Effective Date: 02 September 2025
Last Updated Date: 7 November 2025
These Terms and Conditions ("Terms") govern your use of the services provided by Carbonleap IO Inc. ("Carbonleap," "we," "our," or "us"), a Delaware corporation headquartered at 333 W Maude Avenue, Suite 207, Sunnyvale, CA 94085, USA. By using our website, platform, or services (the "Services"), you agree to these Terms. If you do not agree, please do not use the Services.
Subject to the terms of this Agreement, Carbonleap.io Inc. ("Company") will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer's company account. Customer is responsible for maintaining the confidentiality of the account credentials and for all activities that occur under Customer's account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.
During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement and up to the Service Capacity documented in the Order Form.
Customer acknowledges that this Agreement is a services agreement and Company will not be delivering copies of the Software to Customer as part of the SaaS Services.
Customer will not, directly or indirectly:
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, mobile or other devices, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer's account or the Equipment with or without Customer's knowledge or consent.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data").
The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public without violation of this provision, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law. With respect to subsection (v), information may be disclosed only after notification (if such notification is allowed) to the Disclosing Party in order to provide the opportunity to prevent or limit such disclosure.
Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with services or support, and (c) all intellectual property rights related to any of the foregoing. For avoidance of doubt, Customer retains ownership of Customer Data but grants Company a limited license to use it solely for the purpose of providing and improving the Services.
Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business.
(a) On guidance from data privacy counsel, Company has determined that it is required to comply on a limited and partial basis with Privacy Laws.
(b) With respect to the California Consumer Protection Act (the "CCPA"), such compliance is described in Company's Privacy Policy. Company's communications between itself and its Customers fall under the "B2B Covered Information" exemption.
(c) With respect to General Data Protection Regulation (the "GDPR"), Company is the data controller for the Customers' representatives' Personal Data. Company relies on the lawful basis of providing Services pursuant to a contract with its Customers for collecting the personal information of Customers' Personal Data.
(d) Company represents and warrants to Customer that it complies with its obligations described in this Section under relevant Privacy Laws. Customer further represents and warrants to Company that it shall provide proper notices to, and obtain necessary consents from, its end-users, employees and other data subjects about how their Personal Information and Personal Data may be used, stored, and disclosed to service providers engaged by Customer.
"Personal Information" or "Personal Data" means any information that may identify an individual, including without limitation names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, Customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Services.
"Privacy Laws" means any applicable law, regulation or binding policy of any Governmental Authority that relates to the security and protection of personally identifiable information, data privacy, trans-border data flow or data protection. This includes the GDPR and the CCPA.
Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional Fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein.
Subscriptions are billed through Stripe in accordance with the plan selected by Customer. A free trial of up to 25 acres for 30 days may be offered. After the trial, continued use requires a paid subscription. Fees are non-refundable except in cases of billing errors or promotional refund claims explicitly approved by Company. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income. All amounts payable to Company must be paid free of and without any rights of counterclaim or set off, and without deduction or withholding for taxes or on any other ground whatsoever.
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party breaches any of the material terms or conditions of this Agreement where any such breach has not been cured within thirty (30) days after receipt of notice of such breach.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall hold Customer harmless from liability to third parties awarded by a proper court or other tribunal and resulting from infringement by the Service of any United States or Canadian patent or any copyright or misappropriation of any trade secret, or from Company's gross negligence or willful misconduct that has caused bodily injury or death, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement.
If, due to a claim of infringement, the Services are or are believed by Company to be infringing, Company may, at its option and expense (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Service, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED USD$100,000 FOR DAMAGES AWARDED TO CUSTOMER PURSUANT TO SECTION 7 (INDEMNITY), IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that 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.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party's remedy for any purported assignment by the other party in breach of this subsection shall be, at the non-assigning party's election, either to void this Agreement or termination of this Agreement immediately upon written notice to the assigning Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire, final, complete and exclusive agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. and the parties agree to submit to the exclusive jurisdiction of the applicable state courts in Santa Clara County, California, or federal courts of the Northern District of California.
The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
There are no third-party beneficiaries of this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a "Force Majeure Event"), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.
The Software includes code and libraries licensed to us by third parties, including open source software.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach resolution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 9(g) (governing law; jurisdiction). All negotiations pursuant to this Section 9(m) will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
Company may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS Service, provided that such information does not identify Customer's data or include Customer's name
During the term of this Agreement and for a period of twelve (12) months thereafter, Customer shall not directly or indirectly solicit any Company personnel that have performed any Services under this Agreement to terminate their employment with Company for any reason. The foregoing does not restrict any general solicitation for employment published on Customer's or any third party's website.
Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services. However, Customer's name and the identity of any Customer Data will not be used.
Subject to Customer's logo and trademark usage guide, Customer hereby permits Company to identify Customer as a customer of Company and to display Customer's logo in connection with identifying Customer as a customer of Company. Subject to prior approval of both parties, within six (6) months of the date of this Agreement, Customer agrees to participate in a joint press release with Company announcing Customer's use of Company's Services.
It is understood that Company may, in its discretion, at certain times elect to discontinue production, distribution and support of elements or versions of the Company Services, and thereby designate such elements or versions as end of life ("EOL"). In the event that Company elects to announce EOL for any such elements or versions, Company will provide three (3) months prior written notice, which may be by direct notice or posting on Company's website. Company's resellers or other third party providers will have a period of three (3) months after receipt of such notice to upgrade Customers to the last commercially available (non-EOL) version of the Services. During the 3-month notice period (from either Company or Company partner) Customers may continue exercising all of the rights set forth in this Agreement with respect to such EOL Services. Company (either directly or through a third party contractor selected by Company) will continue providing support for the last commercially available version of such EOL Services in accordance with Company's applicable support terms for a period of one (1) year from the announced EOL date or upon termination of the related SOF (whichever is earlier), provided that Customers continue to pay applicable license and support fees, if any, during the wind down period for the support described above.
As may be further described in the Documentation, certain Software may be used as part of your support (or similar) resources related to your own products, e.g., use of Service Management as part of a helpdesk or use of Confluence to share your own documentation with your users. Subject to the terms and conditions of this Agreement, you may grant your own customers' end users ("Secondary Users") limited rights to use the Software solely so that they may view and interact with such resources. You may not permit Secondary Users to use the Software for purposes unrelated to supporting your own offerings or grant Secondary Users administrator, configuration or similar use of the Software. You may not charge Secondary Users a specific fee for use of the Software but you may charge an overall fee for your own offerings. You are responsible under Section 2.2 (Authorized Users) for all Secondary Users as "Authorized Users" and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, Company has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.
THIRD PARTY PRODUCTS. You (including your Authorized Users) may choose to use or procure other third-party products or services in connection with the Software, including Third Party Apps (see Section 4.2 (Marketplace Apps)) or implementation, customization, training or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider. If you enable or use third-party products or services (including Third Party Apps as referenced in Section 4.2 (Marketplace Apps)) with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting your data, or storing your data on systems belonging to the third-party providers or other third parties. Any third-party provider's use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to or use of your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider. CARBONLEAP.IO DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
This Section 7.8 applies if you purchase the Software, Support and Maintenance or any Additional Services through an authorized partner or reseller of Carbonleap.io ("Reseller").
(a) Instead of paying Carbonleap.io, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. Carbonleap.io may suspend or terminate your rights to use Software if Carbonleap.io does not receive the corresponding payment from the Reseller.
(b) Instead of an Order with Carbonleap.io, your order details (e.g., Software, Scope of Use and License Term) will be as stated in the order placed with Company by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to Company.
(c) If you are entitled to a refund under this Agreement, then unless otherwise specified by Company, Company will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the Appropriate amounts to you.
(d) Resellers are not authorized to modify this Agreement or make any promises or commitments on Company's behalf, and Company is not bound By any obligations to you other than as set forth in this Agreement.
(e) The amount paid or payable by the Reseller to us for your use of the applicable Software under this Agreement will be deemed the amount actually paid or payable by you to us under this Agreement for purposes of calculating the liability cap in Section ____ (Liability Cap).
At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Software (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Carbonleap.io at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section __ to such licensors.
(a) Under the terms of this Agreement, and in the natural processing of Customer Data, where the Customer is processing data using Company's data management tools, and taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing the Customer's data Company will secure that data using reasonable technical solutions and according to the Company Security Policy and Company's Privacy Policy.
(b) The parties agree and intend that Company is a "service provider" as defined under the California Consumer Privacy Act of 2018 (CCPA) and other relevant data protection laws. With regard to the data Company may process in providing the service under this Agreement, Company will not (i) sell — as defined by the CCPA — any processed Customer Personal Data, (ii) collect, use, maintain or disclose processed Customer Personal Data except as necessary to perform the Services, or retain processed Customer Personal Data beyond the expiration or termination of this agreement except to the extent required by applicable laws and in accordance with this Agreement. Company certifies that it understands and will comply with the foregoing restrictions.
(c) In the event of a Security Breach defined by applicable law as reportable to authorities or the Customer, or the owners of personal data the Customer has custody of, Company agrees to notify the Customer pursuant to applicable law.
(d) As applicable, for Personal Data that belongs to residents of the EU economic area that the Customer is the custodian of, as defined under the definitions of Personal Data per the EU General Data Protection Regulation 2016/679 (GDPR) Article 4, a separate Data Protection Agreement (DPA) shall be provided by Company and executed between the parties.
(e) In addition to and without limitation on the foregoing, Customer hereby acknowledges and agrees that Company's performance of this Agreement may require Company to process, transmit or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to Company, Customer agrees that Company and its Affiliates may process, transmit or store personal data only to the extent necessary for, and for the sole purpose of, enabling Company to perform its obligations to under this Agreement. In relation to all Personal Data provided by or through Customer to Company, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC (GDPR) and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in any of its content and using the Software and Company SAAS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Company SAAS user shares with third parties on Customer's behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Company under this Agreement, including that such processing according to Customer's instructions will not place Company in breach of applicable data protection laws. Prior to processing, Customer will inform Company about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the Company SAAS meets such restrictions or special requirements
It is understood that Company may, in its discretion, at certain times elect to discontinue production, distribution and support of elements or versions of the Company Services, and thereby designate such elements or versions as end of life ("EOL"). In the event that Company elects to announce EOL for any such elements or versions, Company will provide three (3) months prior written notice, which may be by direct notice or posting on Company's website. Company's resellers or other third party providers will have a period of three (3) months after receipt of such notice to upgrade Customers to the last commercially available (non-EOL) version of the Services. During the 3-month notice period (from either Company or Company partner) Customers may continue exercising all of the rights set forth in this Agreement with respect to such EOL Services. Company (either directly or through a third party contractor selected by Company) will continue providing support for the last commercially available version of such EOL Services in accordance with Company's applicable support terms for a period of one (1) year from the announced EOL date or upon termination of the related SOF (whichever is earlier), provided that Customers continue to pay applicable license and support fees, if any, during the wind down period for the support described above.
The provisions of this Exhibit A shall not modify or expand the representations and limited warranties set forth in the Agreement or the applicable Order Form.
(a) Company support includes day-to-day end-user support, technical monitoring, and software updates. Company shall provide support to Customer users, take reasonable steps to resolve issues that are within Company's power to resolve, and respond to support services questions and requests in a timely manner.
(b) Administrators will initiate support activities through Company's online support portal or by contacting the Customer Success Manager. The Company support team will be accessible between the hours of 9:00 A.M. and 5:00 P.M. Pacific Time (U.S.), Monday through Friday, excluding Federal and State of California holidays.
System updates and releases are provided on a scheduled basis. Company's release process is designed to ensure that all of the proper testing, training, and approvals are in place prior to a production deployment. Company shall determine in its sole discretion what system maintenance and upgrades will be provided to the Company System and to the hosting environment. Company reserves the right to modify, add, or subtract features or functionalities from the Company System to provide a superior user experience.
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal and State of California holidays ("Support Hours").
Customer may initiate a helpdesk ticket during Support Hours by calling 408-345-5269 or any time by emailingsupport@carbonleap.io.
Company will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.