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Allow All1.1. These General Terms and Conditions ("GTC") are used by Point Twelve Energy GmbH (registered with the local court B of München under HRB 28198) trading as Atmen with its seat in Eching, Germany (“Atmen”).
1.2. Atmen provides a Software-as-a-service platform for renewable hydrogen and e-fuel producers (“Atmen Platform”). Furthermore, Atmen offers digital services that enable manufacturers of energy-intensive goods to assess whether they meet the criteria for the certification for their environmentally friendly production and to save considerable time in the certification process, including but not limited to a Power Procurement Optimisation, H2 Compliance Monitor, and Certification Automation and Certificate Portfolio Management (“Services” or “Software”). Those Services can be booked on the Atmen Platform.
1.3. The offer of Atmen for the use of the Atmen Platform is directed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) ("Customer"). "Affiliated enterprises" means affiliated enterprises of the Customer within the meaning of §§ 15 et seq. German Stock Corporation Act (AktG).
1.4. Atmen and the Customer are together referred to as “the Parties” or individually as “Party”.
1.5. The basis for the legal relationship between Atmen and the Customer is exclusively these GTC. General terms and conditions of the Customer are excluded. Counter-confirmations of the Customer with reference to its terms and conditions are hereby contradicted.
1.6. These GTC follow a Statement of Work (“SOW”) which Atmen offers to all its Customers (GTC and SOW together referred to as “Agreement”). In the SOW Atmen specifies the Services and possible further requirements, e.g. specific completion dates, for each assignment. The Agreement between the Customer and Atmen for the use of the Atmen Platform under the validity of these GTC comes into effect when Atmen and the Customer signed the SOW.
2.1. The subject of the Agreement is the temporary provision of the Atmen Platform and Services, depending on the Agreement, via the Internet (“Software as a Service”, SaaS). Access to the Atmen Platform and Services will be granted to the Customer in accordance with the terms of the Agreement. The features described in the Agreement shall be deemed to be the scope of the Software.
2.2. The Atmen Platform and Services do not issue certificates. The Atmen Platform connects to certificate registries via APIs or other interfaces to facilitate the issuance of certificates. The Atmen Platform presents compliance-related data to both customers and auditors in the form of dashboards and reports, to facilitate the audit of the data. Atmen does not give individual advice on the legal requirements for certification and does not conduct audits to verify certification compliance. The Atmen Platform and Services review factual circumstances. Customer’s aim might be the issuance of certificates; however, Atmen can not be held responsible for certificates not being issued by the certification bodies chosen by the Customer.
2.3. Atmen is allowed to include third-party data sets from various sources for the proper performance of the Services.
2.4. The Atmen Platform and Services are provided “as is” and subject to Atmen’s ability to collect the relevant source information. Adaptation of the Service to the needs of the Customer is not owed. Atmen may modify the features of the Atmen Platform and Services from time to time, including adding or changing features and functionality, to enhance Customer's use. In addition, Atmen may modify the Atmen Platform and/or the Service, if
(i) applicable law requires such modifications,
(ii) the modifications are beneficial to the Customer, and
(iii) the modifications are purely technical or procedural and do not materially affect the Customer.
2.5. Instruction of the Customer in the use of the Atmen Platform shall not be owed, unless they are the subject of the SOW.
2.6. Atmen Platform is hosted on a server infrastructure licensed by Atmen. Atmen makes the Atmen Platform available for use at the router exit of the data centre where the server containing the Software is located (the "Delivery Point"). The Customer is responsible for the internet connection between the Customer and the data centre and the necessary hardware and software (e.g. PC, network connection).
2.7. Atmen will make daily backups and store them for a period of 180 days.
3.1. Subject to these GTC, and for the Contract Period, Atmen grants the Customer a worldwide, non-exclusive, non-assignable, non-transferable, and non-sublicensable right to use the Atmen Platform and Services within the agreed scope and in compliance with applicable laws. During the term of the Agreement, Atmen further grants Customer's employees a non-exclusive right to access and use the Software for the purpose of Customer’s business.
3.2. Any unauthorized use of the Atmen Platform or Services by Customer is prohibited.
3.3. With regard to Atmen Platform, the Customer may not
(i) make it available to third parties outside the agreed circle of users;
(ii) modify, decompile, disassemble, reconstruct or otherwise edit it;
(iii) use it for competitive purposes for themselves or a third party;
(iv) use it to distribute illegal and/or infringing content; and/or
(v) sell, license, rent, transfer or in any other way commercially exploit the software.
3.4. Any Atmen data, or product information (including, but not limited to any image, screen shot, etc.), must not be publicly disseminated, for example in press releases, in or to the media, on the Internet, in advertisements, without Atmen’s prior written consent.
3.5. The Customer may use Digital product passports and reports at their discretion to support their sales and marketing activities, provided Atmen is properly credited.
3.6. Customer agrees not to use any Services in violation of any law or regulatory requirement, and not to interfere with any of Atmen’s proprietary, confidentiality, or copyright notices (see Section 16 an Section 17).
3.7. Customer agrees that it will not copy, modify, disassemble, decompile or otherwise reverse engineer tools.
3.8. After termination of the Agreement, the rights of use shall end automatically without any declaration by Atmen being required.
The Atmen Platform may contain software components of third parties (Third-Party-Software). The use of these components is exclusively subject to the corresponding terms of use of the Third-Party-Software components that are transmitted and/or referenced within the framework of the Third-PartySoftware components. In the event of contradictions or conflicting provisions between the licence terms of the Third-Party-Software and the provisions of these GTC, the licence terms of the Third-Party-Software shall take precedence.
5.1. Support requests can be sent to support@atmen.co .
5.2. Support requests are generally processed on working days (Munich) between 9-18h.
5.3. Customer may directly book a meeting with the dedicated support manager, through the help center in Atmen Platform. In the event the Atmen platform is down, and customer cannot access the help center via the platform, customer may contact support@atmen.co to get immediate assistance.
5.4. Customers are encouraged to provide as much detail as possible when reporting an issue, including the nature of the problem, any error messages, and steps taken before encountering the issue.
6.1. Customer is required to collaborate with Atmen in the provision of Services, this includes but is not limited to
(i) supplying necessary information, materials, data, images, plans, and documents as requested in the SOW in a timely, complete, and correct manner;
(ii) granting Atmen the necessary rights and accesses for the performance of the Services; and
(iii) cooperating in good faith and free of charge.
6.2. Data input (e.g. information, materials, data, images, plans, and documents) should primarily be transmitted via the Atmen Platform in a digital format according to the nature of the document or data required. Acceptable formats include .jpg, .png, .docx, .ppt, .xls, .csv, .json, .HTML, or those that have been agreed with Atmen on a case-by-case basis. It is essential to ensure the quality of both the content and medium (including checking for viruses or other technical problems) and inform Atmen immediately about any changes.
6.3. Customer guarantees that all provided information, materials, data, images, plans, and documents comply with applicable laws and regulations. Customer warrants entitlement to use the documents made available to Atmen and indemnifies Atmen against any third-party claims. Atmen is entitled to discontinue its services if there is doubt about compliance.
6.4. Customer is obliged to proactively support Atmen in delivering its Services and to a reasonable degree, provide immediate feedback, and respond to inquiries. Customer shall notify Atmen of any anticipated inability to meet these expectations.
6.5. The Customer is obliged to backup copies of all documents or data transmitted to Atmen on its own data carriers in order to ensure the reconstruction of the data and information in the event of loss. Atmen is not liable for any loss of unsecured data.
6.6. Atmen is not obliged to check the correctness of the information provided by Customer. If incorrect, incomplete, corrected, or missing information provided by Customer results in work repetition or delay (in whole or in part), Customer shall bear the resulting costs.
6.7. The Customer is responsible for suitable software and hardware equipment and a sufficient internet connection on his premises and those of his users ("System Requirements"). Requirement for the use of the Service by the Customer is a common, state-of-the-art browser in the current version (Edge, Firefox, Chrome, Safari (macOS), Safari (iOS) are recommended).
6.8. Proposals and instructions from Customer do not constitute a co-authoring right to Services and do not influence the Remuneration.
6.9. If necessary, the Customer will grant Atmen access to the premises of Customer or third parties, required for the performance of the Service.
6.10. If Customer fails to cooperate, or causes delays Atmen's performance, Atmen does not guarantee a successful usage of the Atmen Platform and does not guarantee reimbursement of the Services.
7.1. The Customer is solely responsible for any content and data uploaded while using the Atmen Platform and Services (the "Content"). Ownership of the Content remains with the Customer and shall not be shared with third parties, except where the Customer has purchased and received a Compliance Monitor report. In such cases, only the necessary data (name, role, email, company name, compliance report.) required to fulfill the intended service will be shared with Atmen's cooperation partner, TÜV NORD EnSys GmbH & Co. KG. TÜV NORD EnSys GmbH & Co. KG is authorized to contact Compliance Monitor customers to offer complementary services.
7.2. The Customer must ensure that the Content does not infringe the rights of third parties. Insofar as the Customer collects, processes or uses personal data within the scope of the use of the Atmen Platform, the Customer shall obtain the necessary permission from the respective person concerned. In all other respects, the Customer shall also comply with all data protection and other legal requirements. In this respect, Atmen is not a controller within the meaning of Art. 4 No. 7 GDPR.
7.3. The Customer shall hold Atmen harmless from and against any and all claims, litigation, losses, damages, expenses, costs (including court costs and attorneys' fees) and liabilities ("Losses") arising out of or in connection with
(i) the Customer's use of the Atmen Platform in breach of these GTC;
(ii) any breach of any term or condition set forth in Section 3 and this Section 7;
(iii) any claim that Customer's Content distributed through the Atmen Platform has caused damage to a third party.
7.4. In the event of an aforementioned assertion of claims by third parties, the Customer shall provide Atmen with all information necessary for the examination of the claim and for the defence against such claim. The Customer shall provide the information promptly, truthfully and completely.
7.5. The Content stored by the Customer on the storage space designated for him/her within the scope of SaaS use may be protected by copyright. The Customer hereby grants Atmen the right to make the Content stored on the server within the scope of the SaaS use accessible to the Customer via the Internet and, in particular, to reproduce and transmit it for this purpose and to be able to reproduce it for the purpose of data backup.
7.6. The Customer grants Atmen the right to analyse any data uploaded by the Customer as part of the Service for the purpose of improving the Atmen Platform or Atmen’s Services in compliance with applicable data protection law. Any data that results from such analyses in anonymised form, such as statistical trend analyses, usage statistics or trained neural networks ("Analysis Data") is the property of Atmen and will be used to ensure technical progress and to achieve beneficial changes for the Customer.
7.7. Atmen takes appropriate technical and organisational measures to ensure data security. Personal data and business-critical data are stored in a secure environment (protection by means of firewall, password protection, encryptions, etc.).
If the parties have agreed on a group licence, the rights and obligations under these GTC also apply to Affiliated enterprises. The Customer is responsible for compliance with the contractual terms of the Affiliated Companies. In particular, any act or omission of an Affiliate in relation to these GTC shall be deemed to be an act or omission of the Customer and the Customer shall be liable accordingly.
Atmen shall be entitled to verify whether the Atmen Platform and Services are being used in accordance with the provisions of these GTC. For this purpose, Atmen may request information from the Customer, in particular about the period and scope of use of the Atmen Platform, as well as access the Atmen Platform used at the Customer's premises during normal business hours and with reasonable advance notice ("Audit"). The Audit shall be carried out no more than once a year or if there is reasonable cause to believe that the right of use has been infringed (Section 3), at the longest for a period of 5 years after termination of the Agreement.
10.1. Atmen owes the Services and shall receive in consideration for its Services the remuneration (the “Remuneration”) by Customer, as provided for within the SOW.
10.2. Customer will pay for the Services in accordance with invoicing schedule stated in the SOW. Except as otherwise stated in the SOW, fees are payable by Customer within thirty (30) days from the receipt of invoice.
10.3. All claims for remuneration set out in the SOW are net amounts - unless otherwise expressly provided for in the SOW - and are subject to the statutory rate of value added tax applicable at the time of payment. In any case, the claims for remuneration shall only be payable after an invoice has been issued in accordance with the applicable statutory requirements. Further fees and other charges shall be borne by the Customer.
10.4. Fees will apply for the duration of the Agreement. One-off-fees will cover the Service for the Contract Period stated in the SOW. Regarding recurring Services, Atmen reserves the right to modify the fees for future Contract Periods, but not before the end of the second year of the Agreement. Atmen will provide a prior written notice of any fee changes effective thereafter. Atmen shall inform Customer in writing (e-mail is sufficient) about the fee changes, their calculation, as well as any right of termination to which Customer may be entitled. In this case, Atmen is obliged to communicate the increase in writing to the Customer at least eight (8) weeks before it takes effect. In the event that the Customer does not accept the price increase, the Customer shall be entitled to terminate the Agreement extraordinarily with a notice period of 14 days to the end of the calendar month.
10.5. All payments due shall be made in euros and, unless otherwise agreed in writing, electronically by bank transfer to the account details provided by Atmen.
10.6. Within 5 business days after written notice of non-payment, interest will accrue on late payments (to the extent not subject to reasonable dispute) from the due date until paid, at the lesser of 1.50% per month or the maximum allowed by law. Such non-payment of an invoice by its due date will, at Atmen’s discretion, result in suspension of the Services.
10.7. Additional expenses incurred by Atmen employees in connection with the execution of the Agreement, such as travel expenses, shall be invoiced at cost by Atmen to Customer.
10.8. Atmen is entitled to demand down payments or advance payments, as well as partial payments in accordance with the Services rendered. Atmen may withhold Services, or prohibit the further use of Services, if Customer is in default of payment.
11.1. The Atmen Platform and Services essentially correspond to the description according to above mentioned Section 1 and 2. In the case of update, upgrade and new version deliveries, the claims for defects are limited to the innovations of the update, upgrade or new version deliveries compared to the previous version status.
11.2. In principle, the statutory provisions on warranty in rental agreements apply. The regulations in § 536b BGB (knowledge of the renter of the defect upon conclusion of the contract or acceptance) and in § 536c BGB (defects occurring during the rental period; notification of defects by the lessor) apply. However, the application of § 536a (2) BGB (renter`s right to remedy defects himself) is excluded. The application of § 536a (1) BGB (lessors 's liability for damages) is also excluded insofar as the standard provides for liability without fault.
11.3. Atmen does not warrant that the Customer's business expectations associated with the use of the Atmen Platform and Services will be realised. Content is provided for your general information purposes only. It does not constitute technical, financial, or legal advice or any other type of advice and should not be relied on for any such purposes.
11.4. If dates and deadlines are not expressly agreed in writing, they are to be understood as non-binding guidelines, which Atmen will comply with to the best of its ability.
11.5. Atmen does not provide any additional warranty for the Atmen Platform and Services without express confirmation.
12.1. In the following cases, Atmen shall be liable for damages or reimbursement of futile expenses to an unlimited extent and in accordance with the statutory limitation periods:
(i) in the event of intent and gross negligence on the part of Atmen,
(ii) in the event of personal injury for which Atmen is responsible,
(iii) for guarantees from Atmen, and
(iv) in the event of claims under the German Product Liability Act (Produkthaftungsgesetz) against Atmen.
12.2. In cases of simple negligence, Atmen shall be liable in the event of a breach of material contractual obligations (Kardinalpflichten) by Atmen or one of its legal representatives or agents for the foreseeable damage that was to be prevented by the breached obligation. A material contractual obligation is an obligation the fulfilment of which is a requirement for the proper performance of this Agreement or the breach of which jeopardizes the achievement of the purpose of the Agreement and on the observance of which the Customer regularly can rely.
12.3. Without prejudice to the abovementioned Sections 12.1 and 12.2 the liability of Atmen is excluded for force majeure (incl. strikes, natural disasters, pandemics).
12.4. Strict liability for initial defects (§ 536a (1) BGB) is excluded.
12.5. Atmen retains the right to object due to contributory negligence on the part of the Customer (e.g. due to a breach of the Customer's duty to cooperate).
12.6. If Atmen’s liability is excluded or restricted, this also applies to the personal liability of its employees, representatives, and agents.
13.1. In order to maintain the functionality of the Atmen Platform, Atmen shall carry out software updates as required and at its own discretion during the Contract Period.
13.2. The Atmen Platform is offered subject to availability. The average availability of the Atmen Platform and Services are 99 % on a monthly average, for each subscription or service individually, excluding any scheduled downtimes for software updates and maintenance periods ("Uptime Commitment").
13.3. The Parties shall inform each other immediately of any malfunctions of the Atmen Platform or Services they detect. As soon as Atmen becomes aware of the malfunction, Atmen shall begin to remedy the malfunction within the following response times during Atmen’s business hours Monday to Friday from 09:00 to 18:00, except for public holidays in Bavaria Germany,
13.4. Scheduled Downtime refers to periods when Atmen Platform may be unavailable due to planned maintenance and upgrades. Customers will be notified at least 48 hours in advance of any scheduled downtime, through email and/or in-platform notifications. Scheduled maintenance will, where possible, be conducted during off-peak hours to minimise disruption.
13.5. Unscheduled Downtime occurs when the platform is unavailable due to unforeseen circumstances, such as hardware failures, network issues or unexpected errors. We will promptly notify affected customers of unscheduled downtime, providing regular updates until resolution.
13.6. The decisive factor is the availability of the Software at the delivery point. Not included in the calculation of the Uptime commitment are
(i) periods of unavailability due to circumstances beyond the control of Atmen, in particular force majeure;
(ii) Actions or inactions of the Customer or third parties, including negligence of the Customer’s duties as outlined in Section 6, using the platform in a non-intended way or outside the scope described in Section 2 and SOW, configuration errors or unauthorized changes;
(iii) the Customer's equipment, software, or other technology and/or third-party equipment, software, or other technology (not within the primary control of Atmen);
(iv) third-party tools, services and equipment that we employ for the operation of our platform which are not within the primary control of Atmen.
14.1. Atmen grants access to the Atmen Platform for the duration of the effective date of the first SOW until the Customer terminates and requires the deletion of the Customer’s account (“Access Period”). Services will be granted from the effective date of the respective SOW covering the Service until expiry of the Service as specified in the SOW (the "Initial Term"). Recurring Servicesshall be automatically renewed for further periods of one (1) year (“Renewal Term”, the Initial Term and Renewal Term a "Contract Period") unless the Contract is terminated with three (3) months’ notice before the end of the then-current Agreement term. The Customer's notice of termination shall be sent by e-mail to support@atmen.co. Any such termination shall be effective as of the date that would have been the first day of the next Renewal Term.
14.2. The right of either party to terminate the Agreement without notice for good cause and the right to terminate the Agreement in accordance with Section 10.4 (special termination in the event of a fee increase) and Section 15 (special termination in the event of changes to the GTC) shall remain in effect.
14.3. In the event of termination of the Agreement, all rights to use the Software granted to the Customer shall expire immediately and the Customer shall cease to use the Software.
14.4. Upon termination of the Agreement, Customer shall pay to Atmen all undisputed amounts due and payable thereunder.
15.1. Atmen reserves the right to change or amend these GTC. The planned changes or amendments shall be announced to the Customer by e-mail or in writing with a reasonable period of notice before the planned entry into force. If the Customer does not object to the amended GTC in text form (e.g. letter, e-mail) within six (6) weeks after receipt of the e-mail, the amended GTC shall be deemed accepted.
15.2. In the event of an objection, the original GTC shall continue to apply unchanged; in this case, however, Atmen shall be entitled to terminate the Agreement within the scope of a special right of termination with a notice period of two (2) months from receipt of the objection to the end of a calendar month. The special right of termination does not apply in the first year of the Agreement.
16.1. “Confidential Information” refers to all technical and non-technical information belonging to a Party, related to their business or products, or any other person (whether corporate or not) they’re commercially linked with. This includes information protected by copyright, patent, or trademark, and/or trade secret doctrine, provided by a Party either directly or indirectly, before or after the signing of the SOW. It encompasses proprietary information, techniques, sketches, drawings, design specifications, models, inventions, knowhow, processes, apparatus, equipment, algorithms, software programs, codes, methods, software source documents, and formulae relating to Atmen’s current, future and proposed Services and the Atmen Platform. It also includes information concerning research, experimental work, statistics, development, design details, specifications, engineering and all other aspects of Atmen’s Business or affairs. This extends to Atmen’s assets, liabilities, profitability, prices, policies and financial position, the receipt of Confidential Information by the Customer, discussions between the Parties or any terms, conditions or other facts with respect to the collaboration. Confidential Information may be transmitted, supplied, disclosed, or communicated in written, visual, electronic or oral form. Confidential Information includes trade secrets according to the German Trade Secrets Act (GeschGehG) even if no reasonable protection measures in the meaning of Section 2 no. 1b) GeschGehG have been implemented. Furthermore, it encompasses any confidential and proprietary information of the Disclosing Party that is marked confidential or appears to be so, disclosed to the Recipient in any form, and the terms of all agreements between Customer and Atmen. Customer acknowledges that Atmen expends substantial time, effort and money to develop, enhance and maintain the Services, and that all such Services, whether acquired directly or indirectly by Customer, constitute the Confidential Information of Atmen and its valuable intellectual property.
16.2. Confidential Information does not include any information that the Parties can prove:
(i) is or becomes generally known to the public through no breach of this Agreement or any other confidentiality obligation by each of the Party or its Representatives (if any);
(ii) is lawfully known to the respective Party at the time of disclosure without an obligation of confidentiality; or
(iii) the respective Party rightfully obtains from a third party without restriction on use or disclosure and without a breach of a confidentiality obligation by such third party;
(iv) is independently developed by the respective Party without reference to, or use of, any Confidential Information of each Party;
(v) each Party is legally compelled to produce and/or disclose by an applicable court of law, governmental or regulatory authority, provided that the respective Party must promptly notify, to the extent legally possible, the other Party so that the other Party may seek appropriate protection or remedy and/or waive the other Party’s compliance with certain provisions of this Agreement; or
(vi) is authorized in writing by the other Party to be released from the confidentiality obligations herein.
16.3. The Party receiving Confidential Information (“Recipient”) will receive and hold Confidential Information strictly confidential, not disclosing such Confidential Information to third parties, whether in whole or in part either directly or indirectly in any shape or form, or using it outside of this Agreement’s scope. Confidential Information excludes information that
(i) was in the public domain prior to the time of disclosure;
(ii) becomes public post-disclosure without any action of Recipient
(iii) was known to Recipient at the time of disclosure;
(iv) is obtained by Recipient from a third party without known confidentiality breach;
(v) is independently developed by Recipient without using Disclosing Party’s Confidential Information; or
(vi) is legally required to be disclosed by Recipient, provided that such disclosure and, to the extent reasonably practicable, provides reasonable cooperation and assistance to Disclosing Party.
16.4. The Parties agree to:
(i) use Confidential Information only to fulfil their obligations under this Agreement and not for personal gain or competition;
(ii) apply reasonable measures (Sec. 2 no. 1b) GeschGehG) to prevent disclosure of Confidential Information;
(iii) not copy, reproduce, or reduce to writing any part of the Confidential Information except as necessary under this Agreement and to ensure that any copies, reproductions or reductions to writing shall be the property of Atmen;
(iv) upon Atmen’s request, without undue delay upon receipt of Atmen’s written request, deliver to Atmen or destroy all documents and other material in the possession, custody or control of Customer containing Confidential Information without undue delay, retaining no copies or reproductions thereof unless required by law, and expunge all Confidential Information, to the extent technically possible, from any device or media containing it, unless otherwise stipulated by law
(v) maintain all Confidential Information’s confidential or proprietary markings, refraining from removing, destroying, or rendering them illegible as long as any confidentiality obligations remain under this Agreement.
16.5. If legally required to keep a copy of Confidential Information for the purpose of compliance (which includes bona fide internal compliance policies), the aforesaid obligation to return or destroy Confidential Information shall be suspended until the end of the required period, with confidential obligations remaining in force.
16.6. Representative(s) given access to any Confidential Information must have a legitimate “need to know” and must have agreed, either as a condition of employment, representation or in a written agreement, to abide by terms and conditions substantially similar to those under the GTC. Each Party must promptly notify the other Party if it becomes aware that it or its Representatives violate the GTC. In any event, the Parties shall remain liable for any breaches of the GTC by its Representatives. “Representatives” are defined as the Parties’ employees, directors, officers, affiliates as per Section 15 et seq. AktG, external consultants and contractors.
16.7. Notwithstanding the foregoing, Atmen shall have the right to use business information used on Atmen Platform in aggregate and anonymous form solely for the purpose of compiling statistical and performance information or improving predictive capability in connection with the provision and operation of the Services. Atmen retains all intellectual property rights in such statistical information.
16.8. The confidentiality obligation in this Section 16 further applies to any and all Confidential Information received by the other Party before the signing of this Agreement and surrenders also after termination or end of this Agreement.
17.1. “IP Rights” means on a worldwide basis all rights of the following types, which may exist or be created under the laws of any jurisdiction (in each case whether registered or not):
(i) trademarks, business names, domain names, trade name rights, work titles;
(ii) patents, utility models, rights to inventions and design rights;
(iii) copyrights, database rights and other rights associated with works of authorship, including exploitation rights, economic rights in software as set forth in Section 69b German Copyright Act (Urheberrechtsgesetz) and moral rights (Urheberpersönlichkeitsrechte);
(iv) trade secret rights and rights in know-how;
(v) any video, audio, or audiovisual content, images, written or other materials, technology, application, tool, process, code, source code, know-how, methodology, work, business plan, customer list, database, software, computer programs, inventions,
(vi) any other proprietary rights in intellectual property; and
(vii) rights in or relating to applications, registrations, renewals, extensions, combinations, divisions, continuations and reissues of, and applications for, any of the rights referred to in clauses (i) through (vi) above.
17.2. Atmen holds and retains all IP Rights on Atmen Platform and Services, including all the exploitation rights enabling it to sell, install, modify and interface the software. These IP Rights are protected trademarks, and may not be copied, imitated or used, in whole or in part, without prior written permission by Atmen, or expressly stated in the Agreement. Atmen has the right to grant licenses to its Customers, including all associated intellectual property and other proprietary rights. Any rights not expressly granted to Customer in an Agreement are reserved by Atmen. Unless stated otherwise in this Agreement, nothing shall be construed as granting to any party any IP Right, nor shall affect the right of any Party to challenge the scope, validity, or alleged infringement of any IP Right.
17.3. Any Customer-owned intellectual or other property provided to Atmen in connection with the provision of the Services will remain owned solely by Customer. Upon termination of the Agreement, Customer will not receive updated data from Atmen in respect of the period after the effective date of any such termination, however, Customer will retain a perpetual right to use the data received during the Contract Period as permitted by the Agreement.
17.4. In the event of a breach by the Customer of this Section 17, all rights granted hereunder shall automatically revert to Atmen. Any further use of the Atmen Platform and Services by the Customer thereafter shall constitute copyright infringement. Furthermore, Atmen reserves the right to delete infringing content as well as content containing viruses or other harmful components and/or to terminate the Atmen Platform provided hereunder.
18.1. The Customer shall only be permitted to offset claims that are undisputed by Atmen or have been legally established.
18.2. The Customer may not assign or transfer any claim under this Agreement without Atmen’s consent.
18.3. Customer shall only be entitled to rights of set-off or retention insofar as its mutual claim is recognised or has been legally established.
18.4. The exclusive place of jurisdiction for all disputes arising from and in connection with this Contract is Munich. Place of performance is the registered office of Atmen.
18.5. The law of the Federal Republic of Germany shall apply exclusively.
18.6. No oral ancillary agreements have been made. Amendments and additions to this Agreement, including this clause, must be in writing to be effective. This requirement for written form shall also apply to the repeal of this written form requirement.
18.7. Should a provision of these GTC be or become invalid or unenforceable in whole or in part for whatever reason, including a violation of any laws applicable to it, the validity of the other provisions hereof is not affected. In that case, the invalid or unenforceable provision is deemed to be replaced by such valid and enforceable provision or arrangement that corresponds as closely as possible to the invalid or unenforceable provision and to the Parties' economic aims pursued by and reflected in this Agreement. The same applies in the event that this Agreement does not contain a provision necessary to achieve the economic purpose as expressed herein (Regelungslücke).
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Version date: 09.09.2024
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