This Agreement (as defined hereinafter) is an agreement between you or the person or legal entity that you represent (“Licensee, “Party” or “you”) and holoride GmbH, Schellingstrasse 45, 80799 Munich, Germany (“holoride”, “Licensor”, “Party” or “we”) for the license to use the Contractual Software, and, as the case may be, Contractual Hardware (as defined hereinafter).

1. Definitions

Contractual Software: The holoride app and bundled services downloaded onto or provided via holoride compatible devices (HTC VIVE Flow) and any software pre-installed on Contractual Hardware.

Contractual Hardware: The holoride retrofit enables vehicles without a native integration in vehicle systems for using holoride. It provides the necessary position and movement information of the car and sends it to the VR headset.

Intended Use: The B2B Intended Use or the B2C Intended Use, as the case may be.

B2C Intended Use: The use of holoride enabled, immersive content (for example, but not limited to games, productivity applications, media consumption applications).

B2B Intended Use: The use of holoride enabled, immersive content (for example, but not limited to games, productivity applications, media consumption applications) for testing [and demonstration] purposes only, specifically excluding (without limitation) any commercial use, sale, lease, rental or other making available to third parties.

Territory: Is the territory of Germany which shall be covered by the Agreement. This EULA is effective for all countries in which a purchase is possible.

2. License rights

To the extent the Licensee is a consumer within the meaning of Sec. 13 German Civil Code (BGB), this EULA shall apply for the B2C Intended Use. To the extent the Licensee is not a consumer as defined in the preceding sentence, this EULA shall apply for the B2B Intended Use only and any license granted hereunder shall only be granted to the extent and for the respective Intended Use depending on Licensee’s status as a consumer or not.

holoride grants to the Licensee a non-exclusive, revocable, non-sublicensable and non-assignable right to use the Contractual Software in its then current form or version with the then current functionalities for the Intended Use limited to the Territory for the term of this Agreement, subject to the following provisions.

a) The License requires a user account and subscription to the Contractual Software available at the then current price, terms and conditions at [https://www.holoride.com/en/legal/terms-and-conditions]. The License is automatically renewed [for the corresponding period depending on the subscription model selected by the Licensee if it is not cancelled by the end of the respective current term.

b) The License is granted without the right to sublicense and the Licensee shall not be entitled to sublicense, lease, sell, loan or otherwise make available the Contractual Software to third parties.

c) The Contractual Software may only be used with the following hardware:

• HTC VIVE Flow

• 8BitDo Pro 2 controller

• Contractual Hardware or native integration in vehicle systems (availability according to information in the webshop)

d) The Licensor does not owe any additional services, including but not limited to updates, upgrades, or maintenance services unless expressly agreed otherwise in writing.

e) The Licensee shall only receive access to the Contractual Software for the Intended Use. The Licensee shall not receive access to any source code. The Licensee shall not have the right to decompile, change, amend or reverse engineer, or otherwise attempt to obtain access to or knowledge about the source code of the Contractual Software or any part thereof. Any decompilation of the Contractual Software is only permissible given the prerequisites and conditions set forth in section 69e (1) UrhG. Any information gained in the process cannot be used and/or disclosed contrary to the provisions of section 69e (2) UrhG.

f) The Licensee shall not be entitled to commission third parties, that are competitors of holoride, with any measures described in Clause 2.e).

g) The Licensee is not permitted to remove, change or replace any copyright notices or similar notices, trademarks or other source identifiers. Any use of such notices or identifiers outside of the Intended Use of the Contractual Software is prohibited.

h) Any and all rights not expressly granted to the Licensee in this EULA shall remain with holoride.

3. Intellectual Property

The Licensee acknowledges that the Contractual Software is the intellectual property of and is owned by holoride. The structure, organization and code of the Contractual Software are the valuable trade secrets and confidential information of holoride. The Licensee acknowledges that holoride retains the ownership of all Intellectual Property Rights pertaining to the Contractual Software and Documentation, and that holoride’s ownership or other entitlements extend to any images, photographs, animations, videos, audio, music, text and applets incorporated into the Contractual Software and all accompanying Documentation. The Licensee shall take no actions which adversely affect holoride’s Intellectual Property Rights in the Contractual Software or Documentation.

4. Updates

a) Updates of the Contractual Software, if any, are free of charge.

b) holoride endeavors to continually adapt the Contractual Software to current requirements. holoride reserves the right to implement changes to the Contractual Software for purposes of conforming with the then current state of the art, improvements and optimizations as well as the discontinuation of the Contractual Software. Such changes may result in changes to the visual appearance of the user interface of the Contractual Software, navigation or usability changes or added or changed functionalities. If the Licensee continues to use the Contractual Software after such changes have been implemented, the Licensee accepts these changes and any corresponding changed EULA.

5. Limitation of Liability

a) Any statements about the Contractual Software made by holoride in marketing materials, advertising and the Documentation are merely descriptive in nature and do not amount to a warranty or representation.

b) holoride does not give any warranty or representation with regard to the availability, dependability or functionality of the Contractual Software for any specific purposes of the Licensee.

c) holoride disclaims any liability for defects or errors caused by the installation and/or use of third-party software or use of hardware other than the hardware identified in Sec. 2. c) hereof in conjunction with the Contractual Software.

d) Unless otherwise provided herein, holoride’s liability is limited to intent and gross negligence, including for any of holoride’s representatives, employees, agents or other assistants. For negligent breach of material contractual obligations (obligations the performance of which is essential to the agreement and the performance of which the Licensee may regularly depend on) holoride’s liability is limited to the typically foreseeable damage. holoride’s liability is unrestricted and unlimited for damage to life and limb, warranty breaches or fraud. The German Act on Product Liability (Produkthaftungsgesetz) remains unaffected. Otherwise, holoride’s liability is expressly excluded irrespective of the legal grounds. Compensation for punitive damages shall be excluded.

6. Term of Agreement and termination

The term and termination of this Agreement is as provided in Section 16 of the General Terms and Conditions of holoride.

7. Data Privacy

Your personal data (in particular your name and email address) which are required for the conclusion, performance or termination of the contractual relationship concerning the Contractual Software and the verification of permitted use thereof will only be processed in accordance with applicable law; reference is made to holoride’s data privacy policy available at: [https://www.holoride.com/en/legal/privacy-policy]

8. Miscellaneous

a) The Licensee shall not assign any rights or obligations hereunder, in whole or in part, without the prior written consent of holoride. holoride is free to assign any or all of its obligations hereunder to an affiliate (within the meaning of Sec. 15 et.seq. German Stock Corporations Act – Aktiengesetz) without the Licensee’s consent.

b) Neither Party shall be liable for non-performance of any of its duties due to Force Majeure. If either of the Parties finds itself unable to fulfill its respective obligations under this Agreement by reasons of Force Majeure, the Party pleading Force Majeure will as soon as possible, at the latest within 24 hours, notify the other Party of its inability to perform giving a detailed explanation of the reasons. Said notices shall be updated for so long as the performance may be prevented by Force Majeure.

c) This Agreement, together with a subscription under holoride’s General Terms and Conditions, reflects all valid agreements of the Parties with regard to its subject matter and replaces all preceding or other written or verbal agreements of the Parties on the contract object; in particular General Terms and Conditions of the Licensee apply only if expressly agreed in a written document physically signed by both Parties. No verbal subsidiary undertakings have been entered into. Amendments and supplements to this Agreement must be in writing and must be explicitly marked as such. Any change to these requirements of the written form must also be made in writing.

d) Should a provision of this Agreement or a provision included in this Agreement at a later time be or become invalid or unenforceable in whole or in part, or should a gap in this Agreement become evident, this does not affect the validity and enforceability of the remaining provisions. It is the express intention of the Parties to maintain the validity and enforceability of the remaining contractual provisions under any circumstances and to the extent, to waive section 139 German Civil Code (Bürgerliches Gesetzbuch). Instead of the invalid or unenforceable provision, or in order to fill the gap, such valid and practicable regulation is deemed to be agreed with effect ex tunc in that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement.

e) The governing law shall be the law of the Federal Republic of Germany excluding the United Nations Convention on the International Sale of Goods (CISG).

f) The place of exclusive jurisdiction for all disputes between the Parties arising out of or in connection with this Agreement, including disputes on claims based on tort, shall be Munich, Germany, unless another exclusive jurisdiction exists.