Customer Terms of Service

1. Acceptance and authorized users

These Customer Terms of Service (“Terms”) are between Lynn & Matthews LLC, doing business as Carbide Studios, operator of Carbide List (“Carbide List,” “we,” “us,” or “our”), and the business or other organization identified when a Carbide List workspace is claimed, ordered, or purchased (“Customer”). If an individual purchases the Service solely for that individual’s own business, “Customer” means that individual.

The person who accepts these Terms for Customer (the “Customer Representative”) represents that they are at least 18 years old and have authority to bind Customer. Customer accepts these Terms only through a check box, order, or other action that clearly says it constitutes acceptance. We may record the accepting person, workspace, date and time, Terms version, and related technical records.

Customer may invite employees, contractors, partners, homeowners, crew members, and others to use a workspace or project (“Authorized Users”). Some Authorized Users may enter through a project-specific link without an account and without separately accepting these Customer Terms. Customer is responsible for deciding who should receive access, assigning suitable roles, providing required notices, and using available revocation controls.

These Terms do not make a homeowner or crew member responsible for Customer’s subscription fees or for Customer’s duty to review automated translations merely because that person opens or contributes to a project.

2. The Service

Carbide List is a project communication service for residential construction punch lists. Depending on the plan and features available, the Service may include project workspaces, items, notes, photos, markups, status and archive controls, project links, automated translations, activity history, closeout-record exports, integrations, and agent connections.

We may improve or change the Service over time. Material commitments for a paid term are those stated in the applicable order. Preview, beta, and pilot features may change or end and may not have the same support commitments as generally available features.

Unless a signed order says otherwise, the Service does not include a service-level agreement, guaranteed uptime, professional consulting, construction supervision, or retention for a legally mandated period.

3. Accounts, roles, and project links

Customer must provide accurate account information and keep account credentials secure. Authentication may be provided by a third-party identity service. We do not receive a user’s Google password when Google sign-in is used.

Project links are access credentials. A reusable Builder, Crew, or Homeowner link may allow the person holding it to use the permissions attached to that role without proving an individual identity. Customer must share links only with intended recipients, promptly report suspected unauthorized access, and replace or revoke a link when access should end.

Customer is responsible for reviewing workspace and project membership, roles, agent permissions, and active links. We are responsible for enforcing the role and project boundaries the Service promises and for addressing a failure of those controls.

4. Customer Data

“Customer Data” means text, photos, files, project records, user information, and other content submitted to the Service by or for Customer. As between Customer and Carbide List, Customer keeps its ownership rights in Customer Data.

Customer gives us a limited, nonexclusive right to host, copy, transmit, format, translate, display, back up, and otherwise process Customer Data only as reasonably needed to provide, secure, support, troubleshoot, and maintain the Service; create de-identified or aggregated service analytics that do not identify Customer, a project, or a person; comply with law; and enforce these Terms. This permission allows contracted service providers to process Customer Data for those limited purposes under their agreements with us.

We will not use Customer Data to train a shared or general-purpose artificial-intelligence model, or authorize a contracted provider to do so, unless Customer affirmatively opts in after a clear explanation. Temporary processing required to return a requested translation or summary is not model training.

Customer represents that it has the rights, permissions, and lawful basis needed to submit Customer Data, including any notices or permissions needed for photos of people, homes, personal property, or work performed by others.

The Service is not designed for Social Security numbers, complete payment-card details, medical records, government identification numbers, account passwords, or similarly sensitive information. Customer must not submit that information unless we expressly agree in writing that the Service supports it. We do not use project photos for face recognition or biometric identification.

Customer should download and retain any independent records it needs for contractual, insurance, tax, regulatory, warranty, or legal purposes. We do not control or protect copies after Customer downloads or shares them.

5. Automated translations

The Service may use automated or artificial-intelligence systems to translate Customer Data. Automated translations are a communication convenience and may contain errors, omissions, ambiguity, or wording that is unsuitable for a trade or circumstance.

Carbide List keeps the source text entered by a user. The source text controls over its automated translation. Customer is responsible for reviewing translations and confirming that material instructions, safety information, project requirements, dates, measurements, and other important information are accurate before relying on or distributing them. Customer must use a qualified person when professional or fluent review is appropriate.

An automated translation is not a substitute for a professional translator or for legal, safety, code, architectural, engineering, or trade review. Crew members and homeowners do not assume Customer’s translation-review responsibility simply by viewing or contributing to a project.

6. Construction decisions and exports

Carbide List organizes information; it does not perform or supervise construction. We are not a contractor, architect, engineer, code official, inspector, warranty administrator, escrow agent, or law firm. The Service does not decide whether work is safe, code-compliant, contract-compliant, complete, accepted, warrantable, or ready for closing.

Customer and its qualified professionals remain responsible for construction decisions, inspections, approvals, instructions, corrections, and communications. Status labels, completion evidence, history, and exports reflect information recorded in the Service; they are not certifications, signatures, warranties, lien waivers, inspections, or legal closeout documents.

Customer may use exported information to prepare its own records and paperwork. Customer must review each export for accuracy and decide whether additional records, signatures, professional opinions, or legally required forms are needed.

7. Acceptable use

Customer must not, and must not knowingly permit an Authorized User to:

• use the Service unlawfully or violate another person’s rights;
• upload content without the required rights or permissions;
• harass, threaten, discriminate, deceive, or cause harm;
• upload malware or disrupt, overload, probe, or bypass Service security;
• access another customer’s workspace or data without authorization;
• share a project link outside its intended project or audience;
• reverse engineer the Service except where applicable law expressly permits it;
• resell the Service as a standalone competing service without written permission; or
• use automated access beyond documented interfaces or reasonable rate limits.

The Service is not directed to children under 13. Customer must not knowingly invite a child under 13 or submit personal information collected from a child under 13.

8. Integrations, agents, and third-party services

The Service may rely on contracted providers for identity, hosting, translation, artificial intelligence, storage, billing, and communications. Our Privacy Policy explains the principal categories and how they process information for us. Separate terms may apply to an independent third-party service Customer chooses to connect.

If Customer authorizes an integration or agent connection, Customer is responsible for the permissions it grants and the instructions it provides. Customer is not responsible for an action caused by our breach, negligence, scope-enforcement failure, replay failure, or Service malfunction. We may suspend an integration that threatens security, privacy, availability, or another customer.

9. Privacy and security

Our Privacy Policy explains how we collect, use, share, and retain personal information. Each party is responsible for its own obligations under applicable privacy law. When applicable law requires a data-processing agreement for Customer’s use, we will make one available before the relevant processing begins.

We will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Service and Customer Data. No online service can guarantee absolute security. Customer must use available access controls, protect credentials and links, and notify us promptly at security@carbidestudios.ai if it suspects unauthorized access or a security incident.

10. Fees, billing, and taxes

The current public offer is $99 per month, flat and month-to-month, unless an order or checkout shown to Customer says otherwise. The applicable order will state the price, billing period, included usage, renewal terms, and any different commercial terms before Customer is charged.

Paid subscriptions renew for successive monthly periods until cancelled. Customer may cancel through any account control we provide or by emailing support@carbidestudios.ai. Cancellation takes effect at the end of the then-current paid period. Fees already paid are nonrefundable and are not prorated, except where law or an order requires otherwise.

Customer authorizes only the charges clearly presented in the accepted order or checkout and is responsible for applicable taxes other than taxes based on our net income. We will not start a new recurring billing arrangement without clear notice and affirmative agreement. A price change for an existing subscription takes effect no earlier than the next renewal after at least 30 days’ notice.

11. Suspension, cancellation, and data deletion

We may suspend or limit access when reasonably necessary for a security risk, unlawful use, material breach, nonpayment, harm to another customer, or a legal requirement. When practical, we will notify Customer and allow a reasonable opportunity to cure. We may act immediately when delay could create harm or legal exposure.

Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 30 days after written notice, unless the breach cannot reasonably be cured. We may end a free, pilot, or inactive workspace with reasonable notice.

Backup copies may remain for no more than 30 additional days while they expire through the ordinary rolling backup cycle. During that period, backup copies are isolated from ordinary use and used only for disaster recovery, security, or legal obligations.

We may retain minimal account, billing, acceptance, security, and legal records reasonably needed to comply with law, prevent fraud, establish contractual history, or resolve a dispute. Those retained records will not include project photos or ordinary punch-list content unless legally required. Downloaded exports remain under Customer’s control.

We will provide reasonable email notice when the export period begins and before active-system deletion. If access is suspended for unlawful activity, an active security threat, or a legal prohibition, we may limit the export method or timing to the extent reasonably necessary.

12. Carbide List ownership and feedback

Carbide List and its licensors own the Service, software, design, documentation, trademarks, and related intellectual property, excluding Customer Data. Subject to these Terms and applicable fees, we grant Customer a limited, nonexclusive, nontransferable right to use the Service during the applicable term for Customer’s internal business purposes.

If Customer provides feedback or suggestions, Customer permits us to use them without restriction or payment, provided we do not identify Customer publicly without permission.

13. Confidentiality

Each party may receive nonpublic information a reasonable person would understand to be confidential. The receiving party will use it only to perform or receive the Service and will protect it with reasonable care. These obligations do not cover information lawfully known without restriction, made public without breach, lawfully received from another source, or independently developed without the confidential information.

A party may disclose confidential information when legally required after giving notice when permitted. Customer Data is Customer’s confidential information.

14. Service warranty and disclaimers

We warrant that paid, generally available features will be provided in a professional and workmanlike manner. Customer’s exclusive remedy for a proven breach is for us to reperform the affected Service or, if we cannot reasonably do so, refund prepaid fees covering the materially affected period.

Except for that limited warranty and to the maximum extent permitted by law, the Service, beta features, translations, integrations, project links, and exports are provided “as is” and “as available.” We disclaim implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and warranties arising from course of dealing or usage of trade. We do not guarantee uninterrupted operation, error-free content, permanent retention, or that the Service will satisfy Customer’s construction, contractual, regulatory, warranty, or legal obligations.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or business opportunities, arising from the Service, even if advised those damages were possible.

Except for amounts Customer owes, a party’s fraud or willful misconduct, violation of the other party’s intellectual-property rights, or liabilities that cannot legally be limited, each party’s total liability arising from these Terms will not exceed the greater of (a) fees Customer paid or owed for the Service during the 12 months before the event giving rise to the claim or (b) $100.

16. Indemnity

Customer will defend Carbide List against a third-party claim to the extent caused by Customer Data that infringes another person’s rights, Customer’s unlawful use of the Service, or Customer’s material violation of Section 7, and will pay damages and reasonable costs finally awarded or agreed in a settlement approved by Customer. This obligation does not apply to the extent the claim was caused by our processing choices, security failure, breach, negligence, or willful misconduct.

We will promptly notify Customer of a covered claim, reasonably cooperate at Customer’s expense, and allow Customer to control the defense and settlement. Customer may not settle in a way that admits our fault or imposes a nonmonetary obligation on us without written consent.

17. Changes to these Terms

We may update these Terms for Service changes, legal requirements, or business practices. We will post the updated version and effective date. A material change for an existing Customer will take effect only after at least 30 days’ notice, at the next renewal, or when Customer expressly accepts it, as the notice specifies. A change needed immediately for law, security, or active harm may take effect sooner to the extent reasonably necessary, with notice as soon as practical.

18. Governing law and disputes

Before filing a lawsuit, each party will give the other written notice describing the dispute and allow 30 days for a good-faith attempt to resolve it, unless immediate relief is reasonably necessary.

These Terms are governed by Texas law, without regard to conflict-of-law rules. The state and federal courts located in Bexar County, Texas have exclusive jurisdiction, and each party consents to that venue. These Terms do not require arbitration and do not include a class-action waiver.

19. General terms

The complete agreement consists of these Terms and any applicable order or data-processing agreement. A data-processing agreement controls a conflict about personal-data processing. For other conflicts, a written order signed by both parties controls, followed by an electronic order accepted by Customer, followed by these Terms.

Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, provided the successor assumes these Terms. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations.

If part of these Terms is unenforceable, it will be modified only as much as necessary and the rest will continue. Failure to enforce a provision is not a waiver. Sections that by their nature should survive termination—including ownership, payment obligations, disclaimers, liability limits, and dispute terms—will survive.

Notices to Carbide List must be sent to legal@carbidestudios.ai and, when formal mailed notice is required, to Lynn & Matthews LLC d/b/a Carbide Studios, P.O. Box 781422, San Antonio, Texas 78278, USA. We may send operational and legal notices to Customer’s workspace owner or billing contact.