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Terms and Conditions - ZIVA DIGITAL for Premium Partners

With the online services ZIVA DIGITAL (hereinafter "ZIVA DIGITAL" or "Online Services") Fitness Nation GmbH (hereafter "ZIVA") offers you a comprehensive, web-based online system, the Fitness Company (hereinafter referred to as " Premiumpartner ") in the areas of customer loyalty and customer acquisition and other professional services. The premium packages are "ZIVAbeFit", "ZIVAgetFit", "ZIVAbeneFit", "ZIVAproFit" and "ZIVA Fitness Nation Community - Premium Membership". These can be booked individually or together. Access to ZIVA DIGITAL Premium Premium accounts, the premium partners via their personal, password-protected account.

ZIVA also has an extensive online information platform at www.ziva-fitness-nation.de with extensive information, offers and services related to fitness. Interested parties can access the platform for about

  • inform about fitness exercises, nutrition and health topics,
  • buy fitness products (such as Nutrition, Equipment) at the ZIVA online store,
  • Join the ZIVA Fitness Nation Community and
  • Find the gyms registered on the platform through the integrated search engine.

At the heart of the platform is the ZIVA Fitness Nation Community, an online community that brings together fitness enthusiasts, athletes and fitness companies. Authorized users (members) are registered users for the community. The members are consumers (hereinafter referred to as "athletes") and entrepreneurs such as gyms and other companies in the fitness industry (hereafter "premium partners"). Entrepreneurs have the opportunity to become a member by signing a premium partner contract with the premium ZIVA Fitness Nation Community Premium membership package. With the premium package "ZIVAproFit" you also have the opportunity to benefit from purchases made by your members in the ZIVA online shop via a [bonus system / loyalty program / affiliate program?] And to place your own merchandising products.

1 Scope

1.1 Application for the online services ZIVA DIGITAL

These General Terms and Conditions (hereinafter "GTC") apply to all contracts concluded between ZIVA and the Premium Partner for the online services ZIVA DIGITAL and any additional services in connection with ZIVA DIGITAL.

1.2 Special Terms and Conditions

Special terms and conditions apply to the respective premium package and additional services (eg purchase of hardware) (see section 10.). In the case of contradictions, the respective Special Terms have precedence over these Terms and Conditions.

2 Contract

2.1 The subject of the contract is the access to ZIVA DIGITAL for its intended use by the premium partner via an internet connection via a browser or the ZIVA App for a fee for the agreed term.

The Premium Partner receives the technical possibility to access in the booked amount on ZIVA DIGITAL, which is hosted on a server of the ZIVA or a third party commissioned by ZIVA, via internet connection via a browser or the ZIVA APP and the functionalities within the contractual Agreements for the duration of the contract. The premium partner receives access to ZIVA DIGITAL with the premium packages booked in each case via his personal, password-protected online account. Unlocked is the booked functionality.

The type and scope of the online services depend on the premium packages booked by the premium partner. These include "ZIVAbeFit", "ZIVAgetFit", "ZIVAbeneFit", "ZIVAproFit" and "ZIVA Fitness Nation Community - Premium Membership". These can be booked individually or together. Optional additional services may be ordered in connection with ZIVA DIGITAL (including hardware purchase).

The scope of services per booked package and, if commissioned, of additional services as well as the system requirements arise from the service description ............ .u. ZIVA provides the online services in the current program status.

ZIVA DIGITAL is available to the premium partner at its discretion in German or English.

The set-up by ZIVA includes the technical setup and activation of the system for the premium partner (activation of ZIVA DIGITAL for the use of the booked premium packages). On-site services at the Premium Partner are not owed, unless agreed.

ZIVA leaves the premium partner storage space on a server to store its data and content in the context of the intended use of ZIVA DIGITAL. The premium partner can store content up to a volume of ... MB. If the storage space for storing the data should no longer be sufficient, ZIVA will inform the premium partner. The premium partner can book appropriate contingents subject to availability.

2.2 ZIVA provides online services with 98% availability on a monthly average minus maintenance. ZIVA is authorized to perform maintenance work for a total of five hours during the calendar month between 3:00 pm and 3:00 am Central European Time (CET). During maintenance ZIVA DIGITAL is not available for use. In addition, ZIVA may, in consultation with the premium partner, suspend availability for a defined period of time to perform maintenance. The Premium Partner will not unreasonably refuse consent to such interruptions. Conditions of law; better SLA ?, please Rspr. (availability, response times, service times ...)

Subject to availability, the parties understand the technical usability of ZIVA DIGITAL at the transfer point for use by the authorized user. It refers to the services specified under www .... / In the offer / ... at the transfer point. Handover point is the router output of the data center where the software is hosted.

2.3 The premium partner support is available to the premium partner by e-mail and by phone for user questions and to receive fault notifications on weekdays Mon-Fri excluding public holidays in xxx from 9:00 am to 7:00 pm (CET) available.

2.4 Additional services must be agreed separately and reimbursed according to expenditure (eg training, individual adjustments) or the purchase price to be paid when purchasing hardware.

3 Conclusion

3.1 Offers for ZIVA DIGITAL are for entrepreneurs only. An entrepreneur within the meaning of these terms and conditions is any natural or legal person or a legal partnership that acts in the execution of a legal transaction in the exercise of their independent professional or commercial activity (§ 14 BGB). By submitting his declaration to conclude the contract, the premium partner declares that he is acting as an entrepreneur.

3.2 Product representations and price lists of ZIVA are not binding, as long as they do not form part of a contractual agreement or a quote marked as binding.

3.3 Contracts are concluded by offer and acceptance under the terms of these Terms and Conditions. ZIVA will send an offer to the premium partner by e-mail, fax or letter upon request. This offer can be accepted by the premium partner by means of a declaration of acceptance to be submitted to ZIVA by fax, e-mail or letter within 20 working days from receipt of the offer. For the calculation of the deadline, the day of the offer access is not counted. The contract under the terms of these terms and conditions comes about with timely acceptance by the premium partner. If the premium partner does not accept the offer within this period, the ZIVA is no longer bound by the offer.

4 Compensation; Payment terms

4.1 Unless otherwise agreed, the monthly fee is payable pro rata for the remainder of the calendar month, starting on the day of the conclusion of the contract. Thereafter, the monthly fee is to be paid in advance each calendar month. If a price is calculated for parts of a calendar month, it will be charged at 1/30 of the monthly price for each day.

4.2 The set-up fee is payable upon conclusion of the contract. This also applies to other one-off payments agreed upon conclusion of the contract (for example for training courses).

4.3 The remuneration is determined according to the prices valid at the time of the conclusion of the contract unless otherwise agreed. Prices are Euro prices and are exclusive of the applicable statutory value added tax.

4.4 If additional services have been agreed upon, these will be charged according to the agreed hourly or daily rate, unless a fixed price has been agreed (for example, one-time set-up fee, purchase price). The billing of hourly rates is for each begun quarter of an hour (15-minute intervals). A daily rate refers to 8 hours.

Travel costs, travel time?

4.5 Payment is due for payment upon receipt of the invoice without discount.

4.6 A payment is deemed to have been received as soon as the equivalent value has been credited to a ZIVA account. In case of late payment, ZIVA is entitled to interest on arrears i.H.v. 5 percentage points above the respective base interest rate. The legal rights of ZIVA in the event of late payment by the Premium Partner remain unaffected.

4.7 The offsetting of claims of the premium partner with claims due to ZIVA is only permitted if the claims of the premium partner are undisputed or legally established.

5 Participation and duties of the Premium Partner

5.1 The Premium Partner shall ensure that its participation in the performance of the contractual services is available in a timely manner at its expense. In particular, he will provide ZIVA with the information required for the provision of the contractual services in good time and ensure the contractual condition of his hardware, the required operating system, the required browser, his Internet access and the online connection.

The premium partner is responsible for the data connection between the workstations / terminals he intends to use and the transfer point (router output of the data center in which ZIVA DIGITAL is hosted).

Data import / other concrete examples?

5.2 The premium partner is required

5.3 The Premium Partner will take reasonable precautions (such as daily backups at least once a week, fault diagnosis, periodic review of data processing results) in the event that ZIVA DIGITAL does not operate properly.

5.4 The premium partner is obliged to ensure that ZIVA DIGITAL is used as intended and in accordance with the contract through suitable contractual agreements with its employees. He will also ensure that paragraphs 5.1 to 5.3 are complied with.

5.5 The content stored by the Premium Partner in the storage space designated for it may be protected by copyright and data protection laws. The premium partner hereby grants ZIVA the right to make the content stored on the server accessible to the premium partner during its queries via the internet and in particular to be able to duplicate and transmit it for this purpose and to reproduce it for the purpose of data backup. This also applies to the public making available (for example, in the premium package "ZIVA Fitness Nation Community - Premium Membership") when querying third parties via the Internet.

6 Use rights granted

6.1 ZIVA grants the premium partner a simple (non-exclusive) right, limited in time to the duration of this contract, to access ZIVA DIGITAL via telecommunication (internet connection) and to book the functionalities of the software as intended Scope to use. The premium partner does not receive any further rights, in particular software or operating software.

6.2 Rental and other transfer or making available to third parties is not permitted, whether for consideration or free of charge. Source / object code of the software is not left. For the use of ZIVA Apps, however, the premium partner is entitled to install the app for its booked duration in the object code on a terminal device and to use it as intended.

6.3 ZIVA has the exclusive rights of use for special programming and other individual adjustments. For the duration of the contract, the premium partner is granted the rights according to sections 6.1 and 6.2. Section 6.4 applies accordingly.

6.4 The Premium Partner is not entitled to use ZIVA DIGITAL and / or storage space beyond the use permitted under the contractual agreement, or to use it by third parties or to make it available to third parties.

7 Liability

ZIVA is liable for all contractual, contractual and legal, as well as tort claims for damages and reimbursement of expenses as follows:

7.1 ZIVA is liable without limitation for any legal reason

7.2 If ZIVA negligently violates a material contractual obligation, the liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability is assumed in accordance with Section 7.1 above. Significant contractual obligations are obligations that the contract imposes on the supplier according to its content for the purpose of achieving the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the premium partner can regularly rely.

7.3 For the rest, liability of ZIVA is excluded.

7.4 A change in the burden of proof to the detriment of the Premium Partner is not associated with the above provisions.

7.5 The above provisions also apply with regard to the liability of ZIVA for its vicarious agents and legal representatives.

8 Contract period and termination

8.1 The contract enters into force upon conclusion of the contract and runs indefinitely. It has a minimum term of 12 months from the first day of the month following the conclusion of the contract. The contract can be terminated for the first time with a notice period of three months to the end of the minimum term. It shall be extended for a further 12 months at the end of the minimum term or at the end of the respective 12-month period unless terminated by one of the parties in advance, subject to a notice period of 3 months to the end of the respective 12-month period.

Other premium packages / additional services can always be booked or ordered at any time.

8.2 The right of both parties to extraordinary termination for cause remains unaffected. ZIVA is in particular entitled to extraordinary termination if the premium partner is in default of more than 30 days with a payment after the second reminder or allows third parties access to the contract in breach of contract.

8.3 Terminations must be in writing.

8.4 Upon contract termination, the access data of the Premium Partner is no longer active and access to ZIVA DIGITAL is blocked. Premium partner data will be deleted by ZIVA at the latest four weeks after contract termination, as long as there is no legal obligation to keep records for ZIVA. The premium partner must export his data before the contract is terminated and secure it himself if he needs it beyond the contract termination.

9 Confidentiality

ZIVA and the Premium Partner are obliged to keep secret all confidential information, business and trade secrets obtained within the framework of the contractual relationship, in particular not to disclose it to third parties or to use it other than for contractual purposes.

10 Special Terms and Conditions

10.1 Premium Packages under ZIVA DIGITAL Online Services:

  • „ZIVAbeFit“
  • „ZIVAgetFit“
  • „ZIVAbeneFit“
  • „ZIVAproFit“
  • „ZIVA Fitness Nation Community Premium Membership“

Fitness Nation GmbH (hereinafter "ZIVA") operates an online platform at www.ziva-fitness-nation.de with extensive information, offers and services relating to the topic of fitness. Interested parties can look at the platform for about

  • inform about fitness exercises, nutrition and health topics,
  • buy fitness products (such as Nutrition, Equipment) at the ZIVA online store,
  • Join the ZIVA Fitness Nation Community and
  • Find the gyms registered on the platform through the integrated search engine.

At the heart of the platform is the ZIVA Fitness Nation Community, an online community that brings together fitness enthusiasts, athletes and fitness companies. Authorized users (members) are registered users for the community. The members are consumers (hereinafter referred to as "athletes") and entrepreneurs such as gyms and other companies in the fitness industry (hereafter "premium partners"). For athletes the membership is basically free of charge, for entrepreneurs against payment. Entrepreneurs have the opportunity to become a member by completing a premium partner contract with the premium ZIVA Fitness Nation Community Premium membership package.

[……] Reference to terms of use for athletes

10.2 Benefits

Purchase contracts under the ZIVA DIGITAL Online Services

  • Stele
  • HDMI Stick

Other additional services

11 Final Clauses

11.1 This is without prejudice to the inclusion of customer's own terms and conditions unless ZIVA DIGITAL has given its written consent.

11.2 All legal relations of the parties shall be governed by the law of the Federal Republic of Germany, excluding conflict of law rules and excluding the laws governing the international sale of goods (CISG).

11.3 The place of performance is the registered office of ZIVA. If the customer acts as a merchant, legal entity under public law or special fund under public law domiciled in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of ZIVA. If the customer is located outside the territory of the Federal Republic of Germany, the seat of ZIVA is the exclusive place of jurisdiction for all disputes arising from this contract, if the contract or claims from the contract can be attributed to the occupational or commercial activity of the customer. However, in the above cases, ZIVA is in any case also entitled to call the court at the customer's registered office.

11.4 The contract language is German.