1. Holoride Inc.
with its registered office in 8117 West Manchester Avenue #1000 Playa del Rey, CA 90293 USA
Tax number (EIN): 88-4423087
(hereinafter referred to as "holoride" or "Entrepreneur").
2. [AUDI authorized dealer]
with its registered office in [...], [business address].
registered in [...],
(hereinafter referred to as "AUDI" or "Commission Agent").
- The Commission Agent is an authorized dealer of AUDI Aktiengesellschaft (Ingolstadt, AG Ingolstadt HRB 1).
- Holoride provides an in-car entertainment platform which is also sold through the Commission Agent. Holoride hereby entrusts the Commission Agent to sell the holoride platform (as defined below) and related hardware of the Entrepreneur via a portal provided by the Entrepreneur in accordance with the provisions of this Agreement in its own name but for the account of the Entrepreneur.
- holoride Platform. The program package acquired with the license for time-limited use - as described in Annex C - is hereinafter referred to as the "holoride Platform".
- The holoride platform is to be sold directly by the Entrepreneur as well as through commission agents.
- The Entrepreneur hereby entrusts the Commission Agent to sell in the individual branches of the Commission Agent in the Federal Republic of Germany in its own name, but for the account of the Entrepreneur, in accordance with the provisions of this Agreement.
Appointment as commission agent
The Entrepreneur grants the Commission Agent the non-exclusive right, in relation to the End Customer, to act as a seller of the products currently listed in the B2B Portal of the Entrepreneur (the "Products") on behalf of the Entrepreneur. The Entrepreneur is entitled to sell the Products directly to End Customers and may grant other commission agents, sales representatives or distributors a right to sell the Products without any time or territorial restrictions.
The Commission Agent shall sell the Products for the account of the Entrepreneur in accordance with the terms and conditions set forth in the present Contract through the B2B Portal provided by the Entrepreneur.
Duties of the commission agent, payment processing
The Commission Agent shall sell the Products for its End Customers exclusively through the B2B Portal provided by the Entrepreneur at https://shop-us.holoride.com/.
In doing so, the Commission Agent shall in each case take as a basis those terms and conditions as are applicable at the time of the conclusion of the purchase agreement for the Commission Agent's own transactions in the branches, unless otherwise agreed in writing.
The Entrepreneur assumes the risk of insolvency of the respective End Customer for claims arising from the sale of the Products alone. The Entrepreneur is entitled to the purchase price for the products, in each case less a commission granted to the Commission Agent. The net commission amounts to USD 50.00 per sale for holoride bundle 1 (excl. retrofit hardware) and USD 80.00 for holoride bundle 2 (incl. retrofit hardware). The commission covers all expenses of the Commission Agent, unless a separate written agreement is made in individual cases.
The Commission Agent will invoice the end customer in accordance with the legal requirements. The Commission Agent will pay the collected amounts to the Entrepreneur [monthly].
The commission for the Commission Agent is settled by the Entrepreneur on a quarterly basis.
Rights of use of the commission agent
The Entrepreneur grants the Commission Agent a free, non-exclusive, irrevocable, worldwide, non-transferable right of use, without the right to grant sublicenses, to the product presentations provided to the Commission Agent, in particular product photos and product descriptions, demos, videos, for the term and only for the purposes of this Agreement. The right of use extends to all types of use known and unknown at the time of the conclusion of the Agreement, in particular use, reproduction, demonstration, presentation, making available to the public, duplication and distribution and also includes in particular the whole or partial reproduction of the product presentations for marketing and advertising purposes insofar as this is necessary for the purposes of this contract. In all other respects, the rights shall remain with the Entrepreneur.
Insofar as nothing to the contrary arises from this Agreement including the following provisions, the parties shall be liable to each other for compliance with the due care of a prudent businessman.
The Commission Agent shall be liable for damages - regardless of the legal grounds - in the event of intent or gross negligence. In the event of simple negligence, the Commission Agent shall only be liable for damages resulting from injury to life, body or health and for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the fulfillment of which the Entrepreneur regularly relies and may rely); in the latter case, the Commission Agent‘s liability shall be limited to compensation for the foreseeable, typically occurring damage.
The Entrepreneur shall be liable to the Commission Agent in particular for breaches of duty insofar as these lead to claims of the End Customer against the Commission Agent ("Product Defects"). Product defects can be in particular: incorrect or incomplete product presentations and product descriptions, delay in delivery, non-delivery and incorrect delivery, open and hidden material and legal defects of the products, missing warnings and ordered recalls. In this respect, the Entrepreneur shall indemnify the Commission Agent against all justified claims based on product defects (including claims for damages, penalties, interest as well as necessary and/or appropriate defense costs and other expenses) upon first request. The Commission Agent shall inform the Entrepreneur without delay of any claims asserted and shall provide the Contractor with the documents available for this purpose. The Commission Agent shall coordinate the defense against such claims with the Entrepreneur in advance.
Confidentiality; end customer data
During and after the termination of the business relationship, the parties may neither exploit Confidential Information of the other party that has become known to them nor make it available to third parties in any form.
"Confidential Information" means the terms and conditions of this Agreement, all financial, technical, economic, legal, tax, business, employee or management-related or other information (including data, records and know-how) relating to the Company or any of its affiliates within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) and which is made accessible to the Commission Agent, its bodies, employees, consultants or other third parties working for it directly or indirectly by the company or a company affiliated with it or which comes to their knowledge in any other way. It is irrelevant whether and on which medium the information is embodied; in particular, oral information is also included. It is also irrelevant whether documents or other carrier media have been created by the Entrepreneur or the Commission Agent or others, provided that they embody information that relates to the Entrepreneur or an enterprise affiliated with him.
- Information shall not be considered confidential if it was already public knowledge at the time the Commission Agent became aware of it or became public knowledge thereafter without a breach of this Agreement or confidentiality obligations. The burden of proof shall be on the Commission Agent.
End customer data, in particular end customer addresses, will be collected, processed and used by the Commission Agent as part of the sale and transmitted to the Entrepreneur via the B2B portal. The Commission Agent will obtain the consent of the end customers for this and document this consent. In this respect, the commission agent shall be responsible for compliance with all data protection regulations and shall indemnify the Entrepreneur against claims by third parties due to their violation.
This Agreement shall initially be concluded for a period of twelve (12) months, calculated from the first working day of the calendar month following the signing ("Fixed Term"). After expiration of the Fixed Term, the Agreement shall be extended for an indefinite period of time unless one of the Parties terminates the contractual relationship by giving at least two (2) months' notice to the end of the Fixed Term.
If the Agreement is extended for an indefinite period of time, this Agreement may be terminated by either party with one (1) month's notice to the end of any calendar month.
The right to terminate without notice for good cause shall remain unaffected.
The notice of termination must be in writing in all cases. The date of receipt of the letter of termination shall be decisive for compliance with the deadline.
The Entrepreneur may also transfer the rights and obligations under this Agreement to a company affiliated with the Entrepreneur within the meaning of Section 15 of the German Stock Corporation Act (AktG) without the prior written consent of the Commission Agent.
In the event that any provision of this Agreement is or becomes invalid or unenforceable in whole or in part, or in the event that this Agreement contains unintended omissions, the validity of the remaining provisions of this Agreement shall not be affected thereby. In place of the invalid, unenforceable or missing provision, such valid and enforceable provision shall be deemed to have been agreed between the parties as the parties would have agreed, taking into account the economic purpose of this Agreement, if they had been aware of the invalidity, unenforceability or absence of the relevant provision when entering into this Agreement. The parties are obliged to confirm such a provision in due form, but at least in writing. (5) In the event of the invalidity of one or more provisions of this Agreement, the Parties shall agree on a substitute 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.
This Agreement shall be governed by the laws of the Federal Republic of Germany.
The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be - to the extent permitted by law - the court having jurisdiction at the registered office of the Entrepreneur.