CheMondis Subscription Terms

These CheMondis Subscription Terms ("Subscription Agreement") apply between CheMondis GmbH, Zeppelinstraße 9, 50667 Cologne ("CHEMONDIS") and the contracting party accepting this Subscription Agreement ("Customer") and govern the provision and use of the cloud-based or internet-provided B2B marketplace platform of CHEMONDIS ("CHEMONDIS Platform") and other related IT services and sup-port ("Services").

1.1 Effective Date
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This Subscription Agreement becomes effective on the start date defined in an Order Form concluded with the Customer ("Order Form"), or at the latest upon the provision of the service by CHEMONDIS to the Customer.
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1.2 Subject Matter of the Agreement, Individual Agreements

1.2.1 CHEMONDIS provides the Customer with the CHEMONDIS Platform as an internet-based B2B marketplace for the chemical industry and its execution environment for use. The CHEMONDIS Platform enables the Customer to offer chemical products, manage listed products and their availability, search for buyers, and manage order processing, including the related technical design. The current functionality of the CHEMONDIS Platform is defined in the respective Individual Subscription Agreement (Order Form) and the description available at www.chemondis.com.

1.2.2 The use of the CHEMONDIS Platform is based on a Software-as-a-Service model, meaning the Customer accesses it via the internet for the agreed duration. The Customer confirms having acknowledged and agreed to the General Terms of Use available at https://chemondis.com/landing/terms. The General Terms of Use applicable at the time of this Subscription Agreement are attached as Appendix A.

1.2.3 CHEMONDIS also offers the Customer related services (IT services and support). These services are related to the CHEMONDIS Platform.

1.2.4 All orders or assignments by the Customer must be agreed upon at least in electronic form via Order Forms.

1.3 Contractual Basis, General Terms and Conditions (T&C) of the Customer

1.3.1 The contractual basis for the use of the CHEMONDIS Platform and the Services is exclusively derived from the respective Order Form and this Subscription Agreement, including its annexes and supplementary conditions provided by CHEMONDIS (e.g., General Terms of Use).

1.3.2 The Customer's T&C, even if attached to requests for proposals, orders, declarations of acceptance etc., and not explicitly objected to, do not become part of the Subscription Agreement.

2.1 Subscriptions

Unless otherwise specified in the respective Order Form, Services and access to the CHEMONDIS Platform are obtained as subscriptions for the term specified in the Order Form.

2.2 Scope of Use

If the Customer exceeds the agreed scope of use, CHEMONDIS is entitled to work with the Customer to reduce usage to comply with the agreed scope. If the Customer is unable or unwilling to comply despite CHEMONDIS's efforts, the Customer shall promptly execute an Order Form for additional volumes for the respective Services or Content and/or pay invoices for usage exceeding the agreed scope according to the payment terms below.

2.3 Lawful Use, Access Credentials

2.3.1 The Customer agrees to use the CHEMONDIS Platform or Content only within the contractual provisions, particularly the General Terms of Use and applicable laws, for lawful purposes.

2.3.2 Access credentials, such as usernames and passwords, must be kept confidential and not shared with third parties.

2.4 Reservation of Rights

The Customer and its designated users receive a non-exclusive, non-transferable, and subscription-term-limited right to access the CHEMONDIS Platform or Content via the internet. The Customer may not copy, modify, or distribute the CHEMONDIS Platform or Content without authorization.

3.1 Duration

This Subscription Agreement begins on the effective date and remains valid until all subscriptions concluded under this Subscription Agreement have expired or are otherwise terminated.

3.2 Subscription Term, Ordinary Termination

3.2.1 The term of each subscription is governed by the respective Order Form. Unless otherwise agreed in the Order Form, all subscriptions automatically renew for one year unless either party terminates them with written notice at least three months before the end of the respective subscription term.

3.2.2 Unless explicitly agreed otherwise in the respective Order Form, subscriptions with promotional or one-time prices are renewed at the prices valid at the time of renewal according to CHEMONDIS's price list.

3.3 Extraordinary Termination

The right to extraordinary termination of an Individual Subscription Agreement or subscription for good cause remains unaffected. CHEMONDIS is particularly entitled to extraordinary termination if the Customer fails to make due payments despite reminders or violates the contractual provisions regarding the use of the CHEMONDIS Platform or Services.

Extraordinary termination generally requires prior written warning and a request to remedy the cause within a reasonable period. In the event of extraordinary termination by CHEMONDIS, CHEMONDIS is entitled to immediately cease all services.

3.4 Form

All terminations must be in written or text form (e.g., via email).

3.5 Data Backup

It is the sole responsibility of the Customer to create a backup copy of its data stored on the CHEMONDIS Platform before the expiration or termination of the Subscription Agreement.

4.1 Prices

The Customer pays the prices listed in the respective confirmed Order Form. Unless otherwise specified in this Subscription Agreement or an Order Form

(i) Prices for subscriptions are based on the respective subscription and not on actual usage,

(ii) Payment obligations are non-cancelable, and payments made are non-refundable, and

(iii) Quantities obtained cannot be reduced during the subscription term.

4.2 Invoicing and Payment

Fees for the use of the CHEMONDIS Platform and agreed Services are invoiced in advance according to the conditions specified in the respective Order Form. Unless otherwise specified, invoices are due for payment within 14 days of the invoice date.

The Customer is responsible for providing CHEMONDIS with complete and accurate billing and contact information and notifying CHEMONDIS of any changes.

4.3 Taxes

All prices are net prices plus applicable VAT.

4.4 Default

If payment is delayed by 30 days, CHEMONDIS is entitled to deactivate the CHEMONDIS Platform at the Customer's expense. The Customer remains obligated to pay the agreed prices. CHEMONDIS's right to extraordinary termination remains unaffected.

Personal data of the Customer will be processedin accordance with the General Data ProtectionRegulation (GDPR) and other applicable legalprovisions. The privacy policy available atwww.chemondis.com/privacy.html applies.

6.1 Unlimited Liability

The parties are liable without limitation for damages caused by intent or gross negligence, for the absence of a guaranteed characteristic, for injury to life, body, or health, and under the Product Liability Act.

6.2 Liability for Breach of Cardinal Obligations

In cases of slight negligence, CHEMONDIS is only liable if an obligation is breached whose fulfillment is essential for the proper execution of the agreement, whose breach jeopardizes the achievement of the agreement's purpose, and on whose compliance the Customer regularly relies (cardinal obligation). In the event of a breach of a cardinal obligation, liability is limited to the typical foreseeable damage under the agreement. Otherwise, liability for damages caused by slight negligence is excluded.

6.3 Strict Liability

Strict liability of CHEMONDIS for damages under Section 536a of the German Civil Code (BGB) for defects existing at the time of contract conclusion is excluded.

6.4 Liability Cap

Unless CHEMONDIS is liable under Section 6.1 "Unlimited Liability," the total liability of CHEMONDIS, together with its affiliated companies, in connection with this Subscription Agreement is limited to the amount paid by the Customer and its affiliated companies to CHEMONDIS for the services causing the liability in the 12 months preceding the first damaging event on which the liability claim is based.

The payment obligations of the Customer and its affiliated companies under the section "Payment Terms" remain unaffected by this Section 6.4 "Liability Cap."

6.5 Indemnification

The Customer shall indemnify CHEMONDIS against claims by third parties, particularly end users or authorities, and hold CHEMONDIS harmless from damage and costs arising in connection with the Customer's non-contractual use of the CHEMONDIS platform or CHEMONDIS services, or from unlawful or incorrect data processing under applicable data protection laws, unless CHEMONDIS is solely and exclusively responsible for the damage and/or legal violation.

7.1 Warranty

CHEMONDIS warrants the functionality of the CHEMONDIS platform with the features specified in the functional description according to the order form for the agreed term. The Customer acknowledges and accepts that the CHEMONDIS platform may be dynamically developed further, and the functional description may be adjusted from time to time. The warranty for only minor impairments of the usability of the CHEMONDIS platform or CHEMONDIS services is excluded.

Strict liability under Section 536a (1) of the German Civil Code (BGB) for defects in the CHEMONDIS platform or CHEMONDIS services existing at the time of contract conclusion is excluded.

7.2 Reduction

In the event of a reduction in usability, the Customer may claim the refund amounts specified exclusively in the order form, if applicable.

7.3 No Guarantee

Statements regarding the characteristics of the services, technical data, and specifications in the contract documents serve solely to describe the respective service. They are not to be considered guarantees (or warranted characteristics) within the meaning of the German Civil Code. CHEMONDIS does not provide any guarantee promises.

7.4 Limitation Period

Warranty claims under this Subscription Agreement expire 12 months after the start of the statutory warranty period.

7.5 Other Provisions

Otherwise, any potential claims of the Customer are excluded. This does not affect liability for damages under the conditions and to the extent provided in this Subscription Agreement.

8.1 Transfer of Rights and Obligations to Third Parties
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The Customer may transfer the rights and obligations under this Subscription Agreement to a third party only with prior written consent from CHEMONDIS.

8.2 Order of Precedence

In the event of contradictions or deviations between an order form and this Subscription Agreement and its annexes, the following order of precedence applies: (1) The respective order form, including the references therein; (2) all annexes, references, or amendments to this Subscription Agreement; (3) this Subscription Agreement.

8.3 Reference

The Customer agrees that CHEMONDIS may name or publish the Customer as a customer reference ("success story").

8.4 Deviating Rules

This Subscription Agreement, the General Terms of Use, and the respective order form, including any referenced documents, constitute the entire Subscription Agreement between CHEMONDIS and the Customer. There are no verbal side agreements. Deviations from this Subscription Agreement, its annexes, or the order form require a written form.

8.5 Governing Law

The contractual relationship between the parties is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

8.6 Jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this Subscription Agreement is Cologne, Germany.

8.7 Severability Clause

If any provision of this Subscription Agreement is found to be invalid, unenforceable, or illegal by a competent court, that provision shall be void, and the remaining provisions of this Subscription Agreement shall remain valid.

8.8 Interpretation

This Subscription Agreement is issued in a German and an English version. In the event of a disputed interpretation, the German version shall prevail.

March, 2025