Certain data made available through Climatiq or its partners may include Life Cycle Assessment (LCA) databases provided by Carbon Minds GmbH (“Carbon Minds”). Access to and use of such Carbon Minds data is subject to the Carbon Minds End User License Agreement set out below (the “Carbon Minds EULA”). By accessing or using Carbon Minds data via Climatiq or its partners, Customer agrees to comply with the Carbon Minds EULA in addition to the terms governing Customer’s use of Climatiq’s or its partners’ services.
of the Carbon Minds GmbH, Eupener Straße 165, 50933 Cologne, Germany (hereinafter referred to as "CM")
Section 1 – General
(1) The following End User License Agreement of CM (hereinafter referred to "EULA") applies to the provision of Life Cycle Assessment Databases generated by CM (these Life Cycle Assessment Databases in whole or in parts are hereinafter referred to as "LCA Databases") to customers of CM or via an authorized reseller (hereinafter referred to as "Customer").
(2) CM provides LCA Databases which are based on data from third parties and data from CM. The LCA Databases are generated by applying complex calculation models established by CM.
(3) General terms and conditions of Customer shall not become part of the contract between CM and Customer.
(4) Any service descriptions in sales presentations, brochures or similar publications shall not become a part of the contract and shall not be binding.
(5) Only businesses (Unternehmer in terms of Art. 14 German Civil Code, BGB) may become contractual partners of CM on the basis of this EULA.
(6) CM reserves the right to offer Customer an educational license for the LCA Databases, provided Customer is an eligible institution (i.e. University) from the educational sector and only uses the license for non-commercial purposes.
Section 2 – Services of CM
(1) CM (itself or via a reseller) provides the LCA Databases for the usage as described in this EULA only.
(2) CM is not obliged to provide any user manuals, documentation, tutorials, or other supporting documentation. CM assumes no legal responsibility for any such documentation provided. CM shall not be responsible for the accuracy, up-to-dateness or completeness of the documentation provided.
(3) The LCA Databases serve Customer to generate models for the calculation of other data (hereinafter referred to as "Output Data").
(4) The LCA Databases are only modeling data. CM does in no respect warrant that the LCA Databases are accurate, complete and up-to-date. Customer is, in particular, aware that the LCA Databases are derived from third-party data and that CM is not obligated and not able to verify whether these third-party data are accurate, complete and up-to- date. CM does in no respect warrant that the LCA Databases are suited to generate accurate, complete and up-to-date Output Data.
(5) CM provides updates for the LCA Databases to Customer once they are released by CM.
(6) The service of CM under this EULA does not include the provision of any software.
Section 3 – Grant of Rights
(1) CM grants the Customer a non-exclusive, non-sublicensable and non-transferable license to use the LCA Databases within the limits as set out in this EULA.
(2) Customer may use the LCA Databases for creating Output Data and for internal purposes only. Customer must not sell or rent or otherwise distribute the LCA Databases or Output Data, make publicly available or otherwise publish or disclose the LCA Databases to any third party.
(3) Customer must not publish, sell or rent or otherwise distribute Life Cycle Impact Assessment Results (hereinafter referred to as "LCIA Results”) that are directly derived from the LCA Databases, nor make publicly available or otherwise publish or disclose LCIA Results to any third party.
(4) Customer may not transfer or sublicense the rights of use to the LCA Databases to any third party.
(5) Without affecting Section 3 (3) of this EULA, if Customer uses LCA Databases to calculate models of its own, the publication of these models or newly calculated data (e.g. Output Data) is permitted, provided the publication does not disclose the LCA Databases and it is not possible to deduct or deduce the LCA Databases.
(6) The license term is generally one (1) year, if not agreed otherwise with CM or reseller in an order form. After the license term has ended, Customer shall (i) no longer be permitted to use the LCA Databases, (ii) be obliged to delete the LCA Databases (including all copies of the LCA Databases) in the possession of Customer, except, for audit purposes, those emission factors from the LCA Databases used by Customer to produce the Output and (iii) demonstrate, upon CM's request, that Customer has deleted the LCA Databases, except for the data stored in accordance with this section 3 (6) (ii).
(7) The license metric for the LCA Databases, as specified in the order form, is either a named user license or a company-wide license. Named user licenses may only be used by one user on the side of the Customer per license who is determined by name and email address. Customer shall ensure that only licensed named users access or use the LCA Database. In case of a company-wide license, Customer and affiliates of Customer in terms of Art. 15 and Art. 16 of the German Stock Corporation Act (AktG) as well as affiliates in which Customer or its affiliates hold (directly or indirectly) a shareholding exceeding 50% (hereinafter "Affiliates") may use the LCA Databases provided by CM without restrictions with regard to the number of users accessing the LCA Databases as employees of Customer and affiliates.
(8) CM shall have the right to request from Customer to provide appropriate documentation that Customer complies and has complied with Customer's obligations according to Section 3 (6) and Section 3 (7). In case such documentation is not sufficient in CM's discretion, CM shall be permitted to carry out on-site audits and Customer shall assist CM with such audit.
(9) Any use of the LCA Databases beyond the permitted use as set out in this EULA shall form a breach of contract.
Section 4 – Rights and Obligations of Customer
(1) Customer is familiar with the scope and content of the LCA Databases and assumes the risk as to whether the LCA Databases meet Customer's needs. Customer shall clarify any questions with the help of employees of CM or qualified third parties before the conclusion of the contract.
Section 5 – Liability
(1) CM shall be fully liable for (i) injuries to life or health caused by intent or negligence, (ii) other damages that are caused by intent or gross negligence, (iii) claims under the German Product Liability Act (Produkthaftungsgesetz) and (iv) in the event of an explicit assumption of a guarantee (Garantie) by CM.
(2) Notwithstanding Section 5 (1), CM shall in case of simple negligence (einfache Fahrlässigkeit) only be liable for breaches of material contractual obligations (obligations the fulfilment of which is essential to the proper performance of the contract or on the observance of which the contracting party regularly relies and may rely). However, the liability of CM shall in that case be limited to the typical damage foreseeable at the time of conclusion of the contract.
(3) Any further liability shall be excluded.
(4) Any strict liability of CM according to Section 536a (1) BGB shall particularly be excluded for potential deficiencies of the LCA Databases already prevailing at the date at which the contract was concluded.
(5) CM shall not be obligated to replace the LCA Databases in case of loss or deletion of the LCA Databases by Customer.
(6) CM shall not be liable for incorrect Output Data deriving from using the LCA Databases. This applies, in particular, to damages that result from the publication of Output Data.
(7) Customer shall indemnify CM against any third-party claims arising from any unauthorized disclosure or publication of the LCA Databases by Customer.
Section 6 – Warranty Rights
(1) CM has established the LCA Databases on the basis of third-party data using state-of- the-art calculation models. However, CM does not warrant that the LCA Databases are accurate, complete and up-to-date.
(2) In cases of defects of the LCA Databases, CM may, at CM's discretion, remove the defect or provide a substitute delivery. The Customer can withdraw from the contract only after two attempts to rectify the defect have failed.
(3) The right of the Customer of reduction shall be excluded.
(4) The statutory warranty period shall be 12 months.
Section 7 – Final Provisions
(1) Changes and additions to the EULA and any contract based on this EULA must be in writing.
(2) This EULA and any contract based on this EULA are subject to German law only. The UN Convention on Contracts for the International Sale of Goods (CISG) is not applicable.
(3) The place of performance for all contractual obligations with CM and the sole place of jurisdiction is Cologne, Germany.
(4) The contract language is English.
(5) Should individual provisions of the EULA be or become invalid, the validity of the remaining ones remains unaffected.
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