1. Introduction

These Terms of Service (the “Terms”) govern access to and use of the UtiliPub™ platform, the website at utilipub.com, and the related applications, APIs, and services operated by Flux Tailor LLC (“Flux Tailor,” “we,” “us,” or “our”), a New York limited liability company with its principal place of business in Brooklyn, New York (collectively, the “Services”). By accessing the website, creating an account, or subscribing to the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

UtiliPub™ is proprietary software from Flux Tailor. It is built on URPX, the open Utility Rate Plan Exchange standard maintained under Linux Foundation Energy governance. The URPX standard is open; UtiliPub™ is the commercial toolkit for working with it.

2. The Services

UtiliPub™ is a cloud-based utility rate plan management platform offered as a set of subscription layers: Explorer (a private rate plan library and graphical interface, subscription access to published URPX datasets, file upload with schema conformance checking, JSON-LD export, and multi-user access management); Studio (rate plan authoring, a write API, and metered Transcription Tokens); Calibrator (rate plan validation against bill data on a session-only basis); Library Public and Library Private (organization-level repository services with outbound API and, for Library Public, a public interface and embeddable widgets); and Publisher (regulatory-filing tools). Explorer, Studio, and Calibrator are sold per seat; Library and Publisher are sold per organization. The specific layers, seats, tier, term, and fees for your subscription are set out in your Order Form. Some layers and features are provided on a pre-general-availability (beta) basis, as-is and without service-level commitments; anticipated release dates for layers not yet generally available are indicative only.

3. Accounts and Authorized Users

Access to subscription features requires an account. An “Authorized User” is an individual employee, contractor, or agent you authorize to access the Services under your subscription and who has been issued unique access credentials. A seat is one Authorized User. You are responsible for your Authorized Users’ compliance with these Terms, for keeping access credentials secure, and for all activity that occurs under your account. Access credentials are issued to a specific individual and may not be shared across individuals. Notify us promptly of any suspected unauthorized access.

4. Your Agreement with Flux Tailor

Your subscription is governed by these Terms together with the Order Form for your subscription and, where we process personal data on your behalf, our Data Processing Agreement. The Order Form sets the commercial specifics (layers, seats, tier, term, and fees). In the event of conflict, a fully executed Order Form controls as to its specific subject matter, then these Terms. Enterprise, utility, and government customers may execute a countersigned version of these terms; for self-serve subscriptions, you accept these Terms by electronic click-through at signup. Electronic acceptance and electronic signatures have the same effect as handwritten signatures. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship, and these Terms confer no rights on any third party.

5. License and Restrictions

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-sublicensable (except as stated here), worldwide, non-transferable license during your subscription term to access and use the layers specified in your Order Form for your and your affiliates’ business operations, to publish your rate plan data to the public via the Services as contemplated by the applicable layer, and, if Studio is licensed, to expose your rate plan data via the API. You may permit third-party contractors and consultants to access the Services as Authorized Users on your behalf, provided you remain responsible for their compliance with these Terms.

You will not, and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services, except to the extent this restriction is prohibited by applicable law; modify, adapt, translate, or create derivative works of the Services; remove, alter, or obscure any proprietary notices; use the Services to provide service-bureau, time-sharing, or outsourcing services to third parties (except to publish your own rate plan data to the public as the Services intend); use the Services in violation of applicable law or any third-party rights; access or use the Services to develop or operate a product or service that is substantially similar to and competitive with UtiliPub™; attempt to gain unauthorized access to the Services or related systems, or interfere with the integrity or performance of the Services; transmit any viruses, malware, or other malicious code through the Services; access or use any layer not included in your Order Form; publicly disclose performance testing, benchmarking, or competitive analysis of the Services without our prior written consent; or share access credentials across individuals. Developer access to the UtiliPub™ API is additionally governed by the UtiliPub™ API Terms of Service. You may export your rate plan data in URPX standard format at any time during your subscription term.

6. Fees, Billing, and Payment

Subscription fees are stated in U.S. Dollars, are exclusive of applicable taxes, and are payable in advance as specified in your Order Form. You are responsible for all taxes arising out of your subscription other than taxes based on our net income; if you are tax-exempt, you will provide valid exemption documentation. Payment is due as stated in your Order Form, and past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. We may suspend the Services if your account is more than thirty (30) days past due, without liability for the suspension. Current list pricing is published at utilipub.com/pricing.

Unless your Order Form states otherwise, each Order Form renews for successive one-year terms unless either party gives written notice of non-renewal at any time before the end of the then-current term. We may increase fees at renewal on at least one hundred twenty (120) days’ prior written notice; any increase will not exceed the greater of five percent (5%) or the change in the U.S. Consumer Price Index (All Urban Consumers) over the prior twelve months, except to reflect a change in tier or added layers.

If you reduce the number of Authorized User seats under an annual or multi-year prepaid Order Form during its term, we will automatically refund the pro-rated prepaid fees for the removed seats for the remainder of the then-current term, rather than continue billing for unused seats; this is separate from, and not conditioned on, the refund window in our Refund & Cancellation Policy. This does not shorten the term itself — a multi-year prepaid Order Form remains non-terminable for convenience before the end of the prepaid term (Section 13); reducing seat count and terminating the Order Form early are different things.

Where checkout and payment are offered, payments are processed by a third-party payment provider that acts as our merchant of record. That provider is the seller of record for the transaction: it handles checkout, billing, invoicing, and the calculation, collection, and remittance of applicable taxes, and issues the customer-facing receipt or invoice. Your purchase is also subject to the payment provider’s buyer terms presented at checkout. Refunds and cancellations are governed by our Refund & Cancellation Policy.

7. Your Data and Privacy

As between you and Flux Tailor, you retain all right, title, and interest in the data, content, and information you or your Authorized Users submit to or process through the Services, including rate plan documents and rate plan data (“Customer Data”). We claim no ownership of Customer Data. You grant us a limited, non-exclusive, royalty-free, worldwide license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, maintain, and secure the Services during your subscription term and for thirty (30) days afterward for data export and deletion.

We may generate and use aggregated and anonymized data derived from Customer Data — data aggregated with data from other customers and stripped of information that could reasonably identify you or any individual — to operate, secure, analyze, improve, and develop the Services. You may opt out of the use of such data for the future training of machine-learning models by written notice. You may export Customer Data at any time during your subscription term; after termination we make Customer Data available for export for thirty (30) days and then delete it from our production systems within sixty (60) days, subject to disaster-recovery backups purged in the ordinary course and retention required by applicable law. We implement commercially reasonable administrative, physical, and technical safeguards to protect Customer Data, and we do not access it except to provide the Services, respond to your support requests, or as required by applicable law. Our handling of personal information is described in our Privacy Policy, and where we process personal data on your behalf, our Data Processing Agreement governs that processing.

8. Intellectual Property

As between the parties, we retain all right, title, and interest in and to the Services, UtiliPub™, the Documentation, and all related intellectual property, including all improvements, derivative works, and modifications (other than Customer Data). All rights not expressly granted to you are reserved. The URPX standard itself is an open standard maintained under Linux Foundation Energy governance, and nothing here grants us proprietary rights in the URPX standard. If you provide us suggestions, enhancement requests, or other feedback about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, incorporate, and commercialize that Feedback without attribution or compensation; we will not disclose your confidential information in doing so. We may identify you as a customer (including your name and logo) in our marketing, investor materials, and customer lists, consistent with your then-current brand guidelines if made available; you may opt out of that use by written notice, which we will honor for future materials within thirty (30) days.

9. Warranties and Disclaimers

Each party represents that it has full power and authority to enter into and perform these Terms. We warrant that, during your subscription term: the Services, used in accordance with these Terms and the Documentation, will perform substantially in accordance with the Documentation; we have the rights necessary to grant the licenses above; the Services will not infringe or misappropriate any third-party intellectual property rights; and we will use commercially reasonable efforts to ensure the Services do not contain viruses or other malicious code.

As your sole and exclusive remedy for a breach of the foregoing warranty that the Services will perform substantially in accordance with the Documentation, we will use commercially reasonable efforts to correct the non-conformity within thirty (30) days of your written notice; if we fail to correct a material non-conformity within that period, you may terminate the affected Order Form and receive a pro-rated refund of the prepaid fees for the affected Services.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Rate plan data and community sandbox data may be provided on an as-is basis, and you are responsible for validating data before relying on it, as further described in your Order Form.

10. Indemnification

We will defend you and your affiliates and their officers, directors, employees, and agents against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe or misappropriate that third party’s intellectual property rights, and will pay amounts finally awarded by a court or agreed in settlement approved by us. If the Services become, or are likely to become, subject to such a claim, we may procure the right for you to keep using them, modify or replace them to be non-infringing while preserving substantially equivalent functionality, or, if neither is commercially reasonable, terminate the affected Order Form and refund the pro-rated prepaid fees for the unused portion. We have no obligation for claims arising from Customer Data, your combination of the Services with materials we did not provide, modification of the Services by anyone other than us, or use of the Services in violation of these Terms.

You will defend us and our affiliates and their officers, directors, employees, and agents against any third-party claim arising from Customer Data, your (or your Authorized Users’) use of the Services in violation of these Terms, the UtiliPub™ API Terms of Service, or applicable law, or your violation of third-party rights through your use of the Services, and will pay amounts finally awarded or agreed in settlement approved by you. The party seeking indemnity must promptly notify the other of the claim, give the other sole control of the defense and settlement (no settlement imposing obligations on the indemnified party without its consent), and reasonably cooperate at the indemnifying party’s expense.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. For breach of our data-security and confidentiality obligations, that cap is three (3) times those trailing twelve-month amounts. These caps do not apply to the parties’ indemnification obligations, your payment obligations, either party’s fraud, willful misconduct, or gross negligence, or your breach of the license restrictions or infringement of our intellectual property. The parties acknowledge that these limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

12. Confidentiality

Each party may receive information from the other that is marked or reasonably understood to be confidential, including business plans, technical information, Customer Data, and pricing (“Confidential Information”), excluding information that is or becomes public through no breach, was already rightfully known, is rightfully received from a third party, or is independently developed. The receiving party will protect Confidential Information with at least reasonable care, use it only as necessary to perform under these Terms, and not disclose it except to those with a need to know who are bound by comparable obligations. These obligations continue for three (3) years after termination, and for trade secrets for as long as the information remains a trade secret.

13. Term, Suspension, and Termination

Your subscription runs for the term stated in your Order Form. Either party may terminate an Order Form for the other’s material breach that remains uncured thirty (30) days after written notice (ten (10) days for non-payment); if you terminate for our uncured material breach, we will refund the pro-rated prepaid fees for the terminated Services, calculated from the effective date of termination through the end of the then-current subscription term. We may terminate immediately for a license-restriction breach that cannot be cured. You may terminate an annual Order Form for convenience effective at the end of the then-current term on written notice given any time before the end of that term; multi-year prepaid Order Forms are not terminable for convenience before the end of the prepaid term. We may terminate on ninety (90) days’ notice if we discontinue the Services generally, refunding the pro-rated prepaid fees for undelivered Services. On termination, your licenses end and your right to access the Services ends, subject to the thirty (30)-day data-export period, and any fees accrued but unpaid remain due. Refund eligibility is governed by our Refund & Cancellation Policy.

14. Force Majeure

Neither party is liable for delay or failure to perform an obligation (other than payment obligations) caused by an event beyond that party’s reasonable control — for example, acts of God, war, terrorism, civil unrest, pandemic, governmental action, labor disturbance, internet-backbone failure, or third-party cloud-infrastructure outages. If such an event prevents a party’s performance under an Order Form for more than sixty (60) days, either party may terminate the affected Order Form on written notice, and we will refund the pro-rated prepaid fees for the undelivered Services.

15. Changes to the Services and these Terms

We may update the Services and the Documentation from time to time, provided we will not materially reduce the functionality of a layer you have licensed during your then-current term without your consent. We may update these Terms on renewal by providing notice at least ninety (90) days before renewal; your continued use of the Services after renewal constitutes acceptance of the updated Terms. For the website and general Terms, we will post the updated version with a new “Last Updated” date and, where changes are material, provide reasonable additional notice.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to conflicts-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any action arising out of or related to these Terms. Before commencing litigation, a party will provide written notice of the dispute and the parties will attempt to resolve it through good-faith negotiation between senior executives for thirty (30) days; if unresolved, either party may initiate non-binding mediation administered by JAMS under its then-current Mediation Rules. Nothing here prevents a party from seeking injunctive or equitable relief to protect its intellectual property or Confidential Information. The parties waive trial by jury in any dispute arising under these Terms.

17. General

These Terms, together with your Order Form and any referenced policies, are the entire agreement between the parties on their subject matter and supersede prior negotiations and agreements. Neither party may assign these Terms without the other’s prior written consent, except to a successor in a merger, acquisition, corporate reorganization, entity conversion, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the other party. No failure or delay in exercising a right is a waiver; waivers must be in writing. If any provision is held unenforceable, the remaining provisions continue in full force and the unenforceable provision is reformed to the minimum extent necessary to be enforceable.

18. Contact

Flux Tailor LLC

UtiliPub™ — Brooklyn, New York

Questions about these Terms: utilipub-support@utilipub.com.