Terms of Service

Last updated: April 2026

Draft — Pending Attorney Review.These Terms of Service are a working draft intended to describe how the Platform is currently operated. They do not constitute legal advice and have not yet been finalized by qualified counsel. Customers with specific legal requirements should request a negotiated Master Subscription Agreement (MSA) from contact@off-grid-flow.com.

1. Acceptance of Terms

By accessing or using OffGridFlow ("the Platform," "we," or "OffGridFlow"), you ("Customer" or "you") agree to be bound by these Terms of Service and the Privacy Policy. If you do not agree to any part of these terms, you must not use the Platform.

2. Description of Service

OffGridFlow provides carbon accounting software that calculates greenhouse gas emissions (Scope 1, 2, and 3) and generates draft compliance reports aligned with regulatory frameworks including CSRD / ESRS E1, SEC Climate Disclosure, California SB 253, EU CBAM, and IFRS S2. The Platform applies the methodology documented in our public Methodology Library, which is versioned and timestamped.

3. Account Registration

You must provide accurate, complete information when creating an account. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us immediately at contact@off-grid-flow.com of any unauthorized access. You must be at least 18 years old and authorized to bind your organization.

4. Subscriptions, Billing, and Refunds

Paid subscriptions are billed annually in advance via Stripe. Prices are as published on our pricing page at the time of purchase. By subscribing you authorize OffGridFlow to charge the payment method on file for the subscription term.

Refund policy. Annual subscriptions include a 14-day refund window from the date of initial purchase. After 14 days, annual subscriptions are non-refundable. Renewal charges are non-refundable. You may cancel at any time; access continues through the end of the current billing period. Fees for partial periods are not prorated.

Chargebacks. You agree to contact us at contact@off-grid-flow.com before initiating a chargeback. Chargebacks initiated without first contacting support may result in immediate account suspension and recovery of the charged amount plus processing fees.

5. Your Data and License Grant

You retain all ownership of emissions data, reports, and other content you upload ("Customer Data"). You grant OffGridFlow a limited, non-exclusive, worldwide license to host, process, and display Customer Data solely to provide the Platform. OffGridFlow will not sell, rent, or use Customer Data for advertising, training third-party models, or any purpose beyond delivering the contracted services.

You represent that you have all necessary rights to upload Customer Data and that such data does not infringe any third-party rights or violate applicable law.

6. Acceptable Use

You agree not to: (a) reverse engineer, decompile, or attempt to extract source code; (b) interfere with or disrupt the Platform or other users; (c) introduce malware, viruses, or harmful code; (d) use the Platform to violate any law or regulation; (e) scrape, harvest, or bulk-download data outside published export APIs; (f) resell, sublicense, or provide access to the Platform to third parties without written permission.

7. Accuracy Disclaimer — Not Legal or Audit Advice

OffGridFlow applies the calculation methods documented in its public Methodology Library and verified emission factors from published sources (EPA, IEA, DEFRA, IPCC, GHG Protocol). The accuracy of outputs depends on the accuracy and completeness of the input data you provide.

OffGridFlow is a calculation and reporting tool only. It is not a substitute for professional audit, legal, accounting, or regulatory advice. Reports generated by the Platform are drafts. You are solely responsible for reviewing, verifying, and independently validating all outputs before submission to any regulatory body, auditor, board, investor, or other stakeholder. OffGridFlow does not guarantee that any report will be accepted by any regulatory body or third party.

8. Warranty Disclaimer — Service Provided "AS IS"

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, OffGridFlow disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and title.

OffGridFlow does not warrant that the Platform will be uninterrupted, error-free, secure against all threats, or that defects will be corrected. No oral or written statement obtained from OffGridFlow creates any warranty beyond those in these Terms.

No uptime guarantee. OffGridFlow publishes a live system status page and strives for high availability, but we do not guarantee specific uptime percentages unless expressly agreed in a signed Service Level Agreement (SLA).

9. Limitation of Liability

To the maximum extent permitted by applicable law, OffGridFlow's total aggregate liability arising from or related to these Terms or the Platform shall not exceed the greater of (a) the fees actually paid by Customer to OffGridFlow in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

In no event shall OffGridFlow be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any lost profits, lost revenue, lost data, business interruption, or regulatory fines, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

These limitations apply regardless of the failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the smallest amount permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless OffGridFlow, its officers, employees, contractors, and affiliates from any third-party claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from (a) your breach of these Terms; (b) your use of the Platform in violation of law; (c) the content, accuracy, or legality of Customer Data; or (d) your submission of Platform outputs to any regulatory body or third party.

11. Third-Party Subprocessors

OffGridFlow uses the subprocessors listed in the Privacy Policy to operate the Platform, including Stripe (payments), Railway (hosting), SendGrid (email), and Google (analytics and ads). These providers process data under their own terms and agreements; OffGridFlow contracts with each to maintain appropriate security and confidentiality.

12. Service Modifications

OffGridFlow may update, improve, or modify the Platform from time to time, including adding or removing features. Material changes that adversely affect paid customers will be communicated with reasonable notice via email or in-app notification. If OffGridFlow discontinues a paid feature during a subscription term, you may request a prorated refund of fees attributable to the discontinued feature.

13. Termination

Either party may terminate the agreement at any time. OffGridFlow may suspend or terminate accounts that violate these Terms, expose the Platform to legal risk, or fail to pay. Upon termination, you may export Customer Data for thirty (30) days via the governance export endpoint; after that period, data will be permanently deleted in accordance with the retention policy published in the Trust Center.

14. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, acts of war or terrorism, labor disputes, internet or telecommunications outages, government actions, or epidemics.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules. The parties agree to attempt in good faith to resolve any dispute informally for thirty (30) days before initiating formal proceedings. Any unresolved dispute shall be brought exclusively in the state or federal courts located in Sacramento County, California, and both parties consent to personal jurisdiction there.

Draft note: An arbitration clause and class-action waiver may be added subject to attorney review. Customers acquiring the Platform through an executed MSA may negotiate governing law and venue.

16. Changes to These Terms

OffGridFlow may update these Terms from time to time. We will post the updated Terms with a revised "Last updated" date. For material changes, we will provide notice via email or in-app notification at least thirty (30) days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance.

17. Severability and Entire Agreement

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable. These Terms, together with the Privacy Policy and any executed order form or MSA, constitute the entire agreement between the parties regarding the Platform.

18. Contact

Questions about these Terms: contact@off-grid-flow.com