, demands, or actions brought against Karbon by anyone (including without limitation any injuries or property damage) caused directly or indirectly by (i) Customer’s breach of the terms of these Terms and Conditions of Sale, or (ii) the actions or omissions of Customer with regard to Karbon’s products or services.
Miscellaneous
Karbon’s sale of any products and services is expressly conditioned upon Customer’s acceptance of these Terms and Conditions of Sale. Customer’s taking delivery of all, or any part, of a product shipment and/or Customer’s login to a Karbon service or subscription, is evidence of such acceptance. Any and all terms and conditions presented by Customer which are different from or in addition to those contained herein hereby rejected, and of no effect.
Customer may not, whether intentionally or unintentionally, violate any applicable local, state, national or international law or regulation in connection with your use of Karbon, including, without limitation, making available any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
Karbon shall be excused from performance, and have no liability from any such non-performance under these Terms and Conditions of Sale, where such non-performance is caused by an event beyond Karbon’s control, including but not limited to, acts of government, whether in sovereign or contractual capacity, war, civil disturbances, terrorism, material or manufacturing unavailability, labor difficulties or disputes, failure of or delay in delivery by Karbon’s suppliers or carriers, commercial impracticability (irrespective of foreseeability at time of contracting), shortages of energy, raw materials, labor, or equipment, inadequate yield of product despite Karbon’s reasonable efforts, accident, fire, flood, storm or other Acts of God.
Customer shall not assign these Terms and Conditions of Sale or any right or interest therein without the prior written consent of Karbon. Any assignment in contravention of the foregoing shall be null and void.These Terms and Conditions of Sale supersede all previous communications, transactions, and understandings, whether oral, or written, and constitute the sole and entire agreement between the parties pertaining to the subject matter hereof. No modification, deletion or waiver of, or addition to these terms shall be binding on Karbon unless made in writing and signed by a duly authorized representative of Karbon.
These Terms and Conditions of Sale are governed by the laws of the Arizona, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Arizona, Maricopa County, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms and Conditions of Sale. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale hereunder. These Terms and Conditions of Sale shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.
A ruling by any court that one or more of the provisions contained in these Terms and Conditions of Sale is invalid, illegal or unenforceable in any respect shall not affect any other provision of these Terms and Conditions of Sale so long as the material substance of the transactions contemplated herein is not affected in any manner adverse to any party.
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