Terms of Service

By accessing or using the Opti-Carbon platform (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

**Age Requirement:** You must be at least 18 years old to use the Service.

**Authority:** If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

Opti-Carbon is a cloud-based Software-as-a-Service (SaaS) platform provided by Modus for:

• ESG (Environmental, Social, and Governance) reporting • Carbon footprint measurement and management • Greenhouse gas emissions tracking across Scopes 1, 2, and 3 • CSRD compliance and regulatory reporting • Data analytics and visualization

The Service is provided "as is" and we reserve the right to modify, update, or discontinue features with reasonable notice.

**Account Creation:** You must provide accurate, complete, and current information during registration.

**Credentials:** You are responsible for maintaining the confidentiality of your account credentials (username and password).

**Account Activity:** You are responsible for all activities that occur under your account, whether or not authorized by you.

**Unauthorized Access:** Notify us immediately at biuro@paszportenergetyczny.com if you suspect unauthorized access to your account.

**Account Sharing:** Accounts are for individual use only. Sharing accounts or credentials is prohibited.

**Suspension:** We reserve the right to suspend or terminate accounts that violate these Terms or engage in suspicious activity.

**Permitted Uses:** You may use the Service for lawful ESG reporting, emission tracking, and compliance documentation.

**Prohibited Uses - You may not:**

• Violate any laws, regulations, or third-party rights • Attempt unauthorized access, security testing, or reverse engineering • Interfere with or disrupt the Service operation or infrastructure • Submit malicious code, viruses, or harmful content • Use the Service for fraudulent purposes or misrepresentation • Abuse API limits or engage in excessive automated queries • Resell, sublicense, or redistribute the Service without authorization • Use the Service to compete with Modus or develop competing products • Scrape, harvest, or collect data from other users • Impersonate others or create false accounts

Violations may result in immediate account termination and legal action.

**Modus IP:** The Opti-Carbon platform, including software, design, trademarks ("Opti-Carbon", "Modus"), logos, documentation, and content, is owned by Modus and protected by intellectual property laws.

**User Data:** You retain all ownership rights to the data you upload or generate using the Service ("User Data").

**License Grant to Modus:** By using the Service, you grant Modus a limited, non-exclusive, worldwide license to process, store, and display your User Data solely for the purpose of providing the Service to you.

**Feedback:** Any feedback, suggestions, or ideas you provide about the Service become the property of Modus, and we may use them without obligation or compensation to you.

**Restrictions:** You may not copy, modify, distribute, sell, or create derivative works from the Service or its components without our prior written consent.

**Privacy Policy:** Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal data.

**Data Accuracy:** You are responsible for the accuracy and completeness of the data you input into the Service.

**Data Backup:** We maintain regular backups, but we recommend you maintain your own backups of critical data.

**Data Export:** You may export your data at any time using the platform's export features.

**Data Deletion:** Upon account termination, your User Data will be deleted within 30 days, except where longer retention is required by law.

**Confidentiality:** We will maintain the confidentiality of your User Data and will not disclose it to third parties except as described in our Privacy Policy or as required by law.

**Availability:** We strive to provide reliable, continuous service but cannot guarantee uninterrupted access.

**Maintenance:** Scheduled maintenance will be announced in advance when possible. Emergency maintenance may occur without notice.

**Support:** Support is available via email at biuro@paszportenergetyczny.com during business hours (Monday-Friday, 9:00-17:00 CET).

**Response Times:** We aim to respond to support requests within 2 business days but do not guarantee specific response times.

**No SLA Guarantees:** These Terms do not constitute a Service Level Agreement (SLA). Custom SLAs may be negotiated in separate enterprise agreements.

**Subscription Plans:** The Service may be offered under various subscription tiers with different features and pricing.

**Payment Terms:** Fees are payable in advance according to the selected billing cycle (monthly or annually).

**Automatic Renewal:** Subscriptions automatically renew unless cancelled before the renewal date.

**Payment Methods:** We accept payment via credit card, bank transfer, or other methods specified during checkout.

**Late Payment:** Failure to pay may result in service suspension or termination.

**Price Changes:** We may modify pricing with 30 days' advance notice. Existing subscribers will be notified via email.

**Refunds:** Refunds are handled on a case-by-case basis. Contact support for refund requests.

**Taxes:** Fees are exclusive of taxes. You are responsible for applicable taxes based on your jurisdiction.

We reserve the right to:

• Modify, update, or discontinue features or functionality • Change system requirements or technical specifications • Update integrations with third-party services • Improve security and performance

**Notice of Changes:** We will provide reasonable notice of material changes via email or platform notification.

**Continued Use:** Your continued use of the Service after changes constitutes acceptance of the modified Terms.

**"AS IS" Service:** THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

**No Regulatory Advice:** The Service provides tools for ESG reporting and emissions tracking but does not constitute legal, financial, or regulatory advice. You are responsible for ensuring your use of the Service complies with applicable laws and regulations.

**Data Accuracy:** While we provide emission factors and calculation tools based on recognized standards (DEFRA, GHG Protocol, IPCC), we do not guarantee the accuracy, completeness, or suitability of results for your specific regulatory requirements.

**User Verification:** You must independently verify all calculations and reports generated by the Service before submission to regulatory authorities or publication.

**Third-Party Data:** Emission factors and data sources are provided by third parties. We are not responsible for errors or changes in third-party data.

**No Uptime Guarantee:** We do not guarantee that the Service will be available at all times or free from errors, bugs, or interruptions.

**Indirect Damages:** TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**Liability Cap:** Our total aggregate liability to you for any claims arising from or related to these Terms or the Service shall not exceed the fees paid by you in the 12 months preceding the claim.

**Exceptions:** Liability limitations do not apply to: • Gross negligence or willful misconduct • Death or personal injury caused by our negligence • Fraud or fraudulent misrepresentation • Violations that cannot be limited by applicable law

**Allocation of Risk:** The fees you pay reflect the allocation of risk set forth in these Terms. The limitations of liability are fundamental elements of the agreement between you and Modus.

You agree to indemnify, defend, and hold harmless Modus, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your breach of these Terms • Your violation of any law, regulation, or third-party rights • Your User Data or use of the Service • Infringement of intellectual property rights • Negligence or willful misconduct in your use of the Service • Third-party claims arising from your emissions reports or regulatory filings

This indemnification obligation survives termination of these Terms.

**By You:** You may terminate your account at any time through the platform settings or by contacting support.

**By Modus:** We may suspend or terminate your account immediately if you: • Breach these Terms • Engage in illegal activity or fraud • Fail to pay fees (after reasonable notice) • Abuse the Service or harm other users • Create security risks

**Effect of Termination:** • Your access to the Service will be revoked • You will lose access to your account and data • You may export your data within 30 days of termination (if account is in good standing) • Fees paid are non-refundable except as required by law • Provisions regarding intellectual property, indemnification, limitation of liability, and dispute resolution survive termination

**Governing Law:** These Terms are governed by the laws of Poland, without regard to conflict of law principles.

**Jurisdiction:** Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Warsaw, Poland.

**EU Consumer Rights:** If you are a consumer in the European Union, you retain the benefit of any mandatory consumer protection rights under your local law.

**Dispute Resolution Process:** 1. Good-faith negotiation: Parties agree to first attempt to resolve disputes through direct communication 2. Mediation: If negotiation fails, parties may agree to non-binding mediation 3. Litigation: If mediation is unsuccessful or declined, disputes will be resolved through litigation in Polish courts

**Language:** Legal proceedings shall be conducted in Polish, with translations provided as required by law.

**Entire Agreement:** These Terms, together with the Privacy Policy, constitute the entire agreement between you and Modus regarding the Service.

**Severability:** If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.

**No Waiver:** Our failure to enforce any provision of these Terms does not waive our right to enforce that or any other provision in the future.

**Assignment:** You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to any successor or affiliate.

**Force Majeure:** We are not liable for delays or failures in performance caused by events beyond our reasonable control (natural disasters, war, pandemics, internet outages, government actions, etc.).

**Notices:** Notices to you will be sent to the email address associated with your account. Notices to us should be sent to biuro@paszportenergetyczny.com.

**Independent Contractors:** Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

**Third-Party Rights:** These Terms do not confer any rights to third parties.

For questions about these Terms of Service, please contact:

**Email:** biuro@paszportenergetyczny.com

**Address:** Modus Sp. z o.o. ul. Peszteńska 2 lok. 26 03-925 Warszawa, Poland

**Website:** https://paszportenergetyczny.com/