Terms of Use

These Terms of Use dated 01.11.2022 (hereinafter "Terms of Use") of CO2OPT GmbH, Am Sandtorkai 32, c/o Digital Hub Logistics GmbH, 20457 Hamburg, Germany (hereinafter "CO2OPT"), supplement the terms of our online offers and govern our contractual relationship with you (hereinafter "Customer").
1. Formation of Contract
1.1 To enter into a legally binding contract with CO2OPT, Customer must open a user account (hereinafter "CustomerAccount") by registering on our website https://www.co2opt.com ("Website").
1.2 Eligibility for registration is limited to commercial enterprises within the meaningof §14 of the German Civil Code (BGB). If a natural person registers on behalf of a legal entity, CO2OPT reserves the right to demand proof of valid authorization.
1.3 Contracts can beformed only by using the Customer Account on our Website. Any specifically negotiated agreements not made directly on the Website must be documented in written form.

2. Description of Services
2.1 CO2OPT offers a solution to optimize Customer's tire management. For this purpose CO2OPT uses data released by Customer via its telematics provider and on that basis generates tire recommendations on a case-by-case basis, monthly overviews, and recommendations for increased efficiency of the fleet. In addition, Customer may book other services, such as route optimization or recommended driving behavior. Our services are described in more detail in our online offers.
2.2 The services offered by CO2OPT do not include telematics services. Nor do they include the sale of recommended tires.

3. Obligations of Customer
3.1 Customer agrees to make available to CO2OPT the data required for providing the agreed services, including, without limitation, license plate numbers, reports from auto mechanics, location data and driving and vehicle data for the vehicle driven, vehicle-specific type of tire, and, for the optional submission of photos, the content of the photo and any related text. To do so, Customer has two options: Customer may allow CO2OPT to access data directly via interfaces (e.g., via interfaces of the telematics provider) via the REST API. In thealternative, Customer may enter data manually using the "CSVUpload" function via predefined templates available on the Website of CO2OPT.
3.2 Customer hereby represents that Customer will make all required data available to CO2OPT. CO2OPT will not review data made available by Customer for accuracy. Moreover, Customer agrees to make available only its owndata and no data of third parties. In particular, Customer warrantsthat data made available to CO2OPT will infringe no rights of thirdparties.
3.3 Customer is responsible for the availability of services offered by dataproviders.

4. Obligations of CO2OPT
4.1 If necessary, CO2OPT shall, as a first step, render anonymous data made available by Customer, acting as a data processor on behalf of Customer in a separate data room. To guarantee the anonymization of data incompliance with applicable data protection laws, CO2OPT will enter into a data processing agreement with Customer. The data processing agreement attached here to as Schedule1 is hereby made a part of and incorporated by reference into these Terms of Use.
4.2 CO2OPT will use anonymous data to determine financial optimization measures as described in our online offers. The results concerning optimization potential are based on a fictitious optimal vehicle operator as well as optimal traffic and weather conditions. This optimization potential may differ from the actual optimization potential; CO2OPT assumes no obligations with respect to the actual optimizationpotential.
4.3 Optimization options, developed improvements, and the maximum theoretical savings potential will be made available to Customer on the Website via the Customer Account. CO2OPT warrants that, on average, the Website willbe available 98% of the time each month. This availability excludes any nonavailability due to force majeure, technical malfunctions originating from third parties, or unlawful attacks to which CO2OPTor any third party providers may be subject.

5. License of Rights
5.1 Customer shall make anonymized data available to CO2OPT for use at CO2OPT's sole discretion.
5.2 CO2OPT hereby licenses to Customer a nonexclusive, nontransferable right for the term of the contract to use the software made available via the Customer Account. Customer has no right to edit the software.
5.3 All Work Results, whether or not eligible for protection under applicable law, including, without limitation, intellectual property (hereinafter"IP"), rights (including copyrights and other intellectual property rights, such as patents and all IP-related rights of use), to or related to works of derivatives thereof, inventions or information, including, without limitation, algorithms, software, source codes, object codes, materials, methods, tools, know-how, analyses and products, and product updates and product upgrades, as well as all rights in or to any developments or any other workproducts generated, produced, and/or derived by CO2OPT using anonymous data of Customer (hereinafter collectively "WorkResults") are the exclusive property of CO2OPT. Only CO2OPT has the right to commercially exploit Work Results or to use Work Results for any other purposes, including, without limitation, the continued development of any Work Results developed by CO2OPT. These rights shall also include the right to sublicense, process, and continue to develop Work Results.

6. PaymentTerms
Prices, payment periods, and payment options are set forth in our online offers.

7. Liability
7.1 Any claims of Customer for damages are hereby excluded. The only exceptions are claims for damages involving harm to life, limb, or health or arising from a breach of material contractual obligations (cardinal obligations), and liability for any other damages resulting from an intentional or grossly negligent breach by CO2OPT or its legal representatives or agents. Material contractual obligations are obligations the performance of which is a prerequisite for due performance of the contract and on the performance of which the other party may reasonably rely and generally does rely.
7.2 In the event of a breach of any material contractual obligations, CO2OPT shall be liable only for reasonably foreseeable damages caused by ordinary negligence, unless Customer has a claim for damages involving harm to life, limb, or health.
7.3 The limitations of sections 7.1 and 7.2 shall also apply for the benefit of CO2OPT's legal representatives and agents, if claims should be brought directly against them.
7.4 The limitations of liability set forth in sections 7.1 and 7.2 shall not apply, if CO2OPT has fraudulently concealed a defect or has made a guarantee of quality. The same shall apply if CO2OPT and Customer have made an agreement of quality. The provisions of the German Product LiabilityAct (Produkthaftungsgesetz) shall remain unaffected thereby.

8. Term and Termination
8.1 Unless otherwise provided in our online offers, the contract term shall be 12 months and shall be renewed in increments of 12 months unless the contract is terminated three months prior to expiration of the contract term.
8.2 Each party shall have the right to terminate the contract for good cause without notice. Good cause for termination shall include, without limitation, any repeated breach of these Terms of Use by Customer.
8.3 The right to terminate the contract for good cause without notice in accordance with applicable law shall remain unaffected by this section 8.

9. Confidentiality
9.1 All information related to the contractual relationship of the parties is confidential. The parties shall refrain from disclosing such information to any third parties. The parties shall keep confidential and not disclose to any third parties any business and trade secrets they may receive in connection with the performance of services –including business or trade secrets related to third parties. In particular, the Customer shall not make accessible to any thirdparties information related to the staff concerned.
9.2 Business secrets also include computer programs, technical know-how, operating methods, safety measures, customer data (hereinafter "Information"), and, in particular, master data (customer master data) and any otherpersonal data.
9.3 The nondisclosure obligation and obligation to keep information, documents, and files confidential shall also apply vis-à-vis shareholders and coworkers, unless such individuals have been included in the cooperation in the interest of the company and are authorized to work on the matters to which such information, documentation, or files relate. Any transfer of such Information to third parties is subject to prior written consent.
9.4 The duty of confidentiality shall not apply to any ideas, concepts, know-how, techniques, or information that was already known prior to the startdate of the project or the contract date (whichever occurs first) or that becomes known outside the scope of the parties' cooperation inaccordance with this contract documentation and without any breach of this contract.
9.5 A party shall bereleased from its duty of confidentiality if it is required to disclose Information it has received from the other party to comply with provisions of applicable law or directives of any government agencies, provided however that information shall not be disclosed until the other party has been provided with written notice of the circumstances requiring disclosure. If the other party takes appropriate legal recourse against disclosure of the Information, both parties shall continue to be subject to the contractual duty of confidentiality.
9.6 The foregoing duties of confidentiality shall survive and continue in effect aftertermination of the contract.

10. Assignment
10.1 Any assignment of rights or obligations, in whole or in part, by Customer is subject to the prior written consent of CO2OPT.
10.2 CO2OPT shall have the right to assign the rights and obligations arising from this contract, in whole or in part, to any other company. CO2OPT shall notify Customer of any such assignment, and, if Customer disagrees with such assignment, Customer may terminate the contract within a time period of two (2) weeks or effective as of the regular termination date (see 8.1).

11. Final Provisions
11.1 Any modifications or amendments to the contract or Terms of Use –including this clause – must be in written, signed form.
11.2 The contract and these Terms of Use shall be subject to the laws of the Federal Republic of Germany, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive venue and jurisdiction for any and all disputes a rising between the parties shall be in the courts of Hamburg, Germany.