Terms
Updated August 16, 2026
Terms of Use
Applies to everyone who uses carbonforge.ai. Continued use of the site after the effective date above is acceptance of these Terms of Use.
These Terms of Use cover your use of carbonforge.ai, operated by CarbonForge Systems Inc., 6666, rue Saint-Urbain, Montréal (Québec) H2S 3H1, Canada. Using our software is a separate matter, governed by the Terms of Service below or a signed agreement.
A1. Browse the site and use its content to evaluate our products and for your internal business purposes. Do not scrape it at scale, harvest contact data from it, probe or test its security without our written permission, misrepresent who you are, or send malicious code through our forms.
A2. The site's content (text, graphics, logos, benchmark write-ups, blog posts) belongs to us or our licensors. Quote reasonable excerpts with attribution and a link. Our name and logo need our written consent.
A3. Everything here is for information. Performance figures we publish were measured under the protocols and conditions we state; results differ in other environments. Nothing on this site is an offer, a warranty of results, or professional advice. What binds us for a given customer is in that customer's agreement.
A4. We link to third-party sites we do not control and are not responsible for their content or their privacy practices.
A5. The site is provided "as is". We do not warrant uninterrupted or error-free operation and may change or remove content at any time. To the maximum extent the laws of Québec and the federal laws of Canada permit, we are not liable for loss arising from your use of, or inability to use, this site, except for liability that cannot be limited under article 1474 of the Civil Code of Québec. These Terms of Use do not apply to licensed use of our software, which the Terms of Service govern.
A6. The laws of Québec and the federal laws of Canada applicable in Québec govern these Terms of Use, and the courts sitting in the judicial district of Montréal have exclusive jurisdiction. This page is published in English; we are preparing a French version and will publish it at this address. We may post a new version with a new effective date, and continued use after that date is acceptance.
Terms of Service
Applies only to customers who accept them as described in Section 2 below. If you are only visiting this website, the Terms of Use above are the agreement that applies to you, and nothing in the Terms of Service binds you.
CarbonForge Systems Inc., a Québec corporation with its registered office at 5585, rue Varin, Brossard (Québec) J4W 1E2, Canada ("CarbonForge", "we"), licenses inference energy-optimization software that runs inside your own infrastructure. These Terms of Service govern that licence. The Support & Service Level Policy and the Privacy Policy form part of them. Where we process personal data on your behalf, our Data Protection Addendum applies once signed; ask for it at legal@carbonforge.ai.
In these Terms of Service: the "Software" is what we deliver: container images, compiler and runtime components, plug-ins, locked serving recipe artifacts, tools, and updates. The "Portal" is our hosted web application where you manage your account, licences, and container access keys. Together they are the "Service". The "Customer Environment" is the infrastructure you control and where the Software runs. An "Order Form" is an ordering document that references these Terms and sets your scope, fees, and term. "Documentation" is the usage documentation we publish for the Service, including the telemetry schedule. "You" is the entity named in the Order Form.
"These Terms" below means these Terms of Service, not the Terms of Use above.
2. Acceptance
2.1. You accept these Terms by signing an Order Form delivered with them, or by clicking to accept in a flow that presents them together with the Support Policy and the Privacy Policy through working links. Installing or using the Software does not by itself create acceptance; we give access only after acceptance.
2.2. The person accepting confirms they can bind you. The Service is offered to enterprises only, not to consumers.
2.3. If we have signed a master agreement covering the Service, it governs instead of these Terms. If documents conflict, this order applies: signed master agreement, then the Data Protection Addendum as to personal data, then the Order Form, then these Terms, then the Support Policy, then the Documentation. Preprinted terms on your purchase order have no effect.
3. Licence
3.1. Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the term stated in the Order Form (the "Subscription Term"), to install and use the Software in the Customer Environment for your internal business purposes, up to the number of GPUs stated in the Order Form (the "GPUs under optimization"), and to use the Portal to administer that licence. A GPU stays under optimization while it serves the baseline recipe during a rollback, because monitoring and re-lock remain licensed for it.
3.2. Your employees and contractors ("Authorized Users") may use the Service on your behalf if they are bound by confidentiality obligations at least as protective as Section 10. You are responsible for what they do.
3.3. Where an Order Form says so, you may run the Software to optimize workloads you operate for your own customers. Without that, Section 4(b) applies.
3.4. The Software is licensed, not sold. We and our licensors keep every right not expressly granted.
4. Restrictions
You will not, and will not let anyone else: (a) reverse engineer, decompile, or disassemble the Software or try to derive its source code, models, or training data, except where a mandatory rule of law where you operate says otherwise, and except that you may run security analysis, vulnerability scanning, and SBOM generation on the artifacts we deliver, provided you do not derive source code, models, or training data; (b) sell, resell, rent, lease, distribute, or provide the Service to a third party, or run it as a service bureau for a third party's workloads, unless an Order Form permits it under Section 3.3; (c) use the Service or our confidential information to build something that replicates the Software's energy-optimization functions, subject to the independent-development carve-out in Section 10; (d) remove or alter proprietary notices; (e) circumvent licence control, metering, or telemetry (you may inspect what leaves your environment and run your own egress controls, and if you need nothing to leave you choose Restricted or Air-Gapped Mode under Section 7.3 instead of blocking a licensed mode's transmissions); (f) exceed the GPUs under optimization or other scope limits, in which case we invoice the excess at Order Form rates and that invoicing is our only remedy, provided you did not intentionally conceal it; or (g) share Portal credentials or access keys outside your Authorized Users.
5. Your account and access keys
5.1. You open a Portal account, name at least one administrator, keep your account information accurate, and remove departing Authorized Users.
5.2. You safeguard your Portal credentials and container access keys, do not share them outside your Authorized Users, and tell us without undue delay if you suspect a compromise.
5.3. We may revoke or rotate a credential or key where we have reasonable grounds to suspect compromise or out-of-scope use. We notify you at the same time and issue a replacement promptly, so the measure does not interrupt your production serving. This is separate from suspension under Section 8.3.
5.4. We store authentication secrets hashed or encrypted, limit internal access to people whose role requires it, and host the Portal in Canada. Your account information is personal information; the Privacy Policy governs it.
5.5. When your last Order Form ends, we close the account and revoke the keys. Export your account records first.
6. Deployment, pilots, and your responsibilities
6.1. The Software runs inside the Customer Environment. We do not host your inference workloads, do not require export of your content, and do not access it except where you expressly provide it for support.
6.2. You are responsible for the Customer Environment (hardware, drivers, network, third-party software), for maintaining baseline configurations and backups sufficient to roll back as the Documentation describes, for your content and the rights to process it, and for complying with the laws that apply to you where you operate and where you serve your own customers.
6.3. Results depend on your models, workloads, hardware, and constraints. Section 12 states the only performance warranty. A measured target for a specific deployment exists only if an Order Form states it with its measurement protocol; and where it does, for a pilot, that target binds us.
6.4. Unless an Order Form says otherwise, pilots use shadow or holdout validation with the documented rollback procedure, the licence is limited to the pilot scope, and the Software runs in Restricted Mode.
7. Telemetry, derived data, and your content
In plain terms: the Software sends us an operational log of how our own optimization engine behaved. It never sends your models, weights, prompts, or inference content, and no samples of the data you process. You can choose modes where less, or nothing, leaves your environment. Long term, we keep only aggregated, de-identified signals.
7.1. What it sends. In the default configuration ("Standard Mode"), the Software transmits to us ("Telemetry Data") only: a randomly generated instance identifier; hardware model and configuration, including driver and runtime versions; summary timing measurements at kernel and graph level; summary power and energy readings; optimization recipe metadata the Software generates; pass/fail results of the quality and latency checks configured for the deployment; and error and diagnostic events the Software generates. The telemetry schedule in the Documentation lists the fields inside these categories as at the start of your then-current Subscription Term. During that term we may narrow the schedule; we will not expand it without your written approval.
7.2. What it does not send. Telemetry Data excludes your models, model weights, prompts, inference inputs and outputs, datasets, and source code (together, "Customer Content"). The Software transmits no samples of them, and that exclusion is built into its design, not set by a configuration option either of us can change. Full-resolution measurement traces ("Raw Traces") stay in the Customer Environment in Standard Mode; where a support case or an Order Form calls for them, you send them expressly, they remain Customer Content, and we delete them within ninety days of the case closing. If either of us finds that a transmitted log contains personal information or Customer Content, that party tells the other, and we delete the item within fifteen days and fix the collection.
7.3. Other modes. Where the Order Form says "Restricted Mode", the Software transmits none of the measurement categories in 6.1, only licence-validation and update-check messages and the aggregate metrics the Documentation lists for that mode, and learning runs locally or is off. Where it says "Air-Gapped Mode", the Software transmits nothing; instead, at our written request no more than twice per twelve months, you certify your usage against the Order Form scope in writing.
7.4. Our rights. You grant us a non-exclusive licence to collect, store, and use Telemetry Data during the Subscription Term to provide and support the Service, verify use against your scope, and create "Derived Data", meaning data we derive from Telemetry Data in aggregated, de-identified form that does not identify you or any individual, contains no Customer Content, and cannot reasonably be used to re-identify either. We keep Telemetry Data linked to a specific instance for no more than twelve months, then keep only Derived Data. As between us, we own the Derived Data and may use it without restriction, including to improve our energy models. We apply the aggregation and de-identification measures the Documentation describes, do not attempt to re-identify Derived Data, and will describe those measures in writing on your written request once per twelve months. Our rights in Derived Data survive termination.
7.5. Your rights. As between us, you own the Customer Content. We acquire no right to use it to train or improve our models or products, and no right in it beyond the support access in 5.1 and the Raw Traces handling in 6.2. Any sharing beyond this Section needs your prior written opt-in.
7.6. Continuity and incidents. The Documentation lists the endpoints the Software uses in each mode. If our endpoints or the Portal are unreachable, or we suspend under Section 8.3, the Software keeps operating with its then-current locked recipes and baseline rollback, and licence validation allows offline operation for at least thirty days. We will tell you without undue delay, and within seventy-two hours of confirming it, of a security incident affecting the Portal, your account data, Telemetry Data concerning you, or the integrity of our release channel, with what you reasonably need for your own response.
8. Fees, term, and termination
8.1. You pay the fees in the Order Form, on the schedule it states, within thirty days of the invoice date. Overdue amounts bear simple interest at 12% a year; amounts you dispute in good faith in writing before the due date do not, while we both work to resolve the dispute promptly. Fees exclude taxes other than taxes on our income. Fees are non-refundable except as Sections 12 and 13 provide.
8.2. These Terms run while an Order Form is in effect. Unless the Order Form says otherwise, each Subscription Term renews for a period equal to the initial one, at the then-current rates, unless either of us gives written notice of non-renewal at least thirty days before it ends. Either of us may terminate for a material breach the other does not cure within thirty days of written notice describing it.
8.3. We may suspend your access to the Portal, updates, support, and telemetry processing, on written notice and only while the cause lasts, if your account is more than thirty days overdue excluding disputed amounts, or if your use breaches Section 4 (other than 4(f), which invoicing remedies) or Section 16.1. Suspension does not stop Software already deployed from serving with its current locked recipes and rollback, and we will not withhold security fixes.
8.4. When an Order Form ends, your licence ends: stop using the Service, delete the Software including container images and locked recipes, and certify deletion if we ask. Unless we terminated for your uncured breach, you may give written notice and keep running recipes already in production for up to sixty days, solely to transition off them and without locking new ones, at Order Form rates pro-rated. Accrued fees stay payable; if you terminated for our uncured breach, we refund prepaid fees covering the period after termination. Sections 7.4 (Derived Data), 8, 10, 11, 12, 13, 14, 15, and 16 survive.
9. Support
The Support Policy states what we support, the severity levels, and our response targets. It is a commitment on response times, not on the availability of infrastructure you operate. We make no availability commitment for the Portal; Section 8 of the Support Policy states how we handle Portal unavailability.
10. Confidentiality
Each of us will use the other's non-public information only to perform under these Terms, disclose it only to people who need it and are bound by obligations at least as protective, and protect it with at least the care we use for our own, and no less than reasonable care. This does not cover information that is public through no breach, was lawfully known before disclosure, comes lawfully from a third party without restriction, or is independently developed without using the other's confidential information. If compelled by law to disclose, we tell the other party where lawful and disclose only what is required. On written request we return or delete it, keeping one archival copy subject to this Section. These obligations run during the Subscription Term and for five years after, and for trade secrets as long as they remain trade secrets. A separate signed non-disclosure agreement governs disclosures made under it.
11. Intellectual property and feedback
We and our licensors keep all right, title, and interest in the Service, the Documentation, the telemetry mechanisms, the Derived Data, and our energy-optimization models, including improvements. You keep all right, title, and interest in your Customer Content and your account information. If you send us feedback about the Service, we may use and exploit it without restriction or compensation, and you grant us a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable licence to do so. Feedback does not include your Customer Content or confidential information.
12. Benchmarks and publicity
12.1. You may measure the Service's performance and energy results inside your environment without restriction.
12.2. You will not publish benchmark or comparative performance results about the Service unless the publication discloses the full measurement protocol (hardware, driver and runtime versions, model and workload definition, latency and quality constraints, methodology), and we have consented in writing beforehand. We will not unreasonably withhold consent where the protocol is complete, and consent is deemed given if we do not answer within twenty business days of a protocol-complete submission. This does not restrict your internal use of results, aggregate statements about your own fleet efficiency that do not identify the Service, disclosure to your professional advisers, or disclosure a law applicable to you requires. It applies during the Subscription Term and for two years after.
12.3. Neither of us uses the other's name, logo, or results in marketing, case studies, or public statements without prior written consent.
13. Warranties and disclaimers
13.1. Each of us warrants it has the authority to enter into these Terms. We warrant that for ninety days after each delivery of the Software or an update, the Software will materially conform to the Documentation as at the date of that delivery, and that at delivery it contains no code intentionally designed to damage, disable, or corrupt your environment or content.
13.2. If we breach 12.1, we will repair or replace the Software, or, if we cannot do either within thirty days of your warranty notice, terminate the affected Order Form and refund the prepaid fees covering the period after termination plus the fees paid for the non-conforming delivery in the ninety days before the notice. That is your exclusive remedy and our entire liability for it. The conformity warranty does not cover modifications we did not make, use contrary to the Documentation or these Terms, failures of your environment or of third-party hardware, drivers, or software, or versions other than the current and immediately preceding release.
13.3. Otherwise the Service and Documentation are provided "as is", and we disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, to the maximum extent the laws of Québec and the federal laws of Canada permit.
13.4. What we do not claim. We do not warrant any level of energy reduction, watts-per-token improvement, throughput gain, or cost saving; results vary with models, workloads, hardware, and constraints, and a committed target exists only in an Order Form with its protocol. We hold no third-party security certification such as SOC 2 or ISO/IEC 27001 and do not represent that we do. We do not currently provide a software bill of materials or signed artifacts; Section 4(a) lets you generate your own. Our actual security practices are in the Privacy Policy and, on request, in our security documentation.
14. Indemnification
14.1. We will defend you against a third-party claim that the Software, as we delivered it and used under these Terms, infringes a patent, copyright, or trade secret, and pay the damages finally awarded or agreed in settlement. We may instead procure the right for you to keep using it, modify or replace it so it is non-infringing while materially equivalent, or, if neither is commercially practicable, terminate the affected Order Form and refund prepaid fees covering the period after termination. This does not apply where the claim comes from modifications we did not make, from combining the Software with things we did not provide where the claim would not exist otherwise, from using a version other than the current or immediately preceding release where the current one would avoid the claim, from your Customer Content, or from your specifications. Sections 14.1 and 14.3 are our entire liability and your exclusive remedy for third-party infringement claims.
14.2. You will defend us against a third-party claim to the extent it arises from your Customer Content, your use of the Service in breach of Section 4 or Section 16.1, or your violation of the laws applicable to you in operating your environment and serving your own customers (excluding, each time, the part of a claim arising from the Software as we delivered it or from our breach), and pay the damages finally awarded or agreed in settlement.
14.3. The indemnified party gives prompt written notice, lets the other control the defence and settlement provided no settlement imposes obligations on it beyond payment covered by the indemnity, and cooperates reasonably at the indemnifying party's expense.
15. Limitation of liability
15.1. Neither of us is liable for indirect or consequential loss, lost profits, lost revenue, lost data, or business interruption, even if advised it was possible.
15.2. Each party's total liability under these Terms is limited to the fees paid or payable under the applicable Order Form in the twelve months before the event giving rise to the claim.
15.3. For indemnification obligations under Section 14 and for breach of Section 10, that limit is two times the amount in 14.2 instead.
15.4. None of 14.1 to 14.3 applies to your payment obligations, to your intentional breach of Sections 4(a) to 4(e) or 4(g), or to liability that cannot be excluded or limited under article 1474 of the Civil Code of Québec (intentional or gross fault, and bodily or moral injury), or another mandatory rule of the governing law.
16. Legal terms
16.1. High-risk use. The Service is not designed for environments where failure could cause death, injury, or severe physical or environmental damage. You will not knowingly use it in life-support systems, emergency dispatch, aircraft or air-traffic control, weapons systems, or nuclear facility operation, and where you operate infrastructure for your own customers you will restrict those uses through your own terms.
16.2. Export and sanctions. You represent that, to your knowledge after screening consistent with your sanctions-compliance practices, neither you nor any entity you act for is on a denied-parties list under the Special Economic Measures Act (Canada), the United Nations Act (Canada), or United States export and sanctions laws where they apply to you. You will not export, re-export, or give access to the Service in violation of the Export and Import Permits Act (Canada) or of the export laws of the United States or of your jurisdiction where they apply to you.
16.3. Governing law. The laws of Québec and the federal laws of Canada applicable in Québec govern these Terms, without regard to conflict-of-laws rules. The courts sitting in the judicial district of Montréal, Québec have exclusive jurisdiction; either of us may still seek injunctive relief for breach of Sections 4, 10, or 11 in any competent court.
16.4. Language. These Terms are drawn up in English. We are preparing a French version and will publish it at this address. Until then, we do not offer acceptance of these Terms by online means to a party that would contract as an adhering party in Québec within the meaning of article 1379 of the Civil Code of Québec; with such a party we contract by signed Order Form containing the language provision the parties agree, in accordance with section 55 of the Charter of the French language. For customers outside Québec, the parties confirm they have expressly required these Terms and all related documents to be drawn up in English.
16.5. Changes. We may update these Terms by posting a new version here with a new version number and effective date. We do not publish earlier versions; if you need the version that was in effect on a given date, write to legal@carbonforge.ai and we will send it to you. If you have an active paid Order Form, we will give at least thirty days' email notice of a change that materially reduces your rights or increases your obligations, and it takes effect for you at your next renewal, not during your current term. Otherwise, continued use after the effective date is acceptance.
16.6. Assignment. We may assign these Terms to an affiliate or to a successor in a merger, reorganization, or sale of substantially all assets, with notice to you. If the assignee is a direct competitor of yours, you may terminate the affected Order Form on thirty days' written notice, get a refund of prepaid fees covering the period after termination, and we stop collecting Telemetry Data from your deployments on that notice. You may not assign without our prior written consent, which we will not unreasonably withhold for an assignment to your affiliate or successor that is not a competitor of ours.
16.7. Notices. Legal notices go in writing to legal@carbonforge.ai with a copy to CarbonForge Systems Inc., 5585, rue Varin, Brossard (Québec) J4W 1E2, Canada; to you, at the notice email in the Order Form or your account owner's email. Notice takes effect the first business day after sending by email without a delivery failure. Notices of termination or of an indemnified claim also go by courier or registered mail.
16.8. Force majeure. Neither of us is liable for delay or failure caused by an event that is unforeseeable and irresistible within the meaning of article 1470 of the Civil Code of Québec, including natural disasters, war, and power or network failures outside that party's systems, except for payment obligations. Variations in your workload or traffic are not force majeure. The affected party notifies the other and resumes as soon as reasonably possible.
16.9. General. If a provision is unenforceable, it is modified to the minimum extent needed and the rest stays in effect. A waiver applies only to the instance it was given for, in writing. We are independent contractors; these Terms create no partnership, agency, or joint venture. These Terms, the Order Form, and the documents in Section 2.3 are the entire agreement on their subject matter and supersede prior discussions on it, except a signed non-disclosure agreement, which Section 10 preserves.
Questions: legal@carbonforge.ai. CarbonForge Systems Inc., 6666, rue Saint-Urbain, Montréal (Québec) H2S 3H1, Canada.