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LegalTerms of Use

Draft

Pre-incorporation working draft, not yet in effect. Carried is not yet incorporated and is operated by its founder pending incorporation. These documents are published for transparency, will be reviewed by a licensed attorney, and will be finalized before any pilot or paid use. Entity name, jurisdiction, and effective dates remain placeholders until incorporation.

Effective Date: [not yet in effect] Last updated: 2026-06-13

Carried Terms of Use (Master Subscription Terms, Beta/Pilot)

1. Acceptance of These Terms; Authority to Bind

1.1 These Terms of Use, together with any Order Form or pilot order referencing them, the Data Processing Agreement ("DPA"), the Privacy Policy, and the Acceptable Use Policy and Intellectual Property documents incorporated by reference (collectively, the "Agreement"), govern access to and use of the Carried service made available at app.usecarried.com (the "Service") by Carried (pre-incorporation working name), [corporate form and jurisdiction — to be set on incorporation], with registered address at [registered address — to be set on incorporation] ("we", "us", "our", or "Provider").

1.2 The Service is intended solely for business and professional use by organizations ("Customer", "you", or "your"). The Service is not directed to consumers and is not a public consumer application.

1.3 By accepting these Terms, by signing an Order Form that references these Terms, or by accessing or using the Service, you represent and warrant that: (a) you are at least 18 years of age and legally competent to enter into a binding contract; and (b) you are authorized to act on behalf of, and to legally bind, the organization you represent. If you do not have such authority, or if the organization does not agree to these Terms, you must not access or use the Service.

1.4 Each individual who accesses the Service under Customer's account (an "Authorized User") must comply with this Agreement, and Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own.

2. Definitions

2.1 "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer permits to access the Service using credentials issued or approved by Provider.

2.2 "Customer Content" means all recordings, audio, transcripts, text, files, documents, and other materials that Customer or its Authorized Users submit, upload, or otherwise provide to the Service, and the structured knowledge claims, citations, and other derived outputs generated by the Service from that material for Customer's organization (the "Knowledge Corpus").

2.3 "Output" means any answer, summary, extraction, citation, suggestion, or other result generated by the Service in response to a query or input, including AI-generated or automatically extracted material.

2.4 "Order Form" means a written or electronic ordering document (including a pilot order) executed by the parties that references this Agreement and sets out the scope, term, fees, and any specific commercial terms of Customer's subscription or pilot.

2.5 "Documentation" means the user-facing materials we make available describing the operation and use of the Service.

2.6 "Subprocessor" means a third party engaged by Provider to process Customer Content on Provider's behalf, as further described on the Subprocessors page referenced in Section 6.5.

2.7 Capitalized terms not defined here have the meaning given to them in the DPA or the applicable Order Form.

3. Description of the Service; Beta and Pre-General-Availability Status

3.1 The Service is a business-to-business, web-based software application that captures the tacit knowledge of a Customer's experienced personnel (through voice or transcript input), extracts structured, sourced, citation-backed knowledge claims from that input, and allows Customer's Authorized Users to query that knowledge and receive Output with citations. The Service is built on a vertical-agnostic architecture; the initial focus is United States water and wastewater utilities.

3.2 BETA / PRE-GENERAL-AVAILABILITY NOTICE. The Service is provided on a pre-General-Availability basis as a beta or pilot offering. This means, without limitation, that: (a) the Service may contain errors, defects, or incomplete functionality; (b) features may change, be added, or be removed at any time; (c) availability, performance, and data durability are not guaranteed and no service level commitment applies unless expressly stated in an Order Form; and (d) the Service may be modified or discontinued. Customer should not rely on the Service for any production, safety-critical, or compliance-dependent purpose during the beta or pilot period.

3.3 Current Security and Compliance Posture (Honesty Disclosures). Customer acknowledges and agrees that, as of the Last updated date above:

(a) Tenant data isolation is not database-enforced. Row-Level Security is enabled on all database tables with no policies (deny-by-default), which blocks the public data API, and the application reaches the database only through privileged, server-side paths that are exempt from row-level security. Separation between customer organizations is enforced at the application layer, scoped by organization identifier in application code. Database-enforced, policy-based multi-tenant row isolation is planned but is not yet implemented, and Provider does not warrant, as a contractual guarantee, that Customer Content is segregated from the content of other customers at the database access-control layer. Provider applies the application-level controls and the safeguards described in the DPA.

(b) Provider has not obtained a SOC 2 report. A SOC 2 Type 1 examination is planned but has not been completed, and Provider makes no representation that any such report exists.

(c) The Service does not perform automated detection or redaction of personal data, special-category data, or other sensitive information. Responsibility for what Customer uploads, and for any required redaction, rests with Customer under Section 7.

(d) Raw audio is not persisted by the Service. Voice input is processed to produce a transcript, and the transcript (not the raw audio recording) is retained as part of Customer Content, subject to the DPA.

The word "planned" wherever used in this Agreement denotes a feature, control, or roadmap item that does not currently exist and that Provider is under no obligation to deliver.

4. Accounts, Access Codes, and Security Responsibilities

4.1 Access Method. Access to the Service is controlled. Provider grants access through an email allow-list combined with one-time email login codes, and, for evaluation, through time-limited demo codes. The Service uses a session cookie named "cb_session" to maintain authenticated sessions. By using the Service, Customer consents to the use of this strictly necessary session cookie.

4.2 Credential Security. Customer is responsible for: (a) maintaining the confidentiality of all access codes, login codes, demo codes, and session credentials; (b) ensuring that only Authorized Users access the Service; (c) all activity occurring under its account; and (d) promptly notifying Provider at hello@usecarried.com of any suspected or actual unauthorized access or security incident affecting its account.

4.3 No Sharing or Circumvention. Customer must not share access codes outside its Authorized Users, must not circumvent or attempt to circumvent the access controls described in Section 4.1, and must not enable access by any person who is not an Authorized User. Demo codes are for evaluation only and confer no ongoing right to use the Service.

4.4 Provider may revoke, rotate, or reissue access codes and login codes at any time for security or operational reasons.

5. Customer Data and Ownership

5.1 Ownership of Customer Content. As between the parties, Customer owns all right, title, and interest in and to its Customer Content, including the Knowledge Corpus generated from Customer's input for Customer's organization. Nothing in this Agreement transfers ownership of Customer Content to Provider.

5.2 License to Provider. Customer grants Provider a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, process, transcribe, analyze, display, and create derived outputs from Customer Content solely as necessary to: (a) provide, maintain, secure, and support the Service for Customer; and (b) secure, debug, and improve the Service for Customer, using for any service-improvement purpose only aggregated or de-identified data that does not identify Customer or any individual, and never by using Customer Content to train models that benefit any other customer (see Section 5.3). In each case this license is consistent with the DPA and the Privacy Policy. This license terminates as set out in Section 14, except for residual rights necessary to comply with law or to retain backups for the limited period stated in the DPA.

5.3 Use of Customer Content for Model Training (Important Clarification).

(a) Provider will not use Customer Content to train, fine-tune, or improve machine-learning models that are made available to, or that benefit, any other customer, unless Customer separately agrees in writing. Customer's Knowledge Corpus is Customer's asset and is processed to serve Customer.

(b) Provider may use Customer Content to operate, debug, secure, and improve the Service for Customer, including the use of aggregated or de-identified data that does not identify Customer or any individual, for service analytics and quality improvement.

(c) The Service relies on third-party Subprocessors (see Section 6.5), including providers of AI and transcription models. Provider configures its AI Subprocessors on no-training tiers where the Subprocessor offers that option, so that Customer Content is not used by those Subprocessors to train their general models. The current verification status of each Subprocessor's data-use tier, including the Google Gemini API tier, is shown on the Subprocessors page referenced in Section 6.5; some of these items remain pending verification. Provider does not control, and does not warrant, the internal practices of independent third parties beyond the terms Provider has with them, and gives no absolute guarantee that no Subprocessor will ever use Customer Content to train models. The current list of Subprocessors and the categories of processing are described on the Subprocessors page referenced in Section 6.5.

5.4 Customer Responsibility for Content Quality. The accuracy, completeness, legality, and reliability of Customer Content are Customer's responsibility. Provider does not independently verify Customer Content and is not responsible for decisions made based on it or on Output derived from it (see Section 11).

6. Data Processing, Privacy, and Subprocessors

6.1 To the extent Provider processes personal data contained in Customer Content on Customer's behalf, that processing is governed by the DPA, which is incorporated into this Agreement by reference. Where a conflict exists between these Terms and the DPA with respect to the processing of personal data, the DPA controls.

6.2 Customer is the controller (or equivalent) of personal data within Customer Content, and Provider is the processor (or equivalent), unless the DPA states otherwise.

6.3 The Privacy Policy describes how Provider handles personal data in connection with the operation of the Service and the website.

6.4 For Customers in the European Economic Area, the United Kingdom, or Switzerland, the DPA includes the data-protection terms and any applicable transfer mechanisms required under those jurisdictions' laws.

6.5 Subprocessors. Provider engages Subprocessors to provide the Service. A current list of Subprocessors is maintained on the Subprocessors page referenced from usecarried.com. As of the Last updated date, Provider's Subprocessors include providers of hosting, database, transcription, AI inference, and transactional email services. Customer should consult the Subprocessors page for the current list and the nature of each Subprocessor's processing.

7. Customer Responsibilities and Representations

7.1 Lawful Use. Customer will use the Service only for lawful business purposes and in compliance with this Agreement, the Acceptable Use Policy, and all applicable laws and regulations.

7.2 Authority and Consents to Record and Upload Individuals. Customer represents, warrants, and covenants that, for all Customer Content depicting, recording, transcribing, or otherwise relating to any individual (including Customer's employees, contractors, and operators):

(a) Customer has full authority to record, capture, upload, and process that material;

(b) Customer has provided all notices to, and obtained all consents and authorizations from, each affected individual that are required under applicable law (including, where applicable, wiretapping, two-party or all-party recording consent, electronic communications, employment, and data-protection laws) before recording and before uploading; and

(c) Customer's collection and submission of that material, and Provider's processing of it to provide the Service, will not violate the rights of any individual or third party or any applicable law.

7.3 Prohibited and Sensitive Data. Customer will not upload to the Service, without an independent and documented lawful basis and Customer's own legal review: (a) special-category or sensitive personal data (for example, data revealing racial or ethnic origin, political opinions, religious beliefs, trade-union membership, health, sex life, or sexual orientation); (b) health or medical information; (c) biometric identifiers or biometric data; (d) government-issued identification numbers (for example, Social Security numbers, passport numbers, or national identification numbers); or (e) payment card data. The Service does not perform automated PII redaction (see Section 3.3(c)), and Customer is solely responsible for screening its Customer Content.

7.4 Acceptable Use Policy. Customer and its Authorized Users will comply with the Acceptable Use Policy set out in the document titled "IP and Acceptable Use" referenced in Section 21, which is incorporated into this Agreement by reference.

7.5 Cooperation. Customer will provide reasonable cooperation and accurate information necessary for Provider to deliver the Service.

8. Provider Intellectual Property

8.1 Reservation of Rights. As between the parties, Provider and its licensors own and retain all right, title, and interest in and to the Service and all of its components, including the platform, software, source and object code, application programming interfaces, user interfaces, models, prompts, ontology, taxonomy, knowledge-extraction logic, templates, Documentation, and all related intellectual property rights. No rights are granted to Customer other than the limited right to access and use the Service as expressly set out in this Agreement.

8.2 No Reverse Engineering. Except to the extent expressly permitted by applicable law notwithstanding this restriction, Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service, nor copy, modify, or create derivative works of the Service.

8.3 Trademarks. "Carried" and Provider's logos and product names are marks of Provider. Customer is granted no right to use them except as Provider may permit in writing.

9. Feedback

9.1 If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, and exploit the Feedback for any purpose, without obligation or attribution. Feedback is provided voluntarily and is not Customer Confidential Information.

10. Fees and Pilot Terms

10.1 Pilot Pricing. Unless an Order Form states otherwise, the Service is offered during the beta or pilot period under a fixed-price pilot arrangement set out in the applicable Order Form. [PLACEHOLDER: insert fixed pilot fee, billing schedule, currency, and payment terms in the Order Form.]

10.2 Invoicing and Payment. Fees are due as stated in the Order Form. Unless stated otherwise, fees are exclusive of taxes, and Customer is responsible for all applicable taxes other than taxes on Provider's net income.

10.3 No Implied Free Tier. Access provided through demo codes for evaluation does not create any paid subscription and may be withdrawn at any time.

10.4 Changes after Beta. Pricing for any general-availability offering will be set out in a separate or amended Order Form. Pilot pricing does not establish pricing for any later period.

11. Warranties, Disclaimers, and AI-Output Disclaimer

11.1 Mutual Authority. Each party represents that it has the legal power and authority to enter into this Agreement.

11.2 AI-OUTPUT DISCLAIMER (READ CAREFULLY). Customer acknowledges and agrees that:

(a) The Service uses artificial intelligence, machine-learning models, and automated extraction to generate Output, including knowledge claims, citations, and answers.

(b) Output may be inaccurate, incomplete, outdated, misattributed, or otherwise wrong. Citations may be imperfect or may not fully support the associated statement. The Service may produce results that appear authoritative but are not.

(c) The Service provides decision-support only. Output is not a substitute for the independent judgment of qualified personnel.

(d) IN SAFETY-CRITICAL, OPERATIONAL, REGULATORY, OR COMPLIANCE CONTEXTS (INCLUDING WATER AND WASTEWATER UTILITY OPERATIONS), CUSTOMER MUST INDEPENDENTLY VERIFY ALL OUTPUT, AGAINST AUTHORITATIVE SOURCES AND QUALIFIED HUMAN JUDGMENT, BEFORE RELYING ON IT OR ACTING ON IT. CUSTOMER MUST NOT RELY ON OUTPUT FOR THE SAFETY OF PERSONS, EQUIPMENT, OR THE ENVIRONMENT, OR FOR COMPLIANCE WITH ANY LAW, REGULATION, PERMIT, OR STANDARD.

(e) Output does not constitute professional, engineering, scientific, legal, financial, or regulatory advice, and no professional relationship is created by use of the Service.

(f) Customer is solely responsible for any decision or action taken based on Output and for implementing appropriate human review and verification controls.

11.3 "AS IS" Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AND ESPECIALLY GIVEN THE BETA AND PRE-GENERAL-AVAILABILITY NATURE OF THE SERVICE, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.

11.4 No Reliance on Tenant Segregation. Consistent with Section 3.3(a), Provider does not warrant database-level tenant data segregation during the beta or pilot period. Customer should not submit Customer Content that it is unwilling to process under the current security posture described in this Agreement.

11.5 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the extent prohibited by applicable law.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED UNITED STATES DOLLARS (USD 100). [PLACEHOLDER: confirm cap floor; for no-fee or nominal pilots a fixed amount may be preferable.]

12.3 Exceptions to the Cap. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 13; (c) either party's liability for its own gross negligence, willful misconduct, or fraud; or (d) any liability that cannot be limited or excluded under applicable law.

12.4 Allocation of Risk. The parties agree that the limitations in this Section 12 reflect a reasonable allocation of risk and are an essential basis of the bargain, particularly in light of the beta and pre-General-Availability nature of the Service and its pilot pricing.

13. Indemnification

13.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or related to: (a) Customer Content, including any allegation that Customer Content infringes or misappropriates any intellectual property or privacy right; (b) Customer's breach of Section 7, including any failure to obtain authority or the required consents to record or upload individuals; (c) Customer's violation of the Acceptable Use Policy or of applicable law; or (d) any decision or action taken by Customer or any third party based on Output.

13.2 Procedure. Provider will promptly notify Customer of any claim subject to indemnification, give Customer control of the defense and settlement (provided that any settlement that imposes a non-monetary obligation on Provider requires Provider's prior written consent), and provide reasonable cooperation at Customer's expense.

13.3 Provider Indemnity. [PLACEHOLDER: founder decision. Given beta status and the "as is" posture, Provider does not offer an IP indemnity during the pilot. If an indemnity is later offered for general availability, insert scope, exclusions, and remedies here.]

14. Term and Termination; Data Return and Deletion

14.1 Term. This Agreement begins on the Effective Date or the date Customer first accesses the Service, whichever is earlier, and continues for the term stated in the Order Form, or, if no term is stated, until terminated under this Section 14.

14.2 Termination for Convenience. During the beta or pilot period, either party may terminate this Agreement or any Order Form for convenience on written notice, unless the Order Form states a fixed pilot term.

14.3 Termination for Cause. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice, or immediately if the breach is incapable of cure.

14.4 Effect of Termination. On termination or expiration: (a) Customer's right to access the Service ends; and (b) Sections that by their nature should survive (including Sections 5.1, 8, 9, 11, 12, 13, 15, 18, 19, and 20) survive.

14.5 Data Return and Deletion. On termination or expiration, Provider will, consistent with the DPA, make Customer Content available for export for the period stated in the DPA (thirty (30) days) and will then delete or de-identify Customer Content in Provider's possession, except for data that Provider is required to retain by law or that exists in routine backups, which will be deleted within a further thirty (30) days in the ordinary course as described in the DPA. Customer is responsible for exporting its Customer Content before deletion.

15. Suspension

15.1 Provider may suspend Customer's or any Authorized User's access to the Service, in whole or in part, immediately and without liability, if Provider reasonably believes that: (a) there is a security risk, unauthorized access, or threat to the Service or other customers; (b) Customer's use violates the Acceptable Use Policy or applicable law, or infringes a third party's rights; (c) suspension is required by law or by a Subprocessor; or (d) Customer's account has overdue fees.

15.2 Provider will use reasonable efforts to notify Customer of a suspension and to limit the suspension to what is necessary. Provider will restore access promptly once the cause is resolved.

16. Governing Law and Venue

16.1 This Agreement is governed by and construed in accordance with [governing law — to be set], without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

16.2 Subject to Section 17, the parties submit to the exclusive jurisdiction and venue of the courts located in [venue — to be set] for any dispute arising out of or related to this Agreement.

17. Dispute Resolution

17.1 Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation between representatives with authority to settle, within thirty (30) days after written notice of the dispute to hello@usecarried.com.

17.2 Forum. [PLACEHOLDER: founder decision. Choose between (i) litigation in the courts of [venue — to be set] under Section 16, or (ii) binding arbitration (for example, under the rules of a named arbitral body seated in [venue — to be set], with a single arbitrator and English-language proceedings). If arbitration is chosen, insert the arbitration clause and any carve-outs for injunctive relief and intellectual property claims here. Consider whether a class-action waiver is appropriate and enforceable in the chosen jurisdiction.]

17.3 Injunctive Relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

18. Confidentiality

18.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including the Service, Documentation, non-public features, pricing, and Customer Content. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known without confidentiality obligations, is independently developed, or is rightfully received from a third party without restriction.

18.2 Recipient will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations at least as protective.

18.3 Recipient may disclose Confidential Information if required by law, provided that, where legally permitted, it gives Discloser prompt notice and reasonable cooperation to seek protective treatment.

18.4 This Section applies in addition to, and does not limit, the obligations in the DPA regarding personal data.

19. Changes to These Terms

19.1 Provider may modify these Terms from time to time, particularly during the beta period as the Service evolves. Provider will post the updated Terms at usecarried.com and update the "Last updated" date, and, for material changes, will use reasonable efforts to notify Customer (for example, by email to the account contact or by notice within the Service).

19.2 Material changes take effect thirty (30) days after notice, except that changes required for legal or security reasons may take effect immediately. Customer's continued use of the Service after the effective date of a change constitutes acceptance. If Customer does not agree to a material change, Customer's sole remedy is to stop using the Service and terminate under Section 14.

19.3 Where an executed Order Form fixes specific terms for a stated period, those fixed terms control over conflicting changes for that period.

20. Miscellaneous

20.1 Order of Precedence. In the event of a conflict among the documents comprising this Agreement: (1) the Data Processing Agreement controls for matters of personal data; (2) the Order Form and the Statement of Work control for scope, fees, and commercial terms; and (3) the Master Service Agreement and these Terms of Use control for all other matters.

20.2 Assignment. Customer may not assign this Agreement without Provider's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice. Provider may assign this Agreement to an affiliate or in connection with a reorganization, financing, merger, or sale of assets, including upon the incorporation of the Provider entity (see Section 20.8). Any other assignment is void.

20.3 Force Majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures of third-party hosting or Subprocessor services. Payment obligations are not excused.

20.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be, severed, and the remaining provisions remain in full force.

20.5 No Waiver. A party's failure to enforce a provision is not a waiver of its right to do so later.

20.6 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

20.7 Notices. Notices to Provider must be sent to hello@usecarried.com and, if a registered address is required, to [registered address — to be set on incorporation]. Notices to Customer may be sent to the email associated with Customer's account. Notices are effective on receipt, or, for email, on confirmed delivery.

20.8 Pre-Incorporation Acknowledgment. Customer acknowledges that, as of the Last updated date, the Provider entity Carried (pre-incorporation working name) may not yet be formed. On incorporation, the rights and obligations under this Agreement are intended to vest in and bind Carried (pre-incorporation working name), [corporate form and jurisdiction — to be set on incorporation], and Provider may assign or novate this Agreement to that entity on written notice without further consent. [PLACEHOLDER: founder and counsel decision. Until the entity exists, identify the contracting party (for example, the individual founder or a holding vehicle) and confirm the assignment or novation mechanism. Do not present Carried (pre-incorporation working name) as an existing legal person if it is not yet incorporated.]

20.9 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written, on that subject. No purchase order or other Customer ordering document term will modify this Agreement.

21. Incorporated Documents

The following documents are incorporated into this Agreement by reference and are available at usecarried.com: (a) the Data Processing Agreement; (b) the Privacy Policy; (c) the document titled "IP and Acceptable Use" (containing the Acceptable Use Policy and the Copyright and Intellectual Property Infringement Policy); and (d) the Subprocessors page.

End of Terms of Use.