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Terms of Service

Last updated: June 24, 2026

Please read these Terms carefully. They govern your use of Carapax Labs and the products we operate, including Spider Portal.

1. Agreement to Terms

These Terms of Service ("Terms") are a binding agreement between you and Carapax Labs LLC ("Carapax Labs," "we," "us," or "our") governing your access to and use of carapaxlabs.com and the products and services we operate, including the Spider Portal platform (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Services.

2. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You are responsible for the accuracy of the information you provide, including phone numbers, and for ensuring you have the right to provide any third-party information you enter.

3. Description of the Services

Carapax Labs builds and operates software products, including Spider Portal, a platform for managing field-distribution operations (inventory, driver assignment, orders, a customer storefront, delivery tracking, and related features). We may add, modify, or remove features at any time. We do not ourselves sell, deliver, or take responsibility for goods that operators choose to manage or sell through the Services.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation.
• Send unsolicited or unlawful messages, or use the Services to harass, defraud, or harm others.
• Upload content that is unlawful, infringing, or that you do not have the right to share.
• Attempt to gain unauthorized access to the Services, other accounts, or our systems.
• Reverse engineer, resell, or sublicense the Services except as expressly permitted.

You are solely responsible for the legality of the products you manage, sell, or deliver using the Services and for compliance with all licensing, tax, and regulatory requirements that apply to your business.

5. SMS / Text Messaging Terms

Program. Carapax Labs, through its products including Spider Portal, sends one-time login passcodes and order-related transactional messages to customers who provide a mobile number to sign in to or order from a store on the platform. This is a transactional messaging program; we do not send marketing or promotional texts.

Message frequency varies based on your activity — you receive a passcode only when you request to sign in, and order updates only when you place an order. Message and data rates may apply.

For help, reply HELP or contact us at contact@carapaxlabs.com. To stop receiving messages, reply STOP at any time; you will receive one confirmation message and then no further messages. One-time passcodes are required to sign in, so opting out may prevent account access.

Carriers are not liable for delayed or undelivered messages.

6. Fees and Payment

Access to certain features may require a paid subscription. Fees, billing intervals, and plan details will be presented to you before you subscribe. Unless stated otherwise, fees are non-refundable except as required by law. Any payments collected from end customers for goods are between the operator and the customer; Carapax Labs is not a party to those transactions.

7. Intellectual Property

The Services, including all software, design, and content we provide, are owned by Carapax Labs and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms. You retain ownership of the content and data you upload, and grant us a license to host and process it solely to provide the Services.

8. Disclaimer of Warranties

The Services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure.

9. Limitation of Liability

To the fullest extent permitted by law, Carapax Labs and its owners will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services. Our total liability for any claim will not exceed the greater of the amount you paid us in the twelve months before the claim, or one hundred United States dollars.

10. Indemnification

You agree to indemnify and hold harmless Carapax Labs and its owners from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of your use of the Services, your content, your products or deliveries, or your violation of these Terms or any law.

11. Termination

You may stop using the Services at any time. We may suspend or terminate your access if you violate these Terms, if required by law, or if necessary to protect the Services or other users. Sections that by their nature should survive termination will survive.

12. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Your continued use after an update constitutes acceptance of the revised Terms.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of New Jersey and applicable United States federal law, without regard to conflict-of-law principles. The state and federal courts located in New Jersey will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

14. Contact Us

Questions about these Terms can be sent by email to contact@carapaxlabs.com.