Workspace-Terms of Service

Effective Date: May 20, 2021

Updated: December 12, 2024

Welcome to Carbon Voice! Please read the Carbon Voice Workspace Terms of Service (“Workspace Terms”) carefully before using the Carbon Voice Services, operated by Phonon X, Inc. (“Carbon Voice”, “Phonon X”, "us", "we", or "our").

Upon registration, a User Account to access the Services is created. The User Account can join or be added to an organizational Workspace. Any User Account that is part of a Workspace is considered an Authorized Workspace User of that Workspace. Access to and use of the Services with a User Account in any Workspace is conditioned upon the acceptance of and compliance with these Workspace Terms of Service.

If you use our Services on behalf of an entity or organization, you are binding that organization to these Workspace Terms, and you represent that you have the authority to do so. They are a binding agreement and contract between you and us.

Users can also access the Services with their User Account in their Personal Space. User’s access to and use of the Services with their User Account in their Personal Space outside of any Workspace is conditioned upon their acceptance of and compliance with the User Terms of Service, as described at: https://www.getcarbon.app/usertos.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Carbon Voice’s direct competitors are prohibited from accessing the Services, except with Carbon Voice’s prior written consent.

IMPORTANT NOTE ON ARBITRATION: PLEASE CAREFULLY REVIEW THE ARBITRATION PROVISION IN SECTION 14, WHICH REQUIRES YOU TO RESOLVE ANY DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. YOUR AGREEMENT TO THESE USER TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION WORKS.

1. Services

1.1. Access. Workspace Owner may access and use, and may allow Authorized Workspace Users to access and use the Services for its business purposes in accordance with these Workspace Terms.

1.2. Scope of Services. We agree to provide Workspace Owner and Authorized Workspace Users with the Carbon Voice Services, operated by Carbon Voice, a tool facilitating asynchronous voice and text chats, in accordance with these Workspace Terms.

1.3. Software. Carbon Voice may make Software available as part of the Services. Subject to these Workspace Terms, Carbon Voice grants to Workspace Owner and its Authorized Workspace Users a limited non-exclusive, non-transferable, non-sublicensable license to download and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component. Your use of the Carbon Voice iOS application, available on the Apple App Store, is subject to the terms of this agreement and the additional terms outlined in Apple’s Standard End User License Agreement (EULA). By downloading, installing, or using the iOS app, you acknowledge and agree to comply with Apple’s Standard EULA: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/. If any terms in the EULA conflict with the terms in these Workspace Terms, the EULA will govern your use of the iOS app.

1.4. Restrictions. Workspace Owner will not and will ensure Authorized Workspace Users do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Workspace Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, spam or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; (j) misuse the Services in any way, including in violation of these Workspace Terms or any applicable laws; or (k) for any obscene or immoral purpose. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Carbon Voice’s permission is strictly prohibited. Workspace Owner will prevent, terminate, and notify Carbon Voice of any unauthorized or illegal use of or access to its or any Authorized Workspace User’s User Account or the Services.

1.5. Workspace Usage. If a User Account joins or is added to a Workspace via an SSO login or other Workspace joining mechanism, the Workspace will have the ability to control the Workspace as well as all messages and content of the User Account only within the Workspace, which includes being able to access messages and content, modify user roles, and delete or restrict access, strictly within the organization’s Workspace. The Workspace will not have access to any of the user’s User Data or Workspace Data in other workspaces. Workspace Owners and Authorized Workspace Users agree to comply with their organization’s terms and policies regarding use of the Service.

1.6. Free Services. Carbon Voice may make Free Services available to Workspace Owner. Use of Free Services is subject to the terms and conditions of these Workspace Terms. In the event of a conflict between this section and any other portion of these Workspace Terms, this section shall control. Workspace Owner agrees that Carbon Voice, in its sole discretion and for any or no reason, may terminate Workspace Owner’s access to the Free Services or any part thereof. Workspace Owner agrees that any termination of Workspace Owner’s access to the Free Services may be without prior notice, and Workspace Owner agrees that Carbon Voice will not be liable to Workspace Owner or any third party for such termination. Workspace Owner is solely responsible for exporting Workspace Data from the Free Services prior to termination of Workspace Owner’s access to the Free Services for any reason, provided that if Carbon Voice terminates Workspace Owner’s account, except as required by law Carbon Voice will provide Workspace Owner a reasonable opportunity to retrieve its Workspace Data.

THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CARBON VOICE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CARBON VOICE’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED FIFTY DOLLARS. WITHOUT LIMITING THE FOREGOING, CARBON VOICE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO WORKSPACE OWNER THAT: (A) WORKSPACE OWNER’S USE OF THE FREE SERVICES WILL MEET WORKSPACE OWNER’S REQUIREMENTS, (B) WORKSPACE OWNER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, WORKSPACE OWNER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO CARBON VOICE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF WORKSPACE OWNER’S USE OF THE FREE SERVICES, ANY BREACH BY WORKSPACE OWNER OF THESE WORKSPACE TERMS AND ANY OF WORKSPACE OWNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

1.7. Beta Services. From time to time, Carbon Voice may make Beta Services available to Workspace Owner at no charge. Workspace Owner may choose to try such Beta Services or not at their sole discretion.

BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND CARBON VOICE’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.

1.8. Free Trial. If Workspace Owner registers for a free trial, Carbon Voice will make the applicable Service(s) available to Workspace Owner and Authorized Workspace Users on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Workspace Owner registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Workspace Owner for such Service(s), or (c) termination by Carbon Voice in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA WORKSPACE OWNER AND AUTHORIZED WORKSPACE USERS ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR WORKSPACE OWNER, DURING WORKSPACE OWNER’S FREE TRIAL MAY BE PERMANENTLY LOST UNLESS WORKSPACE OWNER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. WORKSPACE OWNER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE PLAN TO FREE PLAN); THEREFORE, IF WORKSPACE OWNER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, WORKSPACE OWNER MUST EXPORT WORKSPACE DATA RELATED TO PURCHASED SERVICES BEFORE THE END OF THE TRIAL PERIOD OR WORKSPACE DATA RELATED TO PURCHASED SERVICES MAY BE PERMANENTLY LOST.

DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CARBON VOICE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CARBON VOICE’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED FIFTY DOLLARS. WITHOUT LIMITING THE FOREGOING, CARBON VOICE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO WORKSPACE OWNER THAT: (A) WORKSPACE OWNER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET WORKSPACE OWNER’S REQUIREMENTS, (B) WORKSPACE OWNER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, WORKSPACE OWNER SHALL BE FULLY LIABLE UNDER THESE WORKSPACE TERMS TO CARBON VOICE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF WORKSPACE OWNER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY WORKSPACE OWNER OF THESE WORKSPACE TERMS AND ANY OF WORKSPACE OWNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. WORKSPACE OWNER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

2. Workspace Owner Responsibilites

2.1. Authorized Workspace Users. Workspace Owner is responsible for Authorized Workspace Users’ use of the Services and their compliance with these Workspace Terms within the Workspace. Workspace Owner will ensure that all Authorized Workspace Users are over the age of 16 or the applicable legal age of digital consent, whichever is older. Workspace Owner represents that it has obtained all consents necessary for Workspace Owners and its Authorized Workspace Users’ use of the Services.

2.2. Workspace Data. Workspace Owner is responsible for ensuring all Workspace Data and any other content or information provided to Carbon Voice or uploaded, posted, recorded, or transmitted to the Services complies with these Workspace Terms. If any Workspace Data violates these terms, Carbon Voice may ask Workspace Owner to remove or edit the Workspace Data so it is no longer in violation, or Carbon Voice may, but is not obligated to, remove the Workspace Data or take action as needed to resolve the issue.

Authorized Workspace Users may submit content or information to the Services within the Workspace, such as messages and files. This content and information becomes Workspace Data, and Workspace Owner may exclusively provide us with instructions on what to do with Workspace Data solely within the Workspace. For example, Workspace Owner may provision or deprovision access to the Services within the Workspace, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share or consolidate conversations, and more. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Workspace Data. Workspace Owner will (a) inform Authorized Workspace Users of all Workspace Owner policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Workspace Data; and (b) ensure the transfer and processing of Workspace Data under the Workspace Terms is lawful.

2.3. Third-Party Services. Our Services may be made available or accessed in connection with third-party services, businesses and content and may contain links to third party websites or third party services (including advertising) that are not owned or controlled by Carbon Voice, Inc. In these cases, Carbon Voice, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant or endorse such third-party services and content, and in no event shall Carbon Voice be responsible or liable for any products, services or practices of such third-party services or providers. Workspace Owner acknowledges that different terms of use and privacy policies may apply to your use of such third-party services and content. Workspace Owner acknowledges and agrees that Carbon Voice, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

2.4. Prohibited Content. Workspace Owner will not and will ensure Authorized Workspace Users do not upload, post, record, or transmit any harmful, offensive, or unlawful content to Carbon Voice or the Services, including content that: (a) is threatening, abusive, harassing, defamatory, discriminatory, or hateful; (b) infringes any patent, trademark, trade secret, copyright or other intellectual property right or violates the rights of others in any way; (c) is harmful to minors; or (d) promotes or provides instructional information about illegal activities or promotes physical harm or injury to any group or individual.

4. Communications & Publicity

4.1. Marketing Communications. By creating a User Account on our Service, the user agrees to potentially receive newsletters, marketing or promotional materials, and other information we may send via email or SMS text message. Standard SMS fees may apply. Users have the option to opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email or SMS text message we send.

4.2. Publicity. Carbon Voice may include Workspace Owner’s name and logo on its website or in other marketing materials or channels solely to reference Workspace Owner as Carbon Voice’s customer, and subject to any trademark usage guidelines provided to Carbon Voice. Workspace Owner may revoke its approval at any time.

4.3. Notifications. By creating a Workspace and adding Authorized Workspace User Accounts to a Workspace on our Service, Workspace Owner and Authorized Workspace Users agree to receive notifications by email or SMS text message. Standard SMS fees may apply. Authorized Workspace Users have the option to change Notification Settings in the Service.

5. AI Disclosure

The Service employs artificial intelligence (AI) technologies to facilitate certain functionalities within the service such as transcription generation, translation, meeting summaries, and voice and text response generation. By using the Service, you acknowledge and agree to the following:

5.1. AI-Generated Content. Some content provided within the service, including responses to user queries, is generated by AI algorithms. While we strive to ensure accuracy and relevance, AI-generated content may not always reflect human-like understanding or sensitivity and may occasionally produce unexpected or erroneous results.

5.2. Data Processing. Our use of AI may involve processing user inputs and other information. While personal data is handled in accordance with our Privacy Policy, users should be aware that non-identifiable information might be used to improve the functionality and performance of the AI.

5.3. Third-Party AI Providers. We may utilize third-party AI services in delivering some features. The use of these third-party technologies is governed by their respective terms and policies, and we encourage users to review those terms.

5.4. Limitation of Liability. We make no representations or warranties about the accuracy, reliability, or appropriateness of AI-generated content for specific purposes. Users relying on AI-generated content do so at their own risk.

5.5. Voice Cloning and Dubbing. By using Carbon Voice, you acknowledge and agree that:

Use of Voice Cloning & Dubbing – The Service includes AI-powered voice cloning and dubbing functionalities provided by third-party AI providers, including Eleven Labs. If you use these features, your voice data may be processed and synthesized to generate a cloned voice.
Automatic Consent – By accepting these Terms of Service, you consent to the processing of your voice data for cloning and dubbing purposes. If you do not wish to have your voice cloned, you should refrain from using these features.
Third-Party Processing – Voice cloning and dubbing functionalities rely on Eleven Labs, and the processing of your voice data is subject to their terms and privacy policies.
Data Retention & Deletion – Carbon Voice does not retain cloned voices indefinitely. Users may request deletion of their cloned voice, but previously generated cloned voice outputs may persist in past conversations or shared content.
Prohibited Uses – Users may not use voice cloning for deceptive, fraudulent, or unlawful purposes, including unauthorized impersonation.

6. Confidentiality

6.1. Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Workspace Terms. The recipient will use at least reasonable care to protect Confidential Information.

6.2. Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.

6.3. Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 10). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.

6.4. Roadmap and Beta Features. From time to time, Workspace Owner or Authorized Workspace Users may be given early access to features or insight into Services roadmap. This information is considered Confidential Information of Carbon Voice and shall not be disclosed unless and until Carbon Voice has released it publicly.

8. Payment & Fees

8.1. Subscriptions. Unless otherwise provided in an applicable Order, (a) Access to Purchased Services are purchased as subscriptions for the term stated in the applicable Order or in the applicable online purchasing portal, (b) each subscription is for a single Authorized Workspace User (c) each subscription is for a specified term and is personal to that Authorized Workspace User. (d) Certain subscriptions for Purchased Services are add-on features that may be added only to a subset of specified Authorized Workspace Users (e) Authorized Workspace User subscriptions for Purchased Services may be added during a Subscription Term at the then current pricing as the underlying subscription pricing, prorated for the portion of that Subscription Term remaining at the time the subscriptions are added, and (f) any added Authorized Workspace User subscriptions will terminate on the same date as the underlying subscriptions. (g) Authorized Workspace User subscriptions for Purchased Services may also be removed or downgraded during a subscription term. If the subscription is monthly, the subscription fee will be appropriately adjusted at the next billing cycle. If the subscription is annual, the Workspace Owner will receive a credit for future payments, prorated for the portion of the Subscription Term remaining at the time the Authorized Workspace User subscription is removed or downgraded. Workspace Owner agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Carbon Voice regarding future functionality or features.

8.2. Fees. Workspace Owner agrees to pay the Fees in accordance with the payment terms set forth on the Order. Workspace Owner is responsible for paying applicable Taxes.

8.3. Renewals. Unless otherwise stated on an Order, each Subscription Term will automatically renew, unless either Carbon Voice or Workspace Owner elects not to renew at least thirty (30) days prior to the end of the then-current term. Workspace Owner authorizes Carbon Voice to charge Workspace Owner's original method of payment on file or invoice Workspace Owner for each renewal until their subscription is canceled or otherwise terminated.

8.4. Downgrades. If Workspace Owner fails to pay Fees when they are due, Carbon Voice may downgrade Workspace Owner to a free plan upon reasonable notice. If Workspace Owner is downgraded, Workspace Owner will lose access to certain features or functionality, but these Workspace Terms will continue to apply.

8.5. Price Changes. If Carbon Voice increases its pricing, we will provide at least thirty (30) days’ prior notice, and the new pricing will go into effect on renewal. If Workspace Owner does not terminate its subscription before renewal, Workspace Owner authorizes Carbon Voice to collect payment for the increased pricing.

9. Term & Termination

9.1. Term. These Workspace Terms will continue in effect until terminated as described below.

9.2. Termination for Breach. Either party may terminate these Workspace Terms for material breach if the other party fails to cure the breach within 30 days’ notice.

9.3. Effect of Termination. Upon termination, Carbon Voice may delete or anonymize all Workspace Data within a commercially reasonable period of time or according to previously agreed upon retention policies if existing, and each party will return or delete any other Confidential Information in its possession. Carbon Voice will only provide a prorated refund of prepaid fees for the remainder of the Subscription Term if Workspace Owner terminates these Workspace Terms for Carbon Voice’s material breach in accordance with Section 9.3.

9.4. Suspension. Carbon Voice may suspend Workspace Owner’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Carbon Voice, the Services, or its users, or (c) for repeated violations of our terms and policies (including these Workspace Terms). If practicable, Carbon Voice will use reasonable efforts to contact Workspace Owner and give Workspace Owner the opportunity to resolve the issue prior to suspension.

9.5. Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.

10. Legal Process

10.1. If Carbon Voice receives a request from law enforcement or another third party to provide data or information about Workspace Owner or its Authorized Users (“Legal Order”), Carbon Voice will make commercially reasonable efforts to provide Workspace Owner with: (a) prompt written notice of such Legal Order; and (b) reasonable assistance, at Workspace Owner’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, Carbon Voice remains subject to a Legal Order to disclose, Carbon Voice may disclose, and, if applicable, may require its employees or other persons to whom such Legal Order is directed to disclose, no more than that portion of Workspace Owner Data which such Legal Order specifically requires. If Carbon Voice remains subject to a Legal Order to disclose Workspace Owner Data, Carbon Voice shall use commercially reasonable efforts to obtain assurances from the applicable court that such Workspace Owner Data will be afforded confidential treatment consistent herewith.

11. Disclaimer

12.1. Indemnification by Carbon Voice. Carbon Voice will defend Workspace Owner from and against any third-party claim, action, demand, or proceeding alleging that Workspace Owner’s use of the Services as permitted under these Workspace Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Workspace Owner harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Workspace Owner or agreed in settlement by Carbon Voice resulting from the claim; provided, however, that Carbon Voice will have no liability under this section if a claim arises from (a) Workspace Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Carbon Voice; (c) Workspace Owner’s breach of these Workspace Terms; or (d) Beta Services or other services offered for free or evaluation use, including Free Services or Free Trial.

12.2. Indemnification by Workspace Owner. Workspace Owner will defend Carbon Voice from and against any third-party claim, action, demand, or proceeding resulting from Workspace Data or a violation of these Workspace Terms by Workspace or its Authorized Workspace Users, and will indemnify and hold Carbon Voice harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Carbon Voice or agreed in settlement by Workspace Owner resulting from the claim.

12.3. Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, Carbon Voice may: (a) obtain the right for Workspace Owner at Carbon Voice’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Carbon Voice does not believe the options above are commercially reasonable, Carbon Voice may terminate Workspace Owner’s use of the affected Services and provide Workspace Owner a prorated refund of prepaid fees for the remainder of the Subscription Term. Carbon Voice will have no liability under this section if Workspace Owner or its Authorized Workspace Users continue the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.

12.4. Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement that does not include a complete release of the indemnified party from all liability or that imposes any admission, obligation, or restriction on the indemnified party requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are Workspace Owner’s only remedy for infringement of third-party intellectual property rights.

13. Limitation of Liability

13.1. Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4 OR 2.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. Total Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4 OR 2.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY WORKSPACE OWNER TO CARBON VOICE IN THE 6 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT WORKSPACE OWNER’S PAYMENT OBLIGATIONS ABOVE.

THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Mutual Arbitration Agreement

14.1. Informal Resolution. Before filing a claim, Carbon Voice must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.

14.2. Agreement to Arbitrate. We each mutually agree to resolve any justiciable disputes between us exclusively through final and binding arbitration instead of filing a lawsuit in court. This Section 14 is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and will apply to any and all claims arising out of or relating to your access or use of the Service, any communications, advertising or marketing by or regarding us or the Service, any products or services sold or distributed through the Service that you received as a consumer of the Service, any aspect of your relationship or transactions with us, any of our actual or alleged intellectual property rights, and all other aspects of your relationship with us, past, present or future, whether arising under federal, state or local statutory and/or common law (collectively, the “Dispute”). We each also expressly agree that this Agreement will be governed by the FAA even in the event you and/or we and/or these Terms are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If, but only if, the arbitrator determines the FAA does not apply, California law governing arbitration agreements will apply.

14.3. Exceptions. A lawsuit may be filed in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights without first engaging in the process described above.

14.4. Class Action Waiver. By entering into these User Terms, we each mutually agree to arbitrate, we both waive our right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). In any case in which (1) the dispute is filed as a class, collective or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in this Section 14, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.

14.5. Any Dispute shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. If you bring a claim subject to arbitration, you will pay toward the fees and deposits imposed by the AAA or other arbitrator only an amount equal to the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction. We will pay the remainder of the fees and deposits of arbitration. If, however, any laws require Carbon Voice to pay a greater portion or all of such fees and costs in order for this Section 14 to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.

14.6. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. The arbitrator or arbitration panel, as the case may be, will apply and be bound by this Section 14 and any additional terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award. All issues are for the arbitrator to decide, including arbitrability.

14.7. Except as provided in the Class Action Waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.

14.8. This Mutual Arbitration Provision will survive any termination of the Services and/or your relationship with us.

14.9. This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. This Section 14 can be amended only by our mutual written agreement. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable.

14.10. Small Claims Matters Are Excluded from Arbitration Requirement: Notwithstanding the foregoing, either you or Carbon Voice may bring a Dispute in small claims courts of competent jurisdiction. We reserve the right to reject your request for arbitration for any Dispute which can be resolved in small claims courts.

14.11. Opt-Out. To opt out of this Mutual Arbitration Provision, Carbon Voice must be notified by email at legalnotice@phononx.com no later than 30 days after User Account registration, unless a longer period is required by applicable law.

15. General

15.1. Entire Agreement. These Workspace Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Workspace Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any Workspace Owner documentation or online vendor portals will apply to Carbon Voice’s provision of the Services to Workspace Owner, unless expressly agreed to in writing by an authorized Carbon Voice representative.

15.2. Modifications. Carbon Voice may update these Workspace Terms by posting the updates to the Carbon Voice website, via the Services directly, or through other electronic communication. Any other revisions will become effective on the date the updated Workspace Terms are posted by Carbon Voice. Continued use of or access to the Services after the updated Workspace Terms go into effect will constitute acceptance of those Terms.

15.3. Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.

15.4. Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to Workspace Owner may also be sent to the applicable Administrator User Account email address and are deemed given when sent. Notices to Carbon Voice must be sent to 3739 Balboa St #1047, San Francisco, CA 94121, attn: Legal, with a copy to legalnotice@phononx.com.

15.5. Assignment. These Workspace Terms may not be assigned without the prior written consent of the other party, except Carbon Voice may assign these Workspace Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.

15.6. Governing Law. These terms will be governed by the laws of the state of California without regard to its conflict of laws principles.

15.7. Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).

15.8. Relationship of the Parties. The parties are independent contractors. These Workspace Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

16. Definitions

16.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

16.2. “Authorized Workspace User(s)” means any User Account that is added to a Workspace as a member or is a part of any Workspace conversation as a guest.

16.3. “Beta Service” means early access trials or releases of new features or services identified as "alpha," "beta," "preview," "early access," "evaluation," or other words or phrases with similar meanings.

16.4. “Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure. This includes business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and Workspace Data. Confidential Information excludes information that (a) becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.

16.5. “Feedback” means any feedback, ideas, or suggestions about the Services or Software.

16.6. “Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.

16.7. “Free Service(s)” means Services that Carbon Voice makes available to Workspace Owner free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

16.8. “Order” means the order form agreed to by the parties or the applicable Carbon Voice check-out screen to purchase the Services.

16.9. “Personal Space” means the digital space in a User Account outside of any specified Workspace. The user is solely responsible for and has full ownership of their Personal space and any User Data within it.

16.10. “Purchased Services” means Services that Workspace Owner or Workspace Owner’s Affiliate purchases under an Order or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

16.11. “Service(s)” means Carbon Voice's voice messaging services and website, including the Software, tools, and services ordered by or provided to users in connection with the Services.

16.12. “Software” means Carbon Voice's client software provided as part of the Services, such as mobile or desktop applications.

16.13. “Subscription Term” means the applicable initial or renewal term for Workspace Owner’s provision of the Services identified in an Order.

16.14. “Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Carbon Voice's net income.

16.15. “User Account” means the individual profile created by users within Carbon Voice when they sign up for the Services. Each unique individual is intended to have only one User Account on the Service. A User Account serves as the gateway to accessing various features and functionalities offered by Carbon Voice. Workspaces owned by Workspace Owners may be attached to the User Account.

16.16. “User Data” means any data, content, or messages submitted in the user’s Personal Space, that is outside of any Workspace within Carbon Voice. This includes but is not limited to profile information, personal settings, and personal messages and any Conversations not part of a Workspace. User Data is owned by the individual user who owns the User Account.

16.17. “Workspace” means a digital space where a group of Conversations, messages, and lists of Authorized Workspace Users are organized to make the content and people findable and manage rights for access and control. Workspaces are created by or on behalf of Workspace Owners. Workspaces also define data ownership and management as described in Workspace Data.

16.18. “Workspace Data” means all Conversations and their associated messages and contents, including audio, text input, transcription data, file attachments, links, user notes, emoji reactions, listen status, and message labels, or other content or information submitted or uploaded to the Services under the associated Workspace by Workspace Owner or its Authorized Workspace Users within the Workspace. Workspace Data is owned by the Workspace Owner.

16.19. “Workspace Owner” means the individual or organization responsible for the creation and management of a Workspace within the Carbon Voice Services. If a user creates a new Workspace on behalf of themselves, the user is the Workspace Owner. If a user creates a new Workspace on behalf of an organization (such as the user’s employer), the organization is the Workspace Owner. The Workspace Owner has the authority to invite, add, or remove Workspace Members and Workspace Guests to join their Workspace. Workspace Owners can define policies and assign roles for the Workspace.

3. Data Protection

3.1. Processing of User Data. Carbon Voice will only process and use User Data: (a) to provide, protect, and update the Services, (b) to enforce these User Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by User. Carbon Voice may collect and use User Data on an aggregated and/or anonymized basis for Carbon Voice’s internal business purposes; provided that Carbon Voice will not use or share this data in a way that identifies any individual user as the source of the data.

3.2. Security. Carbon Voice will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect User Data. Notwithstanding the foregoing, user is responsible for maintaining the security and confidentiality of User Account, including account credentials such as usernames and passwords.

7. Intellectual Property

7.1. Ownership. Except as expressly stated, these Workspace Terms do not grant any rights, implied or otherwise, to any intellectual property. Workspace Owner owns and will continue to own all intellectual property rights in and to Workspace Data, and Carbon Voice owns and will continue to own all right, title and interest in and to the Services (including all intellectual property rights therein).

7.2. License. Workspace Owner grants Carbon Voice a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Workspace Data solely to provide the Services or as otherwise described in these Workspace Terms. Workspace Owner represents and warrants that it has secured all necessary licenses to provide the foregoing license.

7.3. Feedback. We welcome and encourage you to provide Feedback. User acknowledges and agrees that if User submits any Feedback to us (through any communication channel), User hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that User owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.