General Terms and Conditions to License Agreements

1.1. These General Terms and Conditions are applicable and refer to all legal relations between FaceRacer Ltd., a limited liability company, registered in the Commercial Register and RNPLE at the Registry Agency at the ministry of Justice of Republic of Bulgaria, with UIC 202926835, and every other person (natural and/or legal), hereinafter “Licensee” (including representatives and/or proxy holders of the Licensee, legal representatives, heirs, and others), occasioned in relation to the provision to the Licensee of a license for the Licensed Objects.

These General Terms and Conditions are interrelated to the License Agreement concluded between FaceRacer Ltd. as Licensor and the respective natural person, legal entity, sole trader, organization, or other legal entity as the Licensee. These GTC apply to the conclusion, performance, amendment, and termination of the License Agreement. These GTC supplement the clauses of the License Agreement and form an integral part of the License Agreement.

In the event that the License Agreement concluded between the parties or any separate provisions thereof contradict with these General Terms and Conditions, the provisions agreed upon between the Parties in the License agreement shall apply.

1.2. The terms listed below shall have the following meanings in the License Agreement and these General Terms and Conditions

1.2.1. “License Agreement” or “Agreement” refers to the License Agreement concluded between the Licensor and the Licensee, granting the right to use certain Licensed Object(s) for a specified or determinable term and other specific conditions;

1.2.2. “General Terms and Conditions” or “GTC” refers to these general terms and conditions, which govern the rights, obligations, and relations of the Parties under the License Agreement concluded between them;

1.2.3. “Licensor” or “FaceRacer” refers to FaceRacer Ltd.;

1.2.4. “Licensee” refers to a natural person, legal entity, sole trader, organization, or other legal entity, go-kart track operator, which has an interest in being licensed for (some of) the Licensed Objects.

1.2.5. “Parties” refers to the Licensor and the Licensee, each of them referred to separately as a Party, when no distinction is made between them;

1.2.5. “Licensee” refers to a natural person, legal entity, sole trader, organization, or other legal entity, go-kart track operator, which has an interest in being licensed for (some of) the Licensed Objects.

1.2.6. “Software” refers to the software for track management as described in Track Management Software Specification, developed by FaceRacer, which is available on https://www.racefacer.com/en/track-management-software-specification;

1.2.7. “Social network” refers to a social network for tracks and drivers (RaceFacer Community) as described in RaceFacer Community Social Network Specification, which is designed and launched by FaceRacer available on https://www.racefacer.com/en/community-social-network-specification;

1.2.8. “RaceSafety System” refers to RaceSafety Automatic Remote Kart Control System operating through hardware devices and software applications and developed by FaceRacer (the Specification for which is available on: https://www.racefacer.com/en/remote-race-safety) and aimed at enhancing the safety of go-kart drivers, in accordance with General terms of Use of RaceSafety Automatic Remote Kart Control System (“GTU of RaceSafety System”) available on: https://www.racefacer.com/en/racesafety-terms-and-conditions;

1.2.9. “Trademark” refers to trademark RaceFacer, owned by FaceRacer and registered under reg.№ 00101850/18.05.2018 in Patent Office of Republic of Bulgaria.

1.2.10. “Invention” refers to "Method and system for control and management of the speed and movement on a kart track" for which FaceRacer filed a patent for invention with inc. № 112874/01/24/2019 with the Patent Office of the Republic of Bulgaria and over which it owns all intellectual and industrial property rights and as RaceSafety System is based on that patent;

1.2.11. “Territory” refers to the territory of the gokart track(s) specified in the License Agreement, operated by the Licensee and for/in the management of which the Software subject to the License Agreement will be used;

1.2.12. “RaceFacer Community” refers to all users of the RaceFacer Social Network;

1.2.13. “FaceRacer Global Loyalty Program” or Global Loyalty Program refers to FaceFacer’s global program offering discounts to all users of the RaceFacer Community when using karting products at any of the karting tracks using the Software in their business, regardless of their geographical location;

1.2.14. “Licensed Object” refers to an object of intellectual property for which the Licensee is granted the right of use under the terms of the License Agreement and these General Terms and Conditions. The objects under Articles 1.2.6, 1.2.7, 1.2.8, and 1.2.9 of these General Terms and Conditions may be Licensed Objects if rights of use are granted for them upon the conclusion of a relevant License Agreement.

1.2.15. "License Package" refers to a specific set of modules, basic functionalities and features of the Licensed software product, for which the Licensee is granted the right to use under the terms of the License Agreement. The types of License Packages are specified by the Licensor in the Price List;

1.2.16. "License Fee" refers to the monthly payment (fee) due for the use (within the scope and meaning of the License Agreement and these Terms and Conditions) of a specific Licensed Object or set of Licensed Objects for a period of 1 (one) month in accordance with the selected License Package;

1.2.17. “Confidential information” refers to any and all information, in any form or format, relating to FaceRacer and its affiliated entities and persons., trade secrets, discoveries, ideas, concepts, know how, techniques, drawings of specifications, diagrams, data, business activities and activities for computer programs, reports of clients lists, research, and other technical and business information. The confidential information also includes descriptions of the existence or the development of the said information.

1.3. All terms in these General Terms and Conditions are used with the same meaning as in the License Agreement, unless expressly agreed otherwise.

2. GRANT OF LICENSES

2.1. By entering into the specific License Agreement, FaceRacer grants the Licensee a non exclusive and non-transferable license to use the Licensed Object(s) specified in the License Agreement for the term of the License Agreement.

2.1.1. Licensee shall have the right to use the Software in executable format solely for the purposes of managing the karting track operated by it.

The Licensee shall not be entitled to transfer or grant the use (sub-license) the Software to any third party, in whole or in part, in any form, whether modified or unmodified. The license covers the use of the Software solely and exclusively for the management of the karting track(s) specified in the License Agreement.

2.1.2. By entering into a License Agreement for the use of the Software, the Licensee also receives the right to use the Social Network in connection with the use of the Software.

2.1.3. By entering into the License Agreement, FaceRacer grants the Licensee a non-exclusive and non-transferable license to use the Trademark in the Territory, in accordance with the terms and conditions set forth in the License Agreement and these GTC, solely and exclusively in relation to the use of the Software and the Social Network. The Licensee shall not be entitled to sublicense the Trademark.

2.2. The license is not limited by the number of workstations, number of users, or operating hours of the karting track, and does not restrict the connected hardware. The Licensee shall have unlimited access to all functionalities of the Licensed Object in accordance with the specific License Package agreed in the License Agreement for the karting track(s) specified in the Agreement.

2.3. FaceRacer has developed and offers Community users a Global Loyalty Program for the use of karting products at any of the karting tracks using the Software in their activities, regardless of their geographical location, which is aimed at increasing customer satisfaction and encouraging the use of karting services. The Licensee should familiarize themselves with the rules of the Global Loyalty Program, available at: https://www.racefacer.com/en/global-loyalty-program and apply them when using the Software.

2.4. If the Licensee has expressed their willingness to use the RaceSafety system and has concluded the relevant agreement (annex to the License Agreement) granting them the relevant license, and has paid the necessary fees and charges, the Licensee shall be entitled to use the RaceSafety system for the purpose of improving track safety.

The LICENSEE is entitled to use the RaceSafety system to the extent and for the purposes described in detail in the GTU of RaceSafety System having all rights and complying with obligations set out in the referenced General Terms of Use.

The Licensee shall have the right to continue using the RaceSafety system (hardware and software) even if they stop using the FaceRacer track management software, in which case they owe an installation fee and an annual maintenance fee in the amounts specified in the FaceRacer price list in effect at the time the payment obligations arise.

3. LICENSE FEE and OTHER PAYMENTS

3.1. For the rights granted to the Licensee under the License Agreement in connection with the use of the specific Licensed Object, the Licensee shall pay FaceRacer a monthly License Fee for the respective License Package in the amount specified in accordance with FaceRacer's Price List approved and in effect at the time of conclusion of the License Agreement and specified in the License Agreement.

3.1.1. The Licensee is allowed at any time to upgrade the initial License package but not to switch to lower package without the written consent of FaceRacer.

3.2. The Licensee undertakes to pay Installation fees for performing the activities related to the installation of the Software and the RaceSafety system (if a license for the same is provided) in accordance with the amount specified in the Agreement and/or in the Price List of FaceRacer.

3.3. The first payment, which shall include the Installation fee and the first monthly license fee for the use of the Software, shall be made within three days after the date of entering of the License agreement. Each subsequent payment shall be made by the 10th (tenth) day of each current month.

3.3.1. Timely payment of the amounts due under the Agreement is of essential importance, in view of which the parties agree that in the event of a delay in payment of any License Fee or other amount due under the License Agreement by the Licensee for more than 30 (thirty) days, the Licensor shall have the right, at its own discretion, to: (i) terminate the License Agreement unilaterally and without granting an additional period for performance, or (ii) restrict the actual use of the Software (to the extent possible) until the delay is remedied, without this being considered a breach of the Licensor's obligations under the License Agreement or any contractual breach.

3.3.2. Should the delay in payment of the amount due under the Agreement exceeds 60 (sixty) days, it shall be deemed that there has been a Tacit unilateral termination by the Lessee.

3.4. Payments shall be made free and clear of any taxes, duties, levies and fees.

3.5. The Licensee certifies that it is aware of, agrees to, and accepts that the License Fees and any other payments due may be increased annually on the date of conclusion of the Agreement by the percentage increase in the harmonised index of consumer prices (HICP) in the Eurozone countries (index of all goods) determined by Eurostat (or another such index replacing the one mentioned), referring to the twelve (12) months preceding that anniversary date.

3.6. If the Licensee is an entity registered in the EU it is entitled to notify the Licensor immediately, but no later than 5 (five) business days after the occurrence of any change affecting its VAT status, including, without limitation, VAT registration or deregistration, change, invalidity or suspension of its VAT identification number, change of the country of VAT registration, or other relevant circumstances.

Until the Licensor has received proper written notification together with satisfactory evidence of a valid VAT identification number, the Licensor shall be entitled to treat all payments under this Agreement as subject to VAT at the applicable rate, without such treatment constituting a breach of the License Agreement.

The Licensee is entitled to indemnify the Licensor for any and all damages arising out of or in connection with any incorrect, inaccurate or late notification relating to the Licensee’s VAT registration status, including but not limited to any penalty payments, fines, and/or other sanctions imposed on the Licensor.

4. COPIES AND OWNERSHIP

4.1. Licensee agrees to maintain records of the location and use of each copy of the Software and to apply the copyright notice and proprietary notice of FaceRacer to all copies made hereunder. The original and any copies of the Software, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of FaceRacer.

4.1.1. The Licensee understands and accepts that FaceRacer considers the Software and all information (data) generated and/or associated by/via it, the Social Network, and the RaceSafety system to be its property and that they constitute confidential trade secrets. The Licensee agrees not to provide or to otherwise make available in any form the Software, or any portion thereof, to any person other than its employees without the prior written consent of Face Racer.

4.1.2. All data generated, inputted, collected, or otherwise processed through the use of the Software and associated systems shall be deemed the joint property of both Parties — FaceRacer and the Licensee. Each Party shall have equal and perpetual rights to access, retain, and utilize such data for its own business and operational purposes.

4.2. The Licensee agrees not to challenge FaceRacer's ownership of the Licensed Trademark, oppose any registration thereof, or challenge the validity of the License Agreement or the license(s) granted thereunder. The Licensee agrees that nothing in the License Agreement gives them any right, ownership, or interest in the Licensed Trademark, except for their right to use the Licensed Trademark in accordance with the License Agreement

4.2.1. The Licensee agrees not to register or attempt to register, in whole or in part, the Licensed Trademark as a trademark, service mark, or any similar trademarks, with any domestic or foreign governmental or quasi-governmental authority. This provision shall apply after the expiration or termination of the License Agreement.

4.2.2. The Licensee agrees not to register or attempt to register, in whole or in part, any domain name which includes or is similar to the Licensed Trademark.

4.3. The Licensee agrees not to challenge the right of ownership or any parts of the intellectual and / or industrial property rights relating to the FaceRacer Invention, nor to oppose any subsequent registration or protection in relation to the Invention, nor to challenge the validity of the License Agreement or the license granted thereunder.

The Licensee agrees that nothing under this Agreement entitles them to any right, ownership or participation in the Patent for the Invention except their right to use the supplied RaceSafety system, in particular its components, in accordance with the License Agreement.

4.3.1. The Licensee declares that they accept that they have no right to create, develop, or otherwise generate (whether through reverse engineering or modification of the RaceSafety system, or through its complete redevelopment) any system similar, comparable, or identical to the RaceSafety system owned by the Licensor, or to its individual parts/components, including any system or device having the same purpose as that of the RaceSafety system and/or its parts/components.

4.4. Ownership of the Hardware components (when the Licensor delivers such components as agreed in the License Agreement) shall pass from FaceRacer to the Licensee on the later of the following dates – the date of their receipt by the latter, certified by the signing of the relevant shipping documents, or the date of payment of all prices and/or fees due under the License Agreement.

5. TERM AND TERMINATION

5.1. The term of the license specified in the License Agreement shall commence on the date of start of use of the Software, but no later than 1 (one) month after completion of its installation and training, as confirmed by the protocol under Article 6.4. of these General Terms and Conditions, unless otherwise agreed in writing, including by email.

5.2. After the initial term expires, The License Agreement shall continue to be valid for a further period of two (2) years, unless either party notifies the other that it wishes to terminate it upon expiry, which may be done by giving written notice at least three (3) months prior to the expiry date.

5.3. During the first three months of the License agreement the Licensee may terminate it without liability by providing a written notice with immediate effect. In such case, the Licensee shall be entitled to a refund of the License Fees (excluding the Installation fee) paid to FaceRacer prior to termination.

5.4. In the event that the Licensee wishes to unilaterally terminate the License Agreement beyond the cases and methods agreed upon above, as well as in the event of termination of the Agreement by the Licensor pursuant to Article 3.3.1 of the General Terms and Conditions, the Licensee undertakes to pay all monthly License Fees that would be due under the License Agreement for the period until the expiry of the term specified therein, or determined in accordance with Article 5.2. of these General Terms and Conditions (if the term has been extended in accordance with the aforementioned provision).

If the License Fees due under the preceding sentence are not paid within 30 (thirty) days after the date of termination of the License Agreement, as well as in cases of Тacit termination by the Lessee within the meaning of Article 3.3.2 of these GTC the Licensee shall owe double the amount thereof.

5.5. Either Party may terminate this Agreement by providing a notice with immediate effect, in case the other Party commits a breach of any of its obligations under this Agreement and fails to correct such default within thirty (30) days following written notice of such breach.

5.6. In the event of termination, Licensee will immediately discontinue use of the Software and the Social Network, and the RaceSafety system (if used, in accordance with the agreed upon terms). Within one (1) month after termination of the License Agreement, Licensee shall provide FaceRacer with a certificate or statement confirming that the original and all copies, in whole or in part and in any form, of each Software have been destroyed.

5.7. The provisions of Articles 5.8., 5.8.1., 10.1., 11.1. and 11.2. hereof will be effective after termination of the License Agreement.

5.8. In the event of termination, Licensee will immediately discontinue all use of the Trademark and will refrain from using the Trademark or any similar mark in advertising, commercial registries, directories, on the internet and web-sites, in telephone listings or, any other similar listings, sales, distributions or promotions of products or services, etc.

5.8.1. The Licensee shall not conduct its business in any manner that would falsely imply to the public that the License Agreement is still in force. The Licensee will not develop its own or similar to the licensed track management software or social network within a term of at least five (5) years after termination of the License Agreement.

5.8.2. Following the effects of termination, the Licensee at its own expense shall either return promptly to FaceRacer or destroy all confidential information, technical, operational, promotional materials which include the Trademark. The Licensee shall provide FaceRacer with a certificate or statement confirming that the destruction has taken place.

5.8.3. The Licensee shall transfer to FaceRacer or cancel all rights and interests which the Licensee may have in any trademark or domain name which is reasonably deemed by FaceRacer to be similar to Licensed Trademark or which contains "RaceFacer" as a part thereof.

6. DELIVERY AND MAINTENANCE

6.1. In regards to the conduct of the delivery and the installation of the Software the Licensee shall provide the execution of all FaceRacer’s minimum technical installation requirements (including the requirements to the hardware units), and shall provide and guarantee that all hardware units using the operational system were re-installed with a “fresh copy” of Windows and have Google Chrome internet browser installed (whenever necessary).

6.1.1. The minimal technical requirements to the hardware include a server either delivered by the Licensee or delivered by FaceRacer for the installation of the software. Administrative access to the server will only be possible from the side of FaceRacer as well as of Licensee to whom an access password will be given. Notwithstanding the foregoing, the Licensee shall not make any changes or perform any actions to the Software, and in the event of any actions being performed, including a login with the password provided, the Licensor shall be relieved of any liability for any suspension or interruption of the operation of the Software, or for any malfunctioning of the same, and the Licensee shall pay the costs of remedying the cause of the malfunctioning, as well as for subsequent, additional installation.

6.2. After the obligations under the above Art. 6.1. are observed, the Licensee shall inform FaceRacer of the readiness to start the Software installation process and of the readiness to provide access (remote access including) to the hardware units to be included into the installation process, and shall therefore provide to FaceRacer the necessary information, names, passwords, etc. After receiving the notice as specified in the previous sentence and the necessary access, Faceracer shall conduct an inspection of the execution of the technical requirements. In case the technical requirements related to the installation are observed, FaceRacer shall set a specific term to install the Software. Otherwise, it shall indicate to the Licensee what additional actions should be taken, or which technical requirements have not been met.

6.3. FaceRacer shall deliver and install the Software promptly within the term as set in accordance to the provisions of art. 6.2. FaceRacer shall not start any installation activities, respectively shall not be liable for any delay, if all the installation technical requirements have not been observed by the Licensee and/or there is no constant access to the respective hardware units and the first License and Installation fees are still due.

During the installation of the Software, FaceRacer shall also provide training on how to use the Software to the Licensee's responsible employees.

6.3.1. The delivery of hardware components (to the extent that such delivery is agreed in the License Agreement, and including also those for the RaceSafety system) shall be carried out by a selected carrier (transport company). FaceRacer undertakes to deliver the hardware to the carrier within the time limits agreed between the parties in the License Agreement in accordance with its production capabilities and availability, sending the relevant tracking number to the Licensee.

The Licensee undertakes the obligations related to customs clearance and payment of the relevant cross-border fees and duties.

The Licensee shall have the following obligations related to the receipt of the delivery:
- to notify the Licensor immediately, but no later than the day of receipt of the shipment, of any breach of the integrity of the packaging or other damage to it, certifying this with appropriate photo evidence;
- to unpack and inspect the hardware components delivered by the carrier as soon as possible, but no later than 3 (three) days after receipt of the delivery. If, upon such inspection, discrepancies are found between the delivered hardware and that which should have been delivered in accordance with the relevant Agreement (in terms of type and/or quantity), the Licensee shall notify FaceRacer in writing. If, within the specified three-day period, the Licensee has not duly notified FaceRacer of any discrepancies in the delivery received, it shall be deemed that the Licensee has accepted the delivered hardware components without comment and that they are in the required quantity and type.

6.4. For the completed installation and training in the use of the Software, FaceRacer shall draw up a unilateral protocol certifying the fulfillment of these obligations.

6.5. FaceRacer shall provide to the Licensee the following maintenance of the Software:

6.5.1. In case of substantial program error, that renders the Software unusable for its intended purpose, FaceRacer undertakes to fix it as quickly as possible within 24 hours of receiving notification of the error.

For the avoidance of doubt, the scope of support provided by FaceRacer does not include cases of suspension/restriction of the Software's operation due to or related to problems with the operation of hardware devices, the local network, computer devices and configurations, etc.

6.5.2. In the event that the Licensee has technical questions regarding the use of the Software during the term of the License Agreement, the Licensee shall be entitled to address such questions to FaceRacer, and the latter shall be obliged to answer such questions without charging the Licensee for this. After the first anniversary of the License Agreement, training on the use of the products shall be subject to additional fees.

7. INFRINGEMENTS

7.1. The Licensee shall notify FaceRacer of any infringement, imitation or other illegal use or misuse of the Licensed Object(s), which come to the Licensee's attention. As the sole owner of the Licensed Object(s), FaceRacer shall determine whether to take any legal actions or proceedings. The Licensee shall cooperate in good faith with FaceRacer in the event any infringement proceedings arising out of, or related to, any use of the Licensed Object(s) are brought by or against any third party. The Licensee shall not institute any proceedings for infringement of the Licensed Object(s) without the prior written approval of FaceRacer. The Licensee shall render FaceRacer all reasonable assistance in connection with any matter pertaining to the protection, enforcement or infringement of Licensed Object(s), whether in the courts, administrative agencies, or otherwise.

8. WARRANTY

8.1. RaceFacer Track Management Software developed by FaceRacer is designed to meet the needs of karting center operators in relation to the management of their facilities and aims to help increase their profitability. The Licensee is familiar with the available features and capabilities of the Software prior to entering into the License Agreement and these General Terms and Conditions, and the Licensor cannot guarantee the creation of additional or different modules, functionalities, or other additions and improvements in accordance with the specific requirements or needs of the Licensee, unless it has received explicit written guarantees for the development of such. As any other software product, the FaceRacer Software may from time to time experience errors (bugs), which FaceRacer will endeavor to fix in a timely manner.

8.2. FaceRacer undertakes to provide warranty support for the hardware devices it has delivered for a period of 12 (twelve) months from the date of handover of the respective hardware to the specific carrier.

Upon discovery of a defect, the Licensee shall immediately notify FaceRacer in writing, providing accurate details of the nature and cause of the complaint, and shall send accompanying photographic material and explanations.

The repair of such defects shall be carried out free of charge during the warranty period and, after its expiry, against payment of a fee at FaceRacer's prices

9. INDEMNITY AND LIMITATION OF LIABILITY

9.1. FaceRacer shall defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Software infringes copyright or other intellectual property right of a third party.

9.2.1. FaceRacer shall not be liable for any claim related to infringement of any patent, copyright, or trade secret in connection with the licensed Software and/or the licensed RaceSafety system in any form other than the original, unmodified form provided to the Licensee, or in relation to any combination of the Software with hardware, software, or information not provided by FaceRacer, in cases where the licensed Software or RaceSafety system, in its original, unmodified form, does not constitute an infringement.

9.2.2. FaceRacer shall not be liable for any claims for damages (direct or indirect, property or non pecuniary) suffered by third parties - employees, contractors, representatives of the Licensee, etc., visitors / users of the karting track services and / or their heirs, resulting from or related to track incidents, and the Licensor is obliged to hold FaceRacer free from any liability in relation to visitors / users of the go-kart services on track.

9.3. The Licensee agrees to fully indemnify and hold harmless FaceRacer against any losses, liabilities, increased obligations, expenses, claims, actions, damages, expenses or demands, that may be suffered or incurred by the latter, or that may be imposed on it, as a result of any breach by the Licensee of the provisions of the License Agreement and these GTC.

9.4. FaceRacer’s liability to Licensee under any provisions of the License Agreement and the GTC for damages finally awarded shall be limited to the amounts actually paid hereunder to FaceRacer. In no event shall FaceRacer be liable for indirect, incidental, special, or consequential damages, including loss of use, loss of profits or interruption of business, regardless of how they arise or on any theory of liability.

9.5. In connection with the possibility of registering users in the FaceRacer Software for managing tracks on site at the Licensee's karting center(s) with the assistance of its employees, the Licensee agrees to monitor and ensure compliance with the requirement to use real names (first and last name) when registering in the Software. The Licensee declares that it understands and accepts that in order to ensure the lawful and proper functioning of the Software, as well as to protect the Licensee and its interests, it is necessary to obtain relevant declarations of consent (wavers) from the customers of the karting track, respectively of the Software, which statements are intended to certify that users are aware of and accept certain facts and circumstances.

10. CONFIDENTIALITY and PRIVACY

10.1. The Parties shall keep the terms and conditions of the License Agreement confidential and no Party shall disclose or communicate to any third party any information, data or documentation which may be received or acquired as result of the License Agreement. Ownership of any technical or business information or data, written or oral, graphic or in other tangible form provided by one Party to the other shall remain with the Party providing the Information.

10.2. The Licensee shall restrict the Confidential Information to it, or to its directors, officers, employees or consultants who have a need to have access to and knowledge of the Confidential Information solely for the purpose of the License Agreement. Disclosure of Confidential Information to a third party by the Licensee shall only be made with the written consent of FaceRacer.

10.3. Any breach of the obligations as defined within this section will result in the immediate termination of the License Agreement between the Parties.

10.4. The obligations set forth in this section will bound the Parties after the expiration or termination of the License Agreement for any reason whatsoever without any time limit.

10.5. Personal data provided by customers of the karting tracks designated as Territory in the License Agreement, as well as the personal data to which FaceRacer has access or generates in the process of providing the licensed services under these Terms and Conditions, shall be processed and stored by FaceRacer in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Detailed information on the purposes and legal basis for the processing of personal data; the categories of recipients of personal data; the period for which personal data will be stored; the rights of data subjects in relation to the processing of their personal data by FaceRacer, as well as information on how they can be exercised; contact details of the data protection officer and any other information that the General Data Protection Regulation requires to be provided to customers is contained in the Privacy Policy of FaceRacer Ltd., which is published on the company's website www.racefacer.com.

10.6. The Parties represent and warrant that, in the course of and in connection with the performance of the License Agreement, they will strictly comply with national and European legislation related to the protection of personal data, and that each of the Parties has taken and will take the necessary measures prescribed by reference legislation in this area.

11. DISPUTES AND JURISDICTION

11.1. The License Agreement shall be governed and interpreted by the laws of the Republic of Bulgaria. For matters not covered by the License Agreement or these General Terms and Conditions, the provisions of the relevant Bulgarian legislation in force shall apply.

11.2. All disputes, arising from the License Agreement and/or these GTC or related to or pertaining to them, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in this contract or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in compliance with its Rules for Litigations, based on arbitration agreements.

12. NOTICES

12.1. All notices in connection with the License Agreement shall be in writing and may be given by post or by email – to the email address specified in the Agreement, or personally delivered.

12.2. The Licensee shall be obliged to notify the Licensor in writing of any change in the company data referred to in the License agreement within 3 (three) days after the change. In the event of default, any reference to the company data, referred to in the License agreement shall be deemed valid and any notice validly delivered if sent to the address specified in the Agreement.

13. SEVERABILITY

13.1. In the event any provision of the License Agreement or these General Terms and Conditions is determined to be invalid or unenforceable, the remainder of this Agreement or the General Terms and Conditions respectively shall remain binding and in full force and effect.

14. NON-ASSIGNMENT

14.1. The License Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of FaceRacer.

15. DISCLAIMER OF AGENCY, PARTNERSHIP AND JOINT VENTURE

15.1. Nothing in the License Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties hereto, unless expressly set out in the License Agreement, and neither Party shall have authority or power to bind the other in any transaction with third parties or to contract in the name of, or create a liability against, the other in any way or for any purpose.

16. AMENDMENTS

16.1. Any additions or amendments to the License Agreement, these General Terms and Conditions, submitted offers, accepted orders, instructions or other items related to or pertaining to the Licensed Objects, offered by FaceRacer Ltd shall be made in writing and accepted and signed by FaceRacer to be effective.

Notwithstanding the foregoing, FaceRacer has the right to unilaterally amend these General Terms and Conditions and shall notify the Other Party in a timely manner. By sending the amended GTC to the email address specified by the Licensee and by publishing the amended Terms and Conditions on the FaceRacer website, the Licensee shall be deemed to have been notified of the change. The Licensee has right to refuse to accept the amended General Terms and Conditions by sending an explicit written notice to FaceRacer within 30 (thirty) days of the specified amendment. Notifying FaceRacer of disagreement with amendments to these General Terms and Conditions shall be considered unilateral termination of the relationship between the Parties governed by these GTC. The termination rules set forth in the License Agreement or these General Terms and Conditions shall apply in such case.

16.2. These General Terms and Conditions form an integral part of the License Agreement concluded between the Parties. By signing the License Agreement, the Licensee declares that they have read and accept these General Terms and Conditions.

17. CASES OF FORCE MAJEURE

17.1. FaceRacer Ltd. does not bear any responsibility for non-performance, in case the same is objectively unable to fulfill its obligations or part of them, according to the contract, by reason of force majeure, as stated in Article 306 of the Commercial Law of Republic of Bulgaria. If FaceRacer Ltd. is prevented from honoring its obligations because of the following - but non exhaustively listed events and circumstances – riots, wars or related risks, fires, floods, strikes, government measures, defects in the machines or interruptions in the main power supply, where all these affect either FaceRacer Ltd., or third parties, from which FaceRacer Ltd. must receive the necessary documentation, materials, raw materials or personnel, completely or partially, and also during keeping the goods or their transportation, regardless of whether FaceRacer Ltd. acts on behalf of the other party or its own behalf, and further, as a result of other reasons whatsoever, emerging in other ways, not only as a fault of FaceRacer Ltd., then the latter bears no responsibility

17.2. In the definition of the foregoing subparagraph, the obligations of FaceRacer Ltd. in terms of delivery, transportation and/or other obligations are terminated until the said event and/ or circumstance be ceased unless FaceRacer Ltd. opts for fulfilling its obligations as soon as reasonably possible despite the said events and/or circumstances.

17.3. In case the execution of the contract be delayed for more than two months as a result of the said events and/or circumstances, defined as “force majeure”, FaceRacer Ltd. and the Оther party have the right, jointly and severally, to cancel the contract by a written notification to the other respective party.

17.4. In case the contract be cancelled and/or terminated as the consequence of the events and/or circumstances, defined as “force majeure”, FaceRacer Ltd. does not owe any compensation to the other party.