AGB

General terms & conditions of GeoSci GmbH

1. Scope of Application and General Provisions

These General Terms and Conditions (hereinafter referred to as "GTC") apply to the provision and use of technology by GeoSci GmbH, registered in the commercial register ("Handelsregister") of the court of Hamburg ("Amtsgericht Hamburg") under HRB 174662 (hereinafter referred to as "GeoSci").

The contractual services offered by GeoSci are addressed exclusively to companies and persons who legally qualify as entrepreneurs ("Unternehmer") pursuant to Section 14 German Civil Code (Section 14 BGB), hereinafter referred to as "Customer" or "You". GeoSci and the customer are referred to as "Parties".

Deviations from the GTC shall only be considered agreed if they have been confirmed in writing by GeoSci.

The GTC may be changed by GeoSci at any time. Changes to the GTC require notification to the Customer. Changed GTC shall be deemed to have been agreed upon if the Customer has not objected to the changes within one month upon receipt of the updated GTC, and GeoSci has explicitly notified the Customer of this consequence.

2. Scope of Services

GeoSci offers APIs (Application Programming Interface) that make geographical locations understandable. Those APIs shall hereinafter be referred to as "Services".

By using the Services, you acknowledge that you have read, understood, and agree to be bound by the Terms and any future modifications to this agreement. If at any time you do not agree to all these Terms, you must immediately terminate your use of the Services. You, on your own behalf and on behalf of your company, acknowledge that these Terms are binding and enforceable on you and your company.

3. Service Fee and Terms of Payment

Services may be provided free of charge ("Free Services") or with a charge ("Paid Services").

Fees for the use of the Software by the Customer and the respective terms of payment shall be based:

• in case of online conclusion on the price sheet available on geosci.de and
• in case of a custom contract based on the prices agreed upon in the contract.

If not otherwise agreed upon in writing, pricing shall be fixed for one year. Prices can be adjusted after that time has passed at any time by GeoSci with a notice period of 3 months. If the price change results in a higher amount owed, the Customer has the right to terminate the contract as of the date on which the price change comes into effect.

All prices indicated by GeoSci are net prices without VAT. The service fee is to be paid within 30 days. Pricing contains usage-based amounts and is therefore post-paid.

Unless otherwise agreed, the contract term is 3 months and has a notice period of 3 months. The contract term is automatically extended by 1 month if it is not terminated in due time.

4. Warranty and Disclaimer

The Services and the Site are provided to you on an "as is" basis.

To the full extent permissible by law, we disclaim all and any warranties, expressed or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose.

Under no circumstances, including negligence, shall GeoSci or its affiliates, contractors, employees, agents, or third-party partners or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including loss of profits, data, or use or cost of cover) arising out of or relating to these terms or that result from your use or the inability to use the Services or Sites.

GeoSci is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Service and Site may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

GeoSci cannot guarantee a specific outcome resulting from your use of the Services and is not responsible for decisions you make as a result of using the Services.

GeoSci retains the right to suspend, terminate or change the operation of the Services for any reason at any time with a two months notice period.

GeoSci will not be liable for any loss, damage, expense, or costs suffered by you as a result of suspending or withdrawing the Services or terminating your account.

GeoSci grants you a non-exclusive, non-transferable, non-sublicensable license to use and access our Services.

In no event shall GeoSci’s liability exceed the total service fees paid by the Customer to GeoSci during the twelve (12) months preceding the claim, regardless of the form of the claim or the theory of liability.

5. Availability / SLA

While GeoSci will use its best efforts to maintain the Services, we cannot guarantee that the Services will be error-free and uninterrupted.

If not otherwise noted (i.e. in the documentation), a request to GeoSci Services is considered "successful" if:

• it responds with a non-5xx response code for HTTP services
• it responds within 45s for Services that deliver numeric ratings
• it responds within 180s for Services that deliver textual content
• response times are measured at GeoSci servers

Availability is measured as "number of successful requests / number of total requests", counted at GeoSci side. If less than 1,000 requests have been made during the time frame in question, it is acceptable for GeoSci to extend the time frame for the measurements until 1,000 requests fall into the measurement time frame.

GeoSci may announce a "Planned Downtime" of the services, which means that services may not be available during a specified time frame. A Planned Downtime shall be announced by email at least two working days in advance.

Requests to Services during Planned Downtimes of up to 4 hours each month shall not be counted against SLAs.

Free Services do not have any guaranteed availability.

Paid Services include a default SLA of 99.5% availability within one month. If the Services are available less than 99.5% but more than 99%, the Customer is eligible to request a discount of 10% on the service fee of that month. If the Services are available less than 99%, the Customer is eligible to request a discount of 50% on the service fee of that month.

6. Changes to Services

GeoSci retains the right to make changes to the Services offered. This applies to both compatible and incompatible (breaking) changes to the APIs.

When changing Services, GeoSci will use its best efforts to make changes in compatible ways. In case GeoSci is aware that a change is incompatible with the usage of the Customer, GeoSci shall announce the change at least 2 months in advance. Such a change is deemed to be accepted by the Customer if the Customer has not objected to the changes within one month upon receipt of the announcement.

7. Access to services

If not otherwise noted, the Customer is allowed to cache Service responses from GeoSci Services for up to a month. Caching for a longer period of time is only allowed if GeoSci specifically agreed to it with the Customer in written form.

Paragraph 1 also applies to data that is derived from GeoSci Service responses. This applies, but is not limited to: maps, custom ratings or similar products.

The Customer is not allowed to store responses of GeoSci Services or derivatives of data created through the means of using GeoSci Services after the contract has ended.

8. Copyright, License requirements and Attribution

When using GeoSci Services, the Customer is obliged to comply with any licensing conditions and naming obligations with regard to Third Party Data when integrating and presenting the Services in the Customer’s own offers. Information on the Third Party Data used under the Software is available at www.geosci.de/resources-attribution; GeoSci is not responsible for the completeness of the list of Third Party Data.

When the Customer is using Free Services, GeoSci attribution is mandatory. You must clearly display the attribution "Data source: GeoSci" at a suitable and clearly visible location within your application, website, product, or any other offering using or displaying the Services. The attribution must include an active hyperlink to www.geosci.de. GeoSci reserves the right to specify the exact wording, format, and placement of such attribution. Failure to comply with these attribution requirements may result in limitation or revocation of your right to access or use the Free Services without prior notice.

9. Data protection

GeoSci treats the Customer’s personal data in accordance with data protection standards and specifications. For details, refer to our privacy policy at https://geosci.de/privacy/.

GeoSci only acts as data processor within the meaning of Art. 28 GDPR vis-à-vis such customers that feed personal data (personenbezogene Daten) of their customers into the Software. The Customer is obliged to notify GeoSci of its intent to feed personal data of their customers into the Software; in this case, the Parties are obliged to conclude a separate data processing agreement.

10. Governing Law and Final Provisions

If these GTC refer to a written form or notification, the sending of an e-mail shall also suffice.

The laws of the Free and Hanseatic City of Hamburg in the Federal Republic of Germany will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be exclusively litigated in the courts of Hamburg, Germany. By using the Services, you consent to personal jurisdiction in those courts.

Should individual provisions of the Contract of use or other contractual documents be or become invalid or unenforceable in whole or in part or should they not contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or to fill the loophole, the legally admissible provision shall be deemed to have been agreed retroactively which corresponds as closely as possible to what the Parties would have wished or would have been agreed in spirit and purpose by the Parties if they had considered the invalidity or unenforceability of the provision in question or the loophole.