1.1

1.1 SQUAKE.earth GmbH is registered with the Commercial Register of the Local Court of Charlottenburg (Amtsgericht Charlottenburg) under HRB 234303 B, with business address: Brunnenstr. 19-21, 10119 Berlin, Germany (hereinafter “we/us”).

1.2

We provide an interface for end-to-end carbon calculations and climate contributions measured in CO2 equivalents (“Climate Contributions”). Our clients have the option to purchase Carbon Contributions from climate projects included in our marketplace.

2.1

These are the general terms and conditions for the business relationship between us and our client (“you”). We provide our services exclusively to entrepreneurs and businesses within the meaning of Section 14 of the German Civil Code (BGB).

2.2

The contract between you and us consists of the terms agreed upon in the individual order form and these Client GTC.

3.1

We provide you with an application programming interface (“API”) which offers the following services
(a) calculation of carbon emissions of your products/ services (in tons of CO2) based on data transmitted by you and the granting of usage rights for the respective calculation outcome ("Result")
(b) purchase of Climate Contributions from projects that are available on our marketplace.

3.2

You may choose in the individual order form which of the services set out above you use.

4.1

By integrating the API into your operations and processes you can purchase Climate Contributions balancing out your own emissions or offer your end-customers Climate Contributions whenpurchasing a product/service from you. You can directly retrieve Climate Contributions from end- customers by including the contribution in the pricing of your product/ service. In this case end-customers have the option to add a Climate Contribution of their purchased service/ product atcheckout. Our API provides the CO2 values based on your checkout details and allows you to
register the Climate Contribution as purchased.

4.2

We are not entering into direct contractual relations with your end-customer but are forwardingClimate Contributions on your demand. You shall provide customer support for your end-customers regarding their purchase of Climate Contributions from you. We may from time to timesupport you regarding questions on the calculation or the climate projects.

5.1

Technical instructions for the initial integration of the API are available under https://docs.squake.earth/.

5.2

Any additional support or adaptions on project basis are subject to a separate agreement.

6.1

Unless otherwise agreed, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right, limited to the term of the respective individual contract, to use the API in accordance with these Client GTC and in accordance with and for the purpose of our service. You may only use the API on a web page or application owned or controlled by you or that you are authorized to use.

6.2

In particular, you are not entitled to make the API available to third parties, to copy it, modify it, decompile it, reverse engineer it or process it beyond the scope of our service. You shall not and shall not permit any third party to (re)sell, sublicense, transfer or distribute the API or any part thereof or to extract, export, scrape or otherwise remove content for use outside of our service.

7.1

Contents presented on our website do not constitute binding offers.

7.2

After identifying specific needs and discussing individual terms we send an individual offer to you
including the current version of these Client GTC. Upon written acceptance of the individual order
form the contract between you and us is concluded including these Client GTC.

8.1

You provide us with data (among others on suppliers, products, materials as well as transaction data for purchasing transactions) according to agreement and specification by transmitting data via API. You authorize us to make use of all or any such information to the extent required for the provision of the services. Furthermore, you shall ensure that all such information which is given to
us was properly and lawfully obtained and may properly and lawfully be provided to us.

8.2

You provide us with a list of all authorized domains and/or applications that use our API. You are responsible for ensuring that only authorized domains and applications use the API.

8.3

You may only forward data, texts, pictures and other content to us that comply with applicable law.

8.4

Unless otherwise agreed, for the term of the respective individual contract, you grant us a simple, transferable, sublicensable right to use the data provided by you to us, for the purpose of performing data validation and environmental impact measurement, also for third parties. However, we may only pass this data on to third parties in aggregated form, so that tracing its origin and
individualization are not possible.

8.5

You shall use and ensure that your end-customers use our services in compliance with these Client GTC. To ensure your end-customers’ compliance you shall agree on binding terms with them. You shall prevent any unauthorized use of the API and immediately inform us of any unauthorized use you become aware of.

8.6

You shall appoint a contact person for us who is responsible for data exchange and project coordination.

9.1

We shall be entitled to rely upon information obtained from public sources or supplied to us by you or your suppliers and shall not in any respect be responsible for the accuracy or completeness of such information or have any obligation to verify the same.

9.2

We have permission to use the data generated by you beyond the term of the contract.

9.3

We shall not collect, process or otherwise use personal data from your end-customers.

10.1

For calculation services, we charge specific monthly/ yearly subscription fee agreed upon in the individual order form with you.

10.2

For Climate Contributions, we charge the price depending on the climate project and a net percentage administrative charge specified in the individual order form. We forward the collected amount less the administrative charge directly to the respective climate project.

10.3

Development services, additional customer service or training are subject to an individually agreed fee and are charged separately. The same applies to any travel and accommodation expenses.

10.4

VAT is to be added where applicable.

10.5

We send all invoices by e-mail. Invoices for all services are based on the conditions stated in the individual order form. All invoices shall be paid not later than 30 days after the invoice date. Payments shall be effected to the account named in the invoice.

10.6

We reserve the right to suspend our services if the invoice is not paid within 30 days.

11.1

In case of intent or gross negligence of us or our agents or vicarious agents, we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contractual obligations. To the extent the breach of contract is unintentionally, our liability for damages shall be limited to the typically predictable damage.

11.2

Our liability for culpable damage to life, body or health shall remain unaffected.

11.3

We are only liable for the loss of data according to the above paragraphs if you could not have prevented this loss by adopting suitable data backup measures.

11.4

Any liability not expressly provided for above shall be excluded.

11.5

Claims of you based on the breach of any duty become time-barred, except in the event of intention or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by you consists in personal injury. Claims for personal injury become statute-barred within the statutory limitation period.

12.1

You shall treat the terms of our contractual relationship, especially those stated in the individual order form, strictly confidential and not disclose any of this information to third parties unless disclosure is strictly necessary in the course of a legal due diligence for a potential investment.

12.2

We treat all non-public confidential and/or protected information that you disclose to us strictly confidential and use such information only for the purpose of providing our services to you.

12.3

You are aware of the general risk that transmitted data may be intercepted during transmission. This applies not only for the exchange of information via emails that leave the system, but also for all other data transmission. For this reason, the confidentiality of data transmitted cannot be guaranteed.

12.4

We treat your personal data in accordance with data protection standards and specifications. The data protection regulations applicable can be found in our privacy policy on our website. After termination of use, we delete all client-specific data from our servers.

12.5

The hosting of the API with our hosting partner Amazon Web Services runs exclusively on EU servers. Our hosting partner is ISO 27001 certified to ensure maximum data security of your data in the data center. All services used by our hosting partner are fully GDPR-compliant. The transmission paths between the web browser and our servers are encrypted.

13.1

The parties may disclose the cooperation between them in the context of sales and marketing activities and use the respective other party’s company name, logo and designation in this context.

13.2

When integrating climate projects from our marketplace in your operations or processes you shall disclose our cooperation to your end-customer by naming us and displaying our logo or a written, well visible note about the cooperation. The parties coordinate the respective use of our logo in
advance.

13.3

Upon termination of the contract between the parties, the materials and rights (especially logos and labels) mutually provided under the contract may no longer be used and must, where necessary, be returned. This does not include citing the cooperation for reference purposes.

14.1

Unless agreed otherwise the contract shall run for a period of 24 months and is automatically extended by another 24 months at the end of each term unless effectively terminated by either party at least three months before the end of the term.

14.2

Each termination must be declared in text form.

14.3

We have the right to suspend our services immediately without prior notice if
(a) you violate any of your obligations under sections 6.2 or 8,
(b) you or your end-customer is not in compliance with these Client GTC or
(c) a third party gained unauthorized access to our services via the API designated to you.

15.1

We reserve the right to change or amend these Client GTC in whole or in part with future effect for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimize existing qualities of our services and to add additional qualities, to adapt to technical progress and make technical adjustments and in order to guarantee the future functionality of the service provided by us.

15.2

We inform you of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned entry into force of the changes.

15.3

The changes are deemed as accepted by you if you do not object to them within two weeks upon receipt of the notification. In the change notification, we shall separately inform you of the right of objection and the above-mentioned legal consequences of remaining silent. We will not change the remuneration agreed upon in the individual order form without your explicit acceptance.

16.1

You shall only have a right of set-off, reduction and/or retention against us if your counterclaim has
been legally established, undisputed or acknowledged by us.

16.2

All declarations concerning this contractual relationship must be submitted in text form.

16.3

Neither party may assign any of its rights or delegate any of its duties under the contract between the parties without the prior written consent of the other party, not to be unreasonably withheld.

16.4

Berlin shall be the place of fulfilment and the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties including these Client GTC. However, we are entitled to bring legal action at your registered seat. In case your registered seat is outside the European Economic Area all disputes arising out of or in connection with the contractual relationship between the parties shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Berlin, Germany and the language of the arbitration shall be English.

16.5

This contract shall be governed by and construed and interpreted in accordance with German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).