Definitions

Warp Industries: The legal entity Warp Industries BV, with its registered office at Molengraaffsingel 12 in Delft with Chamber of Commerce number: 48335458, represented by Thijs de Vries

Company X: The legal entity for who this agreement is made.

Whereas

  • Warp Industries was founded in 2017. Warp Industries develops software for the production and display of interactive 360 degree video (hereinafter called: the platform) and has also developed Warp VR mobile apps for this purpose.
  • Company X is a video production or e-learning company that wishes to enter into a cooperation agreement with Warp Industries. In the context of this cooperation, Company X may hold the title "Warp Expert" if and as long as it meet the conditions stated on the website. 
  • Company X will do its utmost to promote the title and platform. 
  • The parties wish to lay down the basic principles and agreements regarding their cooperation below. 

Have agreed as follows:

Article 1. Nature of the agreement

1.1 The key performance of Company X within the framework of the cooperation comprises: promoting the platform and the title "Warp Expert" by at least placing the title "Warp Expert" on its own website, acting as an ethical professional that upholds the standards of the market and continues to meet the applicable conditions.  

1.2 The key performance of Warp Industries within the framework of the cooperation comprises: acting as a technology provider at its own risk and expense and making all necessary knowledge, hardware, software, online player available via the online platform, making the title "Warp Expert" available and listing Company X on the website with the title.

1.3 Both parties are responsible for carrying out their own tasks within the cooperation. 

Article 2. Term

2.1 The cooperation will initially be entered into for an indefinite period as long as Company X meets the conditions for use of the title as set out on the website. 

2.2 The parties may terminate this agreement at any time with immediate effect.

Article 3. Conditions 

3.1 If Company X qualifies as a video production company, Company X declares at the time of entering into this agreement that it will comply with the following conditions:

  • Company X works as a 360˚ video producer or freelancer.
  • Company X has knowledge of the platform and the associated mobile apps.
  • Company X has successfully completed at least three 360˚ video assignments at three different clients.
  • Company X has worked with the latest 360˚ video software and hardware.
  • Company X has a portfolio of self-made 360˚ videos on its website.

3.2 If Company X qualifies as a e-learning company, Company X declares at the time of entering into this agreement that it will comply with the following conditions:

  • Company X works as an e-learning company and employs at least one educational expert.
  • Company X has knowledge of the platform and the associated mobile apps.
  • Company X has successfully completed at least three 360˚ e-learning projects at three different clients.

Article 4. Confidentiality and intellectual property rights

4.1 During and after the termination of this agreement, both parties will maintain confidentiality towards third parties regarding the business operations and what has been agreed within the cooperation. 

4.2 The intellectual property rights to all products developed by or on the instructions of Warp Industries are vested in Warp Industries.

4.3 Warp Industries acquires the right from Company X to use its service trade name(s) and logo(s) as well as a short description of the cooperation for marketing and sales purposes.

Article 5. Liability

5.1 Warp Industries is not liable towards Company X for risks and damage arising from delivery and use of the platform or the title. 

Article 6. Changes

6.1 This agreement can only be changed or supplemented by means of a written statement signed by both parties.

Article 7. Final provisions

7.1 In the event of any breach or non-performance of any provision of this agreement by Company X, Company X will owe an immediately payable penalty of €5,000 for each incident/infringement and a penalty of €250 for each day the breach continues with a maximum of €25,000, without prejudice to its right to claim compensation in full.

7.2 This agreement is governed exclusively by Dutch law. Any disputes arising from the cooperation to which this agreement relates will, at the choice of either party, be settled by arbitration award or court ruling.

7.3 If arbitration is chosen, the president of the District Court in the district where Warp Industries has its registered office will be requested to appoint a qualified arbitrator.

7.4 The above provision does not prejudice the right of the parties (in the event of urgent matters requiring preliminary relief) to apply to the competent District Court in the district where Warp Industries has its registered office. 

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