LiveEO GmbH, Cuvrystraße 3-4, 10997 Berlin, Germany (hereinafter “LiveEO”) has developed TradeAware, an online information platform for vegetation analysis and monitoring via satellite data (“TradeAware”) enabling users of TradeAware (“Users”) to share information to enable the Customer to provide information required under the European Union Regulation (EU) 2023/1115 (hereinafter “European Deforestation Regulation”). 

LiveEO is offering the use of TradeAware to the customers under these TradeAware terms and conditions (hereinafter “TradeAware Terms”).

The Order Form together with the TradeAware Terms and the documents referred to therein set out the agreement between the customer designated in the Order Form (“Customer”) and LiveEO relating to TradeAware and related Services provided by LiveEO (“Agreement”). 

LiveEO and the Customer are hereinafter each referred to as “Party” and together as the “Parties”

1 Definitions

“Admin Account” shall mean an administrator account with provided by LiveEO for the use of TradeAware that is specific to the Customer and is protected by a password.

“Agreement” shall have the meaning as given in the Header of these TradeAware Terms.

“Affiliate” shall mean any affiliate pursuant to Section 15 of the German Stock Corporation Act (Aktiengesetz).

“Confidential Information” shall mean all information disclosed by one Party to the other, 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 the existence and all contractual details of this Agreement and any details about TradeAware and the Services as well as all information provided by the Parties with regards to TradeAware and Services including all software code, inventions, algorithms, know-how, ideas, data and all business, or other technical and financial information relating to TradeAware or Services.

“Customer” shall have the meaning as given in the Header of these TradeAware Terms.

“Customer Account” shall mean the individual access to these TradeAware provided by LiveEO to the individuals designated by the Customer to use TradeAware under the Agreement.

“Customer’s Internal Use” means use of TradeAware and/or the Services solely for the Customer’s internal business or organizational purposes, subject to the terms, conditions and restrictions of the Agreement.

“Customer User(s)” shall mean the User(s) with a Customer Account being authorized to use TradeAware under the Agreement.

“European Deforestation Regulation” shall have the meaning as given in the Header of the TradeAware Terms.

“Header” shall mean the preamble of these TradeAware Terms.

“LiveEO” shall have the meaning as given in the Order Form and the Header of these TradeAware Terms.

“Order Form” shall mean a binding order form executed by the Customer and LiveEO and incorporating the Agreement. 

“Services” shall mean the Services provided by LiveEO in connection with the provision of TradeAware as set out in the Order Form.  

“Start Date” shall mean the commencement date of the Agreement as provided in the Order Form.

“Terms of Use for TradeAware” shall mean the terms of use governing TradeAware under: https://www.live-eo.com/terms-of-use-tradeaware 

“TradeAware” shall mean the application as defined in the Header of these TradeAware Terms.

“TradeAware Content” shall mean the content accessible via TradeAware.

“TradeAware Terms” shall mean those terms and conditions as defined in the Header of these TradeAware Terms.

“Term” shall mean the term of this Agreement pursuant to Section 13 and the Order Form.

“User(s)” shall have the meaning as given in the Header of these TradeAware Terms.

“Web Application” shall mean the user interface available via the internet for the access to TradeAware. 

2 Conclusion of the Agreement and Order Forms

2.1 The Agreement (including its recitals and any appendixes, attachments, exhibits, annexes and schedules hereto, all of which are incorporated herein by reference) sets forth the entire agreement between the Parties and concerning the subject matter hereof, and supersedes all prior agreements, negotiations, representations, and discussions, written or oral, express or implied, between the Parties in relation thereto. Addenda and amendments to this Agreement must be made in writing. This shall also apply to waiving the requirement to use the written form. Without limiting the generality of the foregoing, general terms and conditions of the Customer do not apply and are hereby expressly excluded.

2.2 These TradeAware Terms shall serve as a framework agreement for all services provided by LiveEO to the Customer relating to TradeAware (i.e. TradeAware and additional Services) and shall, unless otherwise agreed between the Parties in writing, apply to all orders (made by filling out a respective Order Form) made by the Customer or the Customer’s Affiliates relating to TradeAware. 

2.3 If there is a conflict between the terms of these TradeAware Terms and an individual agreement (including individual provisions stated in an Order Form), the individual agreement prevails. If there is a conflict between the terms of the main body of this Agreement and its annexes or appendixes, the provisions in the main body of the Agreement shall prevail. If there is a conflict between the Oder Form and the annex or appendixes the Order Form shall prevail. 

3 Provision of TradeAware

3.1 LiveEO will make TradeAware available to the Customer by providing the access to TradeAware via internet for the use via Web Application for Customer’s Internal Use.

3.2 LiveEO will ensure the availability of TradeAware to the Customer on a best-efforts basis, i.e., efforts which are commercially reasonable and may be reasonably expected by the Customer in accordance with industry standards. Unless otherwise agreed in the Order Form, LiveEO does neither guarantee 24/7/365 availability nor a specific availability but will use commercially reasonable efforts to ensure continuing availability of TradeAware. 

3.3 LiveEO uses third parties to host TradeAware or parts thereof and uses data and information in the form of satellite images from third parties to provide the vegetation analysis via TradeAware Software. The availability of TradeAware, up to date material and information provided via TradeAware may thus depend on such third parties. The Customer acknowledges such third party dependency and will not hold LiveEO liable for damages due to unavailability of TradeAware and the data caused by such third party. The analysis, information and data provided through TradeAware is based on AI algorithms and therefore only provides a calculation and approximation based on the data provided. The Customer acknowledges that LiveEO may only provide such calculation by means of the AI based algorithms and will not hold LiveEO liable for wrong predictions or calculations or any damages caused by such results, information or analysis. 

3.4 The Customer acknowledges, that LiveEO does not review any information individual Users share with the Customer via TradeAware and is not liable for any such content. The Customer will not hold LiveEO liable for damages caused by or in connection with the information including any false or misleading information provided to the Customer by Users via TradeAware including documents, plot description and certificates.

3.5 The Customer may notify LiveEO by reporting via email to the LiveEO contact email-address designated in the Order Form about any information provided via LiveEO that is illegal, false, misleading, in violation of applicable laws or otherwise violating the Terms of Use for TradeAware. LiveEO will follow up sending a notification about the receipt of the report and reserves the right to 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. 

3.6 LiveEO does not assume any liability relating to the information provided by Users of TradeAware to the Customer. In particular, it remains the sole and exclusive obligation of the Customer to assess the information provided by Users via TradeAware in terms of validity and authentication and to assess the information in terms of compliance with the European Deforestation Regulation. It is therefore the Customer’s responsibility to include in any agreements concluded with Users of TradeAware sufficient guaranties and liabilities relating to the information provided by Users via TradaAware and to hold Users accountable for false and misleading information and any relating damages.

3.7 LiveEO will notify the Customer at least 48 hours prior of any planned maintenance that might impact the availability of TradeAware.

3.8 The number of Customer Accounts for TradeAware available to the Customer depends on the Customer’s subscription as stated in the Order Form. The Customer will have the option to purchase additional usage rights or upgrade the Customer’s subscription. Without limiting the forgoing, to the extent the Customer sets up more Customer Accounts than agreed upon or otherwise exceeds the number of Customer Accounts agreed upon in the Order Form, the Customer shall pay additional fees for the number of Customer Accounts exceeding the contractual limit pro rata in the amount agreed upon in the Order Form. 

3.9 LiveEO will provide the Customer with a primary Admin Account for using TradeAware. The Customer may create additional Admin Accounts for additional administrators within the Customer’s organization. 

3.10 LiveEO reserves the right to suspend the Customer’s Admin Account(s) temporarily or permanently if the Customer is in breach of contract, i.e., violate any of the terms of this Agreement.

3.11 LiveEO will make regular backups of TradeAware, but the Customer is responsible to make regular backups of the data saved or associated with the Customer’s Admin Account(s), including the data provided by Users to the Customer and shall utilize backup and export functions in TradeAware to the extent available.

3.12 LiveEO will provide standard support Services to the Customer from Monday to Friday 10am to 5pm except for legal or bank holidays in Germany. Any support Service will be provided to the administrator(s) of the Customer only. LiveEO will not provide support to the Customer Accounts.

3.13 The Customer shall notify LiveEO of any defects or irregularities of TradeAware. LiveEO will confirm receipt of the notice and analyze it. The Customer shall provide all facts to enable LiveEO to analyze the issue. LiveEO may refuse to provide a solution for the underlying issue if LiveEO concludes that the issue does not relate to TradeAware but to the Customer’s IT system, use of the Services not covered by the Agreement, or may be caused by an end-user device. 

3.14 The Customer is responsible for making all arrangements necessary to have access to TradeAware and for procuring and maintaining all necessary equipment and network connections in order to access and use TradeAware. 

3.15 The Customer is responsible for safeguarding any password the Customer has set and used to access TradeAware and must prevent any unauthorized use of these details. The Customer agrees not to disclose the Customer’s or any password of a Customer Account to any other person. If the Customer believes an unauthorized person has access to TradeAware, the Customer must notify LiveEO as soon as possible. The Customer is responsible for all activities occurring under the Customer’s Admin Account(s).

4 Provision of Services

4.1 LiveEO shall provide the Services set out in the Order Form in the agreed or generally accepted industry-standard quality and according to the current state of the art as well as professional quality standards. LiveEO may perform the Services by subcontracting the Services and/or portions of such Services to subcontractors, in particular by subcontracting system integration services to system integration partners.

4.2 LiveEO shall only provide deliverables if the provision of such deliverables is by nature of the Services the result of the Services, or the provision of the deliverables is expressly set out in the Order Form.   

4.3 If the acceptance of the Services or deliverable is explicitly set out in the Order Form LiveEO shall provide such Services or deliverables for acceptance by the Customer. 

4.4 The Customer may at any time request changes to the Services and the deliverables and issue instruction relating to the Services and deliverables. Unless otherwise agreed upon in the Order Form LiveEO may accept such changes in its own discretion, unless such changes do not increase time and effort for the provision of the Services, or the Customer offers to compensate for the additional time and effort in the changes requested. 

5 Customer’s Rights and Obligations; License and Use rights; Restrictions

5.1 Unless otherwise agreed upon in the Order From, the Customer shall provide all material and information and assist in any way reasonably required for the provision of TradeAware and the Services.  

5.2 Subject to this Agreement and payment of all applicable fees, LiveEO grants, during the Term, the Customer a personal, non-exclusive, limited, revocable license to use TradeAware for the Customer’s Internal Use as set out in this Agreement.

5.3 The Customer shall oblige the Customer Users to comply with the Terms of Use for TradeAware. and acknowledges its responsibility for any content shared by Customer Users via TradeAware. 

5.4 The Customer must not sell, transfer or sub-license the Customer’s access to TradeAware. 

5.5 The Customer will not and shall oblige the Customer Users not to allow anyone else to:

• use TradeAware for any purpose that is unlawful or prohibited by (i) this Agreement and/or (ii) the Terms of Use for TradeAware;
• 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 the TradeAware Content for any purpose not expressly permitted under this Agreement;
• copy or otherwise reproduce the TradeAware Content except as for Customer’s Internal Use under this Agreement;
• use any robot, spider, site search or retrieval application, or any other device to copy, retrieve, archive or index any portion of TradeAware that requires authentication;
• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of TradeAware;
• access all or any part of TradeAware in order to build a product or service which competes with TradeAware or LiveEO’s Services or use or attempt to use TradeAware to directly compete with us (including by reselling access to TradeAware);
• use TradeAware and/or the Services in any manner that could interfere with any other party’s use of TradeAware;
• 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;
• attempt to gain unauthorized access to TradeAware, or any part of the Services, other accounts, computer systems or networks connected to TradeAware, or any part thereof, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of TradeAware or any activities conducted on TradeAware;
• obtain or attempt to obtain any materials, information, software code, algorithm, through any means not intentionally made available through TradeAware or Services;
• either modify TradeAware in any manner or form, or use modified versions of TradeAware, including (without limitation) for the purpose of obtaining unauthorized access to TradeAware; 
• alter or remove any copyright notice or proprietary legend contained in or on the TradeAware Content; or
• deep-link to TradeAware or use any of LiveEO logos, graphics, or trademarks as part of the link without LiveEO’s express written consent.

5.6 At all times while using TradeAware, the Customer

• must comply with all applicable laws, rules and regulations, including the Terms of Use for TradeAware;
• is responsible for any actions and omissions relating to the use of TradeAware and the Services by the Customer, and Customer is responsible for any actions and omissions relating to the use of TradeAware by their employees, agents, representatives and other parties the Customer granted access to a Customer Account;

6 Fees and Payment Terms

6.1 The Customer is responsible for paying all fees as agreed in the Order Form. Unless otherwise specified in the Order Form, the fee for TradeAware shall be due and payable for from the provision of the access to TradeAware each month in advance within 14 days upon receipt of an invoice. Unless otherwise specified in the Order Form, the fees for additional Services are due and payable at the beginning of the provision of the Services and within 14 days upon receipt of an invoice. 

6.2 All fees are exclusive of applicable sales tax, VAT, and any other applicable taxes, unless otherwise stated. The Customer may be charged and is solely responsible for all applicable taxes.

7 Intellectual Property Rights

7.1 LiveEO retains all right, title and interest to TradeAware and all rights arising in connection with the provision of the Services, 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. 

7.2 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. 

7.3 Subject to this Agreement, LiveEO hereby grants the Customer 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 Customer to demonstrate compliance with the European Deforestation Regulation. The grant of the license is subject to the Customer’s compliance with this Agreement. The term of the license under this Agreement shall commence on the date the Customer subscribes to TradeAware and ends with the termination of this Agreement. The license granted to the Customer terminates immediately if the Customer attempts to circumvent any technical protection measures used in connection with TradeAware. TradeAware is licensed to the Customer and the Customer hereby acknowledges that no title or ownership in TradeAware is being transferred or assigned to the Customer. All rights not specifically granted hereunder are reserved by LiveEO.

7.4 TradeAware allows the Customer to create and provide information and data by entering and uploading information and data in TradeAware and to share such information with Users. The Customer therefore grants LiveEO 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 information and data created and provided by the Customer 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 and provide the information and data to Users to enable them to ensure compliance with the European Deforestation Regulation within the supply chain. 

8 Representations and Warranties

8.1 Each party represents and warrants to the other party that: (i) it has full power and authority to enter into the Agreement and to perform its respective obligations under the Agreement; and (ii) it has complied and will continue to comply with all applicable laws, rules and regulations in connection with the execution, delivery and performance of the Agreement.

8.2 LiveEO warrants that TradeAware, when used as intended and in accordance with LiveEO's instructions, will substantially conform to the specifications published or made available to the Customer by LiveEO for the Term from the date the Customer is first permitted to access and use TradeAware. In the event of a breach of this warranty, LiveEO may, at its sole discretion, either remedy the defect or (partially) refund the fees paid by the Customer for TradeAware. The above provision does not apply to the extent that TradeAware: (i) does not conform with this warranty due to Customer's use of third-party software; and/or (ii) is used for an unintended purpose, is not used in accordance with published documentation or specifications or is otherwise used in violation of this Agreement. Other statutory warranty rights of Customer (e.g., rescission of the Agreement or reduction of the fees due and/or claims for damages, if any) shall remain unaffected. The above warranty is LiveEO’s sole warranty. There are no other explicit or implied representations or warranties, and no guarantees. LiveEO does in particular not give any warranties relating to the data, information, analysis or results of the analysis though TradeAware and the Services.  

9 Limitation of 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 information provided by Users via TradeAware and LiveEO therefore accepts no liability for the accuracy, completeness and usability of the information provided to the Customer via 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 a 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 To the extent LiveEO is liable to the Customer for damages caused by slight negligence which are related to or in connection with this Agreement, the liability of LiveEO will be limited to the total amount payable by Customer to LiveEO hereunder for the twelve (12) month period prior to the date the cause of action first arose, or in case the term of the Agreement is less than 12 months, the amount payable for the first 12 months of the Agreement.   LiveEO’s liability under compulsory statutory law remains unaffected by this maximum liability and is unlimited.

9.10 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

10.1 The Customer shall indemnify, defend and hold LiveEO and its suppliers, partners, agents and contractors harmless from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees and disbursements) arising out of a claim brought by a third party relating to: (i) any breach of this Agreement or any representations, warranties or covenants herein; or (ii) any violation of any applicable law, rule or regulation by Customer or its personnel, including Customer Users, in connection with TradeAware.

10.2 LiveEO shall indemnify, defend (or settle), and hold harmless the Customer from and against all claims, suits, liabilities losses, costs, damages, and expenses, including without limitation reasonable attorneys’ fees or expenses, arising out of or related to any third party claim that alleges that TradeAware and/or Services infringe any copyright, trade secret, patent or trademark, or any other intellectual property right of any third party brought against the Customer. The Customer shall provide LiveEO with: (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. 

10.3 The foregoing provisions states the entire liability of LiveEO, and the sole remedy of the Customer, with respect to any actual or alleged claim of infringement or misappropriation of the intellectual property of any third-party.

11 Privacy and Data Security

11.1 In the course of the use of of TradeAware and the Services under the Agreement, LiveEO and Customer shall comply with the Joint Controller Addendum available here.

11.2 In case and to the extent LiveEO processes any personal data that is subject to the General Data Protection Regulation (GDPR) solely on the Customer’s behalf, related to the Services hereunder, the Parties will conclude a separate data processing agreement pursuant to Article 28 of the General Data Protection Regulation (GDPR) which shall be referenced in the Order Form.

12 Confidentiality

12.1 The Parties shall treat all Confidential Information received from the other Party as strictly confidential and must not disclose it to third parties. Confidential Information must not be used by the receiving Party for any purpose other than in connection with the purposes of this Agreement. For the avoidance of doubt, LiveEO may disclose Confidential Information to LiveEO’s Affiliates and its subcontractors to the extent reasonably necessary to provide TradeAware and the Services. 

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 (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 of such order and will assist the disclosing Party with the objection of such an order.  

12.3 The Parties shall undertake to return or dispose of the Confidential Information and documentation to the respective disclosing Party upon request and without undue delay, when asked to do so, as soon as it no longer requires this information for the execution of the contract.

13 Term and Termination

13.1 The Term of the Agreement begins on the Start Date stated in the Order Form or, if no Start Date is provided, upon signature to the Order Form by the legal representatives of both Parties. The Term shall remain in force for the initial Term of 12 months unless otherwise set out in the Order Form. The Term including the subscription to TradeAware shall automatically renew for one year indefinitely, unless either Party terminates the Agreement in writing upon a six (6) months’ notice period before the end of the Term. The right to immediately terminate the Agreement for cause remains unaffected.

13.2 Upon termination of the Agreement for any reason, the Customer shall pay all fees due at the time of termination, and all licenses granted by LiveEO under this Agreement shall immediately terminate. The Customer’s right to access TradeAware will end, except that, provided the Customer is not in material breach and has fulfilled all payment obligations, LiveEO will permit access to TradeAware for a reasonable period solely for the purpose of exporting or retrieving the Customer’s data. During this period, access will be limited to read-only or export functionalities, and LiveEO shall have no obligation to maintain any specific service levels. The Customer shall pay all fees for Services provided by LiveEO until the date of termination. 

13.3 Any provisions which by their nature are intended to be valid indefinitely shall survive any termination of this Agreement and shall all continue in full force, including the following provisions: Section 1 (Definitions), Section 6 (Fees and Payment Terms), Section 7 (Intellectual Property Rights), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Privacy and Data Security), Section 12 (Confidentiality) and Section 14 (Miscellaneous) of this Agreement. 

14 Miscellaneous

14.1 Notices to the Parties under this Agreement must be sent to the address set out in the Order Form. The Parties may give notice at the email address stated in the Order Form. The Parties agree that all agreements, notices, disclosures, and other communications that the Parties provide to each other electronically to the email address stated in the Order Form satisfy any legal requirement that such communications be in writing. Notice will be deemed served and received immediately (i) 24 hours after an email is sent; or (ii) three days after posting a letter.

14.2 Neither Party may assign its rights or delegate its duties under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that a Party shall have the right to assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets on notice to the other Party, provided that such assignee is not a competitor of the non-assigning Party and has the ability to assume the rights and obligations of the assigning Party hereunder. Any attempted assignment or delegation in violation of this section shall be void. 

14.3 The Customer grants LiveEO the right to use the Customer’s company name and logo as a reference for marketing or promotional purposes on LiveEO’s website and in other public or private communications, subject to the Customer’s standard trademark usage guidelines as provided to LiveEO from time to time.

14.4 The Customer shall have a right to offset against claims only if their counterclaim has been established by a final and binding decision or is undisputed. The same shall apply to the right of retention, the valid exercise of which shall further require that the counterclaim of the Customer must arise under the same contractual relationship.

14.5 Amendments to the Agreement require the unanimous consent of both LiveEO and the Customer in written form. 

14.6 This Agreement is governed by and construed in accordance with German law without giving effect to conflict of laws principles. 

14.7 The sole venue place for all disputes arising directly or indirectly from the Agreement is LiveEO’s registered office if the Customer is a business, a legal entity under public law or a special fund under public law. However, LiveEO is also entitled to take legal action at the general place of jurisdiction of the Customer.

14.8 If one or more provisions of this Agreement are invalid, the Parties shall agree on a replacement provision that comes as close as possible to the invalid provision. The invalidity of one or more provisions of this Agreement shall not affect the validity of the remaining provisions.

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