These Terms of Use govern the contractual relationship between the User (hereinafter also referred to as the “User”) and LiveEO GmbH, Cuvrystraße 3 – 4, 10997 Berlin, Germany (hereinafter referred to as “LiveEO”) as the provider of the online information platform available under https://tradeaware.live-eo.com (hereinafter referred to as “TradeAware”).
The User and LiveEO may be individually referred to in these Terms of Use a as “Party” or collectively as “Parties”.
1 General Provisions
1.1 Subject to these Terms of Use, LiveEO makes TradeAware available to businesses using TradeAware (hereinafter “Businesses”, individually “Business”), including the User.
1.2 The use of TradeAware is solely granted to Businesses which are natural or legal persons or partnerships with a legal personality, a legal person funded under public law or a public sector funding company, who or which act in exercise of their trade business or profession.
1.3 Deviating, contrary or supplementary terms and conditions from the User shall only apply upon LiveEO's express written consent.
1.4 If there is a conflict between these Terms of Use and a separate agreement entered into between LiveEO and the User relating to the (commercial) use of TradeAware, such individual agreement shall prevail.
2 Subject Matter
2.1 TradeAware is an online information platform enabling the User to share information with other Businesses to enable the User to provide information required under the European Union Regulation EU 2023/1115 (hereinafter “European Deforestation Regulation”). Such information provided by the User (hereinafter “User Information”) may include plots of land, legal information and documents.
2.2 The use of TradeAware requires an internet connection and a current internet browser. The User is responsible for providing and configuring the required browser and/or other software.
2.3 The access to TradeAware does not automatically grant the User a right to access certain functionalities. LiveEO may in its own discretion make the use of TradeAware and individual functionalities thereof subject to further agreements between LiveEO and the User and provide certain parts of TradeAware or certain functionalities solely against payment.
2.4 LiveEO provides TradeAware “as is” without warranties of any kind, without limitation warranties relating to title or fitness for a particular purpose and LiveEO does not warrant that TradeAware is available without interruptions or that TradeAware is error free or does not contain any defects.
3 Registration and User Account
3.1 The use of TradeAware requires the User to sign up by registering a user account (hereinafter “User Account”) on the registration page for TradeAware.
3.2 To register a User Account, the User needs to provide a username, an email address and password and has to accept the Terms of Use. The username may be displayed to other Businesses. Upon filing for registration, the User will receive an email with a link to confirm the registration.
3.3 The User shall use utmost care to protect the password for the User Account against unauthorized access.
3.4 In case the User becomes aware of an unauthorized access by third parties, the User shall inform LiveEO without undue delay in textform.
3.5 The communication between LiveEO and the User will be made exclusively via email, unless these Terms of Use require written form. Statements and information sent to the User by email will be deemed to have been received as soon as they are received on the email server.
4 Grant of Rights
4.1 LiveEO retains all right, title and interest to TradeAware, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, rights in data bases and titles in particular in satellite data, maps, computer codes, design and visual effects.
4.2 TradeAware or parts of TradeAware shall not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from LiveEO. Any person copying, reproducing or distributing all or any portion of TradeAware in any manner or medium, is willfully violating copyright laws and may be subject to civil and criminal penalties.
4.3 Subject to these Terms of Use, LiveEO hereby grants the User the nonexclusive, non-transferable, non-sublicensable, limited right and license to the extent such right to use is required for the use of TradeAware. The license does not include the right to download, copy or modify TradeAware or parts thereof, with the exception of information shared with the User to demonstrate compliance with the European Deforestation Regulation. The grant of the license is subject to the User’s compliance with these Terms of Use. The term of the license under these Terms of Use shall commence on the date the User subscribes to TradeAware and ends on the earlier date of either the deletion of the User Account by the User or a termination of this agreement by one Party as set out in Scetions 6.2 and 7. The license granted to the User terminates immediately if the User attempts to circumvent any technical protection measures used in connection with TradeAware. TradeAware is licensed to the User and the User hereby acknowledges that no title or ownership in TradeAware is being transferred or assigned to the User. All rights not specifically granted hereunder are reserved by LiveEO.
4.4 If a third party asserts justified claims against the User based on an infringement of third-party IP rights and copyright (hereinafter referred to as “IP Rights”) with respect to the contractual use of TradeAware, LiveEO shall, at its own selection and expense, either acquire a license to use the rights in question, to modify TradeAware such that the use of no longer infringes the IP Rights, or replace the particular service.
4.5 The obligations of LiveEO set out in Section 4.4 above shall only apply if the User informs LiveEO of claims asserted by the third party without delay and in writing, does not acknowledge any infringement and leaves any defense measures and settlement negotiations to the discretion of the LiveEO. Any claims of the User shall be excluded if the User is itself responsible for the infringement of the IP Rights.
4.6 TradeAware allows the User to create and provide User Information by entering and uploading User Information in TradeAware and to share such User Information with Businesses. The User therefore grants LiveEO in exchange for the use of TradeAware, a non-royalty-bearing, non exclusive, perpetual (surviving the termination of the right to use TradeAware) , irrevocable, fully transferable and sub-licensable worldwide right and license to use the User Information, created and provided by the User in connection with the use of TradeAware in any way and for any purpose, including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, data mining, algorithm training, and provide the User Information to Businesses to ensure compliance with the European Deforestation Regulation, to provide TradeAware to Businesses and to further develop and improve TradeAware and relating services and products.
5 User Guarantees and Obligations
5.1 The User shall provide correct and complete information required for the registration of the User Account, and to keep this information always up to date. The User shall inform LiveEO if the email address is deleted or has changed. Upon request of LiveEO, the User shall provide documents and certificates to proof the identity of the User and the User’s business.
5.2 The User acknowledges that the other Busineses can provide information through TradeAware. LiveEO does not regularly review such information. Businesses are responsible for the accuracy, completeness, appropriateness and/or usefulness of such user information. The User acknowledges that Businesses are responsible for the accuracy, completeness, appropriateness and/or usefulness of such information. LiveEO makes no representations or warranties that information provided or published by Businesses through TradeAware is accurate, complete, current or suitable for any business decision or fulfill any legal requirements or complies with any legal provision.
5.3 The User guarantees, that the User Information is accurate and correct and the use of the User Information for the purposes of TradeAware does not infringe the rights of third parties (including Businesses) including IP Rights.
5.4 The User is solely responsible for all activities on TradeAware, the User Information and/or other content the User publishes, transmits and/or posts through TradeAware or the functionalities of TradeAware. The User shall comply with the applicable statutory provisions (e.g. image rights, third-party publicity rights including the right to privacy, third party copyright, trademarks and name rights and regulations on the protection of minors).
6 Terms of Use and Restrictions for User Content
6.1 The User may only use TradeAware in a manner consistent with all applicable laws, rules and regulations. In connection with the use of TradeAware, the User agrees not to and shall not allow anyone else to do the following:
- sell, transfer or sub-license the User’s access to TradeAware or the services and functionalities provided to the User via TradeAware;
- carry out any illegal form of advertising communication, inadmissible advertising or commercial addressing to other Businesses or other third parties;
- send spam, chain letters or junk emails;
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of TradeAware, as applicable, in any form of media or by any means;
- use any robot, spider, scraper, site search/retrieval application or other manual or automatic device or process to retrieve, index, perform data mining, or in any way reproduce or circumvent the navigational structure or presentation of TradeAware, its content or information;
- remove, circumvent, disable, damage or otherwise interfere with any security-related features of TradeAware, features that prevent or restrict the use or copying of any content accessible through TradeAware, or features that enforce limitations on the use of TradeAware;
- exploit any part of TradeAware without LiveEO’s prior written consent by framing or mirroring it;
- automatically aggregate the personal data of other Businesses or other third parties, whether for commercial or other purposes;
- use TradeAware to perform or assist in any unlawful, misleading, malicious, or discriminatory activity;
- attempt to entice other Businesses to competing platforms;
- disseminate personal information such as telephone numbers, addresses, URLs, email addresses or confidential information of other Businesses or third parties without their consent, unless the material was voluntarily provided by other Businesses for the purposes of TradeAware and is required to ensure compliance with the European Deforestation Regulation;
- distribute information, text, photos, videos, or other images that contain confidential information of other Businesses or other third parties, unless the material was provided by another Business voluntarily as and is required to ensure compliance with the European Deforestation Regulation;
- falsely impersonate another natural or legal person;
- without LiveEO’s express prior written consent, claim or imply that statements made by the User are endorsed by LiveEO;
- publish, distribute or reproduce in any manner whatsoever any copyrighted material, trademarks, service marks, trade secrets, patents, domain names or other proprietary information without obtaining the prior consent of the owner of such rights;
- post, offer for download, transmit, advertise or otherwise make available any illegal or infringing software, products or services, including, but not limited to, spyware, adware, unsolicited advertising programs (spamware), unsolicited advertising services, denial of service attack initiation programs, mail bombing programs and unauthorized access programs to networks on the Internet, to post, offer for download, transmit, advertise or otherwise make available any software, products or services that are illegal or violate the rights of third parties;
- use any metatags, codes or other methods that link to TradeAware, its services and/or the website to direct any person to any other website for any purpose and/or modify, adapt, sublicense, translate, sell, reverse engineer, decrypt, decompile or otherwise disassemble any portion of TradeAware or any software used on or for TradeAware;
- upload any code that harms TradeAware or restricts or otherwise affects the functionality of TradeAware;
- obtain third-party credentials or access an account owned by another user or Business;
6.2 LiveEO has the right to terminate the User’s right to use TradeAware with immediate effect, to delete and block the User’s account and access to TradeAware and any User Information and content, after becoming aware of any of the practices listed above. LiveEO reserves the right to use all available legal remedies including claims for damages against a User who engages in the above prohibited conduct.
6.3 The User may notify LiveEO by reporting via email to info@live-eo.com about any information provided via TradeAware that is illegal, false, misleading, in violation of applicable laws or otherwise violating these Terms of Use for TradeAware. LiveEO will send a notification about the receipt of the report and inform everyone involved about the decision relating to the information that is reported. In case of criminal offenses, LiveEO may file a report with the competent authorities.
7 Term and Termination
7.1 With the registration for TradeAware the User is bound to these Terms of Use and has the rights set out hereunder.
7.2 The User may terminate the use of TradeAware at any time by deleting the User Account. Unless otherwise set out in a separate agreement between the User and LiveEO and subject to LiveEO’s right to terminate the use of TradeAware with immediate effect under Section 6.2, LiveEO may terminate the User’s right to use TradeAware for any reason with three months’ notice. Upon termination by any Party, LiveEO will delete the User’s account and User Information, except for the User Information the User shared with Businesses.
8 Changes to TradeAware
LiveEO reserves the right to change TradeAware and the functions contained therein and may remove individual functions of TradeAware, add new functions or replace existing functions with others. LiveEO will notify the User of any changes with a reasonable notice period prior to such change.
9 Limitation on liability
9.1 LiveEO does not assume any liability for the constant accessibility or availability of TradeAware and is not liable for downtimes due to necessary maintenance work or errors of the software which are not foreseeable.
9.2 LiveEO does not review user information provided by Businesses TradeAware and LiveEO therefore accepts no liability for the accuracy, completeness and usability of the information published or made available on TradeAware.
9.3 Subject to Section 9.8 LiveEO shall be liable for damages caused by an intentional or grossly negligent breach of duty or malice on the part of LiveEO, its legal representatives or its vicarious agents. As far as LiveEO is liable for a grossly negligent breach of a duty according to the foregoing sentence, the liability for damages is limited to the foreseeable, typically occurring damages.
9.4 Subject to Section 9.8 LiveEO shall also be liable for damages caused by slight negligence, insofar as the negligence relates to the breach of such essential contractual obligations, the fulfillment of which enables the proper execution of the contractual obligation and on which the User may regularly rely (so called cardinal obligations). In this case, however, the liability is limited to the foreseeable, typically occurring damage.
9.5 Furthermore, LiveEO shall be liable without limitation for damages to life, body and health. Furthermore, LiveEO shall also be liable, insofar as it has given a guarantee of quality with regard to the contractual services, within the scope of this guarantee.
9.6 Any further contractual or statutory liability is excluded, unless it is mandatory by law, regardless of the legal nature of the asserted claim.
9.7 Any strict liability of LiveEO for initial defects of TradeAware is hereby excluded.
9.8 If LiveEO provides TradeAware to the User free of charge, LiveEO shall only be responsible for intent and gross negligence, unless LiveEO fraudulently conceals a legal defect or a defect of TradeAware, in which case LiveEO shall be liable to compensate the User for any damage. LiveEO does not assume any further warranties or liabilities.
9.9 Insofar as the liability of LiveEO is excluded or limited, such exclusion shall also apply to the personal liability of its employees, representatives, and vicarious agents as well as to its liability for their conduct.
10 Indemnification of LiveEO
The User shall indemnify, defend and hold LiveEO and Businesses harmless from and against any and all claims, suits, liabilities losses, costs, damages, and expenses, including without limitation reasonable attorneys’ fees or expenses arising out of a claim brought by a third party governmental authorities relating to the User’s use of TradeAware and the provision of the User Information in violation of these Terms of Use, including, but not limited, to the violations of guarantees provided, or any violation of any applicable law, rule or regulation by the User or its vicarious agents.
11 Privacy and Data Security
11.1 As part of the services LiveEO and User shall comply with their obligations under the Joint Controller Addendum available here.
11.2 The User may in its sole discretion decide with which Businesses the User shares User Information. The User may at any time delete the user information in the User’s account. Upon deletion of the user information, any information shared with Businesses will however remain available in the account of the Businesses, which received the User Information via TradeAware to ensure that the Businesses are able to fulfil their obligations under the European Deforestation Regulation.
11.3 Subject to applicable privacy law LiveEO may disclose any data provided by the User to law enforcement authorities as required by law or as LiveEO may reasonably assume is necessary to prevent or enforce misconduct.
12 Confidentiality
12.1 The Parties shall treat all Confidential Information received from the other Party and from other Businesses as strictly confidential and must not disclose it to any third parties. “Confidential Information” means all information disclosed by one Party or by another User or Business to a Party, irrespective in which form, which is either marked as confidential or can reasonably be considered confidential taking into account its nature and the circumstances of its disclosure. Confidential Information comprises in particular of all legal documents, software code, inventions, algorithms, know-how, ideas, data and all business, or other technical and financial information. Confidential Information must not be used by the receiving Party for any purpose other than in connection with the purposes of TradeAware and to ensure and prove compliance with the European Deforestation Regulation. For the avoidance of doubt, LiveEO may disclose Confidential Information to LiveEO’s affiliates, its subcontractors and, in case of User Information, to other Businesses to the extent reasonably necessary to provide TradeAware and the related services for the contractual purposes of TradeAware.
12.2 The foregoing obligations under Section 12.1 do not apply to any Confidential Information which: (i) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving Party; (ii) was known to the receiving Party prior to disclosure by the disclosing Party or is disclosed to the receiving Party by a third party who is not subject to confidentiality obligation (iii) is at any time independently developed by the receiving Party as proven by its contemporaneous written records; (iv) is expressly authorized in writing by the disclosing Party or Business; or (v) is ordered by court order or a governmental or administrative order to be disclosed. In case the Parties receive a court order or a governmental or administrative order the Parties shall immediately inform the disclosing Party or Business of such order and will assist the disclosing Party with the objection of such an order.
12.3 The Parties shall undertake to delete, return or dispose of the Confidential Information and documentation to the respective disclosing Party upon request and without undue delay, when requested to do so, as soon as it no longer requires this information for the provision and/or use of TradeAware.
13 General Provisions
13.1 LiveEO may amend these Terms of Use from time to time and will notify the User of any changes by email to the email address provided by the User. LiveEO will request the User’s consent to the amendments in case of significant changes, which affect the contractual relationship. Insignificant changes (e.g. amendments required due to changes in law or case law relating to the protection of minors, health protection, tax law etc. or that are necessary to correct contractual imbalances in the relationship between the User and LiveEO insofar as this is arising after the initial subscription to TradeAware or for the purpose of adapting to changed legal or technical requirements) shall become part of the Terms of Use unless the User objects to such amendment in writing or text form within four (4) weeks of receipt of the notification of amendment. In case the User declares objection to the amendments of the Terms of Use or denies consent to significant amendments, LiveEO reserves the right to terminate the right to use TradeAware. LiveEO will inform the User separately of the significance of this four-week period in the email containing the amended the Terms of Use.
13.2 These Terms of Use supersede all prior agreements, negotiations, representations, and discussions, written or oral, express or implied, between the Parties in relation thereto. Addenda and amendments to these Terms of Use must be agreed between the Parties in writing. This shall also apply to waiving the requirement to use the written form.
13.3 The User may not assign any of the rights or obligations granted under these Terms of Use. LiveEO may assign, transfer or delegate any of its rights and obligations hereunder to third parties.
13.4 The User may only exercise a right to offset where the User’s claim is legally established or undisputed.
13.5 German law applies exclusively to any disputes arising out of or in connection with these Terms of Use but excluding any recourse and further excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Except as set forth below in this Section, the courts of the seat of LiveEO, Germany, shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to these Terms of Use. Notwithstanding anything in these Terms of Use to the contrary, LiveEO may seek injunctive or other equitable relief in any court of competent jurisdiction and the User hereby submits to the exclusive jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds.
13.6 Should any provision of these Terms of Use be or become void or ineffective in whole or in part, this shall not affect the effectiveness of the remaining provisions. Any provisions of these Terms of Use that are not included or are invalid shall be replaced by statutory law.
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