Terms and Conditions

Part 1 — General Provisions

Applies to all payments.

1. Who we are; structure of these Terms. These Terms and Conditions ("Terms") are an agreement between you and Offsetra LLC ("Offsetra," operating as "Carbonmark," "we"). Part 1 applies to every payment made to Offsetra. The Schedule matching your transaction also applies: Schedule A (API Credit prepayments) and Schedule B (Marketplace purchases). If a Schedule conflicts with Part 1, the Schedule prevails for that transaction type.

2. Acceptance. You accept these Terms by checking the acceptance box, or clicking a button that states you agree to them (such as "Agree & Pay" or "Accept & Continue"), in a checkout or dashboard flow; for API Credits, you accept once when you set up your account and again when we publish a new version. If you accept on behalf of an entity, you represent that you are authorized to bind it. We keep a record of the Terms version, accepting customer, the acceptance wording shown, and timestamp; the version in effect at the time of a transaction governs that transaction.

3. Payment processing. Payments are processed by Stripe. All amounts are in USD. You authorize the charge to the payment method you provide. Amounts are inclusive of fees shown as line items at checkout or on the invoice, and exclusive of taxes, duties, bank charges, and currency-conversion costs applied by your bank or card issuer, all of which are your responsibility. A payment counts as received when it is confirmed: for card payments, when our payment processor confirms the charge; for bank-transfer payments, only when the funds have cleared, and such amounts may show as pending until then.

4. What a retirement is; finality. Our services consist of procuring and retiring carbon credits and designating your chosen beneficiary; the deliverable is the executed retirement and its record/certificate. You do not take ownership, custody, or delivery of carbon credits, USDC, or any other asset. Executed retirements are permanent and irreversible, including the publicly and permanently visible beneficiary designation. You are solely responsible for the accuracy of your instructions, including quantity and beneficiary details; we cannot reverse, reassign, or re-attribute an executed retirement.

5. Refunds. All payments are final and non-refundable except as stated in this Section. We will: (a) correct billing errors and duplicate charges; (b) refund in full any retirement you paid for that fails to execute due to our failure; and (c) refund where required by applicable law. Beyond (a)–(c), refunds may be granted only in exceptional circumstances, at Offsetra's sole discretion, without obligation or precedent, net of processing costs (including non-returned processor fees and, for Schedule A, the Settlement & Processing Fee), and only to the original payment method.

6. Chargebacks. Contact us at support@carbonmark.com before initiating a payment dispute — execution records and certificates resolve most issues. Disputing amounts properly charged under these Terms is a material breach; we may suspend associated accounts or pending orders, deduct reversed amounts (which may create a recoverable deficit), and contest disputes with proof of delivery.

7. Compliance. You represent that you, and any owner of 25% or more of you, are not subject to sanctions, are not located in an embargoed jurisdiction, and are not transacting for or on behalf of any such person. You consent to screening. We may decline, suspend, freeze, or unwind transactions, accounts, and balances as required by sanctions and export laws, and have no liability for good-faith compliance actions.

8. No advice; your claims. We do not provide legal, tax, accounting, ESG, or regulatory advice, and make no representation about the treatment of any retirement under any law, standard, or claim regime. You are solely responsible for statements and claims you make based on our services (including "carbon neutral" or similar claims) and for their compliance with the laws that apply to you. Project and registry data is sourced from third parties and provided "as is."

9. Disclaimers; liability. Our services are provided "as is" and "as available"; we do not warrant uninterrupted operation and are not responsible for failures of payment processors, banks, card networks, registries, data providers, or public blockchain networks. Section 5(b) still applies to any retirement that permanently fails. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or goodwill. Offsetra's aggregate liability is limited to: for Schedule A, the amounts you paid in the 12 months preceding the claim; for Schedule B, the amount paid for the order giving rise to the claim. Nothing in these Terms excludes or limits liability, or affects statutory rights, that cannot lawfully be excluded or limited, including rights of consumers under the law of their residence.

10. Changes; general. We may update these Terms prospectively; material changes take effect 30 days after notice by email or in-product message, and the version in effect at a transaction governs it. These Terms are governed by the laws of Wyoming, USA, excluding conflict-of-law rules; disputes are resolved in the courts of Wyoming on an individual basis, except that consumers may rely on mandatory forum and dispute rights of their place of residence. If any provision is unenforceable, it is reformed to the minimum extent necessary and the remainder stands. You may not assign these Terms without our consent; we may assign them to an affiliate or in a corporate transaction. These Terms (with the applicable Schedule) are the entire agreement for the payments they describe.

Schedule A — API Credits (prepaid API access)

Applies, in addition to Part 1, when you fund or use Carbonmark API Credits via the developer dashboard.

A1. Business use. API Credits are offered to businesses only. You represent that you are acting as a business entity for business purposes and not as a consumer, and that your account information (including legal name and country) is accurate and kept current.

A2. API Credits. "API Credits" are prepaid, USD-denominated amounts redeemable solely as payment for Carbonmark API services. API Credits are not money, deposits, stored value, or an investment; they are non-transferable, accrue no interest, have no cash value, and do not expire. API Credits represent a contractual right to receive services from Offsetra, not funds held for you. Account limits (maximum top-up, maximum balance, spend limits) are as published in the dashboard or as agreed with us in writing, and may be updated prospectively.

A3. Settlement & Processing Fee. Each top-up is subject to a Settlement & Processing Fee of 3% of the top-up amount, shown as a separate line item and charged in addition to the Credit amount. The Fee covers payment processing, carbon trade settlement, and currency conversion costs incurred in provisioning the services; it applies to every top-up regardless of payment method, is specific to API Credit prepayments, and is non-refundable once charged. Account limits apply to the Credit amount, excluding the Fee.

A4. Auto top-up. If enabled, you expressly authorize Offsetra to charge your saved payment method for the configured amount (plus the Fee) whenever your balance falls below your configured threshold, without further action, until you disable the feature in the dashboard.

A5. Spending API Credits. API Credits are consumed by instructing retirements via the API. Prices are determined at execution; quotes are indicative; a temporary hold (quote plus buffer) may be placed on your balance, with the unused portion released at settlement. We set maximum spend limits per API key and per account based on your plan; you may set lower limits for any key. You are responsible for all activity and Credit spend under your API credentials within those limits, including from credentials that are lost, leaked, or misused, and for keeping them secure.

A6. No refunds of API Credits. For clarity, Section 5 applies to API Credits in full: API Credits are non-refundable, including on account closure or termination, except under Section 5(a)–(c) or at Offsetra's sole discretion.

A7. Suspension. We may suspend credentials immediately if your balance is exhausted or negative, a payment fails or is disputed, our payment processor reports fraud risk on a payment, compliance screening so requires, or misuse is suspected. Read-only endpoints may remain available. Suspension for balance or payment failure lifts automatically on cure. Suspension for fraud risk, compliance or misuse lifts only after our review.

Schedule B — Marketplace purchases (one-off retirements)

Applies, in addition to Part 1, when you buy a carbon retirement through the Carbonmark marketplace. Buyers may be businesses or individuals.

B1. Your order. Your order instructs Offsetra to procure and retire the selected carbon credits with your chosen beneficiary, at the price and quantity displayed at checkout. Your order is accepted when payment is confirmed. If you buy without signing in to a Carbonmark account ("guest checkout"), your retirement is recorded to a public blockchain address Carbonmark creates for the order, and your certificate is available through the link we email you. The email should be kept for your personal or business records. Linking a guest checkout purchase to a Carbonmark account later isn't guaranteed.

B2. Immediate execution; no cancellation window. You expressly request that Offsetra execute your retirement immediately upon payment confirmation, and you acknowledge that: (a) execution is fully automated and typically completes within seconds of payment, so there is no opportunity to cancel an order after payment is made; and (b) where the law of your residence provides a withdrawal or cancellation right for distance purchases, that right lapses once your retirement has been fully executed, to the extent the law permits.

B3. After execution. No refunds are available after a retirement has been executed (Section 4 — retirements are permanent). Section 5(a)–(c) continues to apply: in particular, if your payment is confirmed but your retirement fails to execute, we will refund you in full automatically, and you may place the order again.

B4. Consumers. If you purchase as a consumer, nothing in these Terms limits statutory rights that cannot lawfully be waived. Where the law of your residence provides a withdrawal right that survives execution, we will honor it as that law requires, upon your request. To make a request or raise any other issue with an order, contact support@carbonmark.com.