STANDARD TERMS AND CONDITIONS

References herein to the “Dealer” refer to the Associate Dealer Applicant provided in the Enrollment Form (the “Enrollment Form”) to which these Prinx Partners Program Associate Dealer Standard Terms and Conditions (“Terms and Conditions”) are attached and incorporated. The Dealer’s appointment and participation in the Prinx Partners Program (the “Program“) is further subject to the Prinx Partners Program Guidelines for Associate Dealers, (the “Guidelines”) as then in effect, as may be amended, revised, or restated, from time to time, at Blindspot’s sole discretion. The Enrollment Form, the Standard Terms and Conditions, and the Guidelines are collectively referred to as the “Prinx Partners Agreement.” References herein to Blindspot refer to Blindspot srl, a company duly incorporated and existing under the laws of Italy, with a registered office in Milan, via Giuseppe Prina, 15, Fiscal Code and VAT no. 10505940964. Blindspot is the administrator of the Prinx Partners Program.

1. APPOINTMENT

The Dealer agrees to use commercially reasonable best efforts to: (i) promote, market, sell and service the Prinx products (the “Products“), (ii) maintain and enhance Prinx’s reputation as a prestigious and high-performing brand.
The Dealer agrees to share, on a monthly basis, some key market data including, but not limited to, sales quantity by brand and average sell-out prices, and understands that this data sharing is a prerequisite for the accrual of any rewards.
The Dealer acknowledges and agrees that Blindspot retains the right to designate other persons or entities as Prinx Partners Associate Dealer, without limitation.

2. REWARDS

The Dealers that participate in the Program will earn rewards on Eligible Purchases* of Prinx tires from Prinx Authorized Distributor. (*) Eligible Purchases are equal to the Total quantity of Prinx tires purchased and paid less returns, allowances, and approved warranty claims.
Reward scheme is illustrated in the program Guidelines.
Dealers will receive direct payment(s) by the end of the 2^nd month following the end of each quarter.
Taxes, costs, and charges associated with and related to the payment or issuance of Program Rewards by Blindspot to a Dealer shall be the sole responsibility of the Dealer.
Issuance or delivery of Program Rewards may be forfeited, delayed, or withheld, in whole or in part, at Blindspot’s sole discretion, if a Dealer is in default or breach of the Prinx Partners Agreement.
Any and all determinations made by Blindspot related to the Program, including, without limitation, the issuance of Program Rewards shall be final and binding.

3. LIMITED PRODUCT WARRANTIES

The Dealer understands that Products bearing the Prinx brand name and D.O.T. number are warranted according to applicable Prinx warranties. The Dealer agrees to comply with the terms and conditions of the warranty and will not modify the terms of any warranty applicable to Prinx.
The Dealer understands and agrees that Warranty claims and Warranty adjustments will be processed and settled in accordance with Prinx warranty procedures.
The Dealer is responsible for performing warranty work and processing warranty claims and warranty adjustments for Prinx tires presented by end users in accordance with the terms and conditions of the Warranty.
Warranty work, claims, and/or adjustments, including reimbursement for the same, are subject to change and final approval by Prinx.

4. ADVERTISING AND PROMOTION

Throughout the term of the Prinx Partners Agreement, the Dealer will maintain, in each of its Locations, prominently displayed Prinx signs and other point-of-sale materials supplied by Prinx with the enrollment (welcome kit) and afterward, in accordance with the Guidelines. The Dealer agrees that its use of any Prinx Intellectual Property (defined below) will be in accordance with Prinx guidelines and/or any other instructions from Prinx. Prinx retains all rights, titles, and interests in and to the “Prinx” name and any and all other trademarks, trade names or other intellectual property or proprietary technology (“Intellectual Property”) related to or concerning the Products used, from time to time, by the Dealer. Under no circumstances will anything in the Prinx Partners Agreement be construed as granting, by implication or by estoppel or otherwise, a license to Prinx’s Intellectual Property.

5. TERM AND TERMINATION

The Prinx Partners Agreement will become effective on the date of the submission of the Enrollment Form by the Dealer and will continue in effect until the end of the then-current calendar year (the “Term”). Unless written notice is provided at least thirty (30) days prior to the end of the calendar year, the Prinx Partners Agreement will automatically renew for a successive Term.
The Prinx Partners Agreement may be terminated by either Blindspot or the Dealer, on thirty (30) days written notice of termination to the other party, unless otherwise or sooner terminated by Blindspot for just cause.
Upon termination or expiration of the Prinx Partners Agreement, the Dealer will no longer be a Prinx Partners Program Associate Dealer and will not present itself to the public as such. Furthermore, the Dealer must immediately remove any reference to the Program from all written materials, all promotional materials such as signs, banners, names, trademarks, advertising, sales, technical, and other similar materials which identify or appear to identify the Dealer as a Prinx Partners Program Associate Such materials must be returned to the Prinx Authorized Distributor and/or Blindspot.
Immediately upon termination of the Prinx Partners Agreement, the Dealer shall cease to qualify for any Program Rewards and any Program Rewards accumulated and not already distributed to such Dealer may be subject to forfeiture as determined by Blindspot, in its sole discretion.

Nothing herein shall be deemed to impact or change any orders for Products or any other agreements in place for the purchase or other use of Products, including but not limited to orders already placed and inventory in the possession or control of a Dealer at any time.

6. AUDIT

At any time upon prior written notice, Blindspot reserves the right to audit the Dealer regarding the purchases and sales of Prinx products as well as compliance with this Prinx Partners Agreement, either through the use of internal personnel or a third-party external auditor, for compliance with the terms of the Prinx Partners Agreement.

7. MISCELLANEOUS

The Dealer agrees at all times to keep its account(s) with its Prinx Authorized Distributor current and in good standing, as may be further required by its Prinx Authorized Distributor, the Program, or the Prinx Partners Agreement.
The Dealer is an independent contractor, not an agent, joint venture, franchisee, or employee of Prinx or Blindspot. The Dealer does not pay any fee in connection with the Prinx Authorized Distributor Agreement.
This Agreement shall be governed by Italian law and the Court of Milan shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement, including those on validity, invalidity, performance, or termination thereof.
In the event that any term or provision of the Prinx Partners Agreement shall be held to be invalid, void, or unenforceable, then the remainder of the Prinx Partners Agreement shall not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.
Blindspot’s potential liability under the Prinx Partners Agreement or under the Program, if any, shall in no event exceed the value of any accumulated Program Rewards during the Term for which payment may be owing and shall expressly exclude incidental, consequential, punitive, or economic damages, whether based in contract, tort, common law or otherwise.
Unless otherwise provided, any notice given under the Prinx Partners Agreement (including an address change) will be in writing and may be effected by registered mail, return receipt requested, or through the Program website.
The Enrollment Form, these Standard Terms and Conditions, and the Guidelines constitute the entire agreement between Blindspot and the Dealer with respect to the Prinx Partners Program and supersede all other oral and written representations, understandings, and agreements related thereto.

GUIDELINES

The Prinx Partners Program is effective from January 1st, 2023 through December 31st, 2024 (“Term”).

PROGRAM OVERVIEW

This document sets forth the Prinx Partners Program Guidelines for 2023-2024 (“Guidelines”). Associate Dealers (“Dealers”) that participate in the Prinx Partners Program (“Program”) will earn benefits on Eligible Purchases from Prinx Authorized Distributor (“Distributor”).

To be eligible to earn benefits, the Dealer must have submitted its enrollment form through the Program Website https://prinx.partners (“Website”) and purchased the opening order of 24 Prinx tires from the Distributor. Additionally, the Dealer must share on a monthly basis some key market data including, but not limited to, sales quantity by brand and average sell-out prices, through the Website or other medium the Program Administration (“Administration”) will communicate.

The program has 6 different buckets of benefits, as illustrated below. There may be additional conditions to be eligible for the following benefits.

1. Quarterly Cash Reward
2. Annual Cash Reward
3. Travel Reward
4. Loyalty Award
5. Welcome Kit
6. Dedicated Campaigns

Quarterly Cash Reward
By submitting an order of at least 24 Prinx tires to a Distributor, the Dealer is immediately eligible to earn the Quarterly Cash Reward for every tire purchased (including the 24 tires of the opening order). There is no limit to the reward a Dealer can earn. The unitary Quarterly Cash Reward depends on the tire size and type, as follows:

Tyre SIZE and TYPEQuarterly Cash RewardEV 18”+1,2 €/pcEV up to 17”0,6 €/pcOther tires 18”+0,6 €/pcOther tires up to 17”0,3 €/pcOther tires up to 17”0,3 €/pc

1 Eligible Purchases are equal to the Total quantity of Prinx tires purchased and paid less returns, allowances, and approved warranty claims. All Prinx-branded passenger tires are eligible for the Program.

Annual Cash Reward
By purchasing at least 50 tires in the Term, the Dealer is immediately eligible to receive the Annual Cash Reward. There is no limit to the reward a Dealer can earn.
The unitary Annual Cash Reward is as follows:

Tyre SIZE and TYPEQuarterly Cash RewardAny size, any type0,3 €/pc

Travel Reward
The top 10 Dealers with the highest number of Prinx tires purchased in the terms will participate to the annual trip with Prinx management in one of the selected premium destinations. The Travel reward includes airfare and hotel accommodation for 1 person in the premium destination of the Program.

A minimum annual purchased quantity of 300 pcs is necessary to be eligible for the Travel Reward

No alternatives, cash, or other substitutions will be offered.

Loyalty Award

To be eligible for the loyalty award in 2025 a Dealer must purchase at least 100 Prinx tires in 2023-24

Additionally, in 2025 he needs to purchase a minimum quantity of 50 Prinx tires by quarter to be eligible for the Loyalty Award. The unitary Annual Cash Reward is as follows:

Tyre SIZE and TYPEQuarterly Cash RewardAny size, any type0,25 €/pc

Loyalty Award payments are made jointly with the Quarterly Cash Reward.

Welcome Kit

Upon submission of the opening order of 24 tires to a Distributor, the Dealer will receive the PRINX branded Welcome Kit providing items for the Point of sale, Promo Material, Merchandise, and Product Brochures.

Dedicated Campaigns

The Dealers will have the possibility to access promotional campaigns to accelerate their sales, exclusively dedicated to them.

HOW DO I COMMUNICATE PURCHASES TO THE PROGRAM AND MAKE THEM COUNT FOR BENEFITS?

The Dealer must communicate its monthly purchases every month by accessing the Website, filing every purchase, and uploading the corresponding invoices. The Dealer can load its monthly purchases by the 15th day of the following month. After this deadline, it will no longer be possible to load the purchases of the month which cannot, therefore, count for the benefits (unless otherwise decided by the Administration at its sole discretion).

The Administration will corroborate/validate the submitted data. If differences, errors, or omissions are found, the Administration will update/correct the data and notify the Dealer accordingly.

At any time, the Dealer can check the status of its benefits through the Dashboard of the Website, from where the Dealer can also redeem them and ask for payments.

The program has a hard cut-off on December 31st. Any purchase whose invoice date is subsequent to December 31st will not be considered for the calculation of the benefits of this Term. The Dealers have time until January 15th, 2024 to upload their purchases for the month of December on the Website. After this deadline, it will no longer be possible to load the purchases of the month which cannot, therefore, count for the benefits (unless otherwise decided by the Administration at its sole discretion).

HOW DO I REDEEM THE QUARTERLY CASH REWARDS?

After the 15th day of the month following the end of each quarter, the Dealer can redeem its accrued Quarterly Cash Reward and ask for its payment, providing that the total accrued value is above 200€. The whole process will be managed on the Website. The redeem button will be enabled once the above conditions are fulfilled and the Dealer will be asked to provide (i) the bank account details, and (ii) the invoice for the service rendered to the Program. To ensure the correct issue of the service invoice, a proforma will be made available on the website. Once uploaded the bank details and the service invoice, the payment will be immediately processed by the Administration. The status of the payment will be visible on the Website.

Once the program is completed by the end of the year, any amount will be eligible for payment even if the total value accrued is less than €200.

All payments will be made in Euros.

Quarterly Cash Rewards earned and not redeemed by March 31st of the following year shall expire.

All taxes, costs, and charges associated with and related to the payment of Program Rewards shall be the sole responsibility of the Dealer. At any time, the Dealer can review the Balance through the Website.

HOW DO I REDEEM THE ANNUAL CASH REWARDS?

Once the program is completed by the end of the year, the Dealer can redeem its accrued Annual Cash Reward, provided that the Dealer purchased at least 50 pcs during the Term. The whole process will be managed on the Website. The redeem button will be enabled once the above condition is fulfilled and the Dealer will be asked to provide (i) the bank account details, and (ii) the invoice for the service rendered to the Program. To ensure the correct issue of the service invoice, a proforma will be made available on the website. Once uploaded the bank details and the service invoice, the payment will be immediately processed by the Administration. The status of the payment will be visible on the Website.

All payments will be made in Euros.

Cash Rewards earned and not redeemed by March 31st of the following year shall expire.

HOW DO I REDEEM THE TRAVEL REWARD?

The Dealers winning the Travel Reward will be notified by the Administration. The Administration will provide them with any necessary instructions.

HOW DO I REDEEM THE LOYALTY AWARD?

The Loyalty award will be redeemed and paid jointly with the Quarterly Cash Reward, following the instructions provided above in the corresponding section.

HOW DO I REDEEM THE WELCOME KIT?

The Welcome Kit will be sent directly to each Dealer upon the upload onto the Website of its opening order of 24 Prinx tires. The Dealer will not need to do anything, everything will be managed automatically by the Administration.

IMPORTANT NOTES AND TERMS AND CONDITIONS

Only Dealers may participate in the Program.
The Dealer is responsible for the filing, reporting, and paying of any and all local taxes that may be due as a result of participating in the Program.
Program benefits may be withheld from any Dealer not complying with the Prinx Partners Program Associate Dealer Standard Terms and Conditions.
Additional terms and conditions may apply and will be provided if applicable, including proper display and usage instructions, regarding Prinx Point of Sale and Promotional Materials.
Any communication, request, or inquiry should be addressed to the Administration using the Website.

ALL CALCULATIONS AND DETERMINATIONS BY THE ADMINISTRATION AS TO THE ELIGIBILITY OF SALES FOR EARNINGS UNDER THESE GUIDELINES SHALL BE FINAL AND BINDING, AND THE ADMINISTRATION MAY CHANGE, AMEND, OR DISCONTINUE THIS PROGRAM AT ANY TIME AND FOR ANY REASON.

These Guidelines and the Program are subject to the A Prinx Partners Program Associate Dealer Standard Terms and Conditions. This Program is part of the Prinx Partners Agreement as set forth therein.

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