Terms of Service

When you sign up you agree to these Terms and to our Privacy Policy.

We estimate the energy, water, and carbon footprint of your AI usage and ask for a recurring contribution intended to fund environmental work that offsets that footprint. Contributions are held by Token Offset and directed to environmental partners we select; partner agreements may specify a designated flow of funds for a particular cohort of users. We may apply a portion of contributions to operating costs, including compensation for people working on Token Offset.

To keep the estimates honest, we retain the offset selections you make and, if you connect a provider admin key, the 90-day usage and cost samples we pull weekly. We use that material to calibrate the bands published on /docs/methodology and may share aggregated, de-identified insights with research, sustainability, and partner initiatives we consider aligned with the platform's mission.

This summary is for convenience only and is not part of the agreement. The rest of this document controls.

"Token Offset," "we," "us," and "our" refer to CMAC Technologies, LLC, a Tennessee limited liability company doing business as Token Offset.

"You" and "your" mean the person or entity that creates a Token Offset account or otherwise uses the service.

To use Token Offset you must be at least 18 years old (or the age of majority in your jurisdiction) and able to enter into a binding contract. By creating an account you confirm that the information you provide is accurate and that you are not prohibited from using the service under applicable law.

You are responsible for activity on your account, including any external AI provider credentials you connect to it and any agent or third-party tool you authorize to act on your behalf. You must keep your email address current; we rely on it for sign-in, security notices, and material changes to these Terms.

By creating an account you agree to these Terms and to the Privacy Policy. We record the version of each document you accepted, the time of acceptance, and limited request metadata for audit purposes.

Token Offset reads metered usage from the artificial-intelligence platform APIs you connect to it (today, Anthropic's Platform / Admin API; other vendors are in development), estimates the environmental footprint of that usage using the constants published on our methodology page, and offers an optional recurring contribution sized to cover that footprint.

The service is in active development and is provided on an evolving basis. Features, dashboards, integrations, pricing, and contribution amounts may change. Estimates of energy, water, and carbon are calculated from public research and vendor disclosures and are inherently approximate; we do not guarantee that any individual estimate corresponds to a specific physical outcome.

Contributions you make through Token Offset are paid to Token Offset. When you make a contribution, you authorize Token Offset to receive, hold, and direct those funds in accordance with these Terms.

Token Offset is in the process of selecting and onboarding environmental partners to receive contributed funds. Until a dedicated environmental partner is engaged for a given category of contribution, Token Offset will hold your contribution as part of its general working balance. You acknowledge that:

• Held funds are not segregated in a trust, escrow, or other fiduciary account on your behalf and may be commingled with other funds of Token Offset.
• Token Offset has sole and ongoing discretion to select, change, add, or remove the partners and projects to which contributed funds (or any portion of them) are ultimately directed, and you irrevocably authorize Token Offset to do so.
• Held funds may be deployed at any time, in any amount, to one or more environmental partners that Token Offset determines, in its sole judgment, are aligned with the purpose of Token Offset, including partners not in existence at the time the contribution was made.
• Token Offset does not guarantee a specific destination, project, vintage, certification, registry, co-benefit, or timing for any contribution.
• Contributions are non-refundable except where required by applicable law. If you believe a contribution was made in error, contact us and we will consider the request in good faith.

From time to time, Token Offset enters into agreements with partner organizations under which all or part of the contributions associated with that partner's users, customers, members, or integration are designated for a specific environmental recipient, project, fund, or category of work identified in the agreement (a "Partner-Directed Flow"). For example, a partner may direct that contributions originating from its users be applied to a named reforestation organization, durable-removal supplier, or similar recipient.

Where a Partner-Directed Flow applies to you, the terms of the applicable partner agreement, as in effect from time to time, govern the destination of those contributions in addition to (and, in the case of a direct conflict, in place of) the general allocation discretion described above. Partner-Directed Flows may be amended, replaced, or terminated; Token Offset will use commercially reasonable efforts to direct affected contributions in a manner consistent with the spirit of the original arrangement, but is not required to obtain your individual consent to any change.

Token Offset is a working business. You acknowledge and agree that Token Offset may retain and apply a portion of any contribution toward the ordinary and reasonable costs of building, operating, maintaining, and growing Token Offset, including without limitation:

• hosting, infrastructure, software, security, and third-party service fees;
• payment processing, banking, accounting, audit, tax, legal, insurance, and other professional services;
• research, measurement, monitoring, reporting, and verification work that supports the methodology;
• marketing, communications, partner development, and customer support; and
• compensation for personnel working on Token Offset, including founders, employees, contractors, advisors, and similar contributors, in amounts that Token Offset determines are reasonable to maintain and grow the business.

Token Offset sets the allocation between operating costs and amounts directed to environmental partners in its sole discretion and may adjust it from time to time. We do not publish a fixed split, and nothing in these Terms obligates us to allocate any minimum percentage of contributions to any particular use.

Token Offset is a for-profit limited liability company and is not a charitable organization. Contributions made through Token Offset are not charitable donations and are not tax-deductible. We do not issue donation receipts. Nothing on Token Offset is tax, legal, accounting, financial, or investment advice. Consult your own qualified advisors.

Token Offset does not represent that any contribution corresponds to a verified carbon credit, a registry-listed offset, an avoided-emissions claim, a removal certificate, or any compliance instrument. You may not represent or claim otherwise on the basis of your use of Token Offset.

When you connect an AI platform API key, you authorize Token Offset to use it solely to read the usage and cost data described in our connections documentation, including weekly refreshes of the trailing 90-day sample for the duration of the connection. You represent that you have the right to connect the credentials you provide and that doing so does not violate the terms of service of the underlying provider or any agreement with your employer or organization.

Provider APIs are operated by third parties. We do not control their availability, completeness, latency, pricing, or data schemas, and the figures shown on your dashboard reflect what those APIs return to us. We are not responsible for losses arising from third-party provider errors, outages, or changes.

Token Offset retains the offset estimate selections you make in the app, the tier band you pick, any custom amount you type, the token-volume assumption used to size your plan, and, when you have a provider connection, the daily token counts and cost figures we sample from the vendor admin API and the running 90-day projection we derive from them. Together, this material is referred to in these Terms as "Estimate Data."

You acknowledge and agree that Token Offset may, in its sole and ongoing discretion, use Estimate Data to:

• operate, secure, and improve the service and bill the correct contribution amount;
• calibrate, refine, and re-publish the environmental coefficients, usage bands, and other estimates shown on /docs/methodology, without notice to you;
• compile and disclose aggregated, de-identified analyses (including statistical distributions, growth and trend indicators, and band-level medians) for research, sustainability, ecosystem, regulatory, journalistic, foundation-model, hyperscaler, ESG-data, and similar recipients that Token Offset, in its sole and ongoing discretion, determines further the platform's environmental mission, including arrangements that are commercial or that involve compensation to Token Offset; and
• produce derivative works, benchmarks, indices, and composite datasets from such aggregated material and to license or distribute them under any terms Token Offset chooses.

You grant Token Offset a worldwide, perpetual, irrevocable, royalty-free, sub-licensable license to use, reproduce, modify, create derivative works of, distribute, and commercialize Estimate Data for the purposes set out above and any other purpose Token Offset determines is consistent with its mission. Where Token Offset shares Estimate Data externally, it will, on a commercially reasonable basis, do so in aggregated or de-identified form that, on its own, is not intended to identify you. Token Offset does not sell directly-identifying personal information about you for third-party marketing. The handling, retention, and individual rights that apply to personal data are described in the Privacy Policy.

You agree not to:

• use Token Offset in violation of applicable law or to facilitate any unlawful activity;
• attempt to access another user's account, data, or connected credentials;
• interfere with, probe, scrape beyond documented APIs, reverse engineer (except as permitted by non-waivable law), overload, or disrupt the service;
• connect credentials you do not have authority to use, or misrepresent the source or ownership of usage data;
• use Token Offset to make any environmental, regulatory, compliance, or marketing claim that is misleading, including double-counting an offset or representing a contribution as a certified credit;
• register an account on behalf of another person without authorization, except as expressly contemplated by the agent integration described in our documentation.

Token Offset, the underlying software, dashboards, methodology documents, brand, name, logo, and other materials are owned by Token Offset or its licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the service for its intended purpose, subject to these Terms. No other rights are granted by implication or otherwise.

You retain ownership of any data you submit or connect to the service. You grant Token Offset a worldwide, royalty-free license to host, process, transmit, and display such data as necessary to operate and improve the service and to produce aggregated, de-identified analytics that do not identify you.

If you send us suggestions, ideas, or feedback, you grant Token Offset a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable license to use, modify, and commercialize that feedback without obligation or attribution.

You may stop using Token Offset and delete your account at any time by contacting us. We may suspend or terminate your access, in whole or in part, at any time and for any reason, including suspected violation of these Terms or any law. On termination the license granted to you ends; sections that by their nature should survive will survive (including those addressing contributions already made, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution).

Contributions already received and applied or designated will not be reversed by termination; held but undeployed funds will continue to be directed in accordance with these Terms and any applicable Partner-Directed Flow.

The service, including all content, data, estimates, and results, is provided "as is" and "as available," without warranty of any kind, express or implied. To the maximum extent permitted by law, Token Offset disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, quiet enjoyment, and any warranty arising out of course of dealing, usage, or trade practice.

We do not warrant that the service will be uninterrupted, secure, error-free, or free of harmful components; that estimates will be accurate; that any environmental outcome will be achieved; or that any third party (including environmental partners) will perform any work funded by a contribution.

To the maximum extent permitted by law, in no event will Token Offset or its officers, members, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated environmental benefit, arising out of or in connection with these Terms or the service, whether based in contract, tort (including negligence), statute, or any other legal theory, even if Token Offset has been advised of the possibility of such damages.

The aggregate liability of Token Offset arising out of or in connection with these Terms or the service will not exceed the greater of (a) the total contributions you made through Token Offset in the twelve months immediately preceding the event giving rise to the claim and (b) one hundred United States dollars (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the limitations above apply to the fullest extent permitted by law.

You will defend, indemnify, and hold harmless Token Offset and its officers, members, employees, contractors, and agents from and against any third-party claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to (a) your use of the service; (b) your breach of these Terms or any applicable law; (c) credentials, content, or data you provide, including provider API keys you are not authorized to connect; or (d) environmental, regulatory, or marketing claims you make based on your use of Token Offset.

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Subject to the arbitration section below, the state and federal courts located in Rutherford County, Tennessee have exclusive jurisdiction over any dispute that is not subject to arbitration, and you consent to that jurisdiction and venue.

Please read this section carefully. It affects your legal rights, including your right to sue in court and to a jury trial.

Any dispute, claim, or controversy arising out of or relating to these Terms or the service (each, a "Dispute") will, at the election of either party, be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (or, for non-consumers, its Commercial Arbitration Rules). Arbitration will take place in Rutherford County, Tennessee, or by video conference at the arbitrator's discretion. The arbitrator's award may be entered in any court of competent jurisdiction.

Class waiver. Disputes will be brought on an individual basis only. You and Token Offset waive any right to participate in a class, collective, consolidated, or representative action. If a court determines that this class waiver is unenforceable, then the entire Disputes section will be null and void, but the remainder of these Terms will remain in effect.

Either party may bring an individual claim in small-claims court located in Rutherford County, Tennesseefor any Dispute within that court's jurisdiction.

We may update these Terms from time to time. When we make a material change, we will revise the version number and effective date at the top of this page and, where practical, notify you by email or in-product banner. Continued use of the service after the effective date of an updated version constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the service.

We may also ask you to re-accept the Terms in-product before continuing to use Token Offset; the new acceptance will be recorded the same way as your original one.

Entire agreement. These Terms, together with the Privacy Policy and any document we expressly incorporate by reference, constitute the entire agreement between you and Token Offset regarding the service and supersede all prior or contemporaneous agreements on the subject.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law.

No waiver. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor action, pandemic, government action, internet or utility outages, or third-party provider failures.

No agency or partnership. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Token Offset.

Headings. Section headings are for convenience only and do not affect interpretation.

Questions about these Terms? Email legal@tokenoffset.com.