General Terms and Conditions for the Use of the Codos App

The following General Terms and Conditions (“T&Cs”) govern the legal relationship between the User ("Commuter") and the Codos Foundation, a non-profit foundation with its registered office at Bahnhofstrasse 20, 6300 Zug, Switzerland, entered in the Commercial Register of the Canton of Zug under number CHE-340.055.782. ("Codos") for the use of the app ("Codos App"). The T&Cs do not apply for the downloading of the Codos App from any platform or marketplace of the User’s choice. Part of the General Terms and Conditions are exclusively the sections in normal print; sections printed in italics as well as the headings printed in bold are for explanation and illustration purposes only and have no regulatory content of their own.

The following T&Cs form the basis of any contract you enter into with us, Codos, for the use of the Codos App. The explanations and headings are provided for better understanding. You will notice that our Terms and Conditions are fair and balanced for both you and us.

How is the contract for the use of the Codos App concluded?

A contract for the use of the Codos App between Codos and the Commuter comes into effect through the creation of a Commuter profile ("Commuter Account") containing the full name, residential address (“Residency”) and the approximate address of the workplace (“Workplace”) of the Commuter, the activation of the "Start Journey” button by the Commuter and the approval of the Commuter Account by Codos. The approval of Codos means the acceptance of the Commuter’s offer to conclude a contract for the use of the Codos App.

If you want to use the Codos App, you can register as a Commuter free of charge and take part in reducing your CO2-footprint while earning Codos Tokens. For the Codos App to be able to reward you with Codos Tokens, we need to know your Residency as well as your Workplace.

Is it necessary to state the real name, Residency and Workplace? Can other Commuters see this information?

The Commuter represents and warrants that the full name, Residency, Workplace and – if applicable – the affiliation to a certain organization or company named in the Codos Account are true and correct. In case of changes to this information, the Commuter shall update the Commuter Account without undue delay. Other Commuters cannot see the full name, Residency and/or Workplace of the Commuter on the Codos App. For the interaction with the Codos App and other Commuters and use of the Community Functions, the Commuter can choose a nickname and an avatar in the Codos Account which are shown to other Commuters; further, the progress level currently held by the Commuter is displayed.

Without correct information, we cannot offer our services and help you earn Codos Tokens. But as we understand that this is sensitive information, we do not publish it in the Codos App and use it for internal purposes only (e.g., calculation of the earned Codos Tokens). For any interaction with the Codos App and other Commuters, you can use the nickname and avatar you chose in the Codos App.

Do I have to subject myself to a KYC-Check?

The Commuters ability to use the Codos App is subject to approval by Codos. The prerequisite for this approval is that the Commuter has his legal identity checked by Shufti Pro Ltd. (Meliza Court, Arch. Makarios III Avenue 229, Limassol 3105, Cyprus) subject to the audit criteria defined by Codos (“KYC Check“) and further agrees to the result being transferred to Codos. The KYC check is initiated during registration of an Commuter Account. The results of the KYC check are forwarded by Shufti Pro Inc. to Codos in aggregated form. If the Commuter’s KYC check is positive, Codos will approve the corresponding Commuter Account for using the Codos App. If the data and/or information provided by the Commuter in the course of the KYC Check change, the Commuter is obliged to immediately carry out a new KYC check via the Commuter Account with Shufti Pro Ltd. on the basis of the changed data. The KYC Check is subject to the Terms and Conditions (https://shuftipro.com/terms-and-conditions/) and the Privacy Policy (https://shuftipro.com/terms-and-conditions/) of Shufti Pro Ltd.

Due to provisions of statutory law, we have to check your identity. Otherwise, we would not be able to offer you the full functionalities of the Codos App including the rewards in Codos Tokens. For the KYC Check, we have chosen Shufti Pro Ltd. as a reliable partner, highlighting privacy and data security.

Do Commuters have to pay for the use of the Codos App?

The use of the Codos App is free of charge.

You don’t have to pay for using the Codos App and reducing your individual CO2 footprint.

How does the Codos App work?

Calculation of Commuter CO2 Avoidance

The Codos App provides a service determining the avoidance of CO2 emissions of a Commuter while travelling between the Commuter’s Residency and Workplace (“Journey”) using other modes of transportation (including the use of a car with multiple passengers (“Ride Sharing”)) than individual transportation in a fossil fuel powered vehicle. Therefore, the Codos App measures various parameters of the Commuter’s itinerary (e.g., GPS data, velocity, acceleration) collected from the Commuter’s mobile device with the Codos App installed (“Commuter Device”) and automatically identifies the mode of transportation chosen by the Commuter (“Commuter Motion”). Based on the distance of the Journey, Codos calculates a benchmark route and the corresponding CO2 emissions caused by a fossil fuel powered vehicle for individual transportation (“Reference Route”). The CO2 emissions of the Reference Route are then compared to the CO2 emissions calculated by Codos based on the actual Journey performed by the Commuter with the Commuter Motion, utilizing the data collected from the Commuter Device; the resulting difference in CO2 emissions is the individual CO2 avoidance of the Commuter (“CommuterCO2 Avoidance”). The Commuter is solely responsible for allowing the Codos App to access the relevant data on the Commuter Device.

To identify and calculate your CO2 avoidance for your Journey, we identify your mode of transportation and calculate how much CO2 you saved by choosing this mode of transportation instead of a regular car.

Codos Tokens

Based on the Commuter CO2 Avoidance, Codos, based on the smart contract  applicable at the time of the corresponding Commuter CO2 Avoidance (accessible under Codos smart contract) (“Smart Contract”), attributes a certain number of blockchain-based tokens (“Codos Tokens”) to a digital storage facility (“Wallet”) of the Commuter; this does not apply for Beta Products unless Codos expressly stated otherwise. Codos assumes no liability and/or warranty regarding the monetary value and/or marketability of Codos Tokens; any monetary value displayed in the Codos App is exemplary only. The Codos Tokens can be traded and/or exchanged on platforms of third-party providers, subject to the terms and conditions of this third-party provider.

Based on your CO2 avoidance, we give you Codos Tokens you can save in your wallet. How many Codos Tokens you get for your commute is calculated based on the smart contract underlying the Codos Tokens and its token economy. We have no influence on any value and/or marketability of the Codos Tokens.

Wallet

The use of the Codos App measuring the Commuter CO2 Avoidance is not possible without a Wallet. The Commuter may use the Wallet function of the Codos App (“Codos Wallet”). Alternatively, the Commuter may connect an already existing Wallet with the Codos App (“Third Party Wallet”), subject to the terms and conditions of the respective third-party Wallet provider.

In order to receive the rewards for your sustainable commute, a digital wallet needs to be connected to your user profile. That way, the Codos smart contract will know to which wallet to mint the reward upon a successful sustainable commute.

Codos Wallet

The Commuter may register on the Codos App for the Codos Wallet. The Codos Wallet is a non-custodial wallet provided by Codos, which can only be used for the storing, the transfer and reception of Codos Tokens. For using the Codos Wallet, the Commuter must set a password (“Private Key”) which will be stored on the Commuter Device, secured by an individual recovery phrase; simultaneously, the Codos App will generate a public reference for the individual Codos Wallet (“Public Key”). The Commuter is solely responsible for saving the individual recovery phrase displayed in the Codos App during the registration process for the Codos Wallet, necessary to re-generate the Private Key (e.g. if the Commuter registers the Codos App and the Codos Wallet with a new Commuter Device). The Codos Wallet can be accessed in the Codos App. The Codos Tokens held by the Commuter are stored on the Blockchain (i.e., non-custodial); hence – within the limits of the limitation of liability in these T&Cs – Codos assumes no liability regarding the accuracy of the amount of Codos Tokens displayed in the Codos Wallet, the validity of the transaction initiated by the Commuter and the validity of the reception of Codos Tokens by the Commuter. In the Codos Wallet, the Commuter may access the transactions made to/from the Codos Wallet and transfer Codos Tokens to other Commuters. The Commuter is solely responsible for the transfer of the Codos Tokens, in particular regarding the validity of the intended recipient of the Codos Tokens and the quantity of Codos Tokens to be transferred. If the Codos Tokens are sent to a faulty blockchain address, Codos team will not be able to reverse the transaction or retrieve the tokens after the fact, since the Commuter has full control over the digital assets held in the Wallet.

Codos Wallet is a non-custodial wallet, meaning that the Commuter has full control over the assets in the Wallet and Codos team has no access to the wallet transactions without the approval of the Commuter. A Private Key will be generated for the Codos Wallet upon the creation of the Wallet. The Commuter has the sole responsibility of storing the recovery phrase (12-word sequence necessary to retrieve the Wallet on another device). Codos team will not store the Private Key anywhere, in case the Commuter loses the Private Key (recovery phrase), the funds in the Wallet will be lost (inaccessible forever) and Codos team will have no way of retrieving it. Codos team will never ask you for the Private Key (recovery phrase), never share your recovery phrase with anyone! (Whoever has the Private Key will be able to transfer the digital assets from the given Wallet)

Codos Community

The Commuter may use the “Community Functions” of the Codos App to share the Commuter CO2 Avoidance with other Commuters and engage in interactions with other Commuters or groups of Commuters.

In our Codos Community you can interact with other Commuters, take part in our quests, challenges and competitions, and brag about your Commuter CO2 Avoidance.

Ride Sharing

To use the Ride Sharing Function of the Codos App the Commuter needs to confirm the Ride Share with at least one other Commuter via the QR-code provided on the Codos App. The Journey and the Commuter CO2 Avoidance will be individually calculated for every Commuter in the Ride Share.

If you are Ride Sharing, just have the other Commuter(s) scan your QR-code or scan the QR-code of the other Commuter(s) with your Device.

Complaints

Codos assumes no liability for the accuracy of the data extracted from the Commuter Device. The Commuter is aware that if this data is inaccurate, the Commuter CO2 Avoidance and the amount of Codos Tokens allocated to the Commuter will also be inaccurate. The Commuter recognizes that there may be an error margin when calculation the Commuter CO2 Avoidance and consequently the Codos Tokens attributed for the Journey. In this light, the Commuter accepts that the allocation of Codos Tokens is final and cannot be contested by either party, except in the event of fraudulent use of the Codos App or fraudulent allocation of Codos Tokens.

As we have no influence on your device and the data collected by it. Also, the attribution of the Codos Tokens is fully automated. Hence, neither you nor we can appeal the attribution of Codos Tokens.

What is the duration of the contract with Codos?

The contract with Codos for the Commuter Account is concluded for an indefinite period.

You can use the Codos App and your Commuter Account permanently and free of charge.

Is there Beta-Testing of Functions of the Codos App and are there separate Beta-Terms?

Beta Terms

Codos offers to Commuters “Beta Products”. Beta Products are services of Codos that are in a state of testing, trial, early access, preview or development. Codos may introduce Beta Products in connection with the improvement, development and variation of any existing or new services of Codos or the Codos App. The Beta Product will be marked as such and requires the acceptance of these “Beta-Terms” by the Commuter. Codos offers no warranty or representation in respect of the reliability or proper functioning of any Beta Products. By using any Beta Products, the Commuter acknowledges that the Commuter may experience technical difficulties, disruptions, errors or a lack of functionality of the services of Codos and/or the Codos App. The Commuter further acknowledges that the use of the Beta Products is at the Commuter’s own risk. Codos shall – except where according to statutory law liability cannot be limited or excluded – have no liability for any losses, claims, damages, expenses or liabilities arising (directly or indirectly) out of any disruption, inconvenience or nuisance (whether to a service of Codos and/or the Codos App or otherwise) caused by any Beta Product. The Commuter agrees that Codos may collect information relating to any access, use, testing, performance and functionality of Beta Products which will be processed in accordance with the Codos Privacy Policy [link]. Codos may suspend or terminate any Beta Products (or access to them) at any time for any reason and without notice. All intellectual property rights in any Beta Products and all data created from their use shall belong exclusively to Codos or its licensors and may not be copied, distributed, uploaded, republished, decompiled, disassembled or transmitted in any way without Codos’ prior written consent. Use of any Beta Product shall be in accordance with these Beta Terms and all Standard Terms (i.e., all other provisions of the T&Cs) that apply. If there is a conflict between these Beta Terms and any Standard Terms, these Beta Terms will take precedence.

We constantly try to improve the Codos App and offer new services. In order to test these improvements, we offer Beta Products you can test and also get early access to our new developments. As the Beta Products are in a testing phase, we cannot assume liability and also reserve the right to alter the services or choose to not offer them anymore. This does not affect the use of the “standard” Codos App.

How can I terminate my contract with Codos?

The Commuter may terminate for convenience the Commuter Account at any time in the Codos App by activating the “Delete your account”-button. Upon activation of this button, Codos considers the contract terminated and will delete the data of the Commuter according to the provisions of these T&Cs as well as the Codos Privacy Rules [link]. The termination will within 24 hours after the termination of the Commuter. The Commuter accepts that for accessing the Codos Tokens through the Codos Wallet, a contract for the use of the Codos App is required. Hence, it is the sole responsibility of the Commuter to transfer the Codos Tokens in the Codos Wallet to a Third Party Wallet before termination of the Commuter Account. If, after termination, the Commuter creates a new Commuter Account, the Codos Wallet including the Codos Tokens of the Commuter held in the moment of the termination becoming effective, can be re-accessed, provided that the Commuter enters the Private Key including the corresponding individual recovery phrase.

Both parties may further terminate the contract for good cause.

Upon effect of the termination, Codos will delete all information of the Commuter Account unless stipulated otherwise in these T&Cs or Codos is obligated to retain data subject to statutory law.

You can terminate the contract with us at any time by simply clicking the “Delete your account” button. We will make sure that all transactions on the Codos App you initiated have been completed and then delete your account. Further, you and us may terminate the contract for good cause (e.g., if you are in material breach of these T&Cs).

Will my data be treated confidentially?

Codos undertakes to treat as confidential all commercial, technical or other company-related information requiring secrecy which is disclosed or made accessible to Codos as a result of the business relationship and which is not intended for publication as a result of the use of the Codos App, and to use such information exclusively for the purposes of the functioning and operation of the Codos App and to pass it on only to those employees who are obliged to observe confidentiality.

All information that the Commuter discloses or makes accessible to Codos, which is expressly designated as confidential or which is recognizable as trade secrets to a reasonable third party due to its content ("Confidential Information"), is subject to confidentiality. The obligation to maintain confidentiality shall not or no longer apply to information which demonstrably (i) is or becomes publicly accessible without this being the responsibility of Codos, (ii) was already available to Codos at the time it was obtained, (iii) was obtained from a third party without breach of a confidentiality obligation, provided that, to the knowledge of Codos, the third party does not breach any duty of confidentiality by transmitting the information, or (iv) was developed by Codos independently and without recourse to Confidential Information, or (v) the User has consented to the transmission in text form or on the basis of the functioning of the Codos App, or (vi) information that is anonymized and cannot be attributed to the Commuter. The burden of proof for the existence of one of the above exceptions is borne by Codos.

The Commuter retains ownership and all other rights to the Confidential Information, whether protectable or not. Upon the Commuter’s request, Codos shall return the received Confidential Information as completely as possible. Codos may instead destroy or delete the Confidential Information. In this case, the destruction or deletion must be confirmed in writing upon request. This obligation shall not apply to Confidential Information (i) stored in routine backups, (ii) required to be retained by law, regulation, court order and/or governmental authority, or (iii) copies of Confidential Information retained by Codos for records purposes. The confidentiality obligations under this clause remain unaffected.

Codos may obtain anonymized data from the Codos App or the Commuter Device and use those data for the improvement of the Codos App and/or market those data aggregated with other data to third parties for research or commercial purposes.

The business or trade secrets that you may entrust to us when using the Codos App are treated confidentially. Therefore, we proactively submit to a confidentiality obligation and it is not necessary to enter into a separate confidentiality agreement. Also, we protect your personal information and only use totally anonymized data for our research and/or share them with third parties.

May Codos modify the Codos App and will the Codos App always and continuously be available?

Codos may modify (including the change of name and/or the logo), suspend or terminate the Codos App, provided and to the extent that the contractually agreed service continues to be available to the Commuter. Codos strives to make the Codos App available to the Commuter with as little interruptions as possible; however, from a technical point of view, a continuous uninterrupted availability (100 %) of the Codos App cannot be guaranteed. In particular, maintenance, security or capacity issues, as well as events beyond the control of Codos (such as disruptions of public communication networks, power outages, etc.) may lead to disruptions or temporary suspension of the Codos App.

We reserve the right, for example, to rename the Codos App or to add new functions. For this, it would not be practicable to obtain the consent of every Commuter. However, contractually we always are obliged to provide at least the services that we promised you at the time of the conclusion of the contract. Of course, we always try to provide the Codos App as uninterrupted as possible and to give you the best user experience. So far, we have succeeded in keeping the Codos App uninterrupted – except for short interruptions due to updates and improvements.

What is the liability of Codos?

Codos is liable without limitation in the case of intent or gross negligence, for injury to life, limb or health, according to the provisions of applicable Product Liability Acts as well as to the extent of a guarantee assumed by Codos. In the case of a slightly negligent breach of an obligation that is essential for the achievement of the purpose of the contract (cardinal obligation), the liability of Codos is limited to the amount of the damage that is foreseeable and typical according to the type of the transaction in question. Codos is only liable for the loss of data up to the amount that would have been incurred to restore the data if it had been backed up properly and regularly. A further liability of Codos does not exist. This limitation of liability also applies to the personal liability of the employees, representatives, bodies and vicarious agents of Codos.

A disclaimer is common in business transactions. We have taken care to find a balanced and fair disclaimer regarding our liability.

Does Codos use subcontractors?

Codos is entitled at any time to use subcontractors or vicarious agents to fulfil its contractual obligations towards the Commuter without the need for the Commuter’s consent.

We cannot provide all services (e.g. webhosting) ourselves. We will – in our own interest – select the subcontractors very carefully and monitor their reliability, because ultimately, we are liable for any fault of the subcontractors towards the Commuter as for our own fault. For reasons of practicability, we cannot obtain the consent of all Commuters for every change of subcontractor.

What happens in the event of force majeure?

In cases of force majeure, Codos is released from the obligation to provide the services for the duration and to the extent of the effect. Force majeure is any event beyond the control of Codos, by which Codos is wholly or partially prevented from fulfilling its obligations, including fire damage, floods, strikes and lawful lockouts as well as operational disruptions or official decrees for which Codos is not responsible. Supply difficulties and other performance disruptions on the part of the suppliers of Codos are only considered force majeure if the upstream supplier for its part is prevented from providing the service incumbent upon it by an event in accordance with sentence 2. Codos will immediately notify the Commuter of the occurrence and cessation of the force majeure and will use its best efforts to remedy the force majeure and to limit its effects as far as possible. The right of each contracting party to terminate the contract for good cause in the event of prolonged force majeure remains unaffected.

We always try to provide our services as good and uninterrupted as possible. However, if, for example, an earthquake or fire destroys the IT infrastructure of our hosting service provider, we simply cannot provide the service. Therefore, we are released from our performance obligations for the period of force majeure.

What happens if I do not comply with the rules of the Codos App?

Codos reserves the right, in the event of suspicion of improper use or significant breaches of contract, to investigate these processes, to take appropriate precautions and, in the event of justified suspicion, to block the Commuter’s access to the content and/or, if necessary, to terminate the contractual relationship without notice in the event of particularly serious breaches. The Commuter must inform Codos immediately of any indications of misuse of the Codos App.

If we determine, for example, that a Commuter is providing incorrect information or manipulating the Codos App, we will immediately suspend this Commuter in order to protect honest Commuters and terminate the contractual relationship. If you notice an abusive use of the Codos App, you must inform us immediately – also in your own interest and in the interest of every other Commuter.

Do I receive any rights to the software or to the Codos App?

Unless expressly stated otherwise in these T&Cs, Codos reserves all proprietary rights to the Codos App, in particular with regard to the methodology, the calculation model including the corresponding machine learning process, the underlying process, the structure and the design of the Codos App as well as the software used on the Codos App. Codos does not grant the Commuter any proprietary rights to the software used on the Codos App, in particular its source code. The Commuter is not entitled to reproduce the software used on the Codos App, to edit it (including redesigning the software, converting it into other programming languages and for other operating systems), to transfer it into other forms of presentation and to change, continue and supplement it in any other way, to distribute it in unchanged or changed form, to reproduce it publicly or to transfer the rights of use granted within the framework of this contract of use, whether for a fee or free of charge. Any exploitation and marketing rights are exclusively reserved by Codos. The Commuter is only entitled to decompile and reproduce the software used on the Codos App if this is required by law.

As a Commuter, you receive the right to use the Codos App as a service. We have invested a lot of development effort in the Codos App, so that our developments remain our intellectual property and we do not transfer this within the framework of a usage agreement.

May I collect information provided on the Codos App?

The Commuter is not entitled to publish, make publicly accessible or otherwise publicly use the contents or parts thereof provided on the Codos App or to search, copy, make publicly accessible or otherwise use them in whole or in part with the aid of technical aids – in particular so-called screen-scraping technologies such as crawlers or bots.

We want to prevent the content provided on our Codos App from being used by third parties to make it public or also to use it against our Commuters.

Are there other provisions?

The Commuter is only entitled to a right of set-off if his counterclaims have been legally established or are undisputed by Codos. To the extent permitted by statutory law, the law of the Federal Republic of Germany applies exclusively, with the express exclusion of the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by statutory law, the exclusive place of jurisdiction for all disputes in connection with the Codos App and these T&Cs is the Munich I Regional Court in Munich, Bavaria, Germany (Landgericht Muenchen I). These T&Cs are exclusively authoritative in the English language version; translations of these T&Cs are for illustrative purposes only. Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision with a valid provision that comes as close as possible to the intended economic purpose. The same shall apply in the event of a loophole in the contract. Amendments and supplements to these T&Cs must be made in writing; this also applies to the amendment or cancellation of this clause.

We are pleased that you use or would like to use the Codos App. The place of jurisdiction for disputes is the Munich I Regional Court in Munich, Germany. Should you ever be dissatisfied with our services or have suggestions for improvement, please feel free to contact us at any time. A high level of customer satisfaction is a matter of the heart for the entire Codos Team!