Lite – Terms & Conditions

These SaaS Terms and Conditions (“Agreement”) govern Customer’s access to and use of Company’s hosted software and related services (the “Services”).

By creating an account, clicking “accept”, or using the Services, Customer agrees to be bound by this Agreement.

1. Access to the Services and Support

1.1 Access. Subject to this Agreement and any applicable online sign-up or order form, Company will make the Services available to Customer on a subscription basis and will use commercially reasonable efforts to operate the Services in a manner that minimizes errors and interruptions.

1.2 Service Availability.
Customer acknowledges and agrees that:

• The Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or other causes beyond Company’s reasonable control (including outages or failures of third-party hosting providers, internet service providers, utilities, or other suppliers).

• Company does not provide any guaranteed uptime, service level agreement, or service credit remedy under this Agreement.

1.3 Support.

• Company will provide technical support to Customer via live chat, telephone, and e-mail on weekdays during the hours of 9:00 am through 7:00 pm Eastern Time, excluding U.S. Federal Holidays (“Support Hours”).

• Customer may open a helpdesk ticket during Support Hours by emailing support@northstarcarbon.com.

• Company will use commercially reasonable efforts to respond to helpdesk tickets within one (1) business day.

2. Customer Responsibilities and Acceptable Use

2.1 Account Security. Customer is responsible for:

• Maintaining the confidentiality of all account credentials (including admin and user passwords);

• All activities that occur under Customer’s accounts, whether or not authorized by Customer; and

• Implementing appropriate security measures on systems and devices used to access the Services.

2.2 Equipment and Connectivity. Customer is responsible for obtaining and maintaining all equipment, software, and internet access required to use the Services.

2.3 Acceptable Use. Customer will:

• Use the Services only in accordance with this Agreement and all applicable laws and regulations;

• Not use the Services to store or transmit malicious code, unlawful content, or content that infringes, misappropriates, or violates any third-party rights;

• Not attempt to gain unauthorized access to the Services or related systems;

• Not interfere with or disrupt the integrity or performance of the Services.

2.4 Prohibited Actions. Customer will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services;

• Modify or create derivative works based on the Services;

• Use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, except as expressly permitted in writing by Company;

• Remove, alter, or obscure any proprietary notices on or in the Services.

2.5 Responsibility for Data and Outputs.
Customer is solely responsible for:

• The accuracy, quality, and legality of all data submitted to the Services (“Customer Data”); and

• Any decisions, actions, reports, targets, or compliance steps taken based on the outputs or insights generated by the Services.

Customer understands and agrees that the Services are tools to assist with tracking, analyzing, and reporting data (including environmental, carbon, and related metrics) and do not constitute legal, financial, accounting, environmental, or other professional advice.

3. Confidentiality and Data

3.1 Confidential Information. “Confidential Information” means non-public business, technical, or financial information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or reasonably understood to be confidential. Customer Data and all non-public information about the Services are Confidential Information.

3.2 Confidentiality Obligations. The Receiving Party will:

• Use Confidential Information solely to perform its obligations and exercise its rights under this Agreement;

• Not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who need to know it and are bound by obligations at least as protective;

• Use reasonable safeguards to protect Confidential Information.

These obligations do not apply to information that the Receiving Party can document: (a) is or becomes public through no fault of the Receiving Party; (b) was already in its possession without restriction; (c) is rightfully received from a third party without restriction; (d) is independently developed without use of the Disclosing Party’s Confidential Information; or (e) must be disclosed pursuant to law or court order (in which case, where legally permitted, the Receiving Party will give prompt notice to allow the Disclosing Party to seek protective measures).

3.3 Customer Data. As between the parties:

• Customer retains all right, title, and interest in and to Customer Data; and

• Company is permitted to process Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise permitted under this Agreement.

3.4 Aggregated and De-Identified Data. Company may collect and analyze information related to the use and performance of the Services and systems (“Usage Data”) and may use and disclose such information solely in aggregated or de-identified form that does not identify Customer or any individual, including to improve and develop its products and services.

4. Intellectual Property

4.1 Ownership of the Services. Company and its licensors own all rights, title, and interest in and to:

• The Services and any software, technology, templates, documentation, or materials provided by Company;

• Any improvements, enhancements, or modifications thereto; and

• All associated intellectual property rights.

No rights are granted to Customer except as expressly set forth in this Agreement.

4.2 License to Use the Services. During the applicable subscription term, and subject to this Agreement and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer’s internal business purposes.

4.3 Feedback. If Customer provides suggestions, comments, or other feedback relating to the Services (“Feedback”), Company may use and exploit such Feedback without restriction or obligation to Customer, and Customer irrevocably assigns all right, title, and interest in such Feedback to Company.

5. Fees, Billing, and Payment

5.1 Subscription Plans and Fees.
Customer’s access to the Services is provided on a paid subscription basis. The applicable subscription plan, term, and fees are as specified on the Company website, online sign-up flow, or order form (collectively, “Order”).

5.2 Billing via Stripe / Payment Processor.

• Fees are billed and collected through Stripe or another third-party payment processor selected by Company (the “Payment Processor”).

• By providing a payment method, Customer authorizes Company and the Payment Processor to charge all applicable subscription fees, taxes, and any other charges incurred in connection with the Services to Customer’s designated payment method on a recurring basis.

• Customer must keep its payment information accurate and up to date.

5.3 Auto-Renewal.

• Unless otherwise stated in the Order, subscriptions automatically renew for successive terms equal to the initial subscription term (e.g., monthly or annually), at then-current pricing.

• Customer may cancel auto-renewal at any time through the account settings in the Services or by following any instructions specified by Company, provided cancellation occurs before the end of the then-current term.

• Cancellation will take effect at the end of the current billing period; Customer will continue to have access to the Services until that date.

5.4 Non-Refundability.

• Except where required by law or expressly stated otherwise in an Order, all fees are non-refundable and non-cancellable.

• There are no refunds or credits for partial subscription periods, downgrade refunds, or unused Services.

5.5 Taxes. Fees are exclusive of any sales, use, value-added, or other taxes. Customer is responsible for all such taxes associated with its purchases hereunder, excluding taxes based on Company’s net income.

5.6 Late Payments and Suspension.

• If any charge is declined or any invoiced amount is not received when due, Company may, after providing notice, suspend or limit Customer’s access to the Services until the amounts due are paid in full.

• Late amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law), plus any reasonable collection costs.

5.7 Changes to Fees. Company may change subscription fees or introduce new charges by providing advance notice (e.g., via email or through the Services). Changes will be effective at the start of the next renewal term. Continued use of the Services after any fee change becomes effective constitutes acceptance of the new fees.

6. Term and Termination

6.1 Term. This Agreement begins on the date Customer first accesses the Services and continues until all subscriptions under this Agreement have expired or been terminated.

6.2 Termination by Customer. Customer may terminate its subscription at any time through the account settings or other method provided by Company. Termination will be effective at the end of the current paid subscription period, and no refunds or credits will be provided for early termination unless required by law.

6.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or

• Becomes insolvent, enters bankruptcy or receivership, or ceases business operations.

6.4 Effect of Termination. Upon termination or expiration:

• Customer’s right to access and use the Services will cease;

• Customer remains responsible for all fees owed up to the effective date of termination;

• For thirty (30) days following termination, Company will make Customer Data available for export in a commercially reasonable manner. After that period, Company may delete Customer Data, unless a longer retention period is required by applicable law.

6.5 Survival. Sections relating to fees, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and any other provisions intended by their nature to survive, will survive termination or expiration.

7. Warranties and Disclaimers

7.1 Service Efforts. Company will use commercially reasonable efforts, consistent with prevailing industry standards, to provide the Services in a manner that minimizes errors and interruptions and to perform any implementation or onboarding services in a professional and workmanlike manner.

7.2 No Guarantee of Compliance or Results.
Customer acknowledges that:

• The Services are tools to assist with carbon tracking, management, reporting, and target-setting and related analysis;

• Outputs and reports generated by the Services may depend on assumptions, estimates, third-party data, and methodologies;

• The Services do not guarantee any particular result, reduction in emissions, or compliance with any law, regulation, standard, or framework; and

• Customer is solely responsible for ensuring its own compliance with applicable laws, regulations, and industry standards.

7.3 Disclaimer.
Except as expressly stated in this Agreement, the Services and any related services are provided “as is” and “as available”. Company expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Services will be error-free, uninterrupted, or secure, or that they will meet Customer’s requirements.

8. Indemnification

8.1 Customer Indemnity. Customer will indemnify, defend, and hold harmless Company and its officers, directors, employees, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Customer’s use of the Services in violation of this Agreement or applicable law; or

• Any Customer Data or other content submitted by or on behalf of Customer that (i) infringes, misappropriates, or violates any third-party rights, or (ii) violates applicable law.

8.2 Company IP Indemnity.
If a third party claims that the Services, as provided by Company and used by Customer in accordance with this Agreement, directly infringe a valid U.S. patent, copyright, or other intellectual property right, Company may, at its sole option and expense:

• Modify or replace the Services so they are non-infringing and materially equivalent;

• Obtain a license for Customer to continue using the Services; or

• Terminate the affected subscription and refund any prepaid, unused fees for the remaining subscription term.

Company will have no obligation under this Section for claims arising from: (a) use of the Services in combination with products, services, or data not provided by Company; (b) modifications to the Services not made by Company; (c) Customer’s failure to use a new or modified version of the Services offered by Company to avoid infringement; or (d) use of the Services in violation of this Agreement.

9. Limitation of Liability

9.1 Exclusion of Certain Damages.
To the maximum extent permitted by law, neither party will be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages (including loss of profits, revenue, data, goodwill, or business opportunities), whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

9.2 Liability Cap.
Except for: (a) Customer’s payment obligations; and (b) Customer’s indemnification obligations under Section 8, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total amounts actually paid by Customer to Company for the Services under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Basis of the Bargain.
The limitations in this Section 9 are fundamental elements of the basis of the bargain between the parties and will apply even if any limited remedy fails of its essential purpose.

10. Miscellaneous

10.1 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Company’s prior written consent. Company may assign this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

10.2 Entire Agreement. This Agreement, together with any applicable Order, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to its subject matter.

10.3 Amendments. Company may update or modify this Agreement from time to time. For material changes, Company will provide notice (for example, by posting an updated version in the Services or sending an email to the email address associated with Customer’s account). Customer’s continued use of the Services after the effective date of any updated Agreement constitutes acceptance of the updated terms.

10.4 Notices.
Notices to Company must be sent to the address or email designated by Company on its website or in the Services. Notices to Customer may be sent to the contact information associated with Customer’s account and will be deemed received upon delivery or, for email, when transmitted (assuming no bounce-back).

10.5 Governing Law and Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of Florida and the federal laws of the United States applicable therein, without regard to its conflict of law rules. The parties agree that the state and federal courts located in Florida will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party hereby irrevocably consents to such jurisdiction and venue.

10.6 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

10.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely reflects the parties’ original intent.

10.8 No Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.