General Terms and Conditions

General Terms and Conditions (GTC)

Fitness Nation I GmbH – B2B SaaS/Software contracts (can be concluded online)

Status: 01.01.2025

With the fitness nation I software, Fitness Nation I GmbH (hereinafter referred to as "provider") offers companies, particularly from the fitness, wellness, health, sports, leisure and recreation facilities sectors as well as related industries, a web-based, modular software system for the digitization and optimization of business processes as well as for member/customer retention, acquisition, content, marketing, communication and commerce functions.

The Fitness Nation I software consists of basic modules, add-ons, special features, and, where applicable, product bundles. The type and scope of services depend on the modules and bundles booked by the customer, as well as the currently valid service description.

1. Scope

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts concluded between the provider and the customer for the provision and use of the fitness nation I software ("Software Contract") as well as any additional services (e.g. training, individual adaptations, integrations, fulfillment services, support or consulting services).

1.2 The inclusion of the customer's own terms and conditions is hereby rejected, unless expressly agreed otherwise in writing.

1.3 Offers from Fitness Nation I GmbH are exclusively directed at entrepreneurs as defined in § 14 of the German Civil Code (BGB). Contracts with consumers (§ 13 BGB) are not concluded.

1.4 By concluding this contract, the customer confirms that they are an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). There is no right of withdrawal.

2. Subject matter of the contract, scope of services and definitions

2.1 Subject Matter of the Contract The subject
matter of this contract is the provision, for a fee and for a limited period, of the fitness nation I software for the customer's intended use via an internet connection using a browser and/or app ("Software as a Service"). Depending on the modules/bundles booked, the software may also include platform and community functions, in particular cross-location community offerings as well as location-specific community areas.

2.2 Service Description / Modules / Bundles
The type and scope of services are defined in the currently valid service description: [Insert LINK to service description]. In case of a conflict between the service description and these Terms and Conditions, the service description shall prevail.

2.3 Module Structure
The software modules can be booked individually or together. They are structured as follows:

Basic modules (foundation):

• fitness nation I location
• fitness nation I management
• fitness nation I membership

Add-Ons:

• fitness nation I App
• fitness nation I Shop
• fitness nation I Marketing
• fitness nation I TV
• fitness nation I Training

Specials:

• fitness nation I Music
• fitness nation I Smart Coach
• fitness nation I Counter
• Fitness Nation I United (SSO network login for fitness/health/leisure)

2.4 Booking dependencies
Add-ons can only be booked and used if at least one of the following basic modules is booked:

• fitness nation I management or
• fitness nation I membership

Further requirements may arise from the service description.

2.4A Product Bundles (NEW)

2.4A.1 Definition of Product Bundle
In addition to individual modules, the provider may also offer product bundles. A product bundle is a predefined package from the provider, consisting of several basic modules, add-ons, special features, and possibly additional services (e.g., templates, branding and marketing structures, training/documentation packages).

2.4A.2 Example: fitness nation I smart Gym
Such a product bundle could be, in particular, fitness nation I smart Gym, which consists of several basic modules, add-ons and specials and may additionally include the following services (not exhaustive):

• Design templates for exterior and interior studio design,
• Social-Media-Designs,
• Marketing structures,
• Templates/guidelines adapted to the positioning and concept of "fitness nation I smart Gym".

The specific content of the bundle depends solely on the respective offer and the service description.

2.4A.3 Application Fee and Right of Use “fitness nation I smart Gym”
If an application fee or ongoing application fee is agreed for a product bundle (e.g. fitness nation I smart Gym), this includes the customer's right to operate and position their studio as “fitness nation I smart Gym” during the term of the application contract, insofar as this is expressly provided for in the offer/bundle.

This right is limited to the term of the application agreement and terminates automatically upon its termination, without requiring any separate declaration. After the agreement ends, the customer is obligated to cease using the designation "fitness nation I smart Gym" and all associated trademarks/branding elements and logos, unless otherwise agreed.

2.4A.4 Prerequisites / Mandatory Purchase of Information Packages
The prerequisite for using the product bundle “fitness nation I smart Gym” (in particular for using the name and the associated branding/operating rights according to section 2.4A.3) is the purchase of the following information packages:

• fitness nation I Book of smart Gym Part 1 (Opening) und
• fitness nation I Book of smart Gym Part 2 (Operate).

If these information packages have not been purchased, the provider is entitled to refuse or block the use of the bundle or the branding/operator rights until these requirements are fully met, without this constituting a breach of duty on the part of the provider.

2.4A.5 Additional Bundle Services / No Guarantee of Success
If product bundles include additional services such as design templates, marketing structures, or guidelines, these are – unless expressly agreed otherwise – support services for implementation and positioning. No guarantee of economic or marketing success is given.

2.5 Integrations / Third-Party Services
Optionally, third-party services can be integrated in consultation with the provider. The respective third-party provider is solely responsible for these services (including their availability, functionality, updates, prices, and terms of use), unless expressly agreed otherwise. The provider is only obligated to provide the interface service defined in the service description/agreed specification.

2.6 Definitions (Short Definitions)

1. “Software” refers to the fitness nation I software including the modules and bundles booked by the customer.
2. “Product bundle” is a predefined overall package consisting of modules and, if applicable, additional services (see section 2.4A).
3. "Disruption" is a significant deviation of the software from the performance specification, which leads to a not insignificant impairment of its use.
4. "Maintenance" refers to planned or unplanned measures to secure, update or stabilize the software (e.g. security updates).
5. "Availability" is the technical accessibility of the software at the handover point (server/hosting) by the customer via the Internet, measured per calendar month.
6. "Ticket" is a support request submitted via the ticketing system.
7. “Text form” means text form as defined in § 126b BGB, in particular email, ticket, PDF.
8. “Community” refers to digital platform features within the software that enable interaction between users (e.g., profiles, feeds, posts, comments, reactions, groups, chats, leaderboards, challenges, location-specific or cross-location areas).
9. “Status location community” refers to a community area that is assigned to a specific status location/studio of the customer and can be operated and administered by them within the framework of the software.

2.7 Special provisions for “fitness nation I united” (SSO network login)

2.7.1 Subject and Function
Fitness Nation I United is a central authentication and single sign-on service (“SSO service”) of Fitness Nation GmbH. The SSO service enables registered users, after a one-time registration and authentication, to log in with the same access data (FN account) (i) in the Fitness Nation app and in other services of the Fitness Nation platform and (ii) at connected locations/providers, including their respective studio or location systems, provided that these technically support login via Fitness Nation I United.

2.7.2 Demarcation from Services of Affiliated Locations/Providers
Insofar as users utilize services of affiliated locations/providers (e.g., studio memberships, access, course bookings, day passes, other location-specific services), the respective terms and conditions of the location/provider in question apply. fitness nation I united provides the central registration and related technical functions and does not replace location-specific contractual declarations or registrations, insofar as these are required in individual cases.

2.7.3 “Stay logged in” / Session usage (only for direct Fitness Nation platform offers)
The following applies exclusively to the use of offers that the user accesses directly on the Fitness Nation platform (including the Fitness Nation app): The SSO service may allow the user to remain logged in within a session after successful login and to use these platform offers without logging in again. For the use of offers from affiliated locations/providers, depending on the location/system, additional declarations or steps may be required (e.g., agreement to location terms and conditions, booking confirmations, or identity/membership verification); in these cases, re-login or confirmation may be required.

2.7.4 Central Authorization Check:
Fitness Nation I United can function as a central administration system for location-based access and usage authorizations. Connected locations/providers can automatically query, after login, whether the respective user has the necessary authorization for the specific service (e.g., active access, valid pass, activated function). This query serves to immediately activate access to the respective service.

2.7.5 Data Minimization and No Automatic Cross-Site Data Sharing
When logging in via fitness nation I united, affiliated locations/providers generally only receive (i) the information that the user has been successfully authenticated, and (ii) a technical identifier required for assignment within the respective system. Further transmission (in particular of profile, training, health, or membership data from other locations/offers) does not occur solely due to the SSO login, but only to the extent necessary for the use of a specific offer and the user establishes a corresponding link or grants the required consent.

2.7.6 Registration and Email Confirmation
Registration is required to use fitness nation I united. The data provided during registration must be accurate; in particular, no third-party data may be used. Fitness Nation GmbH may stipulate that email address confirmation is a prerequisite for future registration and use. Fitness Nation GmbH is entitled to refuse registrations in justified cases, especially if there are indications of misuse or security risks.

2.7.7 Access Data, Confidentiality and Notification Obligations
The access data is intended solely for the personal use of the registered user and must be kept confidential. The user may not share or disclose access data to third parties. If the user becomes aware of any misuse or has a corresponding suspicion, they must inform Fitness Nation GmbH immediately and take appropriate measures (in particular, changing their password or using the provided security features).

2.7.8 Blocking, Withdrawal, and Security Measures
Fitness Nation GmbH is entitled to temporarily or permanently block access to fitness nation I united in the event of violations of these provisions, false information, unauthorized disclosure of access data, or security incidents (e.g., takeover/hacking), reset access data, and/or terminate the use of the SSO service, insofar as this is necessary to prevent misuse, avert danger, or ensure system integrity. Following a justified blocking or termination, re-registration may, in individual cases, be subject to prior approval.

2.7.9 Termination and Impact on Affiliated Services
The user may terminate the user agreement for fitness nation I united at any time. The user acknowledges that terminating or deleting the FN account may prevent registration with affiliated services/status locations that require registration via fitness nation I united. Independent contractual relationships between the user and affiliated status locations/providers remain unaffected and must be terminated separately.

2.7.10 Data Protection Notice
Information on the processing of personal data in connection with fitness nation I united can be found in the data protection notices of Fitness Nation GmbH and – where applicable – in the data protection notices of the affiliated locations/providers for their respective offers.

2.8 Platform and Community Features / “fitness nation I united in sports community”

2.8.1 Subject Matter / Global Community
The software can provide a cross-location, global community (" fitness nation | united in sports community "). This global community can be designed as a central community area of ​​the Fitness Nation platform and allow registered users to interact with other users regardless of their individual location (e.g., exchange, content, challenges, leaderboards, or similar community functions), provided this is included in the booked scope of services.

2.8.2 Customer's Status Location Communities
Depending on the scope of services booked, the customer can operate a separate status location community within the software for one or more status locations ("Status Location Community"). The status location community is assigned to the respective status location and can enable location-specific content and interactions (e.g., information, posts, courses/challenges, communication between members of a status location), insofar as this is provided for in the service description.

2.8.3 Relationship between Global Community and Status Location Communities
The global community and status location communities are functionally distinct areas. Different visibility levels, participation requirements, and administrative rights may apply. If a user utilizes both the global community and one or more status location communities, content and interactions may be displayed separately, depending on the function. Content from a status location community to the global community (or vice versa) is not automatically published unless explicitly enabled by a corresponding function and/or the user makes a corresponding selection.

2.8.4 Roles and Responsibilities (Platform/Community)
For community functions, the provisions in section 8.2 (Platform Data / Joint Responsibilities) apply additionally. In particular, data processing may take place in different roles depending on the specific community function. Where necessary, supplementary data protection information or agreements (e.g., joint controllership agreement pursuant to Article 26 GDPR) will be provided.

2.8.5 Administration / Moderation in Location-Based Communities
If the customer operates location-based communities, the customer is responsible for the administration and – where technically feasible – moderation of the location-based content and user interactions and ensures that the use is lawful. The provider's rights to block/remove content or access in accordance with section 8.7 remain unaffected.

3. Provision, access, use

3.1 Access / Accounts
The customer receives access to the software via a personalized, password-protected account. The customer manages user roles and access rights within the scope of the booked service, insofar as the software allows this.

3.2 Program Version / Updates
The customer uses the software in its current program version. The provider is entitled to make updates, enhancements, and technical adjustments as necessary (e.g., security updates, performance improvements, new legal requirements) and reasonable for the customer. There is no entitlement to specific enhancements or new features unless expressly agreed upon.

3.3 Languages
​​The software is available in German, English and possibly other offered languages, depending on the module.

3.4 Transfer of Contract / Change of Control
The provider is entitled to transfer this contract, including all rights and obligations arising therefrom, to an affiliated company or a legal successor, particularly in the context of a restructuring, acquisition, or spin-off. The provider will inform the customer of this in writing. The customer may terminate the contract for good cause if the continuation of the contractual relationship with the legal successor is unreasonable for them.

4. Setup / Onboarding

4.1 Automated Setup
The software setup and onboarding process is automated. The customer is generally responsible for performing the setup and entering/transferring their data, unless explicitly agreed upon paid setup or consulting services.

4.2
Customer's Duty to Inspect After activation, the customer must immediately check whether the software is properly configured and offers the agreed-upon functionalities to the extent booked. Any defects or malfunctions must be reported immediately via the ticketing system (see section 10).

4.3 Acceptance Deemed / Go-Live
If a go-live, setup, or activation occurs (including automated activation), the service is deemed accepted if the customer does not report any significant defects in writing (ticket) within 14 calendar days of activation or go-live. The customer's rights in the event of justified complaints regarding defects remain unaffected.

5. Availability, maintenance, performance changes (SaaS operation)

5.1 Availability (SLA)
The provider guarantees 99.5% availability of the software on a monthly average. Availability is calculated as the ratio of actual available time to the total time in a calendar month.

5.2 Maintenance / Off-peak hours
Maintenance will be carried out – where possible – at night or during off-peak hours, otherwise at any time if required for safety, stability, troubleshooting, or to perform mandatory updates. Where possible, the provider will announce planned maintenance in advance.

5.3 Exclusion periods / unavailability that are not to be taken into account
The following are not considered unavailability:

• Outages due to circumstances outside the provider's control (e.g., internet/network problems, power outage at the customer's premises, AppStore/PlayStore disruptions, DNS/provider problems),
• Outages or limitations due to third-party integrations, interfaces, systems or services,
• Failures due to force majeure (e.g. natural disasters, war, strikes, government measures),
• Failures caused by incorrect operation, improper use, or lack of system requirements at the customer's site,
• Outages due to security measures (e.g., defense against attacks, emergency measures).

5.4 Performance Changes / Releases
The provider continuously develops the software. The provider is entitled to change functions, interfaces, workflows or technical components, provided that this (i) is necessary for technical, security-related, legal or economic reasons, or (ii) serves to improve the software, and (iii) the main functionality of the booked modules is substantially maintained and the change is reasonable for the customer.

5.5 Release Communication
Changes and releases will be announced via the release page:
https://release.fitness-nation-business.com
Customers should check the release page regularly; additionally, information may be provided via email or in-app.

5.6 Beta/Preview Features
The provider may make individual features or modules available as beta, test, or preview versions (“Beta Features”). Beta Features are for testing purposes and may contain errors, have limited availability, or be subject to short-term changes. No availability commitments apply to Beta Features as per Section 5.1. The provider is entitled to modify, restrict, or discontinue Beta Features at any time. Warranty and liability claims for Beta Features are excluded to the extent permitted by law, unless caused by intent or gross negligence.

6. Data storage, storage limits, usage limits (fair use)

6.1 Storage space
The provider makes storage space available to the customer on a virtual server for storing data and content within the scope of its intended use.

6.2 Storage Limit (Status)
Unless otherwise agreed in the offer/service description, the customer has a storage limit of 100 GB per customer account for files/uploads and content. Additional storage can be purchased for a fee.

6.3 Fair Use / Limits of Use
The customer may only use the software to the extent contractually agreed. The provider is entitled to take measures to stabilize and secure the system in the event of exceptional or abusive use (e.g., above-average API calls, data volume, simultaneous sessions, automated mass access).

6.4 Overuse / Measures
In case of persistent overuse, the provider is entitled to

1. to limit usage to a normal level,
2. to offer an upgrade/additional package, or
3. Additional costs will be calculated based on effort or according to the price list after prior notification.

6.5 Prohibited actions / abuse
The following are particularly prohibited:

• Reverse engineering, decompilation, circumvention of technical protection measures,
• automated scraping or systematic data extraction without consent,
• Use for the development of competing products,
• Overload, stress tests, or security attacks,
• Use of illegal content or purpose.

6.6 Data Backup / Restore
The provider performs regular data backups according to current technological standards. The customer has no right to receive specific backup versions unless expressly agreed upon. Upon request, the provider can restore data from the most recent available backup. If the provider is not responsible for the need for restoration (e.g., user error, deletion by the customer), the provider is entitled to charge for the resulting expenses according to the price list. The customer remains responsible for independently backing up their business-critical data.

7. Remuneration; Payment terms (including price adjustment)

7.1 Ongoing Remuneration
Unless otherwise agreed, the monthly remuneration is payable starting on the agreed commencement date of the contract term. Thereafter, the monthly remuneration is due in advance each calendar month. Partial months are billed on a daily basis at 1/30 per day.

7.2 One-off payments
One-off payments (e.g. training, individual services, integration setup) are due upon conclusion of the contract and must be paid within 10 days, unless otherwise agreed.

7.3 Prices / Taxes
All prices are net prices in euros plus statutory VAT.

7.4 Additional services based on effort
Additional services will be billed according to effort in accordance with the agreed hourly or daily rate, unless a fixed price has been agreed.

7.5 Payment Methods / Default
Invoices are due immediately upon receipt without deduction, unless otherwise stated. In case of late payment, default interest of 9 percentage points above the base interest rate applies.

7.6 Suspension of Access in Case of Payment Default
The provider is entitled to suspend access to the software, in whole or in part, if the customer is in default of payment despite receiving a payment reminder. Suspension will occur no earlier than 10 calendar days after the payment reminder has been issued. Access will generally be reactivated within a reasonable timeframe after full payment of the outstanding amounts.

7.7 Price adjustment for ongoing remuneration
The provider is entitled to adjust the ongoing remuneration with effect from the beginning of a new contract term/renewal period if cost factors change significantly (e.g. hosting/cloud costs, third-party license costs, wage costs, inflation, security/compliance requirements).

The provider will announce the change in writing at least 8 weeks before it takes effect. If the customer objects to the change within 4 weeks of receiving the notification, both parties are entitled to terminate the contract at the end of the current contract period. If no objection is raised, the change is considered accepted.

7.8 Set-off Set-
off is only permissible if the counterclaim is undisputed or has been legally established.

7A. Advertising / Marketing within the software (module “fitness nation I TV”)

7A.1 Advertising
The provider is entitled to broadcast advertisements and market integrated advertising spaces within the fitness nation I TV module.

7A.2 Advertising time limit
The advertising time displayed by the provider is limited to a maximum of 20 minutes per hour.

7A.3 Revenue Sharing
The customer receives – if agreed – a percentage share of the net advertising revenue ranging from 25% to 50%. The specific share depends on the offer or agreement.

7A.4 Adjustments
The provider is entitled to adjust advertising spaces, advertising formats, remuneration models and marketing structures, provided that this is reasonable for the customer.

8. Data rights, content, platform logic

8.1 Customer data (company-related data)
The customer remains the owner of the rights to the company-related data and content he has entered into the software.

8.2 Platform Data / Joint Responsibilities
With regard to platform/community functions, the parties acknowledge that data processing may be carried out by the provider and the customer in different roles (controller, data processor, or joint controllers), depending on the function and use (e.g., network/community functions, cross-site user interactions). The respective legal responsibility depends on the specific processing activity. Where necessary, supplementary data protection information or agreements (e.g., joint controllership agreement pursuant to Article 26 GDPR) will be provided.

8.3 End-Customer Input into the Platform
Data that end customers or platform users enter directly into the platform remains, under data protection law, personal data of the data subjects. The provider receives the necessary rights of use for platform provision, security, misuse prevention, technical maintenance, and further development. The rights of third parties remain unaffected.

8.4 Rights of Use for Contract Fulfillment
The customer grants the provider the right to use the data provided for contract fulfillment, provision, security, further development and troubleshooting.

8.5 Anonymized and Aggregated Data / Improvements / Marketing
The provider is entitled to evaluate and use anonymized and/or aggregated data, in particular for improvement, benchmarking, statistics and marketing, provided that no personal reference can be made and no conclusions can be drawn about individual customers.

8.6 Responsibility for Content
The customer is responsible for the legality of the content they upload. They indemnify the provider against third-party claims, provided the provider is not responsible for the infringement.

8.7 Blocking in Case of Misuse / Legal Violations
The provider is entitled to temporarily block or remove content or access if there are concrete indications of a legal violation, a breach of these Terms and Conditions, or a threat to the security/integrity of the software. The provider will inform the customer in advance – insofar as this is reasonable – and give the customer an opportunity to comment. In urgent cases (in particular security incidents, data theft, misuse, illegal content), blocking may occur without prior notice.

9. Intellectual Property Rights / Trademarks

9.1 Rights to the Software
All rights, in particular copyright, trademark and other intellectual property rights to the software, modules, databases, designs, trademarks, domains, texts and code components, belong – unless expressly indicated otherwise – exclusively to the provider or its licensors.

9.2 No transfer of rights
With the exception of the expressly granted right of use, the customer receives no further rights to the software.

9.3 Use of the provider's trademarks/logos
The use of the provider's trademarks, logos or other identifying marks by the customer (e.g. for advertising, landing pages, app badges) requires prior written consent, unless a branding/partner program has been expressly agreed upon.

9.4 Customer Reference
The provider is entitled to name the customer as a reference (name/logo) unless the customer objects in writing.

10. Support / Ticket system

10.1 Support Channel
Support requests and fault reports must be submitted via the ticket system: [Insert LINK to ticket system].

10.2 Response Time
The provider generally responds to tickets within 24 hours (on working days). This includes at least an acknowledgment of receipt, prioritization, or a follow-up question.

10.3 Prioritization / Processing
The provider processes disruptions according to priority and severity. An immediate solution or a specific resolution time is not guaranteed unless a separate SLA is contractually agreed upon. The provider is entitled to initially provide workarounds to restore use as quickly as possible.

10.4 Differentiation between Support / Training / Consulting
Support includes the handling of malfunctions and user questions within the usual scope. Training, individual configurations, data migrations, customization, or consulting are – unless explicitly included – subject to separate charges.

10.5 Cooperation
The customer shall provide all information required for error analysis and undertake reasonable cooperation measures.

11. Customer's obligations to cooperate and duties

11.1 The customer shall ensure that the necessary technical requirements are met and that safe use is possible.

11.2 The customer is obliged to keep access data secure, to respect the rights of third parties, not to store any unlawful content, to use virus protection measures and to indemnify the provider in the event of unlawful use, provided that the customer is responsible for this.

11.3 The customer shall take reasonable precautions to mitigate damages.

12. Usage rights / Usage restrictions

12.1 The provider grants the customer a simple, non-transferable right, limited to the term of the contract, to access the software and use it to the extent booked.

12.2 The customer is not entitled to transfer or make the software accessible to third parties unless expressly agreed.

12.3 Source/object code will not be provided.

13. Subcontractors / Hosting / Subprocessors

13.1 Subcontractors / Hosting
The provider is entitled to use subcontractors, hosting providers, data centers and other service providers to provide its services.

13.2 Data Protection / Sub-Processors
To the extent that these service providers gain access to personal data, this occurs exclusively within the framework of the applicable data processing agreement (DPA) pursuant to Article 28 GDPR and in compliance with legal requirements. A list of sub-processors can be included in the DPA or in a separate document and updated accordingly.

13A Information Security / Protective Measures (NEW)
The provider implements state-of-the-art technical and organizational measures to ensure the confidentiality, integrity, and availability of the software. These include, in particular, access controls, authorization concepts, logging, regular updates, and protective mechanisms against unauthorized access. The customer is obligated to keep their access data confidential, to implement appropriate security measures within their area of ​​responsibility, and to report security incidents immediately.

14. Third-party integrations

14.1 The provider is not liable for the availability, functionality, security or legal compliance of third-party services, unless the provider is responsible for this.

14.2 Changes, price adjustments, or discontinuation of third-party APIs may lead to limitations. The provider is entitled to modify or disable integrations as necessary. There is no entitlement to a specific integration unless expressly agreed upon as an essential part of the contract.

15. Warranty

15.1 The provider guarantees that the software will function substantially in accordance with the service description when used in accordance with the contract.

15.2 In the event of defects or malfunctions for which the provider is responsible, the remedy will be at the provider's discretion.

15.3 If the subsequent performance fails, the customer may reduce the price or, in the case of a not insignificant impairment, terminate the contract for good cause.

15.4 No warranty is provided if malfunctions are caused by improper use, missing system requirements, customer-side configurations or third-party integrations.

16. Liability (incl. liability cover / cap)

The provider is liable for all contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

16.1 Unlimited liability in cases of intent, fraud or gross negligence, injury to life, body or health, based on a guarantee promise and under the Product Liability Act.

16.2 In the event of negligent breach of essential contractual obligations, liability is limited to the foreseeable damage typical for this type of contract.

16.3 Unless unlimited liability applies pursuant to clause 16.1, the provider's liability – regardless of the legal basis – is limited in total to the amount of remuneration actually paid by the customer in the 12 months preceding the occurrence of the damage event, but not exceeding EUR 50,000. This limitation also applies to lost profits, lost savings or other indirect damages, to the extent legally permissible.

16.4 Furthermore, any liability is excluded.

16.5 Except in the cases referred to in clause 16.1, the limitation period for claims shall be one year from the date on which the claimant became aware of the circumstances giving rise to the claim.

17. Contract duration and termination

17.1 Term / Renewal
The contract enters into force upon conclusion of the contract and has the term specified in the order form/offer, starting from the agreed start date. The contract is automatically renewed for successive 12-month periods unless terminated with three months' notice prior to the end of the respective contract period.

17.2 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected.

17.3 Termination in written form
Terminations must be in written form (email, ticket or PDF is sufficient).

17.4 Data Export / Deletion
Upon termination of the contract, access will be blocked. Customer data will be deleted no later than four weeks after the contract ends, unless a legal obligation to retain it exists. The customer may request the release of their data within 30 days of the contract ending. The data will be provided in a common machine-readable format, in particular CSV or JSON, to the extent technically possible. The provider may charge for this service according to the price list and may require prepayment.

17.5 Storage / Deletion in Backups
Statutory retention obligations remain unaffected. If data is stored in backup systems, final deletion is technically delayed and occurs during the regular overwriting of backups.

18. Secrecy

18.1 Both parties are obliged to keep confidential information secret and to use it only for the purpose of fulfilling the contract.

18.2 Statutory disclosure obligations remain unaffected.

19. Data Protection / Data Processing

19.1 For the purposes of these Terms and Conditions, the terms of the GDPR shall apply.

19.2 Insofar as the provider processes personal data on behalf of the customer, this is done on the basis of a data processing agreement pursuant to Art. 28 GDPR, available at: [insert link to data processing agreement].

20. Ranking of documents

In case of discrepancies, the following order of precedence applies:

1. Offer / order form / individual agreement
2. Description of services,
3. these terms and conditions.

21. Severability Clause

Should any provision of this agreement be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a provision shall be deemed agreed upon which most closely approximates the intended economic purpose.

22. Final provisions (including changes to the terms and conditions with special right of termination)

22.1 Applicable Law
German law applies, excluding conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

22.2 Jurisdiction
The place of jurisdiction is – to the extent permitted – the registered office of the provider. The provider is also entitled to bring legal action at the customer's place of business.

22.3 Contract language
The contract language is German.

22.4 Amendments to these Terms and Conditions
The provider is entitled to amend these Terms and Conditions if this is necessary for legal, technical, or economic reasons and the amendments are reasonable for the customer. The provider will notify the customer of any amendments in writing at least six weeks before they take effect.

If the customer does not object within six weeks of receiving the notification, the changes are considered accepted. The provider explicitly points out the deadline and consequences in the notification of changes.

In the event of significant changes (in particular changes to main performance obligations, remuneration, liability or termination rights), the customer has a special right of termination at the time the change becomes effective.

22.5 Force Majeure If
the provider is unable to perform its services, or unable to perform them on time, due to force majeure or other unforeseeable events beyond its control (e.g., natural disasters, war, official orders, strikes, failure of communication networks or cloud/infrastructure services), the provider is released from its obligation to perform for the duration and to the extent of the impact. Delays in this case do not constitute a breach of contract. If a force majeure event lasts longer than 60 calendar days, both parties are entitled to terminate the contract without notice.

End of Terms and Conditions – Status: October 1, 2025

Fitness Nation I Smart Gym Application Contract (DE-20050)

(Software, platform and application agreement for the product bundle "fitness nation I smart Gym")

Status: 01.10.2025

between

Fitness Nation I GmbH
Bergstraße 18, 59394 Nordkirchen, Germany
– hereinafter referred to as “ Provider ” –

and

[Customer name / Company]
[Address]
[VAT ID No.]
Represented by: [Name, Position]
– hereinafter referred to as “ Customer ” –

The provider and customer are also collectively referred to as the " parties ".

§ 1 Preamble / Systemic Character / Contractual Purpose

1. The provider develops and operates the modular software solution "fitness nation I" as well as the associated platform and system components, in particular status location finder/platform functions, app functions, TV, music, shop and smart coach systems.

2. The customer intends to operate a location as "fitness nation I smart Gym" and to use the "fitness nation I smart Gym application" provided by the supplier for this purpose.

3. This contract, as a single agreement, governs
   (a) the provision of the smart Gym application as Software-as-a-Service (SaaS) for a fee,
   (b) participation in the provider's platform and system services, and
   (c) – provided and to the extent that the requirements are met – the right, limited to the term of the contract, to use the name and the branding/system elements "fitness nation I smart Gym".

4. This agreement is not a franchise agreement , but a software, platform, and system usage agreement with additional brand/concept-related usage elements. The customer bears sole entrepreneurial responsibility for the operation of the location.

§ 2 Inclusion and ranking of contract documents

1. This application agreement, including its annexes, conclusively governs the use of the product bundle "fitness nation I smart Gym" and the software, platform and system services provided for it.

2. In addition, the "Software and Service General Terms and Conditions (GTC)" of Fitness Nation I GmbH, as of January 1, 2025 (" SaaS GTC "), apply. The SaaS GTC are attached to this contract as Appendix 1 and become an integral part of this contract.

3. The SaaS terms and conditions apply equally regardless of the form of completion (online checkout, electronic signature, PDF signing).

4. Order of precedence in case of conflict :
   (a) this Application Agreement including Annexes (in particular Annex 2),
   (b) the SaaS Terms and Conditions,
   (c) other documents/policies/guidelines, insofar as they are effectively incorporated.

5. To the extent that this application agreement contains differing or supplementary provisions, these take precedence over the SaaS Terms and Conditions. This applies in particular to: minimum contract duration/notice periods (§ 23), branding/operator rights (§ 13), supply obligations/system standards (§§ 14–15), contractual penalties (§ 22), and participation models (§ 12).

6. Insofar as changes affect the SaaS Terms and Conditions, only the change mechanisms stipulated in the SaaS Terms and Conditions apply (in particular, notification in written form at least 6 weeks before effective date; rights of objection/special termination in the event of material changes). Release notices pursuant to Sections 7 and 26 do not replace formal change notification under the SaaS Terms and Conditions.

§ 3 Subject matter of the contract / Scope of services / Product bundle

1. The subject of the contract is the paid, temporary provision of the fitness nation I smart Gym application as Software-as-a-Service via the Internet for the intended use by the customer at the agreed location.

2. The smart Gym application is a predefined product bundle from the provider, consisting of software modules, platform services, system components and additional system services (e.g. design/marketing templates, guidelines, documentation packages).

3. The specific scope of services is definitively determined by the provisions of this contract and its appendices. A separate "service description" as defined in the SaaS terms and conditions is replaced by the provisions of this contract (in particular Section 4 and the appendices).

4. The smart Gym application is a complete package. Certain functional areas are mandatory and automatically activated (see sections 4.2.3 to 4.2.5).

§ 4 Included functional areas / modules (excerpt) – part of the contract

The smart Gym application includes the following functional areas, which are based on the fitness nation I software modules, but are adapted for smart Gym locations:

4.1 Fitness Nation I Membership – Membership, Contract and Booking System

• Digital booking processes (e.g. day tickets, trial training sessions, courses, courts).
• Self-service member management (contracts, payments, QR access, data).
• Digital contract signings with automated QR activation.
• Automated payment processing including dunning, debt collection logic and accounting interfaces.
• Integrations include Stripe, finAPI and third-party providers such as Gantner, Milon etc. (depending on availability/connection).

4.2 Platform integration “Fitness Nation”

• Visibility in the status location finder (with services/information).
• Mobile and web-based booking for guests and members.
• Participation in cross-site network/platform functions (e.g., Fair Train network), where available and included in the package.

4.2.3 fitness nation I smart coach (mandatory and automatically activated)

• The customer does not receive their own coaching system.
• The customer participates in the fitness nation I smart coach system, which is originally operated by the provider.
• The customer receives – insofar as technically attributable and provided for in the package – a share of net proceeds from coach sales to his end customers/members in accordance with § 12.

4.2.4 fitness nation I shop (Dropshipping) (mandatory and automatically activated)

• The customer does not receive their own shop system.
• The customer participates in the fitness nation I shop system originally operated by the provider.
• The customer receives – insofar as technically attributable and provided for in the package – a share of net proceeds from shop sales to his end customers/members in accordance with § 12.
• The customer's own shop operation is not part of this product bundle.

4.2.5 fitness nation I TV (mandatory and automatically activated)

• The customer participates in the fitness nation I TV system originally operated by the provider.
• The provider is entitled to display advertisements; the advertising time is limited to a maximum of 20 minutes per hour .
• The customer receives – insofar as technically attributable and provided for in the package – a share of net advertising revenue in accordance with Section 12.

4.2.6 fitness nation I music (GEMA-free)

• Use of at least one selectable music channel (e.g. Gym | Health | Wellness), if included in the package.

4.2.7 “fitness nation I smart Gym” Logo and branding use (limited time)

• Use of the name and trademark/branding elements during the term of the contract, provided and to the extent that the use is permitted under this contract and the conditions are met.

4.2.8 Design and marketing use

• Use of the interior and exterior design specifications (window decals, pictures, posters, etc.) as well as use of the marketing campaigns (opening campaigns, open day, monthly promotions, etc.) in accordance with system guidelines and specifications.

§ 5 Information packages as a prerequisite (Business/Branding Law)

1. The purchase of the information packages is a prerequisite for using the product bundle and, in particular, the branding/operator rights "fitness nation I smart Gym":

   • fitness nation I Book of smart Gym Part 1 (Opening) und
   • fitness nation I Book of smart Gym Part 2 (Operate).

2. If these information packages have not been purchased, the provider is entitled to refuse or block the use of the bundle as well as the branding/operator rights until these requirements are fully met, without this constituting a breach of duty on the part of the provider.

§ 6 Conclusion of contract / Entrepreneurial status / Location of status

1. This offer is directed exclusively to entrepreneurs as defined in § 14 of the German Civil Code (BGB).

2. By concluding the contract, the customer declares that he is acting as an entrepreneur.

3. The contract is concluded by signature or by electronic conclusion (e.g. order process/signature).

4. This agreement applies exclusively to the location of: [Enter location] . The right of use is non-transferable and non-sublicensable.

§ 7 Provisioning / Access / Setup / Updates / Release Communication

1. The service is provided via a web-based platform (SaaS). The customer receives administrative access and can create additional user roles.

2. Setup and onboarding are automated and the customer's responsibility. The provider is not obligated to provide on-site services unless explicitly agreed upon in writing.

3. The provider is entitled to further develop the software (updates, new functions, changes), provided that this is reasonable for the customer and the main functionality is essentially retained.

4. Technical changes, releases, and announcements are made via release.fitness-nation-business.com . Legally relevant changes (e.g., changes to the SaaS Terms and Conditions) are made exclusively in accordance with the SaaS Terms and Conditions in written form.

5. Maintenance is carried out, where possible, during off-peak/nighttime hours; in the case of urgent safety or stability measures, maintenance may also be carried out outside of these hours.

§ 8 Availability (SLA) / Maintenance windows / Exclusions

1. The provider guarantees an availability of 99% of the smart Gym application on an annual average at the handover point (data center/platform).

2. The following are specifically excluded from downtime:
   a) planned maintenance windows, provided that these are carried out – where possible – during off-peak hours,
   b) disruptions due to circumstances outside the provider's control (Internet, third-party providers, force majeure),
   c) disruptions caused by improper use, configuration or changes by the customer or third parties,
   d) necessary emergency measures for security defense (e.g. patching critical security vulnerabilities).

3. There is no entitlement to specific response or resolution times unless a separate SLA has been expressly agreed upon.

§ 9 Storage / Limits / Fair Use / Abuse / Blocking

1. The provider makes storage space available to the customer for using the application. Storage is limited to 100 GB per status location , unless otherwise agreed.

2. Exceedances may trigger additional fees or be technically limited after prior notification.

3. The provider is entitled to set technical limits (e.g. API limits, upload limits, user limits) to the extent necessary for stability and security.

4. Specifically prohibited are reverse engineering, scraping, circumvention of technical protection measures, security attacks, misuse, and use for the development of competing systems.

5. In case of misuse, the provider is entitled to temporarily block access or restrict usage. Further rights remain unaffected. Blocking due to misuse/legal violations is also governed by the SaaS Terms and Conditions.

§ 10 Data backup / Backup / Restore / Personal precautions

1. The provider performs regular data backups according to the current state of the technology.

2. The customer has no right to the release of specific backup versions unless this is expressly agreed upon.

3. Restoration measures are carried out – insofar as technically possible – according to the effort involved; if the provider is not responsible for the necessity (e.g. incorrect operation, deletion by the customer), the provider can charge for the resulting effort according to the price list.

4. The customer remains obligated to additionally back up their business-critical data independently, insofar as this is possible within their sphere of influence.

§ 11 Remuneration / Terms of Payment

1. There is a single ongoing fee (" smart Gym application fee "):
   a) Europe: EUR 444.00 net per month per status location
   b) World (outside Europe): USD 444.00 net per month per status location

2. Unless otherwise agreed, payment begins on the agreed start date. The fee is due monthly in advance . Partial months are billed on a daily basis at 1/30 of a day .

3. All prices are net prices, excluding statutory VAT and any applicable local taxes/duties. For invoices in USD, the respective tax regulations of the place of performance apply; the customer bears any bank/transfer fees.

4. Invoices are due immediately upon receipt without deduction, unless otherwise stated. In case of late payment, default interest of 9 percentage points above the base interest rate plus statutory late payment fees will apply.

5. Access suspension for late payment: The provider is entitled to suspend access to the software, either partially or completely, if the customer is in arrears with payments despite receiving a payment reminder. Suspension will occur no earlier than 10 calendar days after the reminder . Access will generally be reactivated within a reasonable timeframe after full payment of the outstanding amount.

6. The right to extraordinary termination due to late payment remains unaffected (important reason).

7. Offsetting is only permissible if the counterclaim is undisputed or has been legally established.

§ 12 Participation models (Smart Coach / Shop / TV)

1. The customer receives the following shares, insofar as they are technically attributable and included in the package:
   a) Smart Coach: 50% of the net revenue from sales attributable to the customer,
   b) Shop: 50% of the net revenue from sales attributable to the customer,
   c) TV advertising: 50% of the net revenue from advertising revenue attributable to the customer.

2. The advertising time limit within the fitness nation I TV module is a maximum of 20 minutes per hour .

3. Billing and payment take place at least quarterly, unless otherwise agreed.

4. The provider is entitled to adjust billing logics and marketing structures for objective reasons, provided that the customer is not unreasonably disadvantaged as a result.

§ 13 Operator rights / Branding rights “fitness nation I smart Gym”

1. During the term of the agreement, the customer receives – subject to the fulfillment of the system obligations (in particular Annex 2) – the right to operate and position their location as “fitness nation I smart Gym”.

2. The right is non-transferable and non-sublicensable and applies exclusively to the agreed location.

3. The branding rights automatically terminate upon termination of the contract. The customer must remove all branding elements within 14 days .

§ 14 Obligation to purchase, system conformity and condition precedent – ​​essential contractual obligation

1. The customer acknowledges that the obligations set out in Annex 2 – in particular the full implementation of the defined equipment park, system hardware, media services and floor/branding standards and their procurement via the intended sources – constitute a material contractual obligation (core obligation).

2. The granting and maintenance of the operator rights/branding is subject to the condition precedent that the customer fully complies with the requirements of Annex 2, keeps the system permanently operational, and provides proof of this upon request.

3. The provider is entitled to refuse, block or restrict the use of the operator rights/branding until this condition is fulfilled, without this constituting a breach of duty.

4. The obligation under Annex 2 remains in effect for the entire duration of the contract.

5. Antitrust/Competition Clause / Equivalent Alternative: Should a mandatory purchase requirement be legally inadmissible in a specific case, the customer remains obligated to use a technically and qualitatively equivalent alternative approved by the supplier. Any deviation is inadmissible without the supplier's consent.

6. Violations may justify the suspension of operator rights/branding, contractual penalties, and extraordinary termination.

§ 15 Operator obligations / System standards / Quality

1. The customer undertakes to operate the status location exclusively in accordance with the status rules and specifications of the "fitness nation I smart Gym" system.

2. The customer operates the location as a separate legal entity; the operation of a smart gym is a core business activity.

3. The customer agrees to comply with the CI/CD and branding guidelines.

4. The customer undertakes to comply with all legal provisions (labor law, consumer protection, data protection, etc.) and indemnifies the provider against claims by third parties, insofar as these are attributable to the customer.

5. The customer maintains adequate insurance coverage (business liability, business interruption, fire/burglary/natural disasters).

6. Disruptions and security incidents must be reported immediately.

§ 16 Support / Ticketing System / Response Time

1. Support is provided exclusively via the provider's ticketing system: [Insert ticket URL] .

2. The provider responds to tickets within 24 hours on weekdays (response time).

3. The provider is not obligated to guarantee a fixed repair time unless otherwise agreed.

4. Support includes troubleshooting and answering user questions to the usual extent. Training, customization, or consulting services are charged separately.

5. The customer provides the cooperation required for the error analysis.

§ 17 Integrations / Third-party providers

1. The provider can enable integrations with third-party providers (e.g., Stripe, finAPI, Gantner, Milon, etc.).

2. Third-party providers are solely responsible for their services.

3. Changes/disablements by third-party providers may affect usability; the provider is not liable for this, unless attributable to them.

Section 18 Data Protection / Platform Data / Responsibilities / Anonymization & Aggregation

1. The customer is the controller within the meaning of the GDPR for personal data of its end customers/members, insofar as it processes this data via the application.

2. Insofar as the provider processes personal data on behalf of the customer, this is done as a data processor pursuant to Article 28 GDPR. The parties will conclude a data processing agreement (DPA) (Annex 3) for this purpose, where necessary.

3. When using the platform's functions, data streams may be generated for which the provider pursues independent purposes (e.g., platform operation, security, billing, product improvement). In these cases, the provider processes data as its own controller or – where necessary – jointly with other controllers.

4. The provider is entitled to anonymize and aggregate usage and operational data and to use it for software improvement, quality assurance, and further development of the platform.

5. The use of anonymized/aggregated data for market analyses, benchmarks or product communication is permitted, provided that no conclusions can be drawn about individual members or the customer.

§ 18a Technical and organizational measures / Security (TOM)

1. The provider shall implement appropriate technical and organizational measures (TOM) in accordance with the state of the art to ensure the confidentiality, integrity and availability of the data processed within the platform.

2. This includes in particular access and authorization concepts, authentication and logging mechanisms, encryption where technically appropriate, as well as measures for attack detection and troubleshooting.

3. The provider maintains a procedure for handling security incidents (incident response). The customer will be informed of relevant incidents to the extent required by law.

§ 19 Confidentiality

1. Both parties agree to keep all confidential information confidential.

2. The obligation continues even after the contract ends.

3. System documentation, manuals, templates, guidelines and operational know-how are always confidential.

§ 20 Warranty / Defects / Subsequent performance

1. The provider guarantees the contractual functionality essentially according to the current status.

2. In case of defects, the supplier will provide a remedy at their discretion (remedy, patch, workaround).

3. If subsequent performance fails twice, the customer can reduce the price or, in the case of significant defects, terminate the contract without notice.

4. No warranty is provided for improper use, missing updates (insofar as they are within the customer's control), third-party problems, or malfunctions outside the provider's control.

§ 21 Liability

1. Unlimited liability in cases of intent, fraud or gross negligence, injury to life/body/health, warranty, product liability.

2. In the event of negligent breach of essential contractual obligations, liability is limited to the foreseeable damage typical for this type of contract.

3. Liability cap: Unless unlimited liability applies pursuant to paragraph 1, liability is limited in total to the amount of remuneration actually paid by the customer in the last 12 months before the occurrence of the damage event, but not exceeding EUR 50,000 .

4. Furthermore, liability is excluded to the extent legally permissible.

5. Statute of limitations: Except in the cases referred to in paragraph 1, the limitation period is one year from the date of knowledge of the circumstances giving rise to the claim.

§ 22 Contractual Penalty

1. In the event of culpable breaches of essential obligations (in particular branding, procurement obligations, confidentiality, impermissible substitution), the provider is entitled to impose a contractual penalty of up to EUR 5,000 per individual case.

2. Further claims for injunctive relief and damages remain unaffected.

3. The assertion of a contractual penalty does not preclude the assertion of a claim for further damages; a contractual penalty will be credited against a claim for damages insofar as the same breach of duty is concerned.

§ 23 Contract duration / Termination

(Minimum term 60 months)

1. The contract enters into force upon signature/electronic conclusion and is concluded for a fixed minimum term of 60 months (“minimum term”).

2. After the minimum contract period has expired, the contract is extended indefinitely and can be terminated with six months' notice to the end of the month.

3. The right to extraordinary termination for good cause remains unaffected.

4. Cancellations must be in written form (email, ticket or PDF is sufficient).

5. Clarification regarding precedence: The provisions of this Section 23 replace and supersede any differing terms/termination provisions of the SaaS Terms and Conditions (in particular automatic 12-month renewal and 3-month notice period), insofar as they conflict with Section 23.

§ 24 Consequences of contract termination / Data export / Deletion

1. The branding/operator rights automatically end with the termination of the contract.

2. The customer shall remove within 14 days all branding elements, online presence, social media profiles, etc. that use or suggest the name/brand "fitness nation I smart Gym".

3. Access will be blocked upon termination of the contract. Customer data will be deleted no later than four weeks after the contract ends, unless there are legal retention obligations.

4. The customer may request the release of their data within 30 days of the contract's termination. The data will be provided in a common machine-readable format, in particular CSV or JSON , to the extent technically feasible.

5. The provider can charge for this according to the price list and require prepayment .

6. If data is stored in backup systems, final deletion is technically delayed as part of the regular overwriting of the backups.

§ 25 Force Majeure

1. Neither party shall be liable for service disruptions due to force majeure or other unforeseeable events beyond its control (e.g., natural disasters, war, government orders, strikes, failure of communication networks or cloud/infrastructure services).

2. If the provider is unable to provide services, or unable to do so on time, as a result, they are released from their obligation to perform for the duration and to the extent of the impact. In this case, delays do not constitute a breach of contract.

3. If an event of force majeure lasts longer than 60 calendar days , both parties are entitled to terminate the contract without notice.

§ 26 Changes / Release Communication / Terms and Conditions Change Mechanism

1. The provider is continuously developing the systems. Technical changes will be announced via release.fitness-nation-business.com , unless they are immediately necessary for security reasons.

2. Significant changes affecting the main performance obligations will only be made to the extent that they are reasonable and the main functionality is essentially maintained.

3. Changes to the SaaS Terms and Conditions will be made exclusively in accordance with the SaaS Terms and Conditions (notification in written form at least 6 weeks before they take effect; objection/deemed acceptance; special right of termination in the event of significant changes).

§ 27 Final Provisions

1. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The place of jurisdiction is – insofar as permissible – the registered office of the provider.

3. Amendments and additions must be in written form, unless a stricter form is required by law.

4. Should individual provisions be or become invalid, the remainder of the contract shall remain in effect; the parties shall replace them with an effective provision that is as economically equivalent as possible.

PLANTS

Annex 1 – SaaS Terms and Conditions Fitness Nation I GmbH (Status 01.01.2025)

Annex 2 – Mandatory minimum equipment, equipment inventory and sources of supply (Status 01.10.2025)

Annex 3 – AVV (Data Processing), insofar as necessary

SIGNATURES

Place, date: ___________________________

For the provider (Fitness Nation I GmbH):

Name: ___________________________

Function: ________________________

Signature: _____________________

For the customer:

Company: ___________________________

Name: ___________________________

Function: ________________________

Signature: _____________________

APPENDIX 2

MANDATORY MINIMUM EQUIPMENT, EQUIPMENT RANGE AND SOURCES OF SUPPLY

Fitness Nation I Smart Gym application contract (DE-20050)

Status: 01.10.2025

This Annex 2 is an integral part of the fitness nation I smart Gym application contract (DE-20050) between Fitness Nation I GmbH (hereinafter referred to as "Provider") and the customer. It specifies the binding minimum equipment requirements for operating a "fitness nation I smart Gym" location, including the mandatory equipment inventory and the designated sources of supply.

1. Subject matter, commitment, and purpose

1.1 Binding minimum standard

This agreement defines the mandatory minimum equipment requirements for every location operated and/or marketed as a "fitness nation I smart Gym". The customer is obligated to fully implement, maintain operational readiness, and operate the components and statuses defined below in accordance with the system.

1.2 Not exhaustive / Right to amend

The following list represents the minimum standard applicable at the time of contract signing. It is not exhaustive. The provider is entitled to supplement or amend this document to ensure a consistent brand presence, technical standards, IT/data security, platform integrity, and economic and operational system compatibility, provided this is reasonable for the customer, taking their interests into account. Changes will be announced via release.fitness-nation-business.com, unless they are required immediately for security reasons.

1.3 Deviations only with consent

Deviations, substitutions, or additions are only permitted with the prior express written consent of the provider. Without such consent, any deviation will be considered a material breach of the contract.

1.4 Price Information

Any prices mentioned in this document are net prices, excluding delivery, assembly, installation and other incidental costs, unless expressly agreed otherwise.

2. Principle of mandatory sourcing / System partners / Antitrust structure

2.1 Mandatory procurement via defined sources of supply

The customer undertakes to procure the components stipulated as binding in this annex exclusively through the sources of supply/industry partners named in this annex, insofar as this is intended to be “binding”.

2.2 Legitimate system purpose / quality assurance

The customer acknowledges that the purchase obligations serve the purpose,

(a) to ensure the system quality and brand identity of “fitness nation I smart Gym”,

(b) to ensure technical compatibility, supportability and security standards,

(c) to create a consistent user experience for end customers,

(d) to ensure platform integrity (in particular interfaces, payment processing, access, TV/music systems, device integration), and

(e) to enable economically and operationally comparable system performance.

2.3 Admissibility and safeguard clause

The parties are aware that mandatory purchasing obligations may be sensitive under antitrust and competition law. These obligations therefore apply only to the extent necessary and appropriate to achieve the legitimate system purposes stated in Section 2.2. Should a mandatory purchasing obligation be legally impermissible in a specific case, the customer remains obligated to use a technically and qualitatively equivalent alternative approved by the provider that fulfills the system purposes in the same way.

2.4 Alternative/Substitute Solution (Exception Process)

If the customer wishes to use an alternative, they must request this in writing beforehand. The provider may make their consent conditional upon, in particular, the following:

(a) the alternative is technically compatible,

(b) System/design standards are adhered to,

(c) support capability is ensured,

(d) data security and platform integrity are not compromised, and

(e) Testing/integration costs may be borne by the customer.

3. Mandatory equipment – ​​components and sources

3.1 Johnson Health Tech GmbH – JHT Matrix Equipment Park (mandatory)

3.1.1 Liability

The complete integration of the JHT Matrix equipment and machinery park according to the following parts list (section 3.1.3) and the studio setup approved by the supplier is mandatory.

3.1.2 Source of supply / Industry partner

Johnson Health Tech GmbH
Europaallee 51
50226 Frechen, Germany

3.1.3 Mandatory equipment inventory / parts list per studio

The following equipment list is part of the mandatory minimum equipment. Quantities are given per studio.

A. Cardiovascular

A.1 Elliptical Trainer – ELLIPTICAL MX Endurance Premium LED WF incl. BM (E-ES-PLED-02 / MEP2574-02): 2 Stück

A.2 Recumbent Bike – RECUMBENT MX Endurance Premium LED WF incl. BM (R-ES-PLED / MRB0609-02): 2 Stück

A.3 Spinning Bike – Matrix Total Body Cycle TBCC-02 (TBCC-02 / MFC0094-00KM): 1 piece

A.4 Stepper / Climbmill (Generator) – CLIMBMILL MX Endurance Premium LED WF incl. BM (C-ES-PLED / MCS1297-02N): 1 piece

A.5 Treadmill – TREADMILL MX Endurance Premium LED WF incl. BM (T-ES-PLED-02 / MTM2165-02N): 2 Stück

A.6 Upright Bike – UPRIGHT MX Endurance Premium LED WF incl. BM (U-ES-PLED / MCB1069-02): 2 Stück

B. Kraftbereich – Free Weight

B.1 G1-FW161 MULTIPOWER BLACK (G1-FW161_9 / MFW0298-17): 1 piece

B.2 Matrix MG Olympic Flat Bench MG-A78 (A78-03 / MFW0502-571): 1 piece

B.3 Multi-Adjustable Bench – Low Profile MG-A82 (MG-A82 / MFW0507-39): 3 Stück

B.4 Matrix MG Back Extension Bench MG-A52 (MG-A52 / MFW0509-39): 1 piece

B.5 Matrix MG 10-Pair Saddle DB Rack MG-A510 (MG-A510 / MFW0513-39): 1 Stück

C. Strength training area – Multi-station

C.1 G3-MS53 Matrix Aura Seated Row (G3-MS53-02 / MMS0167-17): 1 piece

C.2 Matrix Aura Lat Pulldown NEW (G3-MS51-03 / MMS0171-17): 1 piece

C.3 Matrix Aura Triceps Pressdown NEW (G3-MS52-02 / MMS0172-17): 1 piece

C.4 G3 Matrix Aura Adjustable Pulley (G3-MS24-03 / MMS0179-34): 2 pieces

D. Kraftbereich – Plate Loaded

D.1 Matrix MG Glute Trainer (MG-PL78-03 / MPL0113-39): 1 piece

E. Power range – Selectorized (Versa / Ultra)

E.1 Matrix Versa Leg Press / Calf Press (VS-S70 / MGM0398-17): 1 piece

E.2 VS-13 Converging Chest Press Versa H (VS-S13H / MGM0423-17ES): 1 piece

E.3 VS-23 Converging Shoulder Press Versa H (VS-S23H / MGM0424-17ES): 1 Stück

E.4 VS-72 Seated Leg Curl Versa Heavy (VS-S72H / MGM0425-17ES): 1 Stück

E.5 VS-71 Leg Extension Versa H (VS-S71H / MGM0426-17ES): 1 piece

E.6 VS-42 Seated Triceps Press Versa H (VS-S42H / MGM0429-17ES): 1 piece

E.7 VS-34 Diverging Seated Row Versa H (VS-S34H / MGM0430-17ES): 1 Stück

E.8 VS-40 Biceps Curl Versa H (VS-S40H / MGM0431-17ES): 1 piece

E.9 VS-74 Hip Abductor/Adductor Versa H (VS-S74H / MGM0432-17ES): 1 piece

E.10 COMBO AB/LOW BACK (VS-S531H / MGM0604-70400ES): 1 piece

E.11 Matrix Ultra Rear Delt / Pec Fly V3 HB (G7-S22BH-03 / MGM0940-17): 1 Stück

F. Accessories

F.1 Multi-Station Connection KIT for G3MS40 (G3-MS40CK / MAS0868-70000): 1 Stück

F.2 Multi-Station Connection KIT for G3MS50 (G3-MS50CK / MAS0869-70000): 1 Stück

F.3 SL Virgin Rubber Grip Disc 1.25 kg black (ZLCZSL-DCRB-2361-B): 4 pieces

F.4 SL Virgin Rubber Grip Disc 2.5 kg black (ZLCZSL-DCRB-2362-B): 6 pieces

F.5 SL Virgin Rubber Grip Disc 5 kg black (ZLCZSL-DCRB-2363-B): 10 pieces

F.6 SL Virgin Rubber Grip Disc 10 kg black (ZLCZSL-DCRB-2364-B): 20 pieces

F.7 SL Virgin Rubber Grip Disc 15 kg black (ZLCZSL-DCRB-2365-B): 10 pieces

F.8 SL Virgin Rubber Grip Disc 20 kg black (ZLCZSL-DCRB-2366-B): 20 pieces

F.9 Kettlebell ZIVA Performance 4 kg (ZLCZSL-RBKB-4320-G / ziva-1250): 1 piece

F.10 Kettlebell ZIVA Performance 8 kg (ZLCZSL-RBKB-4322-G / ziva-1252): 1 piece

F.11 Kettlebell ZIVA Performance 12 kg (ZLCZSL-RBKB-4324-G / ziva-1254): 1 piece

F.12 ​​XP Competition Colored Rubber Bumper 10 (ZLCZXP-RBBP-7492): 2 pieces

F.13 XP Competition Colored Rubber Bumper 15 (ZLCZXP-RBBP-7493): 2 pieces

F.14 XP Competition Colored Rubber Bumper 20 (ZLCZXP-RBBP-7494): 2 pieces

F.15 Straight Parallel Bars with Grip (ZLFDAGA002): 1 Piece

F.16 Narrow Low-High Pulley (ZLFDAGA006): 1 Piece

F.17 Cuerda Tríceps (ZLFDAGA007): 1 piece

F.18 Estribo a una mano (ZLFDAGA008): 1 piece

F.19 Barra 2.20 m – 20 kg – 28 mm Plata (ZLFDBOC001): 2 pieces

F.20 Tope Barra Olímpica Crossfit (ZLFDBTO003): 4 pieces

F.21 ZIVA Performance Suspension Training Kit APUS-0921 (ZLZIVA-0248): 1 Piece

F.22 ZIVA Perform Suspension Training Anchor Kit (ZLZIVA-0249): 1 Piece

F.23 Perform. Soporte mancuernas 1–10 kg (ZFT-VS10-5136) (ZLZIVA-0309): 1 piece

G. Local Material

G.1 Ergonomic Triceps Rope (ZLFDAGA013): 2 Pieces

G.2 ZIVA Perform Mancuerna Red. B/W 1 kg (Pr) (ZLZIVA-0298-2WT): 1 piece

G.3 ZIVA Perform Mancuerna Red. B/W 2 kg (Pr) (ZLZIVA-0299-2WT): 1 piece

G.4 ZIVA Perform Mancuerna Red. B/W 3 kg (Pr) (ZLZIVA-0300-2WT): 1 piece

G.5 ZIVA Perform Mancuerna Red. B/W 4 kg (Pr) (ZLZIVA-0301-2WT): 1 piece

G.6 ZIVA Perform Mancuerna Red. B/W 5 kg (Pr) (ZLZIVA-0302-2WT): 1 piece

G.7 ZIVA Perform Mancuerna Red. B/W 6 kg (Pr) (ZLZIVA-0303-2WT): 1 piece

G.8 ZIVA Perform Mancuerna Red. B/W 7 kg (Pr) (ZLZIVA-0304-2WT): 1 piece

G.9 ZIVA Perform Mancuerna Red. B/W 8 kg (Pr) (ZLZIVA-0305-2WT): 1 piece

G.10 ​​ZIVA Perform Mancuerna Red. B/W 9 kg (Pr) (ZLZIVA-0306-2WT): 1 piece

G.11 ZIVA Perform Mancuerna Red. B/W 10 kg (Pr) (ZLZIVA-0307-2WT): 1 piece

G.12 Power Bag XP 5 kg (ZLZXP-SPPB-9471-BK / ziva-1614): 1 piece

G.13 Power Bag XP 10 kg (ZLZXP-SPPB-9473-BK / ziva-1616): 1 piece

G.14 Power Bag XP 15 kg (ZLZXP-SPPB-9475-BK / ziva-1618): 1 piece

3.2 Tim Ortner – Cross Tower (mandatory)

3.2.1 Liability

The Cross Tower is an integral part of the basic studio equipment and must be integrated.

3.2.2 Source of supply / Industry partner

Tim Ortner
Calle El Salvador 30/4
03189 Orihuela Costa, Spain

3.2.3 Duty to deploy / Operation

The customer is obligated to keep the Cross Tower in working order. Replacement/alternatives are only permitted with the supplier's consent.

3.3 Fitness Nation I GmbH – System hardware & system media (mandatory)

3.3.1 Liability

The use of both the smart Gym application as per the main contract and the hardware and media services described below is mandatory.

3.3.2 Mandatory Hardware (per status location)

The customer undertakes to procure and operate at least the following components, unless a different minimum quantity has been expressly agreed for the location:

• fitness nation | Bodycheck (List price: EUR 7,999.00 net / unit)
• Fitness Nation | TV Sticks (2 pieces) (List price: EUR 149.00 net / piece)
• fitness nation | access Box (List price: EUR 699.00 net / piece)

3.3.3 Mandatory media services / Operational obligation

The customer undertakes to operate the following media services at the location:

• Fitness Nation | TV (broadcast on at least two (2) TV sets)
• fitness nation | music (royalty-free background music)

3.3.4 Partner Discount

The customer receives a system partner discount of 15% on the hardware components mentioned in section 3.3.2, provided that and to the extent that this discount is shown to the customer in the respective offer/order process.

3.3.5 Source of supply / supplier

Fitness Nation I GmbH
Bergstraße 18
59394 Nordkirchen, Germany

3.4 VIJO Plan GmbH – Floor coverings (mandatory)

3.4.1 Commitment

As part of the studio equipment, the floor coverings specified by the supplier, including rubber flooring, must be purchased and installed in accordance with the system.

3.4.2 Source of supply / Industry partner

VIJO Plan GmbH
Kirchhellener Allee 100
46282 Dorsten, Germany

3.4.3 Installation/Appearance Standard

The customer undertakes to implement the floor coverings according to the specifications provided by the supplier (color scheme, transitions, zones, material thickness, slip resistance, maintenance concept) and to keep them permanently in a well-maintained condition.

4. Documentation, audit and acceptance obligations

4.1 Evidence

The customer shall, upon request, provide evidence of the procurement, installation and operation of the minimum equipment, in particular by:

Invoices/delivery notes,

Serial number list,

Photo/Video documentation,

System screenshots (TV/music/access/application status),

Installation/configuration documentation.

4.2 Acceptance

The provider is entitled to conduct the system acceptance test digitally or on-site. Until successful acceptance, the provider may block the use of the operator's rights/branding.

4.3 Continuous operational obligation

The customer is obligated to keep all mandatory components permanently operational. Any failures must be rectified immediately.

5. Sanctions for violations

5.1 System violation

A culpable violation of this system constitutes a significant system violation.

5.2 Rights of the provider

The provider is entitled, after issuing a warning and setting a deadline (except in cases of imminent danger):

to block operator rights/branding,

To refuse or revoke acceptances,

to claim contractual penalties under the main contract,

to terminate the contract for good cause.

6. Final Provisions

6.1 This agreement applies to the respective location of the customer for whom the operator right “fitness nation I smart Gym” is claimed.

6.2 In case of doubt, the main contract takes precedence; this annex specifies the system standards and procurement obligations.

Hardware-GTC

Fitness Nation GmbH (B2B)

1. Scope, subject matter of the contract, definitions

1.1 Scope

These General Terms and Conditions (“Hardware Terms and Conditions”) apply to all contracts between Fitness Nation GmbH (“Provider”) and entrepreneurs within the meaning of § 14 BGB (“Partner”) for the purchase, delivery, rental, leasing, subscription, provision, installation, configuration, maintenance, exchange, onsite service and other services relating to hardware, devices, accessories and goods (collectively “Products”).

Any differing, conflicting or supplementary terms and conditions of the partner shall not become part of the contract unless the provider expressly agrees to their validity in written form .

1.2 Ranking of contract components (document ranking)

In case of disputes, the following order of precedence applies:

1. Individual agreements (e.g., offer, order form, order confirmation, individual contract, possibly framework agreement)

2. Product description / specification (e.g. data sheets, performance/functional description, documentation, configuration description)

3. These hardware terms and conditions

4. Other attachments/process documents (e.g., support and service processes), unless explicitly ranked higher in 1)–2).

1.3 Text form

“Text form” means text form as defined in § 126b BGB (e.g. email, ticket, PDF).

1.4 Terms

a) “Remote-first” means: Support and service are generally provided remotely (chat, ticket, telephone, remote support, video consultation); on-site visits only take place if technically necessary or expressly agreed.

b) “Plug & Play exchange” means: In the event of hardware defects, replacement is always carried out instead of repair ; installation/connection/activation is regularly carried out by the partner/end customer or their Local Technical Contact (LTC) according to instructions.

c) “Onsite Service” means on-site technical service (e.g. special installations, setup/integration, acceptance testing), which is only carried out in exceptional cases.

d) “LTC” (Local Technical Contact) is the local technical contact person (“Hands & Eyes”) designated by the end customer/partner, who enables simple measures and plug-and-play replacement according to instructions.

e) “Distribution” may refer to the distribution/partner channel used by the provider to provide Level 0 Customer Care (if contractually agreed).

2. Conclusion of contract, order, scope of delivery

2.1 Offer and Acceptance

Offers from the provider are non-binding unless expressly designated as binding. A contract is concluded through:

a) Order confirmation from the provider or

b) Delivery/handover of the products or

c) Provision/handover or activation within the framework of a rental/leasing/subscription model.

2.2 Product description / specification, technical development

A product description only becomes part of the contract if it is explicitly referenced or attached in the offer/order form.

The provider may technically develop products further, provided that functionality and the purpose of the contract are not significantly impaired and the change is reasonable for the partner.

3. Prices, terms of payment, default

3.1 Prices

The prices stated in the offer/order form apply. All prices are net, excluding statutory VAT, packaging, shipping, and any applicable customs duties/import taxes and incidental costs.

3.2 Payment terms

Invoices are due within 14 days of the invoice date without deduction, unless otherwise agreed. For subscriptions/rentals/leasing, the agreed payment cycles apply (e.g., monthly in advance).

3.3 Payment default

In case of default, the provider may demand default interest at the statutory rate; other rights remain unaffected. In case of late payment, the provider may suspend further deliveries/services and – in the case of ongoing contracts – terminate the contract without notice in accordance with clause 10.

4. Delivery, transfer of risk, partial deliveries, delay in delivery

4.1 Delivery

Delivery dates are only binding if they have been expressly agreed upon as binding.

4.2 Transfer of Risk

In the case of mail delivery, the risk passes to the partner upon handover to the transport service provider.

4.3 Partial deliveries

Partial deliveries are permitted, provided they are reasonable.

4.4 Delivery delay

In the event of a delivery delay, the partner may only withdraw from the contract after granting a reasonable grace period. Damages for delay are limited according to clause 11.

5. Retention of title (purchase)

5.1 Retention of title

The goods remain the property of the provider until all claims arising from the business relationship have been paid in full.

5.2 Resale, processing, assignment

The partner may resell the goods in the ordinary course of business; any claims arising from such resale are hereby assigned to the provider. The provider accepts this assignment.

6. Miet-/Leasing-/Subscription-Modelle (Hardware)

6.1 Transfer/Use

With rental/leasing/subscription, the partner receives the right to use the hardware in accordance with the contract for the duration of the agreement. Ownership remains with the provider or its financing/leasing partner.

6.2 Returns

Unless otherwise agreed, the hardware must be returned in working order within 14 days of contract termination. Normal wear and tear is permitted; the partner is responsible for any damage exceeding normal wear and tear.

6.3 Change of status location/transfer

Change of status, transfer, subletting only with prior written consent.

7. Installation, Setup/Onboarding, Support- & Serviceprozess

7.1 Installation/Configuration

If agreed upon, installation/configuration will be carried out according to the provider's specifications. The partner will ensure necessary cooperation (e.g., electricity, internet, access, contact person, access, environment).

7.2 Digital Graduation & Onboarding/Setup (Principle)

After contract signing, provisioning and onboarding are generally carried out digitally/automatically . If a setup process is required, it is generally done via self-service (e.g., through a setup path/“walk-in box”) supported by chat assistance; queries are recorded in a structured manner in the ticketing system.

7.3 Commercial documents

Manual creation of offers/order confirmations/invoices only occurs – if at all – in justified individual cases and does not affect the principle of digital closing and onboarding logic.

7.4 Support Channels & Ticket Obligation

Unless otherwise agreed, support/service requests and defect reports must be submitted exclusively via the channels provided by the provider (in particular chat including chat assistance and the ticketing system ). The ticketing system serves for the structured recording, documentation, tracking, and direct processing by the provider (levels 1–3).

7.5 Support-Level & Rollenmodell (Level 0–3)

a) Level 0 (Customer Care & Success / Front Office) : if contractually agreed, the distribution department handles the initial acceptance of general inquiries (e.g. status/info/appointment/contract) and pre-qualification; no technical intervention/no error analysis .

b) Level 1–3 (technical support) : technical diagnostics, analysis, remote/video support, integrations/escalations are carried out by the provider directly in the ticketing system with the end customer/partner.

c) Chat assistant : provides support with status inquiries and preliminary clarification; can automatically create tickets if the issue cannot be resolved completely.

7.6 Local Technical Contact (LTC) – Pflicht des Partners

For the operation of the hardware, the partner must ensure that an LTC ( Local Technology Center) is designated for each deployment location. This LTC is responsible for performing simple on-site tasks according to instructions (e.g., restarting, checking connections), providing photos/videos, and performing plug-and-play replacements. The LTC is not an agent of the provider.

7.7 Optional Onboarding Conclusion Video Call

If offered and booked, a final video call can take place in which the provider checks the setup/basic configuration and clarifies any technical questions.

8. Warranty and rights in case of defects (purchase/delivery)

8.1 Duty to inspect and give notice of defects (§ 377 HGB)

The partner must inspect the goods immediately upon receipt and report any recognizable defects immediately, at the latest within 7 days, in written form (ticket sufficient); otherwise the goods are considered approved.

8.2 Subsequent performance

In the event of a justified complaint, the provider will, at its discretion, either rectify the defect or provide a replacement.

8.3 Withdrawal/Reduction

If subsequent performance fails or is unreasonable, the partner may reduce the price or withdraw from the contract. Damages are payable according to clause 11.

9. Hardware service process: Remote-first, exchange, on-site service, cost bearing

9.1 Principle: Remote-first & replacement instead of repair

The provider consistently follows the remote-first principle. If a hardware problem cannot be resolved despite remote and video consultation, a plug-and-play exchange or, in exceptional cases, on-site service is provided, depending on the necessity . On-site repairs are not the norm.

9.2 Plug-and-Play Replacement: Implementation

Installation, connection, and activation are typically carried out by the partner/end customer or the LTC according to instructions. Support services from distributors/providers are only provided by individual agreement.

9.3 Replacement within the warranty period (confirmed warranty claim)

a) A replacement device will only be provided if a confirmed warranty claim exists (material/manufacturing defect within the warranty period and replacement is technically necessary).

b) Replacement device may be new, like new or refurbished; functionally equivalent.

c) Shipping cost rule (mandatory): In the event of a warranty claim, the partner/end customer shall bear the shipping costs for (i) shipping the replacement device to the end customer and (ii) returning the defective device to the provider.

d) Plug-&-Play replacement is carried out by LTC/end customer.

9.4 Onsite service in case of warranty (only if absolutely necessary)

a) The provider will cover the cost of replacement parts in the event of a confirmed warranty claim.

b) Travel/deployment costs for on-site service are borne by the partner/end customer.

c) Technicians are generally organized/provided by the distribution (provided resources are available) or by the provider/service partner.

9.5 Service outside of warranty (not a warranty case)

Outside of the warranty period, replacements, repairs/exchanges, on-site service, and all related services are subject to charges . The partner/end customer is specifically responsible for: spare parts/replacement devices, service/processing costs, shipping costs, and travel/on-site service costs.

9.6 Coordination

Remote support will continue to be provided on a remote-first basis. Exchange/onsite service will be coordinated by the provider or service partner; service provision via distribution will only occur by separate agreement.

10. Maintenance, updates, documentation changes

If maintenance, replacement, or service levels are agreed upon, the scope is defined in the contract/product description. The provider may update documentation/technical information if operationally necessary or reasonable.

11. Contract duration, renewal, termination

11.1 Runtime

The contract term is determined by the individual agreement. For rental/leasing/subscription models, the minimum term is 12 months unless otherwise agreed.

11.2 Extension

Unless notice of termination is given in writing at least 3 months before the end of the term, the contract will be extended by a further 12 months.

11.3 Termination for cause

The right to extraordinary termination remains unaffected. A particularly important reason exists if...

a) the partner is in arrears with payments for more than 30 days or

b) the partner breaches essential obligations and fails to remedy the situation within a reasonable period despite a warning or

c) insolvency proceedings are applied for/opened.

12. Liability

12.1 Unlimited Liability

Unlimited liability in cases of intent, gross negligence, injury to life/body/health, and under the Product Liability Act.

12.2 Cardinal duties

In the case of slightly negligent breach of essential contractual obligations, liability is limited to the typical, foreseeable damage.

12.3 Exclusion

Furthermore, liability is excluded, in particular for indirect damages, consequential damages, lost profits, production losses, data loss, unless otherwise stipulated in 12.1/12.2.

12.4 Liability Limit (Cap)

Unless otherwise specified:

a) Purchase/delivery: maximum net purchase price of the product in question,

b) Rent/Leasing/Subscription: maximum the net fees paid in the last 12 months before the damage occurred, up to a maximum of EUR 50,000.

12.5 Contributory negligence

Contributory negligence (e.g., lack of data backup, improper use, lack of maintenance, lack of LTC/lack of cooperation) must be taken into account appropriately.

13. Force Majeure

Neither party shall be liable for delays/non-performance due to force majeure (e.g. natural disasters, war, pandemic, strike, government measures, telecommunications network outages), unless attributable to the party.

14. Data protection, data processing, confidentiality

14.1 Data protection

Compliance with applicable data protection laws, in particular GDPR. Details can be found in the provider's privacy policy.

14.2 Data Processing (AVV)

Insofar as the provider processes personal data on behalf of the client, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR before commencement; provision in text form.

14.3 Confidentiality

Confidential information must be treated confidentially and used only for the execution of the contract; this obligation remains in effect even after the contract has ended.

15. Changes to these Hardware Terms and Conditions

15.1 Right to amend

The provider may amend these hardware terms and conditions to the extent necessary for legal/technical/economic reasons and reasonable for the partner.

15.2 Announcement & Contrary

Notification must be given in writing at least 6 weeks before the effective date. No objection within 6 weeks = consent.

15.3 Special right of termination

If the partner objects within the specified period, the provider can terminate the contract with due notice at the time of the change; in the case of significant and unreasonable changes, the partner has a special right of termination at the time of the change.

16. Final Provisions

16.1 Assignment

Partner: Assignment only with the provider's written consent. The provider may assign claims/rights to affiliated companies and financing/leasing partners.

16.2 Set-off/Right of Retention

Set-off is only permitted with undisputed or legally established claims. Rights of retention are only permitted arising from the same contractual relationship.

16.3 Place of jurisdiction

The place of jurisdiction is – insofar as permissible – the registered office of the provider.

16.4 Applicable Law

Law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.5 Severability Clause

The invalidity of individual provisions does not affect the remaining provisions; a replacement provision with the closest economic purpose may be found.

Warranty and Guarantee Plus

Fitness Nation GmbH (B2B)

1) Scope & Definitions

1. This regulation applies exclusively to B2B customers (entrepreneurs within the meaning of § 14 BGB).

2. It regulates the procedure and cost allocation in hardware cases for
   a) warranty (12 months from handover) and – if booked –
   b) Guarantee Plus (after expiry of the warranty for the agreed term ).

3. Remote-first: fitness nation generally handles hardware cases first via remote and/or video consultation .

4. LTC (Local Technical Contact): Installation, connection and activation are generally carried out by the customer or the LTC designated by the customer, unless otherwise agreed.

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2) Basic process: Remote-first → Escalation

1. Fitness Nation conducts an initial technical diagnosis remotely (possibly including video).

2. If remote/video consultation is insufficient, depending on the diagnosis, the process will be escalated to one of the following types of service:

   • (1) Remote work (remote/video consulting)

   • (2) Replacement device (plug & play)

   • (3) Remote spare part (spare part shipping + video instructions)

   • (4) On-site service

Decision on the type of service. Fitness nation determines, at its own discretion based on the technical diagnosis, whether a hardware issue is handled via remote/video consultation, remote spare parts supply, plug-and-play exchange, or on-site service. If several measures are technically suitable, fitness nation may choose the most economically appropriate one.

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3) Model A – Warranty (12 months)

3.1 Prerequisites (confirmed warranty claim)

A confirmed warranty claim exists if a material or manufacturing defect exists within the warranty period and fitness nation determines, after examination, that a measure according to section 2 is required.

3.2 Services in the event of a warranty claim

1. Remote work: Remote and video consultation for diagnosis and guidance is the first measure (remote-first).

2. Replacement device (plug & play): If technically necessary, Fitness Nation will provide a functionally equivalent replacement device (new/like new/refurbished). The exchange is plug & play and is performed by the customer/LTC.

3. Remote replacement part: If technically suitable, fitness nation will send a replacement part and guide the installation via video call (installation by customer/LTC).

4. On-site service: On-site service is only provided if technically necessary and remote/plug & play is insufficient.

Warranty costs: The allocation of costs under the warranty is governed by the main contract or the respective agreement. (If you require fixed rules for this, they can be added here as a separate paragraph.)

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4) Model B – Warranty Plus (12 months warranty + subsequent term)

Definition. Warranty Plus means:

• 12-month warranty according to section 3 and

• After the warranty period has expired, the following extended warranty rules apply for the agreed term (sections 4.1–4.5).

4.1 Remote work (included)

Remote and video consultation for diagnosis and guidance is included (remote-first).

4.2 Replacement device (Plug & Play) – Device included, shipping paid by customer

1. If a replacement is technically necessary, fitness nation will provide a functionally equivalent replacement device (new/as new/refurbished).

2. The replacement is done plug and play by the customer/LTC.

3. Costs: The customer bears the shipping costs for
   a) the shipment of the replacement device to the customer and
   b) the return shipment of the defective device to fitness nation.

Return period for replacement device. The defective device must be returned to fitness nation no later than 14 calendar days after receiving the replacement device (RMA process). If the device is not returned within this period, fitness nation may subsequently charge for the provision of the replacement device at the applicable device price or suspend further support services until the device is returned.

4.3 Remote spare part service – Customer pays for spare part & shipping, video call included

1. If the fault can be rectified by replacing a part and installation by the customer/LTC is reasonable, fitness nation will send the replacement part.

2. Fitness Nation provides installation instructions via video call; installation is carried out by the customer/LTC.

3. Costs: The customer bears the cost of spare parts and shipping . Video instructions/remote support are included .

4.4 On-site service – Customer pays for travel and spare part, technician visits free of charge

1. If an on-site visit is technically necessary, fitness nation will organize a technician (distribution or service partner).

2. Costs: The customer bears travel/deployment costs as well as spare parts costs .

3. Technician service (working time): The working time/technician service is free of charge .

4.5 No fault found / customer-caused (No Fault Found)

If the inspection reveals that (i) no reproducible fault exists ("No Fault Found") or (ii) the cause lies outside of fitness nation's responsibility (e.g., incorrect operation, improper installation, power surge, third-party hardware, environmental influences), the incurred expenses will be billed as a chargeable service. This includes, in particular, inspection/processing costs, shipping costs, and, if applicable, spare parts and on-site services in accordance with the applicable service terms and conditions.

Terms of Use for the App and Portal

Platform: [PLATFORMNAME] (App and Web)

Status: [TT.MM.JJJJ] • Version: [vX.Y]

1 provider, scope

1.1 These Terms of Use govern the contractual relationship between you as a user and [OPERATOR] , [ADDRESS] , [COUNTRY] (hereinafter “ Operator ”, “we”) regarding the use of the platform [PLATTFORMNAME] (App and Web) including the software and functions provided (collectively “ Platform ”).

1.2 Insofar as services, content or offers of third parties (e.g. studios/locations/partners) are presented or made accessible on the platform , a contract for these services is concluded exclusively between you and the respective third party, unless expressly stated otherwise.

1.3 These terms of use are directed at consumers, unless the platform expressly provides for use by entrepreneurs.

2 Supplementary documents, ranking

2.1 These terms of use are supplemented by:

a) United/SSO terms and conditions , insofar as you use SSO features,

b) Community guidelines , insofar as you use community features,

c) Terms and conditions for promotions , insofar as you participate in promotions.

2.2 In case of conflict, the following order of precedence applies, in each case only for the affected regulatory area:

(1) Terms of Participation, (2) United/SSO Terms, (3) Community Guidelines, (4) these Terms of Use.

3 terms

3.1 User account : your personal account on the platform (e.g. email/password or other authentication).

3.2 Content : all data, texts, images, videos, profile entries, comments, links, etc.

3.3 Third parties/partners : legally independent providers who provide their own services.

4. Registration, conclusion of contract, guest access

4.1 A user account is required for certain functions. Limited guest access may be offered.

4.2 Upon completion of registration (or upon commencement of use as a guest, if offered) the user agreement is concluded in accordance with these terms and conditions.

4.3 You provide truthful information during registration, do not use third-party data, and keep your information up to date.

4.4 We may require verification (e.g., email confirmation).

4.5 We may refuse registrations if there are objective reasons (e.g., suspicion of misuse, security risks, legal violations).

5 Services, Availability, Further Development

5.1 We provide the platform with the available functions. The range of functions may vary depending on the version, region, or device.

5.2 Continuous availability is not guaranteed. Maintenance, security updates, capacity limits, malfunctions, or events beyond our control may lead to limitations.

5.3 We may further develop the platform and change, add or discontinue features, provided this is reasonable for you and does not unreasonably affect the core purpose of the platform.

6 User obligations, security

6.1 You use the platform only within the framework of the law and these terms and conditions.

6.2 The following are specifically prohibited:

a) Circumvention/manipulation of security mechanisms,

b) automated access, scraping or attacks (e.g. bots), unless expressly permitted,

c) Injection of malware,

d) Spam/mass actions that disrupt operations.

6.3 Access data is personal, must be kept secret and protected from access by third parties. If you suspect misuse, inform us immediately.

7 User-generated content: Responsibility, rights, removal

7.1 You are solely responsible for the content you post. You ensure that your content is lawful and does not infringe any third-party rights (e.g., copyright, trademark, personality, or data protection rights).

7.2 We do not adopt user-generated content as our own and assume no responsibility for its accuracy.

7.3 You grant us a simple, non-exclusive, royalty-free right to use your content, limited to the term of the user agreement, insofar as this is necessary for operation, display, storage, public accessibility and technically required processing (e.g. formatting, compression, thumbnails).

7.4 We may remove or block content if there is evidence of legal violations, breaches of rules, or risks.

8 Reporting, Blocking, Moderation

8.1 You can report content or users via the functions provided in the platform or via [CONTACT] .

8.2 We review reports and may take appropriate action (e.g., removal/blocking of content, restriction of functions, account suspension). There is no entitlement to a specific action.

8.3 Where available, you can block other users.

9. Blocking, termination, term

9.1 The user agreement is valid indefinitely. You can terminate it at any time (e.g., account deletion/deactivation, if offered).

9.2 We may terminate the contract with reasonable notice. The right to terminate without notice for good cause remains unaffected.

9.3 In case of violations of these terms, community guidelines or applicable law, we may remove content, restrict features or temporarily or permanently suspend accounts.

10 Liability

10.1 We are liable without limitation in cases of intent and gross negligence, in cases of injury to life, body or health, and in accordance with mandatory legal provisions.

10.2 In cases of simple negligence, we are only liable for breaches of essential contractual obligations; liability is limited to typical, foreseeable damages.

10.3 Furthermore, our liability is excluded to the extent permitted by law.

10.4 We assume no responsibility for services, content or systems of third parties; the respective third party is responsible for these, unless expressly stated otherwise.

11 Data protection

Information on the processing of personal data can be found in the privacy policy at [LINK_DATENSCHUTZ] .

12. Changes to these Terms of Use

12.1 We may change these terms and conditions for objective reasons (e.g. legal changes, security, further development).

12.2 We will inform you in good time. Where necessary, we will obtain your consent (e.g., during your next use). For changes that do not require consent, a reasonable objection period applies; we will inform you of the deadline and its consequences.

12.3 If you object to changes, we may terminate the user agreement if continuation without the amended conditions is technically, legally or in terms of security not possible or reasonable.

13 Final Provisions

13.1 The law of [LAND] shall apply , excluding the UN Convention on Contracts for the International Sale of Goods, unless mandatory consumer protection regulations provide otherwise.

13.2 Should individual provisions be invalid, the remainder of the contract shall remain in effect.

fitness nation I United/SSO-Bedingungen (Single Sign-On)

fitness nation I United/SSO-Bedingungen (Single Sign-On)

Dienst: [SSO_NAME] (z. B. „United“)

Status: [TT.MM.JJJJ] • Version: [vX.Y]

1 Scope and relationship to the platform

1.1 These terms and conditions govern the use of the Single Sign-On service [SSO_NAME] (“ SSO Service ”) between you and [OPERATOR] (“we”).

1.2 The SSO service allows you to log in with a user account to the platform and to participating, legally independent third-party providers, provided they technically support the SSO service.

1.3 These terms and conditions supplement the app/platform terms of use. In case of conflict, these SSO terms and conditions shall prevail for SSO-related matters.

2 terms

2.1 SSO account : your user account with which you authenticate via the SSO service.

2.2 Participating providers : legally independent third parties (e.g. studios/status locations/partners) that support the SSO service.

2.3 Participating Systems : Apps/Websites/Systems of the participating providers.

3 Services of the SSO service

3.1 Central registration. After a one-time registration, you can log in to the platform and participating systems with the same login details, provided they support the SSO service.

3.2 Authorization check. Participating systems may technically query during registration whether authorization managed by the respective provider exists (e.g., active status) in order to grant or deny you access.

3.3 Sessions/“Stay logged in”. “Stay logged in” applies only within the platform session and to the extent technically supported. Additional login steps or confirmations may be required in participating systems. A single logout from all participating systems is not always technically possible.

3.4 Costs. The SSO service is generally free of charge.

4. Registration, Security

4.1 You provide accurate information, do not use third-party data, and keep your login details secret.

4.2 If you suspect account takeover/abuse, inform us immediately and use available security features (e.g., password change).

5 Data transmission and linking

5.1 Data minimization during registration. During registration, participating systems generally receive (i) confirmation of successful authentication and (ii) a technical identifier for assignment within the respective system.

5.2 No automatic data sharing across locations/providers. Further data (e.g., profile, training, health, or membership data) is not transmitted solely through SSO login.

5.3 Linking/Consent. Further transmission or processing will only take place if it is necessary for a specific offer and you establish a link and/or – if necessary – consent.

5.4 Independent responsibility. The respective provider is generally responsible for data processing in the systems of participating providers.

6. Unauthorized use, blocking

6.1 In particular, circumvention of security mechanisms, unauthorized use of third-party accounts and automated attacks are prohibited.

6.2 We may temporarily or permanently block SSO access if there are legitimate reasons (e.g., misuse, security incident, legal violations). We may require security measures (e.g., password reset).

7 Liability, distinction from providers

7.1 The liability rules of the app/platform terms of use apply.

7.2 We are not contractual partners of the services of participating providers and do not act as their representatives, unless this is expressly stated in individual cases.

7.3 We assume no responsibility for disruptions, content or performance deficiencies of participating providers/systems.

8 Termination

8.1 You can terminate the use of the SSO service at any time by terminating your user account or by no longer using SSO functions, insofar as technically possible.

8.2 The termination of the SSO service does not affect contracts with participating providers.

8.3 Terminating an account does not automatically lead to the deletion of accounts/data with participating providers.

9 changes

Changes to these SSO terms are governed by the amendment rules of the app/platform terms of service.

Community Guidelines

Platform: [PLATFORM NAME]

Status: [TT.MM.JJJJ] • Version: [vX.Y]

1 Purpose and Validity

1.1 These Community Guidelines govern behavior and content in community features of the platform (e.g. profiles, posts, comments, media uploads, messages, reactions).

1.2 They supplement the app/platform terms of use. Violations may result in measures up to and including account suspension.

2 principles

2.1 Respectful interaction.

2.2 No breach of law, no infringements of rights.

2.3 Protection of the privacy and safety of others.

3. Unacceptable content and behaviors (non-exhaustive list)

3.1 Hate, discrimination, extremist content, threats of violence or glorification of violence.

3.2 Harassment, bullying, stalking, threats, targeted defamation.

3.3 Sexually explicit or pornographic content; content that endangers minors.

3.4 Illegal activities or their promotion (e.g. illegal drug trafficking; impermissible weapons/ammunition contents).

3.5 Fraud, deception, spam, scams, manipulative practices (e.g. artificial votes, bot activity).

3.6 Publication of personal data of third parties without authorization (e.g. addresses, telephone numbers, private documents) and doxing.

3.7 Infringement of copyright, trademark or personality rights (e.g. using images/videos of others without rights).

3.8 Content that incites or glorifies self-harm or dangerous behavior.

4. Responsibility for content

4.1 You are responsible for your content and ensure that you have all necessary rights and consents (e.g., from depicted persons).

4.2 Content must be truthful insofar as it contains factual statements and must not be intended to mislead.

5. Report and Block

5.1 You can report content or users via the reporting functions or via [CONTACT] .

5.2 Where available, you can block users.

6 Moderation and measures

6.1 We may remove/block content, restrict reach, limit features, issue warnings or suspend accounts (temporarily/permanently).

6.2 Measures are determined by type, severity, frequency and context.

6.3 In cases of imminent danger or serious violations, measures may be taken without prior notice.

7. Appeal (challenging decisions)

7.1 If you disagree with a moderation decision, you can request a review via [CONTACT] . We will review it and share the result with you.

Terms and Conditions | Smart Coaching via App

AI Terms of Use (“AI Terms and Conditions”) of Fitness Nation GmbH – Smart Coaching (Nutrition, Training, Balance)

Status: V1.0 - January 2026

1. Provider, Scope of Application

1. The provider of the AI ​​functions is Fitness Nation GmbH , Bergstr. 18, 59394 Nordkirchen, Germany (“Provider”).
   
   

2. These AI terms and conditions govern the use of the AI-based coaching functions ("Smart Coaching") via the provider's app .
   
   

3. The general terms of use of the app [Link/Name] also apply . In case of conflict, these AI terms and conditions for AI functions take precedence.
   
   
   

2. Subject of the contract

1. Smart Coaching provides AI-supported content, suggestions and structural aids for nutrition , training and balance/everyday life (e.g. routines, planning suggestions, motivation, explanations, reflection questions).
   
   

2. The content is automatically generated by AI and is not individually reviewed by medical professionals.
   
   
   

3. Important note: This is not a substitute for medical advice.

1. Smart Coaching is not a medical, therapy or healing treatment offer and does not replace a medical diagnosis or treatment.
   
   

2. In case of illness, discomfort, pregnancy, medication use, eating disorders, cardiovascular problems or other risks, recommendations should be critically reviewed before implementation and medical advice should be sought if necessary.
   
   

3. In case of acute symptoms or emergencies, medical help should be sought immediately via the usual emergency numbers.
   
   
   

4. Terms of Use, Nickname Requirement, Prohibition of Identifying Information

1. Users in Smart Coaching are not permitted to enter any data that allows for direct identification. Only a nickname may be used.
   
   

2. In particular, the following information must not be entered: first and last name, address, exact location data, telephone number, email address, ID/customer numbers, payment details, names of third parties or other unique identifiers.
   
   

3. The provider may technically block, shorten or remove content to the extent necessary to comply with these rules, for security or legal compliance.
   
   
   

5. Entries, special categories of personal data

1. Users are responsible for deciding what content they enter. Users should not upload documents/screenshots that contain personal data (e.g., medical reports with names/addresses).
   
   

2. Insofar as users enter health data (e.g., weight, complaints, diagnoses), this may constitute special categories of personal data within the meaning of Art. 9 GDPR; details are governed by the data protection regulations.
   
   
   

6. AI specifics: Limits, quality, responsibility

1. AI systems can produce incomplete, misleading, or erroneous results. Users are responsible for independently reviewing suggestions before implementation.
   
   

2. The provider does not guarantee any specific outcome (e.g., weight loss, performance improvement, stress reduction).
   
   
   

7. Contract duration, presale, renewal, termination

1. Smart Coaching is offered as a presale contract with a term of 1 month , 2 months or 6 months at the prices displayed at the time of conclusion.
   
   

2. Automatic renewal: The presale is automatically extended for the originally selected term unless cancelled at least 3 days before the end of the term .
   
   

3. No probationary period.
   
   

4. Cancellations are possible via [in-app cancellation method / account area / email address] . The decisive factor is the timely receipt of the cancellation notice.
   
   
   

8. Right of withdrawal (consumer)

1. Consumers have a statutory right of withdrawal. The cancellation policy and the model cancellation form can be found at [Link] .
   
   

2. Premature expiry of the right of withdrawal for digital content/services:
   
   If the user requests that the provider begin performance before the end of the withdrawal period (e.g., by activating/starting the app service ) and the user simultaneously confirms that they thereby lose their right of withdrawal, the right of withdrawal expires upon commencement of performance.
   
   (Important: To ensure legal compliance, you need a clear checkbox and confirmation in the app in accordance with Section 356 Paragraph 5 of the German Civil Code (BGB).)
   
   
   

9. Availability, changes, updates

1. The provider strives for high availability, but does not guarantee uninterrupted use.
   
   

2. The provider may further develop, change or adapt functions, provided that this is reasonable for the user and that essential service components are not unreasonably eliminated.
   
   
   

10. Unauthorized use

Specifically prohibited are illegal content, hate speech/threats, glorification of violence, dangerous instructions for action, circumvention of protection mechanisms, and the entry of third-party data without authorization.

11. Liability

1. Unlimited liability in cases of intent, gross negligence, injury to life, body or health, and under mandatory law.
   
   

2. In cases of slight negligence, the provider is only liable for breaches of essential contractual obligations and only to the extent of the foreseeable damage typical for this type of contract.
   
   

3. No liability is accepted for damages resulting from the implementation of AI suggestions without independent review or in the event of disregard for warning notices.
   
   
   

12. Jurisdiction, Applicable Law, Final Provisions

1. German law applies.
   
   

2. The place of jurisdiction, insofar as permissible, is Coesfeld .
   
   

3. Should individual clauses be invalid, the remainder of the contract shall remain valid.

Terms and conditions for participation in promotions/contests/challenges

Platform: [PLATFORM NAME]

Status: [TT.MM.JJJJ] • Version: [vX.Y]

1. Organizer, validity

1.1 The organizer of the respective promotion is the organizer named in the promotion description ( “Organizer” ).

1.2 These terms and conditions of participation apply in addition to the app/platform terms of use and community guidelines.

1.3 Any differing or additional regulations will be found in the respective promotion description (e.g., procedure, deadlines, prizes, selection mechanism).

2 Eligibility

2.1 Natural persons acting as consumers and who are at least 18 years old are eligible to participate, unless the promotion description contains a different provision.

2.2 The organizer may exclude participants if there are objective reasons (e.g. rule violations, manipulation).

3. Participation, procedure, manipulation

3.1 Participation is exclusively via the participation methods specified on the platform.

3.2 Manipulations are prohibited, in particular multiple accounts, bot/script use, vote buying or improper influencing of ratings.

3.3 Contributions may be excluded or removed if they violate rules, third-party rights, or applicable law.

4. Rights to contributions, publication

4.1 Participants grant the organizer a simple, non-exclusive, royalty-free right of use to submitted content, limited to the duration of the campaign plus appropriate follow-up reporting, insofar as this is necessary for the execution, presentation, documentation and communication of the campaign (including storage, reproduction, public access and technically necessary processing).

4.2 Where provided for in the campaign description, selected entries may be published within the platform and on the organizer's communication channels (e.g., website, app, social media). There is no entitlement to publication at a specific time.

4.3 Participants assure that they have the necessary rights and that any persons depicted have given their consent, where required.

5 wins, notification

5.1 The type, scope and conditions of prizes are set out in the promotion description.

5.2 Winners will be notified via the contact methods provided on the platform. If a winner does not respond within the timeframe specified in the promotion description, the prize may be forfeited and a substitute winner selected.

6. Cancellation/Modification

6.1 The organizer may adjust, suspend or terminate the event for objective reasons if its proper execution is not possible or reasonable for technical, legal or organizational reasons.

7 Data protection

7.1 Personal data will be processed for the purpose of carrying out the promotion (e.g., notifying winners, shipping), insofar as this is necessary. Otherwise, the organizer's privacy policy applies.

8 Legal recourse, final provisions

8.1 Legal recourse is excluded to the extent permitted by law.

8.2 Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.

8.3 The law of the organizer's country of domicile shall apply, unless mandatory consumer protection regulations provide otherwise.

---

This is what the placeholders look like that you need to replace once:

• [OPERATOR] = “Fitness Nation GmbH” (or other customer)
  
  

• [ADDRESS] = “Bergstraße 18, 59394 Nordkirchen”
  
  

• [PLATTFORMNAME] = “fitness nation I”
  
  

• [SSO_NAME] = „fitness nation I united“
  
  

• [CONTACT] = “support@[domain]” or in-app contact form
  
  

• [LINK_DATA PROTECTION] = URL to the privacy policy
  
  

• [LAND] = “Germany” (or the country where the respective operator is based)
  
  
  

If you give me the final values ​​(operator name, address, support contact, privacy link, platform name, SSO name, date/version), I can also output the four documents directly to you in a final published version without placeholders .

GTC online Shop

Content

• 1. Scope
• 2. Conclusion of the contract
• 3. Right of withdrawal
• 4. Prices and Payment Terms
• 5. Delivery and shipping conditions
• 6. Retention of title
• 7. Liability for defects (warranty)
• 8. Liability
• 9. Special conditions for the processing of goods according to specific customer requirements
• 10. Special conditions for assembly/installation services
• 11. Redemption of promotional vouchers
• 12. Redeeming gift vouchers
• 13. Applicable Law
• 14. Place of jurisdiction
• 15. Code of Conduct
• 16. Alternative Dispute Resolution

1 Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of Fitness Nation GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods that a consumer or entrepreneur (hereinafter "Customer") concludes with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 These General Terms and Conditions shall apply accordingly to contracts for the delivery of goods presented in the seller's print catalog, unless expressly stipulated otherwise.

1.3 These General Terms and Conditions shall apply accordingly to contracts for the delivery of vouchers, unless expressly stipulated otherwise.

1.4 These Terms and Conditions apply accordingly to contracts for the delivery of tickets, unless expressly stipulated otherwise. These Terms and Conditions govern only the sale of tickets for specific events described in more detail in the seller's product description and not the execution of these events. The execution of the events is governed exclusively by the statutory provisions governing the relationship between the customer and the event organizer, as well as any differing terms and conditions of the event organizer. If the seller is not also the event organizer, they are not liable for the proper execution of the event, for which the respective event organizer is solely responsible.

1.5 For the purposes of these Terms and Conditions, a consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity. An entrepreneur, for the purposes of these Terms and Conditions, is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

2. Conclusion of the contract

2.1 The product descriptions contained in the seller's online shop do not constitute binding offers on the part of the seller, but serve to enable the customer to submit a binding offer.

2.2 The customer can submit an offer via the online order form integrated into the seller's online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding offer to purchase the goods in the shopping cart by clicking the button that finalizes the order. Alternatively, the customer can also submit the offer to the seller by telephone, email, or via the online contact form.

2.3 When ordering goods presented in the seller's printed catalog, the customer may submit their offer to the seller by telephone, fax, email, or mail. For this purpose, the customer may complete the order form included with the seller's printed catalog and return it to the seller.

2.4 The seller may accept the customer's offer within five days,

• by sending the customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the customer is decisive, or

• by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive in this respect, or

• by requesting payment from the customer after they have placed their order.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time when one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this is considered a rejection of the offer, with the consequence that the customer is no longer bound by their declaration of intent.

2.5 When submitting an offer via the seller's online order form, the contract text is stored by the seller after the conclusion of the contract and sent to the customer in text form (e.g., email, fax, or letter) after the order has been placed. The seller does not make the contract text available in any other way. If the customer has created a user account in the seller's online shop before placing their order, the order data is archived on the seller's website and can be accessed free of charge by the customer via their password-protected user account using the corresponding login details.

2.6 Before submitting a binding order via the seller's online order form, the customer can identify potential input errors by carefully reading the information displayed on the screen. An effective technical aid for better identifying input errors is the browser's zoom function, which enlarges the screen display. The customer can correct their entries during the electronic ordering process using standard keyboard and mouse functions until they click the button to finalize the order.

2.7 The German and English languages ​​are available for concluding the contract.

2.8 Order processing and communication generally take place via email and automated order processing. The customer must ensure that the email address provided for order processing is correct so that emails sent by the seller can be received at that address. In particular, if using spam filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller for order processing can be delivered.

3 Right of withdrawal

3.1 Consumers generally have a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the seller's cancellation policy.

3.3 The right of withdrawal does not apply to consumers who are not citizens of a Member State of the European Union at the time of conclusion of the contract and whose sole residence and delivery address are outside the European Union at the time of conclusion of the contract.

3.4 According to Section 312g Paragraph 2 No. 9 of the German Civil Code (BGB), unless otherwise agreed, there is no right of withdrawal for contracts for the provision of services related to leisure activities if the contract specifies a particular date or period for performance. Therefore, a right of withdrawal is also excluded for contracts concerning the sale of tickets for leisure events with a fixed date.

4. Prices and Payment Terms

4.1 Unless otherwise stated in the seller's product description, the prices quoted are total prices including statutory VAT. Any additional delivery and shipping costs will be specified separately in the respective product description.

4.2 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases, which are beyond the seller's control and must be borne by the customer. These include, for example, costs for money transfers by credit institutions (e.g., transfer fees, exchange rate fees) or import duties and taxes (e.g., customs duties). Such costs may also be incurred with regard to money transfers even if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

4.3 The payment option(s) will be communicated to the customer in the seller's online shop.

4.4 If advance payment by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

4.5 When paying via a payment method offered by PayPal, payment processing is handled by the payment service provider PayPal (Europe) S.à rl et Cie, SCA, 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the customer does not have a PayPal account – subject to the terms for payments without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full .

5. Delivery and shipping conditions

5.1 Unless otherwise agreed, goods will be delivered by mail to the delivery address specified by the customer.

5.2 For goods delivered by freight forwarder, delivery is made "free to the curb", i.e. to the nearest public curb to the delivery address, unless otherwise stated in the shipping information in the seller's online shop or otherwise agreed.

5.3 If delivery of the goods fails for reasons attributable to the customer, the customer shall bear the reasonable costs incurred by the seller as a result. This does not apply to the initial shipping costs if the customer effectively exercises their right of withdrawal. Regarding return shipping costs, the provisions set forth in the seller's cancellation policy apply if the customer effectively exercises their right of withdrawal.

5.4 If the customer is acting as a business, the risk of accidental loss or damage to the goods sold passes to the customer as soon as the seller has handed the goods over to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. If the customer is acting as a consumer, the risk of accidental loss or damage to the goods sold generally only passes to the customer upon delivery of the goods to the customer or an authorized recipient. Notwithstanding the foregoing, the risk of accidental loss or damage to the goods sold also passes to the customer in the case of consumers as soon as the seller has handed the goods over to the carrier, freight forwarder, or other person or entity designated to carry out the shipment, provided that the customer has commissioned the carrier, freight forwarder, or other person or entity designated to carry out the shipment and the seller has not previously informed the customer of the identity of this person or entity.

5.5 The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the seller by its own suppliers. This applies only if the non-delivery is not the seller's fault and the seller has concluded a specific cover transaction with the supplier with due diligence. The seller will make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the payment will be refunded immediately.

5.6 Self-collection is not possible for logistical reasons.

5.7 Vouchers will be provided to the customer as follows:

• per Download

• by email

5.8 Tickets will be provided to the customer as follows:

• per Download

• by email

6 Retention of title

6.1 With respect to consumers, the seller retains ownership of the delivered goods until full payment of the purchase price owed.

6.2 With respect to entrepreneurs, the seller retains title to the delivered goods until all claims arising from an ongoing business relationship have been fully settled.

6.3 If the customer is acting as a business, they are entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the seller in advance all claims against third parties arising from such resale, up to the amount of the respective invoice value (including VAT). This assignment applies regardless of whether the goods subject to retention of title have been resold before or after processing. The customer remains authorized to collect the receivables even after the assignment. The seller's right to collect the receivables directly remains unaffected. However, the seller will not collect the receivables as long as the customer fulfills their payment obligations to the seller, is not in default of payment, and no application for the commencement of insolvency proceedings has been filed.

7 Liability for defects (warranty)

If the purchased item is defective, the provisions of statutory warranty law apply. The following applies in deviation from this:

7.1 If the customer is acting as an entrepreneur,

• The seller has the choice of the type of subsequent performance;

• For new goods, the limitation period for defects is one year from the transfer of risk;

• For used goods, rights and claims due to defects are generally excluded;

• The limitation period does not restart if a replacement delivery is made under the warranty for defects.

7.2 If the customer is a consumer, the following applies to used goods, subject to the limitation in the following clause: Claims for defects are excluded if the defect only becomes apparent after one year from delivery of the goods. Defects that become apparent within one year of delivery of the goods can be asserted within the statutory limitation period.

7.3 The limitations of liability and reductions of time limits regulated in the preceding clauses do not apply.

• for items which, according to their usual purpose, have been used for a building and have caused its defectiveness,

• for claims for damages and reimbursement of expenses by the customer, as well as

• in the event that the seller has fraudulently concealed the defect.

7.4 Furthermore, for entrepreneurs, the statutory limitation periods for the right of recourse under Section 445b of the German Civil Code (BGB) remain unaffected.

7.5 If the customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), he is subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 of the HGB. If the customer fails to comply with the notification obligations stipulated therein, the goods are deemed to have been approved.

7.6 If the customer is a consumer, they are requested to report any delivered goods with obvious transport damage to the delivery service and to inform the seller. Failure to do so will not affect their statutory or contractual warranty rights.

8 Liability

The seller is liable to the customer for all contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

8.1 The seller is fully liable for any legal reason.

• in cases of intent or gross negligence,

• in the event of intentional or negligent injury to life, body or health,

• based on a guarantee promise, unless otherwise stipulated,

• due to mandatory liability, such as under the Product Liability Act.

8.2 If the seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damages typical for this type of contract, unless unlimited liability applies pursuant to the preceding clause. Material contractual obligations are those obligations that the contract imposes on the seller according to its content for the achievement of the contractual purpose, the fulfillment of which is essential for the proper performance of the contract, and on the observance of which the customer may regularly rely.

8.3 Furthermore, the seller's liability is excluded.

8.4 The foregoing liability provisions also apply with regard to the seller's liability for his vicarious agents and legal representatives.

9 Special conditions for the processing of goods according to specific customer requirements

9.1 If, according to the contract, the seller is obligated not only to deliver the goods but also to process them according to specific customer requirements, the customer must provide the seller with all content necessary for processing, such as texts, images, or graphics, in the file formats, formatting, image sizes, and file sizes specified by the seller, and grant the seller the necessary rights of use. The customer is solely responsible for obtaining and acquiring the rights to this content. The customer declares and assumes responsibility for ensuring that they have the right to use the content provided to the seller. In particular, they are responsible for ensuring that no third-party rights are infringed, especially copyrights, trademark rights, and rights of personality.

9.2 The customer shall indemnify the seller against any third-party claims arising from the seller's contractual use of the customer's content and any infringement of the third party's rights. The customer shall also bear the reasonable costs of any necessary legal defense, including all court and attorney fees at the statutory rate. This does not apply if the customer is not responsible for the infringement. In the event of a third-party claim, the customer is obligated to provide the seller immediately, truthfully, and completely with all information necessary for examining the claims and mounting a defense.

9.3 The seller reserves the right to refuse processing orders if the content provided by the customer violates legal or regulatory prohibitions or contravenes accepted standards of decency. This applies in particular to the provision of content that is unconstitutional, racist, xenophobic, discriminatory, offensive, harmful to minors, and/or glorifies violence.

10 Special conditions for assembly/installation services

If, according to the contract, the seller is also obligated to assemble or install the goods at the customer's premises, as well as any necessary preparatory measures (e.g., taking measurements), in addition to delivering the goods, the following applies:

10.1 The seller will perform its services at its own discretion, either personally or through qualified personnel selected by it. The seller may also utilize the services of third parties (subcontractors) acting on its behalf. Unless otherwise specified in the seller's service description, the customer has no right to select a specific person to perform the desired service.

10.2 The customer shall provide the seller with all information necessary for the performance of the service owed, completely and truthfully, unless obtaining such information is the seller's responsibility under the terms of the contract.

10.3 After conclusion of the contract, the seller will contact the customer to arrange a date for the performance of the service. The customer is responsible for ensuring that the seller or the personnel commissioned by the seller have access to the customer's facilities at the agreed time.

10.4 The risk of accidental loss or accidental damage to the goods sold only passes to the customer upon completion of the assembly work and handover to the customer.

11. Redeeming promotional vouchers

11.1 Vouchers issued free of charge by the seller as part of promotional campaigns with a specific validity period and which cannot be purchased by the customer (hereinafter referred to as "promotional vouchers") can only be redeemed in the seller's online shop and only within the specified period.

11.2 Promotional vouchers can only be redeemed by consumers.

11.3 Individual products may be excluded from the voucher promotion, provided that a corresponding restriction is stated in the content of the promotional voucher.

11.4 Promotional vouchers can only be redeemed before completing the order process. Subsequent crediting is not possible.

11.5 Only one promotional voucher can be redeemed per order.

11.6 The value of the goods must be at least equal to the value of the promotional voucher. Any remaining balance will not be refunded by the seller.

11.7 If the value of the promotional voucher is insufficient to cover the order, one of the other payment methods offered by the seller can be chosen to pay the difference.

11.8 The balance of a promotional voucher will neither be paid out in cash nor accrue interest.

11.9 The promotional voucher will not be refunded if the customer returns the goods paid for in whole or in part with the promotional voucher within the scope of their statutory right of withdrawal.

11.10 The promotional voucher is intended for use only by the person named on it. Transfer of the promotional voucher to third parties is prohibited. The seller is entitled, but not obligated, to verify the voucher holder's eligibility.

12. Redeeming gift vouchers

12.1 Vouchers that can be purchased via the seller's online shop (hereinafter referred to as "gift vouchers") can only be redeemed in the seller's online shop, unless otherwise stated on the voucher.

12.2 Gift vouchers and remaining balances on gift vouchers are redeemable until the end of the third year following the year of purchase. Remaining balances will be credited to the customer until the expiry date.

12.3 Gift vouchers can only be redeemed before completing the order process. Subsequent crediting is not possible.

12.4 Only one gift voucher can be redeemed per order.

12.5 Gift vouchers can only be used to purchase goods and not to purchase other gift vouchers.

12.6 If the value of the gift voucher is insufficient to cover the order, one of the other payment methods offered by the seller can be chosen to pay the difference.

12.7 The balance of a gift voucher will neither be paid out in cash nor accrue interest.

12.8 The gift voucher is intended solely for use by the person named on it. Transfer of the gift voucher to third parties is prohibited. The seller is entitled, but not obligated, to verify the voucher holder's eligibility to redeem it.

13 Applicable Law

13.1 All legal relations between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws on the international sale of goods. For consumers, this choice of law applies only to the extent that it does not deprive them of the protection afforded by mandatory provisions of the law of the state in which they have their habitual residence.

13.2 Furthermore, this choice of law does not apply with regard to the statutory right of withdrawal to consumers who, at the time of conclusion of the contract, are not resident in a Member State of the European Union and whose sole residence and delivery address at the time of conclusion of the contract are outside the European Union.

14 Place of jurisdiction

If the customer is a merchant, a legal entity under public law, or a special fund under public law, and has its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller's place of business. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the customer's professional or commercial activities. In the aforementioned cases, however, the seller shall in any event be entitled to bring an action before the court at the customer's registered office.

15 Code of Conduct

– The seller has agreed to the terms and conditions of participation for the eCommerce initiative “Fairness in Trade”, which can be viewed on the internet at https://www.fairness-im-handel.de/teilnahmebedingungen/ .

16 Alternative Dispute Resolution

16.1 The EU Commission provides a platform for online dispute resolution at the following link: https://ec.europa.eu/consumers/odr

This platform serves as a point of contact for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.

16.2 The seller is neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.