General Terms of Use

FAZUA Dealer Portal

1. Scope

1.1 The FAZUA Dealer Portal including all information, documents, services and applications made available through this portal (collectively the "FAZUA Dealer Portal") is provided by Porsche eBike Performance GmbH ("Porsche EP") to dealers registered and verified by Porsche EP according to Clause 2 ("Dealer"). The FAZUA Dealer Portal is an electronic information and exchange platform for the simplification, acceleration and more efficient support of Dealers when dealing with end customers with regard to relevant services and information.

1.2 These General Terms of Use FAZUA Dealer Portal ("GTU") govern the rights and obligations of the Dealer when using the FAZUA Dealer Portal and the applications and services made available through it. Any terms and conditions of the Dealer which deviate from or supplement these GTU do not apply.

1.3 Only registered and verified Dealers are authorized to use the FAZUA Dealer Portal.

2. Access and registration

2.1 Access to the FAZUA Dealer Portal is provided online via the domain https://dealer.fazua.com/. The Dealer is responsible to provide for a sufficient network and internet connection.

2.2 In order to use the FAZUA Dealer Portal, the creation of a dealer account is required. For registration requests the Dealer shall provide all data and information required pursuant to the registration process on the FAZUA Dealer Portal ("Registration Data"). In particular, this includes the dealer master data (e.g. company name, address), personal information concerning the registered user and the invoice address.

2.3 During the registration process, the Dealer can view and change his details at any time. The registration process can only be completed if the Dealer has accepted these GTU by ticking the box next to the text "I agree to the terms and conditions". Prior to the acceptance of the GTU, the Dealer shall first be given the opportunity to retrieve these GTU and to save them in reproducible form. The conclusion of this agreement shall be conducted in English. These GTU are available to the Dealer at any time at https://dealer.fazua.com/legal/general-terms-of-use-us.

2.4 After clicking the button "Sign Up", the Dealer will receive an activation link which will be sent to the email address provided during the registration process. Before logging in for the first time, the dealer account must be activated by clicking on this confirmation link in the email ("Activation"). After Activation, the Dealer shall set up a secure password for its dealer account.

2.5 Before a Dealer can log in for the first time, registration requests for access to the FAZUA Dealer Portal must be verified by Porsche EP. Porsche EP has the right to refuse or approve registration requests at its own discretion. Porsche EP will inform the Dealer of such refusal.

2.6 In order to log into the FAZUA Dealer Portal, the Dealer requires its email address and password (jointly "Access Data").

2.7 Porsche EP reserves the right to withdraw a Dealer's registration in case of Dealer's breach of this GTU or to limit a Dealer's access to certain parts of the content of the FAZUA Dealer Portal depending on the status of the Dealer (e.g. regarding content only available to Certified Partners). Porsche EP will inform the Dealer on such withdrawal or limitation.

2.8 By registering on the FAZUA Dealer Portal, the Dealer declares that he has read these GTU, understood and agreed to these GTU.

2.9 The Dealer is entitled to terminate its registration at any time by giving notice in text form (letter, e-mail, fax) or by following respective instructions within the FAZUA Dealer Portal. The right of both Parties to terminate the relationship between the Parties for cause remains unaffected. Registration and the Dealer's right to use the FAZUA Dealer Portal ends automatically if the Dealer is no longer a dealer of FAZUA products.

3. Obligations of the Dealer

3.1 The Dealer shall comply with all applicable laws and regulations.

3.2 The Dealer must ensure that all Access Data is carefully secured and is not disclosed to third parties. The Dealer is obliged to inform Porsche EP immediately if there are any indications that its Access Data have been misused by any third party. The Dealer shall be liable for all activities carried out using its Access Data.

3.3 The Dealer hereby warrants that its Registration Data are complete and correct and it shall keep its Registration Data complete and up-to-date at all times. In the event of changes, the data must be corrected on the FAZUA Dealer Portal immediately.

3.4 The Dealer ensures that it will not use or transmit, process or upload to the FAZUA Dealer Portal any software or data if it is not authorized to do so or if this software or data could impair or damage technical equipment, software or data of Porsche EP or third parties. When using the FAZUA Dealer Portal, the Dealer is also prohibited from acting contrary to the principles of morality, uploading illegal or offensive content, infringing intellectual property rights, copyrights or other rights of Porsche EP or third parties or otherwise violating applicable law.

3.5 Activities which are directed at impairing the functionality or use of the FAZUA Dealer Portal are prohibited. The Dealer may not take any measures which may result in an unreasonable or excessive load being placed on the infrastructure of Porsche EP.

3.6 The Dealer will indemnify Porsche EP against any claims of third parties arising from a breach of the above duties.

4. Suspension of access and other measures

4.1 Porsche EP has a right to suspend the Dealer's access to the FAZUA Dealer Portal completely or partially as well as temporarily or permanently upon termination of this GTU, material breach of these GTU or in case of security incidents. Porsche EP will inform the Dealer of this by email. When access is suspended, the Dealer's right to use the FAZUA Dealer Portal ends for the duration of the suspension. Further contractual or statutory claims of Porsche EP, in particular the right for termination for cause and claims for damages, shall remain unaffected by this.

4.2 Porsche EP will take account of the legitimate interests of the Dealer when deciding whether to suspend access, especially if there are indications that the Dealer was not responsible for a breach. Porsche EP will reactivate access as soon as the reason for the suspension ceases to exist.

5. Rights of use

5.1 The content on the FAZUA Dealer Portal is protected under copyright law and other statutory provisions. Porsche EP grants to the Dealer the revocable, non-exclusive, non-sublicensable and non-transferable right to use the FAZUA Dealer Portal, including the provided data and documents, services and applications only for the purpose of supporting end customers with regard to relevant services and information. The right of use ends in case of a withdrawal of the registration or any termination of the relationship between the Parties. The Dealer is not entitled to reproduce, modify, process or translate the content on the FAZUA Dealer Portal or parts thereof or to distribute it in such modified form or in its original, to make it available to third parties or to publish it, unless this is expressly permitted in these GTU or in other agreements between the parties.

5.2 For individual content, e.g. software which can be downloaded from the FAZUA Dealer Portal, it may be necessary to separately agree on special terms regarding the licensing of or right to use the specific content. Such special terms will be agreed separately in the individual case.

5.3 The Dealer acknowledges that Porsche EP (or its licensors) exclusively owns all right, title and interest in the FAZUA Dealer Portal, including all intellectual property rights such as copyrights, patents and all other proprietary rights. The Dealer is not entitled to reproduce, modify, process or translate the FAZUA Dealer Portal or parts thereof or to distribute it in such modified form or in its original, to make it available to third parties or to publish it, unless this is expressly permitted in these GTU.

5.4 The Dealer is not entitled to decompile, reverse engineer or disassemble the FAZUA Dealer Portal or parts thereof or to otherwise attempt to retrieve its source code. However, this only applies to the extent that such an action is not expressly permitted on the basis of mandatory statutory provisions (e.g. sections 69d and 69e German Copyright Act (Urheberrechtsgesetz)).

5.5 Where the Dealer transmits documents via the FAZUA Dealer Portal or uploads them to the FAZUA Dealer Portal, the Dealer must ensure that it has sufficient rights to do so and does not infringe any applicable law or agreement.

6. Costs

The FAZUA Dealer Portal is provided to the Dealer for its use free of charge. The expenses incurred by the Dealer in connection with the use of the FAZUA Dealer Portal, especially for the necessary hardware and software and network connection, shall be borne by the Dealer itself.

7. Service level and Warranty

7.1 The right to use the FAZUA Dealer Portal only exists within the scope of the usual technical availability corresponding to state-of-the-art technology. Due to necessary maintenance work, the FAZUA Dealer Portal or individual functions may be temporarily unavailable.

7.2 Porsche EP will rectify significant errors on the FAZUA Dealer Portal within a reasonable time frame; this can also be by way of providing a workaround solution.

7.3 Since Porsche EP provides the FAZUA Dealer Portal free of charge, Porsche EP does not additionally warrant for uninterrupted operability of the FAZUA Dealer Portal that the FAZUA Dealer Portal is error-free or that it is suitable for specific purposes or that errors will be rectified. Porsche EP also does not warrant that the FAZUA Dealer Portal does not infringe rights of third parties. The exclusion of warranty does not apply where Porsche EP acts intentionally, with gross negligence or has concealed a material or legal defect with malicious intent.

7.4 Porsche EP does not assume any warranty or guarantee that the information and content provided on the FAZUA Dealer Portal is correct, complete, error-free or up to date.

7.5 Porsche EP is not liable for linked or embedded content of external websites. The operators of external websites are solely responsible for their content and availability, even if they are linked to or embedded in the FAZUA Dealer Portal.

8. Scope of the Service

8.1 The scope of content, services and applications offered via the FAZUA Dealer Portal varies depending on whether the Dealer is only registered or certified as Certified Partner and in which country the Dealer is located.

8.2 Porsche EP may offer in particular the following services and applications to the Dealer via the FAZUA Dealer Portal:

8.2.1 Service contact for Dealer support and sales support;

8.2.2 Software downloads (e.g. drive system software);

8.2.3 Order of spare parts; and

8.2.4 Knowledge and training offers on various topics by means of online training (e.g. e-learning courses), live training, explanatory videos or the provision of FAQ.

8.3 The nature and scope of the content, services and applications are at the sole discretion of Porsche EP. Porsche EP expressly reserves the right to change, supplement, delete or temporarily or permanently discontinue parts of its offer or the entire offer without prior notice.

8.4 Statements and descriptions of the platform on the Porsche EP website are to be understood exclusively as a description of the quality and not as a guarantee or assurance of a characteristic.

8.5 Porsche EP endeavors to continuously adapt and update the services offered.

9. FAZUA Certified Partner Programme

9.1 Porsche EP maintains the FAZUA Certified Partner Programme for the distribution of its FAZUA drive systems.

9.2 The FAZUA Certified Partner Programme offers the Dealer the opportunity to be certified as a Certified Partner in accordance with Schedule 1 "Certified Partner-Agreement" ("Certified Partner"). As a Certified Partner, Dealers benefit from a range of additional content, services and applications.

9.3 The requirements for participation in the FAZUA Certified Partner Programme as well as the rights and duties of the Parties are stipulated in Schedule 1 "Certified Partner-Agreement".

9.4 By applying for the FAZUA Certified Partner Programme the Dealer accepts the terms and conditions stipulated in Schedule 1 "Certified Partner-Agreement".

10. Subcontractors

10.1 Porsche EP may, at its sole discretion and without the prior consent of the Dealer, engage subcontractors to perform its rights and obligations under this GTU.

10.2 Porsche EP is entitled to grant subcontractors or other third parties access to the FAZUA Dealer Portal to the extent necessary for the purpose of operating and maintaining the FAZUA Dealer Portal.

11. Liability

11.1 For services provided free of charge Porsche EP will only be liable for intent and gross negligence, malicious intent as well as injury to life, limb or health. The statutory mandatory liability under the German Product Liability Act remains unaffected. Clause 7.3 applies to liability for material and legal defects.

11.2 In all other cases Porsche EP will only be liable for intent, gross negligence, injury to life, limb or health, under the German Product Liability Act and breaches of material contractual duties, i.e. contractual duties the performance of which makes the proper execution of the contract possible and on the observance of which the Dealer relies and may rely. However, the liability for breach of material duties is limited in the case of simple negligence to typical and foreseeable damage.

11.3 Porsche EP's liability for loss of data is limited to the expenses that would have been incurred if the Dealer had made regular and reasonable back-up copies in accordance with state-of-the-art practice.

12. Confidentiality

12.1 Until and unless they are demonstrably public knowledge or have been designated by Porsche EP for resale by the Dealer, all business or technical information originating from Porsche EP (including characteristic features that can be inferred from objects or software that have been handed over, for example, as well as any other knowledge or expertise) shall not be disclosed to third parties and, within the Dealer's own company, may only be made available to those persons whose involvement is necessary for the use of said information and who shall likewise preserve confidentiality; said information shall remain the sole property of Porsche EP. The reproduction or commercial use of this information without the prior written consent of Porsche EP shall not be permitted. At the request of Porsche EP, all information originating from Porsche EP (including any copies or recordings that have been created) and any objects entrusted by way of loan shall be returned to Porsche EP or destroyed completely and without delay.

12.2 Porsche EP reserves all rights to the information indicated in Clause 12.1 (including copyrights and the right to apply for industrial property rights such as patents, utility models, trademarks, etc.).

13. Securing and storing data

The Dealer itself is responsible to perform regular backups of its data outside of the FAZUA Dealer Portal and to preserve records in accordance with its statutory obligations.

14. IT security and data protection

14.1 Porsche EP will implement technical and organizational measures corresponding to the current state of the art in order to achieve, as far as possible, that

14.1.1 only registered users can access the FAZUA Dealer Portal with their Access Data and the data available on the FAZUA Dealer Portal are not made available to third parties and that they cannot be manipulated by third parties; and

14.1.2 access to the FAZUA Dealer Portal is secure.

14.2 The Parties undertake to comply with the respective applicable provisions of data protection law. The information on data protection applicable for the use of the FAZUA Dealer Portal is available under https://dealer.fazua.com/legal/privacy-policy/.

14.3 The Dealer is itself responsible for complying with any information duties pursuant to applicable data protection law, in particular Articles 13, 14 GDPR, as against its own employees and any third parties it involves.

14.4 The Dealer must ensure that it has the right to process the personal data it may input into the FAZUA Dealer Portal itself and that it – where necessary – has obtained the corresponding consent from the data subjects in advance.

15. Specific terms for applications and Services

For individual applications and services, it may be necessary to agree on specific terms of use. These specific terms of use will be agreed separately in the individual case per application or service. The specific terms of use for individual applications or services shall prevail over the GTU.

16. Choice of Law and Jurisdiction

16.1 The sole place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of Porsche eBike Performance GmbH, Marie-Curie-Straße 6, 85521 Ottobrunn, provided that the Dealer is a merchant, legal person under public law, or public-law special fund; or if the Dealer does not have a place of general jurisdiction in Germany; or if the Dealer has moved its domicile or usual place of residence to a foreign country following the conclusion of this agreement; or if the Dealer's domicile or usual place of residence is unknown at the time when legal action is filed. However, Porsche EP reserves the right to also file legal action at the place of general jurisdiction of the Dealer.

16.2 The law of the Federal Republic of Germany shall apply to the GTU; the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 and private international law shall be excluded.

17. Severability

Should one or more provisions of the GTU be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the GTU. In place of any standard terms of business (Allgemeine Geschäftsbedingungen) which are invalid or not incorporated in the Agreement the statutory provisions shall apply (§ 306 (2) of the German Civil Code (BGB)). In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation (ergänzende Vertragsauslegung) of the GTU does not have precedence or is not possible.

Schedule 1
"Certified Partner-Agreement"

between

Porsche eBike Performance GmbH,
Marie-Curie-Str. 6,
85521 Ottobrunn
(hereinafter referred to as “Porsche EP”)

and

you as a dealer who has applied for the FAZUA Certified Partner Programme
(hereinafter referred to as "Certified Partner")

The manufacturer Porsche EP maintains the FAZUA Certified Partner Programme for the distribution of its FAZUA drive systems (hereinafter referred to as "Drive") for bicycle dealers based in the USA and Canada. The aim is to provide Certified Partners the best possible support in dealing with end customers with regard to relevant services.

The Certified Partner wants to offer the end customer the best possible service with regard to the Drive and therefore participates in the FAZUA Certified Partner Programme.

The aim of the FAZUA Certified Partner Programme is to inform the Certified Partner about the FAZUA Drive in the best possible way so that the end customer can count on excellent advice, service and problem solving.

To this end, the parties conclude the following Certified Partner-Agreement:

1. PREREQUISITES

To be eligible to participate in the FAZUA Certified Partner program, the Certified Partner must have its headquarters in the USA or Canada. In addition, the prerequisites stipulated in Clause 3 of this Certified Partner-Agreement must also be satisfied throughout the entire term of the Certified Partner-Agreement. The rights of the Certified Partner arising from the Certified Partner-Agreement are subject to a condition precedent, namely the successful completion of one of the items enumerated in Clause 3.1, subsequent certification by Porsche EP and the Certified Partner having its headquarters in the USA or Canada.

2. CONTRACTUAL DUTIES OF PORSCHE EP

2.1 Once Porsche EP has confirmed that the prerequisites specified in Clause 3 have been satisfied, the Certified Partner shall receive promotional material to make its shop recognizable from the outside as a FAZUA service center.

2.2 Every Certified Partner shall receive a certificate that shall be awarded upon successful certification in accordance with Clause 3.1. This certificate is valid for 24 months.

2.3 Porsche EP may provide the Certified Partner with the following forms of support:

~ Dealer training sessions

~ Dealer account on the service platform with:

~ Training materials

~ Video tutorials

~ Defined service processes

~ Technical product information

~ Operating instructions. assembly manuals

Hotline support
Diagnostics tool for reading out errors

2.4 Every Certified Partner shall be listed individually on the FAZUA end customer website https://fazua.com/.

2.5 Porsche EP shall reimburse the Certified Partner for labor costs arising from the processing of warranty or implied legal warranty claims related to the Drive, provided that the Certified Partner sends the Drive to Porsche EP after contacting Porsche EP and obtaining approval from Porsche EP, and that a defect in the Drive is found by Porsche EP. The compensation shall be based on the applicable labor value table which can be downloaded from the FAZUA Dealer Portal on the FAZUA website.

3. CONTRACTUAL DUTIES OF THE CERTIFIED PARTNER

3.1 As a prerequisite for being admitted as FAZUA Certified Partner, the Certified Partner has to participate in one FAZUA online training. The FAZUA online training is carried out by Porsche EP’s partner Quality Bicycle Products (“QBP”). Participation in the FAZUA online training requires a direct instruction of QBP and a separate enrollment in QBP’s FAZUA online training. Upon request, Porsche EP will arrange contact with QBP via the FAZUA Dealer Portal. After successful participation in this FAZUA online training, a respective certificate will be issued to the Certified Partner.

3.2 The Certified Partner undertakes to obligate all Certified Partner employees to remove and install the Drive in accordance with the instructions stipulated by Porsche EP.

3.3 Furthermore, the Certified Partner shall be required to view the online tutorials for the diagnostics software ("FAZUA Toolbox") and the individual components of the Drive.

3.4 The Certified Partner undertakes to possess and use the FAZUA Toolbox. The FAZUA Toolbox shall be available to the Certified Partner to download in the FAZUA Dealer Portal on the FAZUA website.

3.5 The Certified Partner undertakes to adhere to the prescribed process chain for service processing. The process chain for proper service processing shall be located in the training documents and on the website.

3.6 The Certified Partner undertakes to link its website to the FAZUA website (www.fazua.com), and to use the FAZUA logo in doing so.

3.7 As a dealer, the Certified Partner undertakes to use the FAZUA Certified Partner sticker to identify its shop as a FAZUA service center in such a manner that said identification is visible from outside the shop and can be seen by customer traffic.

3.8 The Certified Partner shall refrain from selling or conveying any methods or components which cause the vehicle on which the Drive is used to exceed legal limits on operating and assistance speed, in particular within the given local legal laws.

3.9 In the event that legal regulations are violated as a result of the sale or conveying of methods or components of this type, the Certified Partner shall be solely liable.

3.10 The Certified Partner shall attend FAZUA training on a regular basis, but at least every 24 months. If the Certified Partner does not participate in any further online or live training during this period, it automatically loses its status as a FAZUA Certified Partner.

4. TERM OF THE Certified Partner-Agreement

4.1 The Certified Partner-Agreement shall not be limited in time and can be terminated by the parties hereto at the end of each month, subject to a 2-week notice period. Termination must be submitted in writing (by e-mail is sufficient). The right to extraordinary termination for good cause shall remain unaffected.

4.2 Good cause within the meaning of Clause 4.2 shall in particular be deemed present if:

4.2.1 The Certified Partner breaches its duties in Clause 3 and has failed to remedy said breach of duty within a 2-week period set by Porsche EP;

4.2.2 The Certified Partner relocates or sells its shop, or assigns its shop to a third party;

4.2.3 There is a change in ownership or management at the Certified Partner; or

4.2.4 The Certified Partner no longer has its headquarters in the USA or Canada.

4.3 If the Certified Partner-Agreementis terminated by one of the two parties, the Certified Partner shall return to Porsche EP without delay all objects that were ceded to the Certified Partner for temporary use under the . These shall specifically include the promotional material given to the Certified Partner under Clause 2.1 and the certification document issued by Porsche EP. The Certified Partner shall remove any FAZUA material it has displayed in its shop. In the event of termination, the Certified Partner may also no longer use the FAZUA Toolbox.

5. OTHER PROVISIONS

5.1 All intents of this Certified Partner-Agreement are to be interpreted within the meaning of the collaborative relationship between the parties hereto and within the meaning of the purpose pursued by this Certified Partner-Agreement.

5.2 Amendments and additions to the Certified Partner-Agreement must be made in writing. This shall also apply to amendments of the clause requiring written form.

5.3 The subject matter of this Certified Partner-Agreement, as well as the training material, price lists, and all documents in connection with the contractual relationship, shall be treated as confidential. Reference is also hereby made to the confidentiality arrangement set forth in Clause 12 GTU.

6. CONFIDENTIALITY

6.1 Until and unless they are demonstrably public knowledge or have been designated by Porsche EP for resale by the Certified Partner, all business or technical information originating from Porsche EP (including characteristic features that can be inferred from objects or software that have been handed over, for example, as well as any other knowledge or expertise) shall not be disclosed to third parties and, within the Certified Partner's own company, may only be made available to those persons whose involvement is necessary for the use of said information and who shall likewise preserve confidentiality; said information shall remain the sole property of Porsche EP. The reproduction or commercial use of this information without the prior written consent of Porsche EP shall not be permitted. At the request of Porsche EP, all information originating from Porsche EP (including any copies or recordings that have been created) and any objects entrusted by way of loan shall be returned to Porsche EP or destroyed completely and without delay.

6.2 Porsche EP reserves all rights to the information indicated in Clause 6.1 (including copyrights and the right to apply for industrial property rights such as patents, utility models, trademarks, etc.).

7. SEVERABILITY

7.1 Should one or more provisions of this Certified Partner-Agreement be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the Certified Partner-Agreement. In place of any standard terms of business (Allgemeine Geschäftsbedingungen) which are invalid or not incorporated in the Certified Partner-Agreement the statutory provisions shall apply (§ 306 (2) of the German Civil Code (BGB)). In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation (ergänzende Vertragsauslegung) of the Certified Partner-Agreement does not have precedence or is not possible.

8. CHOICE OF LAW AND JURISDICTION

8.1 The sole place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of Porsche eBike Performance GmbH, Marie-Curie-Straße 6, 85521 Ottobrunn, provided that the Certified Partner is a merchant, legal person under public law, or public-law special fund; or if the Certified Partner does not have a place of general jurisdiction in Germany; or if the Certified Partner has moved its domicile or usual place of residence to a foreign country following the conclusion of this agreement; or if the Certified Partner's domicile or usual place of residence is unknown at the time when legal action is filed. However, Porsche EP reserves the right to also file legal action at the place of general jurisdiction of the Certified Partner.

8.2 The law of the Federal Republic of Germany shall apply to the business relationship with the Certified Partner; the UN Convention on Contracts for the International Sale of Goods and private international law shall be excluded.