Maya Climate GmbH, Novalisstraße 11, 10115 Berlin, Germany, ("Maya Climate") operates an online origination and assessment platform via https://www.maya-climate.com/ and other channels (the "Platform"). These terms and conditions of Maya Climate (the "Terms") set forth the contractual basis for the provision of services of Maya Climate through the Platform. The Platform connects investors (the “User"), and project developers (“Project Developers”) with each other trying to match the right investor with the right project proposed by the Project Developer. Project Developers are business entities seeking financing of their projects through the Platform.
1. Subject matter and scope
- The Terms are an integral part of each contract between Maya Climate and the User (individually also "Party" and collectively "Parties") on services provided by Maya Climate (each an "Agreement").
- The User's general terms and conditions shall not apply, not even in a supplementary manner, unless Maya Climate agrees to their application in an order confirmation or otherwise in text or written form.
- The subject matter of this Agreement is the provision of the Platform via a remote data connection for the purpose of testing (the "Service").
- The provision of the Service includes the User’s right to use the Service according to section 2.2 and the provision of storage space for the User Content (cf. section 4) and data generated by User through use of the Service.
- Maya Climate does not offer any investment consulting or any other financial consulting services as part of the Service. Further Maya Climate does not warrant that information provided by the Project Developers on the Platform are true or complete. Maya Climate is in no way part of any business transactions between the User and the Project Developers.
- These Terms shall also apply to changes to the Service, i.e., through bug fixes or updates to documentation (collectively "Updates"), made by Maya Climate during the term of the Agreement.
2. Provision of Service
- During the term of the Agreement, Maya Climate shall provide the Services to the User free of charge.
- Maya Climate grants to the User a simple, non-transferable and non-sublicensable right to use the Service for User’s business purposes. User shall not be authorized to
- use the Service beyond the agreed restrictions;
- reproduce, distribute or make publicly available the Service or parts thereof, except to the extent that this is necessary for the use in accordance with the Agreement;
- sublicense, lease, rent or otherwise make the Service or its functions available to third parties, unless Maya Climate expressly permits the User such use in text or written form;
- grant unauthorized third parties’ access to the Service or its functions or tolerate such access;
- copy, load or disclose software used for the operation or provision of the Service or software on which it is based, in whole or in part, on its own systems;
- reverse engineer, attempt to derive the source code of, prepare derivative works based upon, or otherwise exploit the Services, except as expressly permitted by this Agreement or as permitted under applicable law.
- The User shall inform Maya Climate without undue delay in text or written form if it becomes aware of a breach of section 2.2. Notwithstanding the foregoing, Maya Climate shall be entitled to reasonably monitor compliance with the agreed scope of use and the agreed restrictions of use, also by means of technical precautions within the Service.
- Maya Climate shall grant the User the possibility to use the Service after proper registration as per section 5.f
- Maya Climate may use vicarious agents (e.g., hosting providers) for the provision of the Services. Maya Climate shall be liable for vicarious agents as for its own actions (cf. section 7).
3. User obligations
- The User shall provide Maya Climate with all necessary information from the sphere of the User requested by Maya Climate for the performance of the Service in a complete and timely manner.
- The User shall use the Service only to the extent permitted by the Agreement. The User shall ensure that its use of the Service does not violate any applicable legal or regulatory requirements or infringe any third-party rights.
- The User is responsible sufficient dimensioning of their internet connection to access the Service. The User is responsible for the security of their systems and its protection against malware and attacks.
- The User shall thoroughly test the Service and its functionalities for freedom from defects, usability and suitability for their purposes. The User shall report defects or other malfunctions together with a comprehensible description to Maya Climate immediately after their discovery, at least in text form. Contractual and statutory obligations of the User to give notice of defects shall remain unaffected.
4. User Content
- The User shall be solely responsible for all data and all other content, which the User makes available to Maya Climate itself or through third parties in connection with the Service "User Content").
- By providing or entering User Content, the User irrevocably grants Maya Climate the non-exclusive, worldwide right to use User Content for the performance and execution of the Agreement. Maya Climate may also have the rights granted to User Content exercised by third parties, for example by vicarious agents used (e.g., hosting service providers).
- The User warrants that the User Content does not contain or spread any viruses or other malware such as worms or spyware and that its transfer to and contractual processing by Maya Climate does not infringe any third-party rights or violate any laws. The User shall ensure that the User Content does not include anything
- false, inaccurate or misleading;
- harassing, offensive, racist, pornographic or obscene
- which can damage the reputation of Maya Climate.
5. Registration
- The User’s employees or other authorized users (each a “User”) are obliged to register on the Platform. The User is obliged to provide the required information completely and truthfully.
- When registering a user account (the "User Account"), the User must provide the information in the mandatory fields and choose a password. The e-mail address and the password serve as login data (the "Access Data").
- The User is obligated to adequately protect Access Data from unlawful access by third parties, to keep passwords secret and to secure the User-Account from unauthorized access by third parties. The User shall inform Maya Climate immediately if the User suspects unauthorized access to the User account and/or if there are indications of such access.
- Maya Climate is entitled to reasonably refuse registration of the User. In case of a violation of this Agreement, Maya Climate is entitled to delete the User Account or to block access to the Platform. In such a case Maya Climate will inform the User about it.
6. Warranty and Liability
- Maya Climate does not warrant that the Service will be error-free, uninterrupted, or free from any defects.
- Maya Climate shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, body or health.
- Apart from Section 6.2 Maya Climate shall only be liable according to mandatory statutory law.
- Section 6 shall also apply in favor of the employees, representatives, bodies and vicarious agents of Maya Climate.
- The User shall be solely responsible for the correctness and legality of the User Content.
7. Term and termination
- This Agreement is closed for an indefinite period of time. Each Party may terminate this Agreement at any time.
- Any declaration of termination must be in text or written form to be effective.
- Upon termination of the Agreement, the User shall be obligated to immediately discontinue the use of the Service and to immediately return to Maya Climate or destroy all objects and information provided by Maya Climate within the scope of the execution of the Agreement, including copies made, and to confirm the destruction to Maya Climate in text form.
8. Third party rights, Indemnification
- If a third party asserts an infringement of rights against the User based on the use of the Service and the User Content, the User shall immediately notify Maya Climate thereof in text or written form.
- Maya Climate shall adequately support the User in its defense and provide relevant information. At the request of Maya Climate, the User shall assume the extrajudicial and judicial defense of claims asserted against Maya Climate. The right of Maya Climate to (also) defend itself shall remain unaffected. The User shall bear the costs of defense against asserted claims in connection with User Content, including reasonable costs incurred by Maya Climate for legal defense.
- Maya Climate shall not be held liable for any infringement of any third-party rights by the User, if and to the extent the infringement results from a transgression of the User’s rights of use which are granted under the Agreement. In this case, the User shall indemnify Maya Climate on first demand from and in relation to any such third-party claims.
- All further rights and claims of Maya Climate shall remain unaffected.
9. Confidentiality
- "Confidential Information" of a Party means information relating to competitive know-how, information marked as confidential or otherwise identifiable as confidential by a reasonable person in the place of the recipient (objektiver Empfängerhorizont) and trade secrets. Confidential Information in particular includes the Customer Content provided to Maya Climate within the scope of this Agreement.
- If a Party becomes aware of any Confidential Information in the course of initiating or executing the Agreement, the respective Party shall
- keep the Confidential Information confidential and use it exclusively for the execution of the Agreement;
- not disclose or make available the Confidential Information to employees and third parties, except to the extent necessary for the performance of the Agreement (need-to-know principle); and
- protect the Confidential Information against access by unauthorized persons through appropriate and suitable measures (e.g., access control, encryption).
- Section 9.2 shall not apply to Confidential Information that
- Party has received or is receiving from a third party lawfully, in particular without breach of a confidentiality obligation;
- were already generally known at the time of conclusion of the Agreement or subsequently become generally known without any breach of the obligations contained in this Agreement;
- already existed with a Party before the business relationship was established and are not subject to a confidentiality obligation; or
- is developed independently by one Party.
- The Parties shall be entitled to use and disclose Confidential Information to the extent that they are required to do so by law or by public authorities. In such a case, the Party concerned shall inform the other Party in text or written form.
- The confidentiality obligations shall apply for three (3) years beyond the termination of the contractual relationship between the Parties.
10. Privacy
- Insofar as Maya Climate processes personal data on behalf of the Customer within the scope of the Service, this shall be done in accordance with the Data Processing Agreement (see Data Processing Agreement)concluded between the Parties as part of the Agreement. The Data Processing Agreement shall have priority in its scope of application.
11. Applicable law and place of jurisdiction
- The Agreement and all claims and rights arising therefrom or otherwise in connection therewith shall be governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- The exclusive place of jurisdiction for all disputes between the Parties arising from or in connection with the Agreement is Berlin.
12. Miscellaneous
- Unless expressly agreed otherwise, amendments and additions to the Agreement must be made in text or written form, including the waiver of this form requirement.
- Unless expressly agreed otherwise, the place of performance for the Service shall be the registered office of Maya Climate in Berlin.
- Should individual provisions of the Agreement be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace such provisions by effective and feasible provisions which correspond as closely as possible to the meaning and economic purpose as well as the intention of the Parties. The same shall apply to unintended loopholes.
