Terms of Service
These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and CarveAI, Inc. ("CarveAI", "we", "us", or "our"), concerning your access to and use of the CarveAI platform, applications, websites, and related services (collectively, the "Services").
By accessing or using the Services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you are expressly prohibited from using the Services and must discontinue use immediately. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" refers to that organization. If your organization has entered into a separate written agreement with CarveAI, that agreement governs to the extent it conflicts with these Terms.
Table of contents
- Our Services
- Agent capabilities and your authorizations
- Eligibility and accounts
- Intellectual property rights
- Your data and content
- Acceptable use and prohibited activities
- Artificial-intelligence output and human review
- Third-party services and integrations
- Fees and payment
- Services management
- Term and termination
- Modifications and interruptions
- Disclaimer of warranties
- Limitation of liability
- Indemnification
- Governing law
- Dispute resolution
- Electronic communications and signatures
- Miscellaneous
- Contact us
1. Our Services
CarveAI provides artificial-intelligence agents that operate on your behalf: they hold conversations, maintain governed memory for your organization, and — with your authorization — act on connected third-party services and, in some cases, on your own device. The Services are provided for business and professional use and are under active development; we may add, modify, suspend, or discontinue features at any time. Information provided through the Services is not intended for use where such use would be contrary to law or would subject us to any registration requirement.
2. Agent capabilities and your authorizations
The Services are agentic: they can take actions, act on your behalf and under your identity in connected systems, and operate autonomously. By connecting a system, granting a permission, or enabling a capability, you authorize CarveAI and its agents to perform the actions described below, and you represent that you have the right to grant that access. You are responsible for the access you enable and the actions you or your authorized users approve.
2.1 Acting on your behalf in connected systems
With the integrations you connect, an agent may, among other things, send and reply to email from your mailbox; create and update calendar events; read and write files; create and update documents, spreadsheets, and pages (for example in Notion); and read from and write to your code repositories (for example, creating branches, commits, draft pull requests, issues, and comments on GitHub). Actions taken on your behalf are attributable to you; outbound email sent through the Services may carry a notice that it was sent via CarveAI on your behalf.
2.2 Access to your own device (desktop bridge)
If you install and pair the optional desktop "Local Files" bridge, an agent can read files within the folders you designate and, subject to your approval, create, modify, or delete files and run commands or programs on your computer. You control which folders are accessible and which commands are permitted, and you are responsible for those choices. The bridge enforces your rules locally and maintains protections designed to prevent access to sensitive system files, but you should enable this capability only on devices and folders you control and intend the agent to access.
2.3 Autonomous operation
You may configure the Services to act when you are not present — for example, tasks that run on a schedule, a queue of tasks the agent works when idle, and triggers that start an agent in response to an incoming event (such as a new email, a chat message, or a code-repository event like an issue or pull request). When you enable these, you authorize the agent to run and to take the resulting actions, subject to the approval controls in Section 7.
2.4 Code execution and web access
An agent may execute code in an isolated sandbox and may browse the public web to read pages and perform searches in order to complete your tasks. Content retrieved from external sources is treated as untrusted.
3. Eligibility and accounts
- You must be at least 18 years old and capable of forming a binding contract.
- Access is typically provisioned by your organization's administrator, who controls your workspace, its members, its configuration, and its data; your use may be subject to your organization's policies.
- You are responsible for all activity under your account and for keeping your credentials secure, and you agree to notify us promptly of any unauthorized use.
- You agree to provide accurate, current, and complete information and to keep it updated.
4. Intellectual property rights
The Services, including their software, design, and content (excluding Your Data), and all intellectual-property rights therein, are owned by CarveAI or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of the Services. "CarveAI" and our logos are our trademarks and may not be used without our prior written consent.
5. Your data and content
- Ownership. As between you and CarveAI, you retain all rights in the data, documents, prompts, and other materials you submit to or generate through the Services ("Your Data"). You grant CarveAI a worldwide, limited license to host, process, transmit, and display Your Data solely to provide and support the Services and as permitted by these Terms and our Privacy Policy.
- Responsibility and rights. You are solely responsible for Your Data and for the data sources and systems you connect, and you represent that you have all rights, consents, and permissions necessary for CarveAI to access and process them as contemplated by these Terms — including the right to permit the agent to act in the connected systems and on the devices you authorize under Section 2.
- No model training. We do not use Your Data to train machine-learning models.
- Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation.
6. Acceptable use and prohibited activities
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to:
- violate any law, regulation, or third-party right, including intellectual-property and privacy rights;
- attempt to breach, probe, or circumvent the security, authentication, or tenant isolation of the Services, or access data or systems you are not authorized to access;
- use the agent's capabilities (including device access, autonomous operation, code execution, or connected-system actions) to access systems, files, accounts, or data you do not have the right to access, or to take actions you are not authorized to take;
- interfere with or disrupt the Services or impose an unreasonable load on them, including through scraping, denial-of-service activity, or malware;
- use the Services to generate or disseminate unlawful, harmful, harassing, defamatory, or fraudulent content, or to make automated decisions with legal or similarly significant effects without appropriate human oversight;
- reverse-engineer or attempt to derive the source code, models, or underlying components of the Services, except to the extent this restriction is prohibited by law;
- resell, sublicense, or make the Services available to a third party except as expressly permitted; or
- use the Services to build a competing product or to benchmark for that purpose without our written consent.
7. Artificial-intelligence output and human review
The Services use large language models and related technologies to generate output and to decide and take actions. Such output and actions may be inaccurate, incomplete, or otherwise unsuitable, and do not constitute legal, financial, medical, or other professional advice.
To manage this, the Services provide human-in-the-loop approval: by default, consequential actions — such as sending email, sharing memory, writing to external systems, running a command on your device, or submitting a web form — require explicit approval before they are carried out, including within autonomous runs. Certain low-risk or internal actions are not separately gated, and an administrator can adjust or, for incident-response purposes, disable the approval control; disabling it causes actions to execute without prior approval. You are responsible for reviewing agent output and proposed actions before relying on or approving them, for the actions you or your authorized users approve, and for your configuration of the approval controls. Output may not be unique and may resemble output generated for other users.
8. Third-party services and integrations
The Services may integrate with or link to third-party services (such as Google Workspace, Microsoft 365, Slack, Notion, Box, and GitHub). Your use of a third-party service is governed by that provider's own terms and privacy policy, and CarveAI is not responsible for third-party services or their availability, accuracy, or practices. By connecting a third-party service, you authorize CarveAI to access and use the associated data as described in our Privacy Policy and to take the actions described in Section 2, and you represent that you have the right to grant that access. You may disconnect an integration at any time.
9. Fees and payment
Fees, if any, are set forth in your organization's order form or written agreement with CarveAI. Unless otherwise stated, fees are non-refundable, exclusive of taxes, and payable in U.S. dollars. We may suspend or limit access for non-payment. If no separate agreement applies, portions of the Services may be provided at no charge and may be modified or discontinued at our discretion.
10. Services management
We reserve the right, but are not obligated, to monitor the Services for violations of these Terms, take appropriate legal action, refuse or restrict access, and otherwise manage the Services to protect our rights and facilitate proper functioning. We may remove or disable content we reasonably believe violates these Terms or applicable law.
11. Term and termination
These Terms remain in effect while you use the Services. You may stop using the Services at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, if required by law, or to protect the Services or other users; your organization's administrator may also terminate or modify your access. Upon termination, the licenses granted to you cease, and we will handle Your Data as described in our Privacy Policy. Provisions that by their nature should survive termination (including ownership, disclaimers, limitations of liability, and indemnification) will survive.
12. Modifications and interruptions
We may change, suspend, or discontinue the Services (in whole or in part) at any time, and we are not liable for any modification, suspension, or discontinuance. We do not guarantee the Services will be available at all times; interruptions, delays, or errors may occur, and we are not liable for any loss arising from your inability to access or use the Services during any downtime.
13. Disclaimer of warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CARVEAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CARVEAI MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY OUTPUT OR AGENT ACTION WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSE.
14. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, CARVEAI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY ACTION TAKEN BY AN AGENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CARVEAI'S TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
15. Indemnification
You agree to defend, indemnify, and hold harmless CarveAI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Data or the data sources, systems, or devices you connect; (b) your use of the Services, including actions taken by an agent that you authorized, enabled, or approved; (c) your violation of these Terms; or (d) your violation of any law or the rights of a third party. We may assume the exclusive defense of any matter subject to indemnification by you, and you agree to cooperate.
16. Governing law
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17. Dispute resolution
Before filing a claim, you agree to try to resolve the dispute informally by contacting us at demo@carveaiagent.com; the parties will attempt in good faith to resolve the matter within sixty (60) days. Subject to any separate written agreement between your organization and CarveAI, you agree that the state and federal courts located in Delaware have exclusive jurisdiction over any dispute not resolved informally, and you consent to personal jurisdiction and venue there. Any cause of action must be commenced within one (1) year after it arises.
18. Electronic communications and signatures
By using the Services, you consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You consent to the use of electronic records and signatures.
19. Miscellaneous
These Terms, together with any order form or written agreement between your organization and CarveAI and our Privacy Policy, constitute the entire agreement between you and CarveAI regarding the Services. Our failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary. You may not assign these Terms without our prior written consent; we may assign them freely. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.
20. Contact us
To resolve a complaint or ask questions about the Services, contact us at demo@carveaiagent.com, or by mail to CarveAI, Inc., Attn: Legal.