Terms of Squake License Agreement

Version: 18.11.2021

This Squake License Agreement (the “Agreement”) is made and entered into between SQUAKE.earth GmbH (“Squake”) and the person or entity agreeing to these terms (“Client”). The Service (as defined below) may only be used by entrepreneurs, traders, freelancers, public institutions and not as consumers within the meaning of § 13 BGB. This Agreement is effective as of the date Client accepts the terms of the Agreement. By accepting the terms, Client or the person, acting on behalf of Client warrants full authority to bind Client to this Agreement.

§ 1 Preamble

Squake is an interface that provides Client with an end-to-end carbon offset service. Squake provides calculations of CO2 emissions and the option to purchase carbon offsets from offsetting projects. Squake's application programming interface enables Client to offer their existing product portfolio in a sustainable way. The contribution for the CO2 compensation is to be borne by the end-customer or Client itself, whoever wants to compensate the emissions. Squake will forward the contributions to selected compensation projects. The Service is available for travel, mobility and logistics products and services.

§ 2 Service

1) Squake grants access to a CO2 compensation service. The service  includes the calculation of CO2 emissions in grams and the option to offset these emissions through selected CO2 compensation projects (together  hereafter defined as “Service”). A technical documentation can be accessed on docs.offset-api.com.

2) The selected projects support several sustainable development goals, and most projects are certified by defined standards as outlined in the project portfolio offered to partner. The information about these certifications is declared by the projects themselves.

3) All  projects that are offered through Squake are initially available. Still, it can happen, that certain projects and its offsets are sold out. In this case Squake aims to inform the Client as soon as possible. If offset amounts have been already marked as paid while a selected project actually already had been sold out, Squake will shift the contributions towards a  project which is similar to the originally one, especially in terms of certification and price.

4) Squake forwards the collected amount of the compensation contribution, minus a fee mentioned under § 6, to the certified project operators.

5) When using the API for CO2 calculation, Client must also offer the offset through the Service to their customers.

6) Client may use solely the offset part of the Service. In this case, Client must disclose their CO2 calculation to Squake.

§ 3 Provision of Services

1) Squake will provide the Services to Client in accordance with this Agreement, and Client may use the Service on any web page or application (including all source code and features) owned or controlled by Client, or that Client is authorized to  use in accordance with § 4.

2) Client must list each authorized domain and application that uses the Service and make them available to Squake. Client is responsible for ensuring that only authorized domains and applications use the Service.

3) Squake may introduce new features or functionality available through the Service or add new services from time to time. The usage of these new features or services may be subject to additional terms applicable to the new features or services. Squake may make changes to the Service, which may include adding, updating or discontinuing any part of the Service. Squake will notify Client of any material change.

§ 4 License

1) During the term of this Agreement, Squake grants to Client a non-exclusive, non-transferable, non-sublicensable, license to use the Service on any web page or application (including all source code and features) owned or  controlled by Client, or that Client is authorized to use.

2) Client must not and will not permit any third party to copy, modify, decompile, translate, dissemble or otherwise attempt to extract any or all of the source code.

3) Client must not and will not permit any third party to sell, resell, sublicense, transfer or distribute the Service or any part thereof.

4) Client must not and will not permit any third party to extract, export, scrape or otherwise remove Service content for use outside the Service.

§ 5 Compliance Obligations, Data Protection

1) Client ensures the compliance of their and their end-customers’ use of the Service with the Agreement. To this end Client shall agree on binding terms with their end-customers to ensure their end-customers' compliance. Client will prevent and terminate any unauthorized use of the Service. The Client will inform Squake of every unauthorized use of which they become aware.

2) Squake shall not collect, process or otherwise use personal data from Client’s end-customers.

§ 6 Terms of Payment

1) The usage of the Service for calculation of CO2 Emission is free of charge.

2) For every transaction in regards of offsetting CO2, Squake charges a fee (each a “Transaction”). The total fee consists of a net percentage fee of the compensation contribution as described in 3) and 4).

3) The net percentage fee is 10 % of the compensation contribution if not agreed differently in written form.

4) Squake invoices Client based on tracked API calls on a monthly basis. The amounts shall be payable immediately on receipt of the invoice, but not later than 14 days after the invoice date without deductions or rights of retention. Squake reserves the right to stop the Service if the invoice is not paid within the 30 days period.

§ 7 Suspension

1) Squake may suspend the Service without prior notice if Client violates § 4 2) to 4) of this Agreement.

2) Squake may suspend the Service immediately without prior notice if Squake becomes aware of a breach of the terms of this Agreement by end-customers, or if third parties gain unauthorized access to the Service.

§ 8 Technical Support and Maintenance

1) Squake will provide Client with technical support for the initial integration of the Service.

2) Squake will provide technical support and maintenance to the Client in regards of the Service at Squake's discretion. Squake offers technical support and maintenance within the operating hours between 9 a.m. to 5 p.m. CET. Client must consider maintenance periods approximately every four weeks, aimed to not affect Service uptime.

§ 9 Customer Support

Client provides customer service for their end-customers regarding the Service. Squake may from time to time support the customer service of the Client with questions regarding the calculation or the offset.

§ 10 Marketing and Communication

1) The parties grant permission for mutual marketing und integration in public communication. In particular, the Client grants Squake a non-​exclusive, non-​transferrable right to use the Client's name and logo for publication purposes. Squake may name the Client as a reference on its website or in other media unless the parties have agreed otherwise.

2) The license to use the Service also includes the usage of materials such as the logo of Squake. The parties will coordinate the respective use of the logo in advance.

3) Client must disclose Squake in their booking flow and display the Squake logo or a written and well visible note.

§ 11 Confidentiality

The Client undertakes to keep confidential and maintain secrecy for an indefinite period in respect of the content of this Agreement as well as any information becoming accessible in connection therewith that is referred to as being confidential or is recognizable under any other circumstances as involving business or trade secrets of Squake and shall refrain from either disclosing, recording, passing on or exploiting the information, unless this is required to achieve the contractual purpose.

§ 12 Liability

1) To the extent permitted by applicable law, neither party will have any liability arising out of or relating to the Agreement. Exceptions to the limitation of liability are outlined in the paragraphs below.

2) The parties are liable without limitation for damages incurred due to willful or grossly negligent conduct by the respective party.

3)The parties are liable without limitation for damages arising for injury to life, body or health.

4) Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

5) To the extent that the contractual liability of the parties is excluded or limited, this also applies to the personal liability of employees, representatives and assistants of the parties.

§ 13 Term

Squake offers the Service for at least three months (“Minimum Duration Period”).

§ 14 Termination

1) Either party may terminate the Agreement if the other party is in material breach of this Agreement.

2) Client may stop using the Service after the Minimum Duration Period on a monthly  basis. The Client shall give notice at least one week before the end of the month with effect for the following month. Otherwise, the termination will take effect in the month thereafter.

3) Squake may terminate the Agreement for its convenience at any time.

4) If this Agreement terminates, the rights and access to the Service will be terminated and Client will delete the relevant software and any content of the Service. Upon termination of the Agreement, the materials and rights (especially logos and labels) mutually provided under this Agreement may no longer used and must, where necessary, be returned. This does not include citing the cooperation for reference purposes.

§ 15 Final Remarks

1) Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, Squake may assign this Agreement, without  the Client’s consent, to its parent company or to any purchaser of all or parts of Squake's assets or business, or to any successor by way of merger, consolidation or similar transaction.

2) This Agreement is governed by and shall be construed in accordance with the laws of the Federal Republic of Germany.

3) The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts in Berlin. Germany.

4) If individual provisions of this Agreement, for any reason, should become totally or partly legally ineffective or invalid, then thereby the legal  enforcement of the remaining provisions of this Agreement is not affected. In  case of any inefficacy of individual provisions the invalid provision is valid automatically by that new valid provision as substituted, with economic  consideration of the outline of objectives of this Agreement.

5) Squake may make changes to the Agreement. Changes will become effective 6 weeks after notice is given by Squake. If the Client does not revoke the new terms of the Agreement within this period, the modified terms shall be deemed to have been accepted by the Client.