Terms of Use

Last updated: 2026/06/05

Agreement to our legal terms

We are Carnot AI, Inc. ("Company," "we," "us," "our").

We operate the services described in these legal terms (the "Legal Terms"), as well as any other related products and services that refer or link to these Legal Terms (collectively, the "Services").

You can contact us by email at contact@carnot.ai.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Carnot AI, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We may make changes or modifications to these Legal Terms from time to time for reasonable reasons (including to reflect changes to the Services, applicable laws, or security requirements), and, if any change materially and adversely affects your rights or obligations, we will provide prior notice (for example, by email or within the Services) and specify the effective date of such change. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and we will notify you if these Legal Terms are updated (for example, by email or within the Services). It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

We recommend that you print a copy of these Legal Terms for your records.

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. Intellectual property rights

Our intellectual property

We are the owner of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). We, Carnot AI, Inc., provide, distribute, and sell the Services, including in Japan.

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

  • access the Services; and
  • download or print a copy of any portion of the Content to which you have properly gained access.

solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: contact@carnot.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify such Submissions solely as necessary to provide, maintain, support, and improve the Services and to respond to your inquiries, and, as between you and us, you retain all intellectual property rights in your Submissions.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

  • confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
  • to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
  • warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
  • warrant and represent that you have the necessary rights and permissions to submit your Submissions to us and that doing so does not violate any confidentiality obligations you owe to third parties.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

Customer References and Logos

By using the Services as a business entity, you grant us a non-exclusive, worldwide, royalty-free license to use your company name, logo, and trademarks solely for the purpose of identifying you as a customer in our marketing materials, including but not limited to our website, presentations, and promotional materials. This license includes the right to display your company logo in our client lists and case studies. You may revoke this permission at any time by sending written notice to contact@carnot.ai, and we will remove your logo and references within 30 days of receiving such notice.

3. User representations

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. Prohibited activities

You may access and use the Services solely for your personal, non-commercial use or internal business purpose unless otherwise agreed by us in writing, in accordance with these Legal Terms.

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

5. User generated contributions

The Services may allow you to upload or transmit content and materials to the Services for your internal business purposes. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions will not be made publicly available by us and will be accessible only to you and your authorized users, except as you choose to share them through the Services.

6. Contribution license

You and we agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings) solely as necessary to provide, maintain, support, and improve the Services and in accordance with our Privacy Policy.

By submitting suggestions or other feedback regarding the Services, you agree that we may use such feedback solely to provide, maintain, and improve the Services, and may share it with our affiliates and service providers under confidentiality obligations without compensation to you.

We do not assert any ownership over your Contributions. We will use Contributions solely as necessary to provide, maintain, support, and improve the Services, and we will not disclose Contributions to third parties except to our affiliates and service providers under confidentiality obligations or as required by law. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

7. Services management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

8. Term and termination

These Terms remain in effect while you use the Services. We may suspend or terminate the Services, in whole or in part, only for reasonable cause, including (i) your breach of these Terms left uncured for a reasonable period after notice, or (ii) where immediate action is necessary to comply with law or to protect the security or integrity of the Services. If we terminate a paid subscription for reasons not attributable to your breach, you will not be charged for any period after the termination date.

You may terminate your use of the Services going forward as follows. If your subscription was created or is managed through Stripe, you must cancel through the Stripe customer portal or other Stripe-hosted cancellation flow made available to you. If your subscription is not managed through Stripe, you may terminate by sending notice to us by email at contact@carnot.ai, unless an individual agreement specifies another notice method. Where an individual agreement between us sets a minimum or fixed contract period, termination during that period and its consequences are governed by that agreement.

Except as set out below, fees already paid are non-refundable, with no pro-rated or other refund. Where termination results from a cause attributable to us (including a material failure to provide the Services), we will refund up to fifty percent (50%) of the fees paid for the affected period, provided that the affected period shall not exceed the twelve (12) months immediately preceding the event giving rise to the termination. Except in cases of our willful misconduct or gross negligence, this refund is your sole and exclusive monetary remedy for that cause and forms part of our aggregate liability under the "LIMITATIONS OF LIABILITY" section. Any refund or service credit you receive for the same cause under a separately signed SLA will be deducted from it.

A service level agreement (SLA) applies only where you and we have signed a separate individual agreement that expressly incorporates it. Absent such an agreement, no SLA, service credit, or availability commitment applies to your use of the Services.

If we terminate or suspend your account under this Section, you may not create a new account to circumvent that action. We also reserve the right to pursue available legal remedies.

9. Modifications and interruptions

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services from time to time for reasonable reasons and, if any such change materially and adversely affects your use of the Services, we will provide prior notice as described above. Except for any service credits expressly set forth in a separately signed SLA between you and us, and any refund payable under the "TERM AND TERMINATION" Section above, we will not be liable for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

10. Governing law

These Legal Terms shall be governed by and defined following the laws of Japan. Carnot AI, Inc. and yourself irrevocably consent that the courts of Tokyo shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.

11. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time.

12. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN A SEPARATE SLA SIGNED BETWEEN YOU AND US, YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

13. Limitations of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND NOTHING IN THIS SECTION SHALL LIMIT LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your material breach of these Legal Terms; (2) your infringement or misappropriation of a third party's intellectual property rights through your Submissions or Contributions; or (3) your gross negligence or willful misconduct. We will defend and indemnify you from and against any third-party claim alleging that the Services infringe a third party's intellectual property rights, except to the extent such claim arises from your Submissions or Contributions, your misuse of the Services, or any modification or combination not provided by us. The indemnifying party will assume the exclusive defense and control of any matter for which it is required to indemnify the other party, and the other party will reasonably cooperate, at the indemnifying party's expense, with the defense of such claim. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15. User data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Our application does not retain user data for the purpose of developing, improving, or training generalized AI and/or ML models. We prioritize user privacy and ensure that any data accessed through the Services' APIs is used solely for the intended functionality of our application.

16. Electronic communications, transactions, and signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

17. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services (including our Privacy Policy, any individual agreement between you and us, and any separately signed SLA between you and us) constitute the entire agreement and understanding between you and us. In the event of any conflict between these Legal Terms and an individual agreement between you and us, the individual agreement shall prevail with respect to its subject matter. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

18. Contact us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Carnot AI, Inc.
214 Homer Ave, Palo Alto, CA 94301, U.S.A.
contact@carnot.ai