Terms and Conditions

1. Agreement to Terms

By creating an account, accessing our website at terralyn.ai, or using Terralyn's platform (together, the "Service"), you enter into a binding agreement with Climate Data Inc., doing business as Terralyn ("Terralyn," "we," "us," or "our") on these Terms and Conditions (the "Terms"). If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization. If you do not agree to these Terms, do not use the Service.

These Terms incorporate by reference our Privacy Policy, our Cookie Policy, our Usage Policy, and, where executed or accepted, our Data Processing Addendum ("DPA") and any services agreement, statement of work, order form, or plan-specific terms, each as updated from time to time as provided in that document or under Section 21. Each of these documents is incorporated into and forms part of these Terms. If your organization has signed a services agreement or statement of work with Terralyn, that document governs the Services and incorporates these Terms for your use of the Service as a client portal. If a signed services agreement, statement of work, or order form conflicts with these Terms, that document governs for that customer.

2. Service Description

Climate Data Inc., doing business as Terralyn, is a sustainability consulting firm. We prepare sustainability reports, disclosures, and related analysis for our clients as a service (the "Services"), and we operate an AI-powered sustainability analyst platform that our team uses to deliver that work and that clients access as their client portal. These Terms govern your access to and use of the platform and the website. The Services themselves are governed by the services agreement or statement of work your organization signs with us, which incorporates these Terms.

3. Eligibility and Accounts

The Service is intended for business and professional use. You must be at least 18 years old and have the legal capacity to enter a contract. Accounts are created by Terralyn for clients and their authorized users as part of an engagement, or as otherwise agreed with us; there is no public self-service signup. Accounts created under our former free plan are covered in Section 4. You are responsible for maintaining the security of your account credentials, for all activity under your account, and for the accuracy of the information you provide. Do not share credentials. Notify us immediately at legal@terralyn.ai of any unauthorized access or use; security reports may also be sent to security@terralyn.ai.

4. Plans, Fees, and Payment

Access
Access to the Service is provided as part of a client engagement under a services agreement, statement of work, or order form agreed with us. Scope, fees, term, and the number of authorized users are set out in that document, and it is incorporated into these Terms. We do not offer public self-service plans or online checkout.

Billing
Fees are invoiced as set out in your services agreement, statement of work, or order form. Invoices are due within 30 days of the invoice date unless that document states otherwise. Fees exclude taxes and duties, which are your responsibility unless we are required to collect them. Where we agree to accept card payment, it is processed by our payment processor.

Enterprise and invoiced plans
Enterprise and other invoiced plans may combine several fee components, each defined in your order form: an annual platform base fee billed in advance for the term; per-seat fees for the number of user seats you purchase or add during the term; and usage credits that meter consumption of the Service. The platform base fee and any prepaid seat fees are billed in advance, while usage credits and overage are billed as set out under "Usage credits and overage." Client workspaces are included within your plan and are not billed on a per-client basis.

Usage credits and overage
Where your plan includes usage credits or metered consumption, the credit amount, the units metered, the conversion rate, and the price of additional consumption are defined in your order form. Unless your order form states otherwise, credits apply within the term and unused credits do not roll over. You may set a hard cap on overage for your account. We will not bill consumption above that cap; once the cap is reached, we may pause metered features or request that you raise the cap or purchase additional credits before consumption continues. If you do not set a cap, overage accrues at the rate in your order form and is invoiced in arrears.

Fair use and rate limits
All engagements are subject to fair-use conditions and rate or volume limits. Fair-use rules are described in the Usage Policy; the limits that apply to you are set out in your services agreement, statement of work, or order form and may be enforced through throttling or temporary limits. We will not reduce an agreed limit mid-term.

Term and renewal
Access runs for the term stated in your services agreement, statement of work, or order form. Where that document provides for automatic renewal, either party may decline renewal by written notice at least 30 days before the renewal date.

Price changes
Agreed fees do not change during a term. Changes to our standard fees apply only to new engagements or at renewal, with at least 30 days' notice by email.

Failed payments
If an invoice is not paid when due, we may suspend access after notice and a reasonable opportunity to pay.

Legacy free accounts
Accounts created under our former free plan before September 2026 may continue to sign in at the login address we provide, without charge, until we give at least 30 days' notice by email that the plan is withdrawn or the account is converted to an engagement. Legacy accounts carry no support or availability commitments, may have features limited or removed, and remain subject to these Terms and the Usage Policy.

5. Beta and Preview Features

We may offer features identified as beta, preview, or early access. These features are provided for evaluation, may be modified or withdrawn at any time without notice, are excluded from any availability expectations, and are provided as is. Feedback on beta features is governed by Section 11.

6. Acceptable Use

You agree not to, and not to permit others to:

• Use the Service for unlawful purposes or in violation of applicable law
• Upload malicious code or harmful content
• Reverse engineer, decompile, or attempt to extract the Service's underlying software, models, system instructions, or knowledge base
• Use the Service, its Outputs (as defined in Section 8), or its knowledge base content to develop, train, fine-tune, evaluate, benchmark, or build a competing product, AI model, emission factor library, or sustainability platform
• Scrape, crawl, or systematically extract data from the Service
• Resell, sublicense, or share access to the Service without our written consent
• Circumvent security measures, authentication, or usage limits
• Misrepresent AI-generated Outputs as solely human-created where disclosure is required by law, professional rule, or contract
• Upload personal data you are not authorized to share
• Violate third-party intellectual property or other rights

These restrictions supplement the Usage Policy, which governs acceptable use in more detail. Violations may result in suspension or termination under Section 17.

7. Customer Data

Ownership
You retain all right, title, and interest in content you upload to, submit through, or generate within the Service, including Vault documents (files stored in the Service's Vault workspace), prompts and chat inputs, attachments, Memory (context the Service retains about your work, as described in the Privacy Policy), Outputs as defined in Section 8, and Deliverables as defined in Section 8 ("Customer Data"). Ownership of Deliverables is governed by your services agreement, as described in Section 8; unless that agreement says otherwise, Deliverables become yours on payment of the applicable fees.

License
You grant Terralyn a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service and to meet legal obligations.

AI training
Terralyn does not use Customer Data to train AI models. Our AI providers do not use Customer Data to train their models, and they retain it only as needed to operate and secure their services, for the limited periods described in Annex A of the DPA. Processing occurs only to deliver the work you request.

Your responsibilities
You represent that you have the rights and any required consents to upload Customer Data and that your uploads do not violate law, contract, or third-party rights. This includes personal data of your own clients, employees, or suppliers that you process through the Service.

Export and deletion
You may export Customer Data through the Service while your engagement is active and for 30 days after it ends. After that period, we delete Customer Data within 180 days, subject to backup rotation and any retention required by law, as described in the Privacy Policy and the DPA.

8. AI-Generated Outputs

The Service uses artificial intelligence, including large language models, to generate responses, documents, and other materials ("Outputs"). When you interact with the Service, you are interacting with an AI system.

Ownership
Subject to these Terms, Outputs generated from your inputs and Customer Data belong to you. You may use, copy, and distribute your Outputs. You are responsible for ensuring your use of Outputs does not violate law or third-party rights.

Accuracy
Outputs are generated probabilistically and may contain errors, omissions, or outdated information. You are responsible for reviewing and validating Outputs before relying on them, including before any use in regulatory filings, public disclosures, investor communications, or business decisions.

Human review
A qualified person should review Outputs before use in consequential decisions. You will not use the Service as the sole basis for an automated decision that produces a legal or similarly significant effect on an individual. You may request human review of Outputs and opt out of certain features where feasible by contacting privacy@terralyn.ai.

Non-exclusivity
Similar inputs from other customers may produce similar Outputs. Your rights in your Outputs do not restrict Outputs generated for others.

Not professional advice
The Service is a software tool. Outputs are not legal, accounting, audit, assurance, tax, or regulatory advice. Consult a qualified professional for those matters.

Deliverables prepared under the Services
Where Terralyn prepares a report, disclosure, or other work product for your organization under a services agreement or statement of work ("Deliverables"), a qualified member of the Terralyn team reviews and approves it before delivery. Deliverables are prepared with the assistance of the Service and may contain AI-generated content that Terralyn has reviewed. Ownership, acceptance, and permitted use of Deliverables are set out in the services agreement; unless it says otherwise, Deliverables belong to your organization on payment of the applicable fees, and Terralyn retains its methods, templates, skills, knowledge base, and know-how. Your organization holds editorial responsibility for anything it publishes, files, or submits, and is responsible for the accuracy and completeness of the data it provides. Deliverables are not audited, assured, or verified, and are not legal, accounting, audit, assurance, tax, or regulatory advice.

9. Third-Party Services

The Service relies on third-party providers, including AI model providers, cloud infrastructure, payment processing, and optional integrations you choose to enable. The categories and, where applicable, named providers are listed in the DPA. Your use of an integration is subject to that provider's terms. Terralyn is not responsible for the availability or performance of third-party services.

10. Intellectual Property

Terralyn and its licensors retain all right, title, and interest in the Service, including software, models, workflows, knowledge bases, templates, documentation, and the Terralyn name and marks. Except for the rights to Outputs granted in Section 8, nothing in these Terms transfers Terralyn intellectual property to you.

11. Feedback

If you provide suggestions or feedback about the Service, you grant Terralyn a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without restriction or compensation.

12. Aggregated and De-identified Data

We may collect and use aggregated, de-identified data about use of the Service (such as feature usage and performance metrics) to operate, secure, and improve the Service, as described in the Privacy Policy. This data does not include Customer Data content and cannot reasonably be used to identify you.

13. Service Availability and Support

We aim for high availability but do not guarantee uninterrupted or error-free operation. Planned maintenance will be communicated in advance where practical. Support channels are set out in your services agreement, statement of work, or order form. Beta and preview features are excluded from any availability expectations.

14. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except as needed to perform obligations under these Terms or as required by law. Customer Data is your confidential information. Confidential information does not include information that is public, independently developed, or lawfully obtained from a third party without a duty of confidentiality.

15. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, labor disputes, utility or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party will notify the other promptly and use reasonable efforts to mitigate the impact.

16. Disclaimers

THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRALYN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION.

OUTPUTS ARE NOT PROFESSIONAL ADVICE. YOU BEAR SOLE RESPONSIBILITY FOR RELIANCE ON THE SERVICE OR OUTPUTS.

17. Term, Suspension, and Termination

These Terms apply while you use the Service. We may suspend or terminate your account (a) for material violation of these Terms, after notice and a reasonable opportunity to cure where practical, (b) for non-payment, (c) to address a security risk or legal requirement, or (d) if we discontinue the Service, in which case we will provide reasonable notice and a pro-rata refund of prepaid fees for the unused period.

On termination or expiry, your access ends and data export and deletion follow Section 7. Sections that by their nature survive termination will survive, including Sections 7, 8, 10, 11, 12, 14, 16, 18, 19, 20, and 22.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRALYN'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO TERRALYN IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED US DOLLARS (USD 100). TERRALYN IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. WHERE A JURISDICTION DOES NOT ALLOW A PARTICULAR LIMITATION, OUR LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW. WHERE A SIGNED SERVICES AGREEMENT OR STATEMENT OF WORK SETS A DIFFERENT LIMITATION FOR THE SERVICES, THAT LIMITATION APPLIES TO CLAIMS RELATING TO THE SERVICES.

19. Indemnification

By you
You will indemnify, defend, and hold harmless Terralyn and its officers, directors, employees, and agents from third-party claims and related costs (including reasonable attorneys' fees) arising from your use of the Service, your Customer Data, your violation of these Terms or applicable law, or your use of Outputs or Deliverables in regulatory filings, public claims, or obligations to third parties.

By Terralyn
Terralyn will defend you against third-party claims alleging that the Service, as provided by Terralyn and used in accordance with these Terms, infringes a third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Outputs, combinations of the Service with items not provided by Terralyn, or use in violation of these Terms. If the Service is subject to an infringement claim, Terralyn may modify it, procure the right for you to continue using it, or terminate the affected portion with a pro-rata refund of prepaid fees. This section states Terralyn's entire liability and your exclusive remedy for infringement claims.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, USA, without regard to conflict of law principles.

Arbitration
Except for claims seeking injunctive relief for intellectual property or confidentiality violations, and claims eligible for small claims court, disputes arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in San Francisco, California. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver
To the fullest extent permitted by law, disputes will be resolved on an individual basis, and neither party may bring or participate in a class, collective, or representative action. If this waiver is found unenforceable as to a claim, that claim will proceed in court and the remainder in arbitration.

Limitations period
Any claim arising out of or relating to these Terms must be brought within one year after it accrues, unless a longer period is required by law.

21. Modifications to These Terms

We may update these Terms prospectively. For material changes, we will give at least 30 days' notice by email or in-product notification before the changes take effect, unless a shorter period is required by law or to address a security or legal risk. Non-material changes take effect when posted with a new "Last Updated" date. Continued use after the effective date constitutes acceptance. If you do not accept a change, stop using the Service before it takes effect and, if your organization is a client, tell us in writing.

22. General

Entire agreement
These Terms, together with the documents they incorporate, are the complete agreement between the parties on this subject and supersede prior agreements.

Severability
If a provision is unenforceable, the remainder continues in effect.

No waiver
Failure to enforce a provision is not a waiver.

Assignment
You may not assign these Terms without our written consent. Terralyn may assign these Terms in connection with a merger, acquisition, or sale of assets.

Independent contractors
The parties are independent contractors; no agency, partnership, or joint venture is created.

Notices
We may give notice by email to your account address or through the Service. Notices to Terralyn go to legal@terralyn.ai.

Export compliance
You represent that you are not located in a country subject to a US government embargo and are not on any US government restricted-party list, and you will not use the Service in violation of US export control or sanctions laws.

US Government rights
The Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, licensed to US Government users only as commercial items with the rights granted to all other customers under these Terms.

23. Contact

Climate Data Inc. (DBA Terralyn)

• Address: 3001 Bishop Dr., Suite 300, San Ramon, CA 94583 US
• Legal: legal@terralyn.ai
• Privacy: privacy@terralyn.ai
• Website: https://terralyn.ai