General Terms and Conditions

For AIRMO GHG Monitoring Service.

Version 01, applicable as of December 15, 2023

Purpose and Scope

AIRMO GmbH, St.- Claude-Dornier-Strasse 1, Gebäude 401, 82234 Weßling, Germany (“AIRMO”) offers its GHG Monitoring Service (“Products and Services”) under these GTC and supplementary terms and conditions for the relevant Products and Services.The GTC govern the User’s use of AIRMO’s Products and Services specified in a binding offer (“Offer”), the relevant service description(s) (“Service Description(s)”), and the supplementary terms and conditions – if applicable - (including the additional documents referenced therein), referenced in the Offer. If the User accepts the Offer, the Offer together with the Service Description(s), the supplementary terms and conditions – if any – and these GTC constitute a binding Agreement (altogether “Service Agreement”). The Offer, the relevant Service Description and individually agreed terms and conditions shall prevail over the provisions of these GTC and applicable supplementary terms and conditions. If supplementary terms and conditions for specific Products and Services – if any – contain provisions that deviate from these GTC, the provisions of the supplementary contractual terms and conditions shall take precedence. These GTC and supplementary terms and conditions are available at any time at [URL]. The most recent version of the GTC and supplementary terms and conditions apply, provided that the User does not object to the validity of the new version according to section 10 of these GTC. If AIRMO provides new, updated or amended Products and Services, these GTC and any applicable supplementary terms and conditions also apply to such altered Products and Services. AIRMO’s obligation to provide Products and Services in accordance with the respective applicable Service Agreement remains unaffected.The User, in case of an individual, warrants that it is lawfully able and has the capacity to enter into the Service Agreement (e.g., it is not a minor) and that it is acting in exercise of its trade, business or profession. If any person is entering into the Service Agreement as a representative for an entity, such as the company for which it is working for, such person warrants to AIRMO that the respective entity is duly organized, validly existing and that has legal authority, permission, resolution, or power of attorney to contractually bind that entity.Any general terms and conditions of the User shall not apply.Contractual declarations and notifications to be given by the User in relation to the Service Agreement (such as setting of deadlines, notification of defects, and declaration of withdrawal) must be provided at least in text form (e.g., email, letter) to be effective; this does not apply if AIRMO offers online workflows or functionalities via which the User can make binding contractual declarations and notifications.

Information and Notices

The information and data requested by AIRMO must be stated completely and correctly, e.g., company/entity/institution name, current address, VAT identification number (if applicable), telephone number, valid e-mail address and a representative’s name. All notices will be sent in electronic form to the email address associated with the User’s account. The User is liable for all activities performed under its account(s), unless it can prove that a third party has used its account(s) without the User’s fault.

Provision of products and services

If not provided for otherwise in the Service Description or applicable supplementary terms and conditions, Products and Services are provided via the Platform and in accordance with the Service Description.Products and Services are provided as a service and not as work, no results are due by AIRMO.AIRMO owes an availability of the Products and Services according to the applicable supplementary terms and conditions and as described in the relevant Service Description, the latter prevailing in case of discrepancies.Availability refers to the User's ability to successfully log in to the Platform and use the Services provided. Products and Services are provided at the point of connection to the internet at the datacentre(s) used by AIRMO for the operation of the Products and Services. The User is solely responsible for providing the access devices (e.g., PC, tablet, smartphone, etc.) required for the use of the Products and Services. The Service Description may stipulate minimum requirements for such access devices. If such minimum requirements are not met, resulting degradations, interruptions or other limitations in the usability and availability are not under the responsibility of AIRMO.As far as AIRMO provides free Services and functionalities, these are not contractually owed, unless otherwise explicitly agreed with the User. Free Services may at AIRMO’s sole discretion be changed or discontinued at any time without prior notice.AIRMO will endeavour to offer access to the Platform and provision of Services without any interruptions. Even with all due care, downtime can however not be ruled out. During maintenance or upgrades or in case of malfunctions, the possibilities of use may be restricted or temporarily interrupted. Regular maintenance and upgrades will be notified to registered users with reasonable advance notice via email.The Service Description contains a detailed description on the functionalities, availabilities and applicable limitations regarding the provision and use of the Services.

Purchase of Products and Services

The fees and payment options for the Products and Services are based on the respective price lists and additional payment information stipulated or referenced in the Offer. Unless otherwise stated, the prices are net prices plus value added tax (VAT) as applicable.The fees for the provision of the Products and Services are payable in advance for the respective accounting period. Unless a different payment method has been expressly agreed, the year shall be deemed to be the accounting period.Payment terms shall be specified in each Offer. Unless expressly agreed, the term shall be fourteen (14) days. An invoice will be issued upon acceptance of the Offer or – if applicable – the respective date stipulated in the Offer. All monetary amounts in the Service Agreement are denominated in the currency stated on the Offer.If AIRMO provides individual services not governed by the Offer which have to be paid for separately, these will be invoiced separately.To use the Products and Services, the User must accept one of the payment methods offered by AIRMO. The User remains responsible for payment of any outstanding amounts. If a payment cannot be successfully processed because the payment method has expired, has insufficient funds, or fails for any other reason, access to Products and Services may be suspended until AIRMO has received payment.If AIRMO offers third-party payment options, these will be provided in accordance with the terms and conditions applicable to them. Such terms and conditions must be expressly accepted by the User when activating the corresponding payment option. The User is aware that AIRMO has no influence on the terms of payment offered by third parties and that the corresponding usage option depends on whether it is enabled by the respective provider; a separate agreement between the User and the respective provider of payment options may be required. Unless expressly agreed otherwise, AIRMO is not obligated to offer specific payment options.The User expressly agrees that AIRMO may name that company as a reference user vis-à-vis third parties.

User Obligations

For each individual using the Products and Services within the organisation of the User, the User shall set up an individual user profile and assign the respective roles provided on the Platform.The User is obliged to provide in due time reasonable cooperation required from it. The User is particularly obliged to

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1. Immediately change all initial passwords assigned to it into passwords known only to the User. The User is required to carefully store the User’s access credentials and protect them from unauthorized access. If the User becomes aware that a third party has used the User’s access credentials, he is required to notify AIRMO immediately;
2. Correct or update the information in the User’s account in case of changes after activation of its account;
3. Ensure that the Products and Services meet the User’s specific needs and requirements.

The User shall not

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1. Use any automated or non-automated data collection or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Platform and/or the Products and Services other than via API endpoints provided by AIRMO within the Platform or an AIRMO Service;
2. Post or transmit any file which contains viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Platform and/or the Products and Services;
3. Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Platform and/or the Products and Services;
4. Attempt to probe, scan, or test the vulnerability of the Platform and/or the Services or breach or impair or circumvent any security or authentication measures protecting the Platform and/or the Products and Services;
5. Frame or mirror the Platform and/or the Products and Services; or
6. Use any device, software, or routine that interferes with any application, function, or use of the Platform and/or the Services, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication stored or transmitted therewith.

Use of the Platform and Services; Rights of use regarding data

AIRMO grants to the User the right to access the Platform and to use the Services in accordance with the Service Agreement during its term.If data provided to the User during the provision of Products and Services includes notices of confidentiality, copyrights, trademark rights, patent rights and other intellectual property rights, the User shall not remove such notices.Regarding data provided to the User during the provision of Services, the User shall have no rights which are not explicitly granted to the User under the Service Agreement or any individually agreed terms and conditions. The User shall not be entitled to use the Platform, Services and data provided to the User during the provision of Services or to make the Platform, Services or data provided to the User during the provision of Services available to third parties beyond the scope and right of use expressly granted in the Service Agreement and – if applicable –any individually agreed terms and conditions.If the User violates any of the provisions of this section 6 or section 5 above, AIRMO shall be entitled to suspend the User’s access to the Platform and the Services, provided that such suspension remedies the violation. The User shall be informed prior to such suspension. In case of repeated or severe violations by the User, AIRMO shall be entitled to terminate the account for cause without the need for a reasonable cure period, unless the User is not responsible for the violation. In addition to the suspension or termination of the User’s account AIRMO is also entitled to suspend or terminate purchased Services accordingly.If the User fails to comply with the obligation under the section 5 and 6, the User shall be obliged to compensate the resulting damage, unless the User is not responsible for the breach of duty. The damages shall at least cover any loss of service fees and further actual loss due to such breach.Any input data provided by the User shall remain owned and proprietary by its owner (which can be either the User or a third party providing the data to the User) and shall not become the property of AIRMO or used by AIRMO except as necessary to provide the Products and Services.

AIRMO’s Liability

AIRMO is liable without limitation for damages resulting from culpable injury to life, body, or health in accordance with applicable laws.For other forms of damages AIRMO is only liable if the damage is based on a wilful act or gross negligence on the part of its legal representatives, employees, or vicarious agents. In addition, AIRMO is liable in case of negligence with regard to fee-based services and functionalities if material contractual obligations („material obligations”) are violated. Material obligations are those duties whose fulfilment only make the proper execution of the contract possible and on whose fulfilment the user may regularly rely. Except in case of wilful act, the liability for damages under this paragraph shall in any case be limited to the foreseeable damage typically occurring in such contracts.Mandatory laws and regulations remain unaffected by the limitations of liability of the preceding paragraphs.

Term and Termination; additional subscriptions

Unless stipulated otherwise in the Offer, access to the Products and Services are offered as a subscription model under the provisions of the Service Agreement. AIRMO will start the provision of the Products and Services at the date stipulated in the Offer. The initial term of each subscription is specified in the Offer. If no initial term is specified in the Offer, it shall be one year. Unless stipulated otherwise in the Offer, Subscriptions will automatically renew at the end of each subscription term for additional periods equal to one year, unless either party gives the other notice at least in text form of non-renewal at least 90 days before the end of the then-current subscription term.Subject to availability, the User may upgrade its subscription to a higher subscription model at any time during a subscription term. Downgrades to another subscription model can be made with 90 days prior notice for the subsequent subscription term.Each Party may terminate the Service Agreement for important reasons. An important reason shall, without limitation, be given:

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1. In case a Party has evidence that the other Party is guilty of fraud, corruption, involvement in a criminal organization or any other illegal activity in connection with or with direct impact on the performance of the Parties contractual relationship;
2. In case insolvency or similar legal proceedings are initiated against a Party or their initialization is declined on grounds of lacking assets;
3. In case the User, after having received formal notice in writing and after having been given the opportunity to remedy within a reasonable period following receipt of the formal notice, has not made payments under these GTC and any individually agreed terms and conditions;
4. In case a Party, after having received formal notice by the other Party in writing and after having been given the opportunity to remedy a breach within a reasonable period following receipt of the formal notice, remains in breach of any other material contractual obligation under these GTC.

Termination for important reason shall take effect on receipt of the notice of termination (which shall be at least in text form) or on any other date indicated in the notice. The User shall be obliged to pay the applicable service fees as well as any other agreed fees for additional services until the effective date of termination. In case of termination, the User shall retain access to the Products and Services until the effective date of termination. Upon the effective date of termination

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1. The Products and Services will no longer be accessible to the User;
2. The User remains responsible for all fees which have incurred until the effective date of termination;
3. All authorizations of the User in relation to the Products and Services end.

Applicable law and place of jurisdiction

The contractual relationships between AIRMO and the User with regard to the Products and Services shall be governed by the laws of the Federal Republic of Germany with the exclusion of its conflict of laws rules and the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).The exclusive place of jurisdiction for any legal disputes arising from or in connection with these GTC and any special terms and conditions shall be the registered place of establishment of AIRMO, currently Munich, Germany. AIRMO is however entitled to call the courts responsible for the place of business of the user.

Changes to these GTC and supplementary terms and conditions

AIRMO reserves the right to modify the present GTC and supplementary terms and conditions, as far as the essential characteristics of the GTC and/or supplementary terms and conditions are retained. The User shall be notified of changes by e-mail no later than seven (7) weeks before the planned effective date of the changes. If the User does not object within six (6) weeks of receipt of the notification and continues to use the Products and Services after expiry of the period for objection, the changes shall be deemed to have been effectively agreed.

Miscellaneous

If one or more of the aforementioned clauses of these GTC or applicable supplementary terms and conditions are or become invalid over time, the remaining clauses remain unaffected.The User can only set off against claims of AIRMO with undisputed or legally established own claims against AIRMO.