TERMS OF USE

These terms of use govern the use of the test environment ("Sandbox") offered by Volkswagen Group Info Services AG, Berliner Ring 2, 38440 Wolfsburg, registered in the commercial register of the Local Court of Braunschweig under the registration Nr. HRB 201876 („Volkswagen Group Info Services“) for data products distributed by Volkswagen Group Info Services.

       I.          Purpose and Use of the Sandbox:

The Sandbox is solely for testing and development activities. It provides users with access to synthetic, close-to-reality data and features to pre-test the possibilities of Volkswagen Group Info Services products for illustrative purposes. The demo products presented in the Sandbox do not indicate their availability. Specifically, the functionality, data points, and availability of the individual demo products offered for testing may differ from the offered products. The user has no claim to access the demo products illustrated in the Sandbox with the same characteristics. The offer is exclusively directed at entrepreneurs based in the European Union.

      II.          Ownership Rights:

All rights, titles, and claims to the Sandbox, including the content therein, remain with Volkswagen Group Info Services or the respective rights holders.

    III.          Usage Rights:

The user receives a free, non-exclusive, non-transferable, and non-sublicensable right to use the Sandbox during the term of the contract. The usage rights are limited geographically to the European Union. When using the Sandbox, the user is not allowed to: (i) copy, translate, disassemble, decompile, reverse engineer, or otherwise modify, transcribe, reproduce, or replicate the Sandbox or any part thereof (except to the extent permitted by law); (ii) use the Sandbox in violation of applicable laws, particularly transmitting any content or data that is unlawful or infringes on third-party intellectual property rights ("IPR") (e.g., OEM trademarks, designs, copyrights, patents); (iii) bypass or compromise the operation or security of the Sandbox.

    IV.          Limitation of Liability:

Volkswagen Group Info Services is liable for damages resulting from the breach of life, body, or health caused by negligent or intentional acts of its legal representatives or vicarious agents, as well as for other damages caused by grossly negligent or intentional acts of its legal representatives or vicarious agents. This also applies to mandatory liability under product liability law. Otherwise, liability for slight negligence is excluded unless essential contractual obligations are affected. All claims of the user arising from the contractual relationship between the parties under these terms and conditions shall expire within twelve (12) months. The period begins with the emergence of the claim but not before the customer becomes aware of the circumstances giving rise to the claim. Liability of Volkswagen Group Info Services for intentional or grossly negligent breaches of duty as well as liability for damages resulting from the breach of life, body, or health and liability under the Product Liability Act remain unaffected; in these cases, the respective statutory limitation period and commencement of the limitation period apply.

     V.          User's Obligations:

The user is responsible for treating access data and information confidentially. Sharing access data with others is prohibited. The user must do everything reasonable to enable a smooth operation of the Sandbox and refrain from any actions that could compromise the security and stability of the Sandbox. The user shall promptly report any errors noticed during the use of the Sandbox to Volkswagen Group Info Services. In case of suspected misuse of access data, the user must inform Volkswagen Group Info Services immediately.

    VI.          Confidentiality:

1.      The parties shall treat all confidential information (as defined in Clause VI.3) of the other party, which becomes known to them in connection with or during the performance of the contractual relationship between the parties under these terms and conditions, as strictly confidential and shall only use it for the contractually agreed purposes.

2.      The obligation of confidentiality does not apply:

a. to those employees, staff, and external consultants who are directly involved in the use of the Sandbox ("need-to-know" principle). These individuals shall be contractually bound to confidentiality by the respective party, to the extent permitted by law, even after their departure, unless they are already bound by law to confidentiality;

b. if the other party has agreed to the disclosure of confidential information in individual cases.

3.      "Confidential Information" includes trade secrets within the meaning of § 2 Nr. 1 GeschGehG (German Act on the Protection of Trade Secrets) and other confidential information of an economic, legal, financial, technical, or tax nature relating to the business activities, customers, or employees of the parties, designated as such, or to be regarded as confidential by their nature, regardless of whether and how they are documented or embodied.

4.      Reverse engineering (§ 3 Abs. 1 Nr. 2 GeschGehG) is prohibited, i.e. the party receiving confidential information from the other party is not permitted to imitate or copy, examine, disassemble, decompile, or test confidential information to obtain (other) confidential information without the prior written consent of the party disclosing the confidential information.

5.      The term "Confidential Information" does not include information that (i) is publicly known or becomes publicly available (unless this occurs due to a breach of these terms and conditions by the informed party or one of its representatives); (ii) was already lawfully and without an obligation of confidentiality available to the informed party before it received the information from the disclosing party; or (iii) was received from a third party authorized to disclose such information unrestrictedly. The existence of any of the above exceptions must be proven by the contracting party that wants to rely on them.

6.      If a contracting party is obliged under applicable law to make confidential information of the other contracting party accessible to an authority, it shall be entitled to do so provided that it (i) limits the scope of disclosure to the absolute necessary extent ("need-to-know" principle), (ii) promptly informs the other contracting party about this obligation before making the disclosure, unless this is prohibited by law, and (iii) offers the other contracting party appropriate support to prevent or restrict the disclosure as far as possible.

7.      When confidential information of one party has become known to the other party, the receiving party shall, at the written request of the disclosing party after the termination of the contractual relationship between the parties under these terms and conditions, promptly and at its own expense, either return all confidential information (including all embodiments, data carriers, and copies) to the disclosing party or destroy them to the extent reasonably possible, and provide evidence thereof to the disclosing party. The obligation to return or destroy confidential information shall not apply if and as long as such confidential information must be retained by the other party due to statutory retention obligations or if it has been automatically created as a backup for disaster recovery.

8.      The obligation of confidentiality under this clause shall remain in effect for a period of five years after the termination of the contractual relationship between the parties under these terms and conditions.

  VII.          Availability of the Sandbox:

The availability of the Sandbox may be suspended for maintenance work, improvements, security measures, and other necessary technical or other measures by Volkswagen Group Info Services, upstream or downstream providers, or other involved third parties. Due to the execution of necessary tasks, it is possible that the Sandbox or certain functionalities may not be available for specific periods. Volkswagen Group Info Services will take into account the user's legitimate interests as much as possible by providing timely advance notice.

Volkswagen Group Info Services is not liable for the non-availability of the Sandbox due to events that affect the availability of the Sandbox and are caused by actions, events, omissions, or accidents beyond the control of Volkswagen Group Info Services ("Force Majeure"), occurring after the conclusion of the contractual relationship under these terms of use, and which were not foreseeable at the time of contract conclusion and whose effects cannot be overcome by Volkswagen Group Info Services without unreasonable effort or loss of time. Volkswagen Group Info Services will inform the user in writing of the occurrence of a force majeure event and will make every effort to restore the availability of the Sandbox.

 VIII.          Indemnification:

Upon first request, the user shall fully indemnify Volkswagen Group Info Services from all damages and costs (including attorney's fees and other advisory fees) in connection with any claims by third parties (including lawsuits, administrative claims, official actions, and other proceedings) that are in any way related to (i) a culpable breach of the user's obligations under these terms of use; (ii) the user's violations of applicable laws, regulations, official permits, or orders; (iii) the user's violations of applicable data protection laws; or (iv) the assertion that Volkswagen Group Info Services infringes on the intellectual property rights of third parties using the protective rights provided by the customer. The indemnification claim of Volkswagen Group Info Services is excluded if the user can prove that they did not commit the described violations culpably (i.e., not intentionally or negligently).

    IX.          Term and Termination:

The contract is valid for a period of one year.

During the contract term, either party may terminate the contractual relationship without stating reasons by providing written notice to the other party with a notice period of 6 (six) weeks. The statutory right of the parties to terminate the contract for important reasons remains unaffected.

      X.          Data Protection:

The processing of personal data in the Sandbox is carried out in accordance with applicable data protection regulations and the data protection policies of Volkswagen Group Info Services. The customer agrees to the processing of their personal data in accordance with these conditions.

    XI.          Final Provisions:

These terms of use are exclusively subject to the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Should any provision of this contract be wholly or partially invalid or unenforceable, the validity of the remaining provisions of this contract shall not be affected. The same applies if and to the extent that a gap is found in this contract (in particular, because the parties have overlooked a point requiring regulation). In place of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply which, to the extent legally possible, corresponds to the meaning and purpose of the invalid or unenforceable provision or the presumed will of the parties if they had considered this point.