General Terms and Conditions

Version: February 2026

1. Scope of application, subject matter of the contract

(1) These General Terms and Conditions ("GTC") apply to all business relationships of Ocell GmbH, St.-Martin-Str. 61, 81669 Munich, Germany (hereinafter: "Ocell") with the respective customer (hereinafter "Customer"). The GTC only apply if the Customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The GTC apply in particular to the provision of software, in particular the product "Dynamic Forest" (hereinafter "Software") as well as to services for the customer-specific development of software, maintenance, servicing and support in connection with the Software (hereinafter jointly "Services").

(3) The GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that Ocell has expressly agreed to their application. This requirement of consent applies in every case, for example also if the Customer refers to its own terms and conditions when placing an order and the Customer does not expressly object to this.

(4) Individual agreements and information contained in an order confirmation from Ocell take precedence over these GTC.

(5) Unless otherwise agreed, the GTC in the version valid at the time of the Customer's order, or in any case in the version last communicated to the Customer in text form, shall also apply as a framework agreement to similar future contracts, without Ocell having to refer to them again in each individual case or the Customer having to accept them again. The GTC shall be deemed accepted at the latest upon acceptance of the Services.

(6) The contract for the use of the Software consists of these GTC, the offer that Ocell submits to the Customer and that the Customer has accepted (including the usage capacities specified therein, such as the "Active Area" in hectares), as well as the annexes referred to therein ("Contract").

(7) In the event of contradictions between the provisions of the GTC and an offer and/or an order confirmation from Ocell, or in the event of ambiguities, the provisions of the respective offer or the order confirmation from Ocell shall take precedence.

2. Conclusion of contract

(1) On the basis of the information provided by the Customer, Ocell may submit an offer to the Customer. The Customer may declare acceptance of the offer within 7 days of receipt of the offer, at least in text form, by signing the offer or by means of another declaration (e.g. by order confirmation).

(2) Contacting Ocell via the contact options stated on the website (www.ocell.io) (including https://hub.ocell.io/de/forst-kontaktformular), as well as the provision of those contact options, does not constitute an offer to conclude a contract.

3. Services provided by Ocell

(1) Ocell owes and provides the Services exclusively in accordance with the agreed specifications set out in the respective offer and the service description applicable to the products covered by the contract, taking into account the generally accepted rules of technology. The service description applicable to the contractual product is available at https://ocell.io/legal/; the version valid at the time the contract is concluded shall be decisive. Services going beyond this are not owed and must be commissioned separately.

(2) Ocell is entitled to have Services performed by subcontractors.

(3) The Customer is obliged to provide the information required for the submission of the offer and the provision of the Services completely and correctly. Ocell is not obliged to check the information provided for completeness and/or accuracy. The selection and composition of the Services is based exclusively on the Customer's wishes and the information provided by the Customer. The Customer is obliged to check before conclusion of the contract whether the Services are suitable for the intended purpose.

(4) Ocell may change the Services at any time, provided that the changes are not substantial and are reasonable for the Customer.

(5) Ocell reserves the right to make technical and design deviations from descriptions and information in brochures, offers and written documents, as well as changes to performance, construction and materials in the course of technical progress, without the Customer being able to derive any rights therefrom. Information about products (technical data, dimensions, etc.) is only approximate; it does not constitute an agreed quality unless this is expressly agreed in writing.

(6) Agreements on a binding delivery or performance date as well as binding cost estimates must be made expressly and in writing. They are only binding if this has been expressly agreed, all commercial and technical questions between the Customer and Ocell have been clarified and the Customer has fulfilled all of its obligations, such as granting authorisations. Any indication of a delivery or performance date or cost estimate in an offer or individual order is non-binding in the absence of an express agreement.

(7) A Service is deemed to have been rendered on time if performance in accordance with the contract is achieved by the agreed completion date at the latest.

(8) The cost calculation is based exclusively on information provided by the Customer; incorrect and erroneous information entitles Ocell to recalculate.

(9) Partial services and partial deliveries are permitted unless they are unreasonable for the Customer. In the event of partial performance, the Customer is obliged to pay the proportionate remuneration.

(10) Ocell is generally free to determine from which location (Ocell locations, subcontractor locations, by remote access, on site at the Customer's premises) Ocell provides the Service, provided that the nature of the Service and the legitimate interests of the Customer do not require a specific location. This location is the place of performance and fulfilment.

(11) The current documentation for the respective Services is available in electronic form on a website to be designated by Ocell, insofar as its provision has been contractually agreed.

(12) Unless otherwise agreed in the contract, Ocell provides the Services on working days between 09:00 and 17:00.

4. Special provisions for provisioning services as Software as a Service

4.1 General

(1) The provisions of this Section 4 apply to Services that are provided as Software as a Service. Software as a Service in this sense means the use of software that is made available via the internet, without local installation or maintenance by the Customer.

(2) Unless otherwise agreed, Ocell provides the Customer with the respective Software via the internet for the term of the contract, to the extent set out in the respective contract, on a server operated by Ocell or by a service provider commissioned by Ocell. During the term of the contract, the Customer receives access to the data stored there and to the functionalities offered online. Adapting the Software to customer-specific needs or to new legal or regulatory requirements is generally not owed unless this is expressly agreed in the contract. The Software is not handed over physically or locally, nor is ownership of it transferred. The Services are provided in accordance with § 535 BGB.

(3) The Services may contain links to external web services. These contractual provisions do not apply to such services that are not provided by Ocell but by third-party providers on their websites, even if they are offered free of charge and/or their use requires registration by the Customer. Only the contractual terms provided by the third-party provider before the services are used shall apply to these services. Ocell merely provides the technical access to these web services.

(4) The Customer is responsible for the data that it stores and processes on the systems operated by Ocell in the course of using the Software.

(5) The Customer may create user accounts for authorised persons who have a contractual relationship with the Customer (e.g. employees, service providers, hunting guests) and is entitled to grant these persons (hereinafter: "Users") the use of the Software. The Customer ensures that its Users comply with these terms and is responsible for the actions of the Users as for its own fault.

(6) The Customer undertakes not to enter or store any content or data in the Software or systems of Ocell that violates laws, official requirements or the rights of third parties. The Customer will also inform and obligate its Users accordingly.

(7) The Customer is obliged to use the Software exclusively within the scope agreed. Passing on the Software or the access data to third parties is prohibited. The Customer undertakes to inform Ocell without undue delay of any unauthorised access or security vulnerabilities.

(8) Ocell is entitled to temporarily block or suspend the provision of the Services in whole or in part if the Customer violates the terms of the contract or if Ocell assumes that there are security risks for Ocell's systems or that the Customer's use of the systems endangers them. In the event of a block or suspension, Ocell will notify the Customer without undue delay, stating the reasons.

(9) The block or suspension may be maintained for as long as the circumstance for which the block or suspension was imposed persists.

(10) Blocks or suspensions do not count as periods of unavailability within the meaning of an agreed service level.

(11) The Customer's right to terminate the rental agreement extraordinarily without notice in accordance with § 543 (2) no. 1 BGB if the use of the rented item in accordance with the contract is not granted in good time or is withdrawn is excluded.

(12) Ocell is entitled to further develop and modify the Software at its own discretion, insofar as this is technically necessary and reasonable, in particular to improve functionality. This includes the right to add new functions, to change existing functions or to remove them entirely. Ocell will adjust the service description accordingly.

4.2 Service levels

(1) Insofar as service levels are provided for in the respective service description, Ocell will provide the Services endeavouring to achieve the service levels defined in the individual order or the respective product description. Exceeding the service levels is not owed.

(2) A service level describes the quality and performance standards for a Service. A service level is usually expressed in specific key figures (e.g. availability or response times).

(3) If Ocell guarantees the availability of an application but the level of availability is not further specified, an availability of 99% p.a. shall be deemed agreed. An application is available if it can be used essentially without disruption at the transfer point as intended within the scope of the agreed functional and non-functional requirements. Availability is measured at the transfer point. Transfer point means the transition from Ocell's sphere of responsibility to the Customer. Unless otherwise agreed, this is the transition of Ocell's networks to third parties or to the Customer (e.g. the transfer point from Ocell's data centre to the public internet). The following periods are not taken into account when measuring unavailability:

a. any planned downtime notified to the Customer at least 24 hours in advance;

b. any downtime based on reasons outside Ocell's reasonable control; in particular, force majeure, government measures, floods, fire, earthquakes, civil unrest, acts of terrorism, strikes or industrial action (not affecting Ocell's employees), denial-of-service attacks, failures or interruptions at third-party internet service providers;

c. any downtime attributable to errors on the part of the Customer or a third party as well as breaches of contract;

d. any downtime attributable to non-compliance with the Customer's duties to cooperate or to the unavailability of system and usage requirements;

e. any downtime due to the Customer's disregard of this agreement.

(4) Ocell may restrict access to the Software if the security of network operations, the maintenance of network integrity, and in particular the avoidance of serious disruptions to the network, the Software or stored data, so require. Such a restriction does not count as unavailability.

5. Special provisions for support services

(1) The provisions of this Section 5 apply to support services provided by Ocell.

(2) Ocell provides support services during operating hours (08:00 - 18:00). For this purpose, Ocell offers the designated communication channels (e.g. hotline, email, ticket system).

(3) Support services comprise acting as the first point of contact for the Customer, assistance in rectifying errors, and user support for questions or problems in connection with the SaaS software. The exact scope is governed by the contractual agreements and may be limited in terms of time or content.

(4) Support services do not include the handling of enquiries and incidents (fault reports) or other services that

a. are not connected with the use of the Software,

b. are attributable to inadequate and/or non-functioning infrastructure at the Customer's premises, for example because it does not meet the system requirements,

c. are caused by third-party software, modules or configurations (e.g. antivirus software, firewalls, Microsoft patch levels, etc.),

d. arise from use contrary to the contract, improper use or operating errors,

e. arise from modifications to the Software contrary to the contract,

f. arise from a failure to implement updates and security patches, or

g. are attributable to malware or viruses, interruption of the power supply, external influences or force majeure.

6. Consulting services

6.1 General

(1) The provisions of this Section 6 apply to Services provided by Ocell that do not consist of the provision of software or support ("Consulting Services").

(2) Unless expressly agreed otherwise, Consulting Services are provided in accordance with § 611 BGB. Ocell owes the performance of the Service and not any specific results.

(3) Responsibility for the success of a project lies with the Customer.

(4) Insofar as this has been agreed in the respective contract, Ocell documents the Services performed.

6.2 Acceptance

(1) Acceptance is only to be carried out if the parties have concluded a contract for work and services.

(2) If acceptance is to be carried out, Ocell may request a written declaration of acceptance from the Customer. The Customer is only entitled to refuse acceptance if there are defects that are not insignificant.

(3) However, Services shall also be deemed accepted without a written declaration of acceptance if the Customer does not report any defects preventing acceptance within fourteen (14) days of delivery of the Service, or expresses its approval of the Service as being in accordance with the contract in another way (e.g. by unconditional payment, use, etc.).

(4) The rules also apply to partial services.

7. Remuneration, terms of payment

(1) The Customer pays Ocell the remuneration agreed in the contract for the Services.

(2) Unless otherwise stated and agreed in the offer, Consulting Services are remunerated on a time and materials basis, on the basis of the hours actually worked and the documented cost of materials. Unless otherwise agreed, Ocell's price list valid at the time the Service is provided applies to hourly rates, travel costs and travel time, and material prices.

(3) If the parties have agreed a fixed price for certain Services, this fixed price covers exclusively the specifically described Service in question. In case of doubt, supplementary Services are not covered by the fixed price.

(4) If the parties have not expressly agreed remuneration for a Service, remuneration shall be deemed to have been tacitly agreed if the Service can only be expected in return for remuneration under the circumstances. If the amount of the remuneration is not determined, the customary remuneration shall be deemed agreed. The customary remuneration follows in particular from Ocell's general price list.

(5) All prices are net amounts excluding value added tax.

(6) Unless otherwise stated and agreed in the offer, the Customer pays the remuneration within fourteen (14) days of invoicing.

(7) Unless otherwise agreed in the contract, Ocell invoices the remuneration as follows:

a. One-off payments (e.g. for onboarding or software development services) are invoiced after completion and, insofar as contractually agreed, after acceptance or delivery, and are payable within fourteen (14) days of invoicing. If stages of performance (milestones) are expressly agreed in the offer, a separate invoice is issued for each milestone upon its completion or acceptance.

b. Remuneration for defined periods (e.g. quarter, half-year, year) is invoiced in advance at the beginning of the relevant period. Unless otherwise agreed, fees for the use of the Software are charged annually. Remuneration for subsequent extensions of the usage capacities (e.g. additional hectare blocks) is invoiced immediately after their activation, pro rata temporis for the remainder of the current billing period.

c. Other remuneration, in particular variable costs and remuneration on a time and materials basis, is invoiced monthly, after the end of the month in which the Services were provided.

(8) If the Customer defaults on payment of an amount owed, Ocell is entitled, after prior notice, to block the Customer's access to the Software. After payment of all amounts on which the Customer is in default, Ocell will restore access.

(9) Ocell is entitled to adjust the remuneration for recurring Services annually as of 1 January of a calendar year in line with the change in the nominal wage index J62 (WZ08) of the German Federal Statistical Office, in proportion to the change in the index in the corresponding period of the previous year. If the Customer does not object within two weeks of receiving the adjustment notice, or does not terminate the software rental agreement with effect from the end of the calendar year (special right of termination), the new remuneration shall be deemed approved. Ocell will expressly inform the Customer of the consequences of an objection in the adjustment notice. Price adjustments that exceed the aforementioned index require the express consent of the Customer and cannot be enforced by means of the objection procedure under this paragraph.

(10) Adjustment in the event of excess use: If the Customer exceeds the "Active Area" (hectares) agreed in the offer, Ocell will inform the Customer of this in text form. If the Customer does not reduce the area used to the contractually agreed level by the end of the current calendar month, the excess use shall be deemed an order for an extension. The extension is made automatically in blocks of 100 hectares each in order to cover the actual use. The additional remuneration is calculated on the basis of the conditions agreed in the contract.

8. Customer's duties to cooperate

(1) The Customer is obliged to provide Ocell, free of charge and in good time, with all necessary cooperation and contributions that are required for Ocell to provide the Services and/or that are defined in the contract or in the respective service description. This includes in particular creating and maintaining, for the duration of use, the system requirements and operating conditions necessary for the proper operation of the Services, granting system access, and carrying out regular data backups in order to minimise the risk of data loss and keep the consequences of a disruption of the Services as small as possible. Further duties to cooperate may be specified in more detail in the offer.

(2) The Customer is obliged to inform Ocell comprehensively and in good time about all relevant aspects that are necessary for the provision of the Services. This includes in particular the provision of all necessary resources on the Customer's side (e.g. expert contact persons), information, documents and access rights.

(3) The Customer is obliged to make regular backup copies of its data in accordance with the state of the art; this does not apply if the creation of backup copies is part of the agreed Services provided by Ocell.

(4) If the Customer fails to fulfil its duties to cooperate or contribute, or fulfils them late, incompletely or defectively, Ocell shall be released from its obligation to perform during this period plus a reasonable restart period, and is entitled to invoice the Customer for any additional expenses incurred as a result, without prejudice to any other rights.

(5) If Ocell's Services are also used by affiliated companies of the Customer and/or by third parties on behalf of the Customer, the Customer must ensure that these also comply with the terms of the contract and is liable in the event of breaches as for its own fault.

(6) The Customer must ensure that it provides its data correctly, completely, up to date and in a format required by Ocell. In addition, the Customer must check data provided by Ocell as well as data output by the Software for accuracy before using it or processing it further.

(7) The Customer is obliged to ensure that:

a. the Services are used exclusively for the purpose provided for in the contract;

b. the agreed system requirements are met on the Customer's side; in particular, the Customer must establish and maintain an internet connection for the use of the Software. The internet connection must permit a minimum bandwidth of 6 Mbit/s measured download speed and 1 Mbit/s measured upload speed. In addition, the use of the Software requires the internet browser Google Chrome or Microsoft Edge in the latest version with cookies enabled and JavaScript enabled (Firefox and Internet Explorer are expressly not supported). Furthermore, either a PC with the current version of the operating system and an i5-2500K processor or equivalent and at least 8 GB of RAM, or a Samsung Galaxy S6 or equivalent, an Android version 7.0 or newer, or an iPhone 6 or higher with iOS version 11 or higher must be used (hereinafter "IT Systems");

c. unauthorised third parties cannot access its user account and the Software is not damaged by viruses or other malware. This includes in particular keeping the access data for the user account secret and accessing the Software only via secure IT Systems and secure internet connections. Any actions that are likely to cause excessive load on the web application or otherwise impair or manipulate the functionality of the infrastructure or endanger the integrity, stability or availability of the platform must be refrained from;

d. the Services are not passed on to third parties, whether by sale, lending, resale or sublicensing;

e. no modifications or alterations are made to the Service;

f. no reverse engineering of the Software or other technical components is carried out;

g. security measures taken by Ocell are not circumvented or impaired;

h. errors, malfunctions and other irregularities are reported to Ocell without undue delay;

i. the use of the Service does not infringe the rights of third parties and that all applicable national and international laws, including data protection regulations, are complied with.

(8) The Customer is obliged to monitor the use of the agreed usage capacities (in particular the Active Area) on a regular basis. It must ensure that notices from Ocell about an imminent or already occurred exceeding of the capacities are forwarded without undue delay to the responsible bodies within the Customer's organisation.

9. Rights of use

9.1 Rights of use in the Software

(1) Provided that the parties have concluded a contract for the use of Software as a Service and the respective Service has been paid for, the Customer is entitled, for the term of the contract, to use the agreed Software to the agreed extent (in particular limited to the Active Area defined in the offer) for its own business purposes and as intended.

(2) This also applies accordingly to the documentation of the Software. The Customer is responsible for ensuring that the Software is used exclusively within the agreed scope.

(3) For the respective contract term, Ocell grants the Customer, in respect of (1) software that is installed locally and (2) data and copyright-protected works (e.g. geodata, maps, aerial images, etc.) that are provided in the course of using the Software or derived from such data (hereinafter "Ocell Data"), the non-exclusive, non-transferable and non-sublicensable right of use to use these as intended within the agreed scope of use (e.g. Standard or Professional package) and exclusively for its own business purposes. Unless otherwise agreed, the Customer is in particular not entitled to modify, transfer or sublicense the Software and/or Ocell Data to third parties, nor to resell it or have it used by third parties.

(4) In the event that copyright-protected and/or otherwise protected third-party materials are used in the context of the contractual Services or are the subject of the contractual Services, the respective licence terms of the third parties (including the provisions on rights of use) shall take precedence over the provisions of the contract and these GTC and shall become part of the respective contract. If they are not attached to the contract, the licence terms can either be viewed on the internet or in the respective software, or requested from Ocell in advance. The Customer undertakes to comply with the aforementioned licence terms.

(5) If the parties agree on a trial use of the Software, use of the Software is permitted exclusively for test purposes and not productively.

9.2 Rights of use in Customer Data

(1) In respect of the data that the Customer transmits to Ocell's systems in the course of using the Software, or generates and/or creates itself through its own creative work (hereinafter: "Customer Data"), the Customer grants Ocell, for the term of the contract, the revocable, non-exclusive, sublicensable right to use the data exclusively for the provision of the agreed Services as well as, in anonymised or aggregated form, for the further development of the Software, the training of algorithms and the acquisition of market insights, provided that no conclusions can be drawn about the individual Customer.

(2) After the end of the contract term, the Customer is no longer entitled to access or use the Customer Data that was generated and/or created by the Software. The Customer has the right to export its Customer Data from the platform within thirty (30) days of the end of the contract term. After this period has expired, Ocell is entitled to delete the Customer Data irrevocably.

9.3 Rights of use in the results of Consulting Services

Upon full payment of the respective Services, Ocell grants the Customer a non-exclusive right of use for its own business purposes in the copyrightable work results developed by Ocell individually for the Customer in the course of Consulting Services, in particular new program versions, adaptations to the Software at source code level as part of the service performance, as well as other pre-existing components used in the course of the Services. Handover of the source code is not owed.

10. Warranty

(1) Unless otherwise stipulated below, Ocell provides warranty within the scope of the statutory provisions.

(2) A material defect in the Service exists if the Service deviates from the agreed quality upon transfer of risk when used as intended. System requirements as well as the functional scope and scope of delivery of the Service are determined by Ocell's service description valid at the time the contract is concluded, which was referred to in the order. In the case of software, the functions described in the respective documentation are agreed as the quality.

(3) If the Service is defective, Ocell may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering an item free of defects (replacement delivery). If the type of subsequent performance chosen by Ocell is unreasonable for the Customer in the individual case, the Customer may refuse it. Ocell's right to refuse subsequent performance under the statutory conditions remains unaffected. Subsequent performance may also take place by providing patches and/or updates; in this case the Customer is obliged to install the patches and/or updates; this does not apply if the installation of updates and/or patches is part of the agreed Services provided by Ocell.

(4) If a reasonable deadline to be set by the Customer for subsequent performance has expired without result, or is dispensable under the statutory provisions, the Customer may withdraw from the affected contract with regard to the affected Service or reduce the remuneration in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

(5) Warranty claims by the Customer require that the Customer has complied with its duty to inspect and give notice of defects. Notices of defects must be given without undue delay. The Customer describes the defect and how it manifests itself in such a way that Ocell can reproduce the defect (e.g. by submitting the error messages) and can rule out that there is an operating error (e.g. by stating the work steps) or an error in the system environment.

(6) Claims for defects that were known to the Customer or that the Customer is unaware of due to gross negligence, or that are based on the use of the Service under operating conditions that have not been agreed or in a system environment that has not been agreed, are excluded. Warranty liability is likewise excluded for disruptions caused by (i) improper use or use or modification of the Software contrary to the contract or unlawful, (ii) failure to install updates, (iii) malware or viruses on the Customer's side, (iv) third-party software or hardware or the failure to maintain the same, or (v) add-ons.

(7) Ocell is entitled to make the subsequent performance owed dependent on the Customer paying the remuneration due. However, the Customer is entitled to withhold a portion of the remuneration that is reasonable in relation to the defect.

(8) Ocell shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, in accordance with the statutory provisions and the provisions of the contract, if a defect actually exists. Otherwise, Ocell may demand reimbursement from the Customer of the costs incurred as a result of the unjustified request to remedy a defect, on the basis of Ocell's price list valid at that time, if the Customer knew or could have recognised that no defect actually existed. Defects that cannot be reproduced count as defects asserted without justification.

(9) Self-remedy by the Customer is excluded; this does not apply if Ocell has unreasonably refused subsequent performance.

(10) The limitation period for warranty claims is one year and begins upon delivery or acceptance of the Service, unless Ocell has fraudulently concealed a defect and/or assumed a guarantee of quality.

(11) If there is no claim to remedy a defect under the statutory warranty provisions, any remedy of a defect or change to work results requested by the Customer shall always be subject to a charge.

11. Defects of title

(1) In the event of infringements of industrial property rights, Ocell is entitled - without prejudice to any claims for damages by the Customer - at its own discretion and at its own expense, with regard to the affected Services, (a) to modify them so that the infringement no longer exists, (b) to acquire the necessary rights of use, or (c), if options (a) and (b) involve disproportionately high costs, to withdraw from the contract or to terminate the contract extraordinarily.

(2) The Customer must notify Ocell without undue delay of any infringements of industrial property rights by Ocell's Services that come to its attention. In addition, the Customer is obliged to cooperate appropriately in defending against such claims and not to make any statements that worsen Ocell's legal position and/or impair the legal defence.

12. Liability

(1) Ocell's liability, i.e. Ocell's obligation to pay damages, compensation for expenses or compensation of value on whatever legal grounds, arising from or in connection with this contract, is governed by the following provisions.

(2) Ocell is liable in accordance with the statutory provisions in the following cases:

a. for damages, compensation for expenses and compensation of value arising from intentional or grossly negligent conduct on the part of Ocell, a legal representative or Ocell's vicarious agents,

b. for damages, compensation for expenses and compensation of value arising from injury to life, body or health based on negligent conduct on the part of Ocell, a legal representative or a vicarious agent,

c. to the extent of a guarantee expressly assumed by Ocell or a legal representative of Ocell,

d. in the case of liability under the German Product Liability Act.

(3) In all other respects, Ocell's liability for damages, compensation for expenses and compensation of value due to the breach of a cardinal obligation, i.e. an obligation that is essential to the fulfilment of the contract and on the observance of which the Customer may legitimately rely, by Ocell, its legal representatives or a vicarious agent, is limited to the foreseeable damage typical for this type of contract.

(4) In the event of data loss, the foreseeable damage typical for this type of contract corresponds to the typical effort required to restore a backup properly created by the Customer.

(5) Insofar as a Service is subject to tenancy law, liability for strict liability under § 536a (1) alt. 1 BGB is excluded; in this respect Ocell is only liable if Ocell is at fault.

(6) Any further liability on the part of Ocell is excluded.

(7) The limitations of liability under this Section also apply in favour of representatives, corporate bodies, employees, authorised agents, affiliated companies and subcontractors of Ocell, as well as other persons or entities acting on behalf of Ocell.

13. Contract term and termination

(1) The respective contract enters into force upon the Customer's acceptance of Ocell's offer.

(2) The contract term is stated in Ocell's offer. It is automatically extended by one (1) further year unless the contract has been terminated in accordance with the contract with three months' notice to the end of the contract term. If Services are extended during the current contract term (e.g. by extending the Active Area), the existing contract term is not extended as a result. The extension is billed pro rata temporis for the remaining period until the end of the current contract term and ends together with the existing contract.

(3) Termination must be given in writing.

(4) Ordinary termination of contracts by the Customer is only possible with effect from the end of the respective contract term and is otherwise excluded. Ocell may terminate the respective contract at any time with six months' notice.

(5) The parties' right to terminate for good cause remains unaffected. Good cause exists, for example, if the Customer is in default with the payment of licence fees in a total amount corresponding to two months' licence fees, if the Customer breaches the provisions of Section 4 (6) and (7), or if the input services necessary for the provision of the Services become more expensive by more than thirty per cent (30%) compared with the price applicable at the time the contract was concluded and Ocell cannot reasonably absorb this.

14. Confidentiality

(1) The parties undertake to keep secret all information made accessible in connection with this contract that is designated as confidential or that is recognisable as a trade or business secret from other circumstances, and not to pass it on to third parties. Source code, algorithms, pricing models, customer lists and offers of Ocell as well as personal contact data of the Customer are deemed confidential in particular. The obligation of secrecy does not apply to information that was already known to the receiving party or that has become known outside of this contract without breaching a confidentiality obligation.

15. Data protection

The data processing agreement is available at https://ocell.io/legal/ and automatically becomes part of the contract upon conclusion of the respective contract, insofar as Ocell processes personal data on behalf of the Customer in the course of providing the Services.

16. Export control

(1) The Customer undertakes to comply with all applicable export control laws and regulations, including but not limited to the export control laws of the United States of America and the European Union. In particular, the Customer undertakes to ensure that the Services, including all related information and technologies, are not exported, re-exported, transferred to or used in countries that are restricted by export control laws and regulations, or to persons who appear on sanctions lists. The Customer undertakes to obtain all necessary export licences and permits before the Software is exported to or used in countries for which such permits are required.

(2) Insofar as the Services and products to be delivered or provided by Ocell are goods and technologies that fall within the scope of EU Regulations No. 833/2014 (Russia), No. 765/2006 (Belarus) or other embargo regulations, and delivery is made to a third country outside the EU that is not one of the so-called "partner countries", any (re-)sale and/or any (re-)export and/or other delivery of the Services and products supplied by the contractor, directly or indirectly, unchanged or integrated into other products, to Russia and/or Belarus and/or via third parties for use in these countries is prohibited. In the event of a breach of the provisions of this Section, Ocell may demand indemnification and compensation for all damages incurred, including any fines. Furthermore, Ocell is entitled to withdraw from contracts with the Customer that have not yet been fulfilled or to terminate such contracts with immediate effect and/or to end the business relationship with the Customer.

17. Amendments to these GTC

(1) Ocell may amend these GTC from time to time, in particular in order to adapt them to changed statutory provisions, changes in Ocell's offering, or changes that become necessary due to a court decision or the order of a competent supervisory authority. Ocell will notify the Customer of the amendment with reasonable notice before the amendment takes effect.

(2) Insofar as the amendments do not affect the essential contractual obligations including the remuneration and do not significantly shift the balance of rights and obligations in favour of Ocell, the Customer's consent to the amendment shall be deemed granted if the Customer does not object to the amendment within a reasonable period before the date on which the amendment takes effect. At the same time as the notice of amendment, Ocell will inform the Customer of the date on which it takes effect, the deadline, and the consequences of failing to object.

18. Final provisions

(1) Ocell is entitled to use the Customer's name and logo on its website and in its marketing materials. This includes, among other things, presentations, brochures and other promotional materials, unless the Customer expressly objects.

(2) All amendments and additions to this contract must be made in writing. This also applies to any waiver of this written form clause. The parties agree that the contract may also be signed digitally and that a general (simple) electronic signature is sufficient to comply with the written form requirement.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be replaced by a substitute provision that comes as close as possible to the purpose intended by the invalid provision.

(4) This contract is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods and the rules of private international law.

(5) The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Ocell's registered office, whereby Ocell is free to sue the Customer at the Customer's registered office.