1. Contractual parties 1.1 The contractual parties are FitTech Company GmbH, Sambergerstr. 9, 81477 Munich (hereinafter referred to as "Organization") and the Member ("Member") as referred to in the Membership Agreement (hereinafter "Membership Agreement").
1.2 The booking of a membership for the FitTech Club may only be made by a natural or legal person or a legally responsible partnership, who, at the time of conclusion of the legal transaction, is acting in the exercise of his or her commercial or professional activity ("entrepreneur").
2. Subject of the contract Subject to the following terms and conditions are all legal transactions and offers regarding the membership for the FitTech Club. Terms and conditions of the Member that deviate from these terms and conditions are not valid; this also applies if they are not expressly contradicted.
3. Conclusion of contract 3.1 It is understood that the website https://fittechcompany.com/ or any sub-sites as well as the marketing documents of FitTech Company GmbH do not constitute a binding offer. It is rather the Member who is given the opportunity to submit a binding offer to conclude a contract for the membership services selected by him/her by telephone or by e-mail to FitTech Company.
The Organization confirms receipt of the offer by sending the Membership Agreement and/or the respective invoice for the membership and accepts the offer. In this way the contract comes into effect.
3.2 In the event that the Organization does not send a Membership Agreement nor an invoice for the membership, this shall not constitute acceptance of the membership. A contract shall not be concluded in this event.
4. Membership services 4.1 The Member has the right to book the membership for the FitTech Club with the corresponding listed services and applied fee structures as disclosed on the following website: FitTech Club Value Proposition and Pricing.
4.2 Organization reserves the right to change fees at any time and without notice.
4.3 From time to time, the Organization may offer additional services (Membership Add-Ons) in connection with the FitTech Club membership services. Additional terms may be provided in connection with participation in the Membership Add-Ons. Please contact firstname.lastname@example.org if you have any questions regarding any purchase of, or participation in, any Membership Add-Ons.
4.4 Organization will use commercially reasonable efforts to deliver the respective FitTech Club membership services; provided, however, that Member acknowledges and accepts that the membership services is “AS IS”. Organization is not responsible for making any alternations or modifications to the FitTech Clubs membership services other than those deemed by Organization at Organization’s sole discretion, to be necessary and appropriate. Notwithstanding any provisions to the contrary herein contained, Organization will not be liable to Member for any delay or interruption in performance as to any obligation hereunder resulting from governmental emergency order, judicial or governmental action, emergency regulations, sabotage, riots, vandalism, labor strikes or disputes, acts of God, fires, electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, or any other cause, to the extent any such delay or interruption in performance is beyond Organization’s reasonable control.
4.5 Membership services can be accessed from countries around the world and may contain references to memberships services and content that are not available in Member’s country. These references do not imply that the Organization intends to announce or promote the availability of such services or content in Member’s country. The Membership services are controlled and offered by the Organization from its facilities in the Germany. The Organization makes no representations that the membership services are appropriate or available for use in other locations. Those who access or use membership services from other countries do so at their own volition and are responsible for compliance with local law.
5. Obligations of the Member 5.1 The Member shall provide remuneration for the membership services of Organization in accordance with the applicable and valid fee structure, which can be found on the website: FitTech Club Value Proposition and Pricing.
5.2 In the event that the Member concludes the agreement at special, discounted conditions (for example, within the scope of an Organization’s special offer), the discounted fee shall apply in each case only for the period agreed upon for this purpose, as a rule for the base term of one contractual year. If the contract is extended after the base term, the normal fees pursuant to Section 5.1 shall then apply.
5.3 The Member shall receive an invoice for the annual fee due at the beginning of each contractual year. All prices are exclusive of statutory VAT. If a transaction or Member is exempt from tax, Member will provide Organization with evidence of such exemption in form acceptable to Organization. If Member is required by law to deduct or withhold any taxes, levies, imposts, fees, assessments, deductions or charges from or in respect of any amounts payable hereunder to Organization, (a) Member shall pay the relevant taxation authority the minimum amounts necessary to comply with the applicable law, (b) Member shall make such payment prior to the date on which interest or penalty is attached thereto and (c) the amounts payable hereunder shall be increased as may be necessary so that after Member makes all required deductions or withholdings, Organization shall receive amounts equal to the amounts it would have received had no such deductions or withholdings been required. Payment of invoices by Member is due fourteen (14) days from the date of invoice. If payments are more than fourteen (14) days past due, Organization may, after notice to Member and a fourteen (14) day period to make such payment, terminate or suspend this Agreement. Member is responsible for payment of all reasonable collection costs and attorneys’ fees incurred by Organization through its efforts to collect on undisputed balance(s) owed by Member.
5.4 Member shall hold the Organization, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Member while participating in the FitTech Club. Member understands that the Organization offers its membership services with no guarantee of results of any kind. Member understands that any results that occur during their membership, whether positive or negative, are the effects of Member's own personal choices. Member agrees and verifies that all of the information they have given the Organization and its representatives is accurate, up to date, and without the omission of any requested information. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Organization harmless against all liability for any damages that may occur to Member or others because of Member's actions or inactions. Member agrees to notify the Organization of any changes or upcoming changes concerning their personal information.
5.5 Member agrees and understands that their participation in the FitTech Club and its membership services may involve risks. These risks may lead to tangible or intangible harm, and Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the FitTech Club membership.
6. Contractual term/termination 6.1 The membership in the FitTech Club has a term of one (1) year from the conclusion of the contract, unless otherwise stipulated in an individual agreement.
6.2 The membership shall be automatically renewed for an additional year in each case if the membership is not terminated by means of a unilateral written declaration by one of the parties with effect from the end of the respective current contractual year no later than 90 days before the end of the respective contractual year - or, if a minimal term has been agreed, before the expiration of the minimal term.
6.3 The Membership Agreement will immediately terminate upon the death of Member, the inability of Member to pay the fees required, the liquidation, dissolution or discontinuance of the Organization by the Organization in any manner, or the filing of any petition by or against the Organization under federal or state bankruptcy or insolvency laws.
6.4 Both parties' right to terminate the contract extraordinarily for good cause shall remain unaffected.
7. Rules of application 7.1 All rights under the contract shall be withdrawn in the respective contractual year and shall not be transferable to any subsequent contractual years. Upon expiration of the respective contractual year, rights not withdrawn or not used shall expire without any substitute.
7.2 In the event that the Member does not use or retrieve any rights, this shall not affect the Member's obligation to pay the remuneration, unless the non-use or non-retrieval is due to any reasons for which the Organization is responsible. The Organization shall not request the use or retrieval of rights.
7.3 Within the FitTech Club membership, the Member receives the rights exclusively for use by the contracting party. Any use for other companies (e.g. their representation) as well as the sublicensing of individual or all rights from the FitTech Club membership requires the prior consent of the Organization.
7.4 The layout, type and scope of the rights of representation granted to the Member (e.g. contributions, etc.) shall be governed by the specifications of the Organization with the provision that the rights of representation shall correspond to those granted to all Members of the respective FitTech Club membership, unless expressly stipulated otherwise in this agreement.
8. Liability of the Member/ Member's content 8.1 The Member shall be solely responsible for the use of its rights and/or services.
8.2 The Member guarantees to use the rights and services granted to it exclusively in compliance with the law and to refrain from infringing any rights of third parties and from discriminatory, derogatory or otherwise immoral conduct. The Organization reserves the right to prohibit or not implement measures that do not meet the aforementioned requirements without affecting Organization's claim to remuneration and/or the Member's rights arising therefrom.
8.3 The Member is solely responsible for its published content, provided that it appears in the version approved by the Member. The Member shall indemnify the Organization upon first request against all damages, costs (including legal defense costs) and/or expenses incurred by the Organization as a result of third parties asserting claims against the Organization in connection with the Member's content.
8.4 The Organization does not claim ownership of any Member content made available on the membership services. However, when Member post or publish any content on or in the membership services, Member represents that it has all of the necessary rights to grant the Organization the license set forth in Section 8.5. Except with respect to Member’s own content, Member declares to have no right or title in or to any content that appears on or in the services.
8.5 Subject to any applicable stipulations, Member agrees to grant the Organization a right to copy, use, and display Member’s content (in whole or in part) and create derivative works from Member’s content for purposes of operating and providing the membership services. Note that other Members may search for, see, use, modify and reproduce any of Member’s content that Member submit to any “public” area of the membership services.
8.6 During the use of the membership services, the Member may submit text responses, chats, comments, suggestions and other information (collectively, the "Submissions"), whether or not requested to do so by the Organization. Member shall be deemed to have granted the Organization a worldwide, perpetual, royalty-free, non-exclusive, transferable, sub-licensable, license to cache, copy, distribute, transmit, publicly display, reproduce or otherwise use or exploit the Submissions on the membership services and in other media, digital or analog, now known or hereafter developed throughout the universe including, without limitation, the internet, mobile devices, and in advertising or promotion, print or otherwise. Member understands and agrees that any submission may become publicly viewable on the membership services or elsewhere. The Organization shall have no obligation to pay any compensation for Member’s submissions. The Organization is under no obligation to post or use any Submission the Member may provide. The Organization may, in its sole discretion, remove any Submission at any time, with or without notice to you, prior or otherwise. Member may request the removal of its Submission for any reason on reasonable written notice to the Organization, on receipt of which the Organization will take commercially reasonable steps to comply.
The Organization does not and cannot review all Submissions and is not responsible for the content or substance thereof. However, the Organization reserves the right to delete, move or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights to privacy or publicity, or otherwise unacceptable, provided that the Organization shall not be deemed the publisher of any Submission by virtue of its right to control said Submission. Any views and opinions expressed in a Submission reflect the author's point of view and are not necessarily those of the Organization or its affiliated entities.
8.7 Member agrees not to use the membership services for any purpose prohibited by these terms and conditions or by applicable law. Member agrees to abide by the applicable stipulations, and shall not (and shall not permit any third party to) (a) take any action or (b) make available any content on or through the membership services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Organization's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of the Organization; or (vi) discloses any personal or confidential information about another person and/or another party of the FitTech Club without the express written consent of such person and/or such party of the FitTech Club.
9. Ownership of and license to use membership services 9.1 The Organization and its suppliers own all rights, title and interest in the membership services. These services are protected by copyright and other intellectual property laws throughout the world. Subject to the Agreement, the Organization grants to the Member a limited, non-transferable license to use these services solely for your personal non-commercial purposes. The Organization, its suppliers, and its service providers reserve all rights not granted in this Agreement.
9.2 Organization’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the membership services are the trademarks of the Organization and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the membership services are the property of their respective owners. Member will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the membership services.
10. Liability of the Organization 10.1 The Organization shall not be liable for insignificant malfunctions of the Organization's website, e.g. short-term inability to access the homepage or Member content. In the event of a corresponding notification, the Organization shall use its best efforts to remedy the fault without delay. The same applies to circumstances beyond the control of the Organization.
10.2 The Organization shall undertake all reasonable efforts to ensure that the membership services made available to the Member online are available without disruption. Due to maintenance work and/or further developments and/or disruptions, the usage options may be restricted and/or temporarily interrupted. This may also result in data loss under certain circumstances. This shall not give right to any claims for compensation on the part of the affected Members.
10.3 In the event of any damage to the Member resulting from the loss of data, the Organization shall not be liable for such damage insofar as the damage would have been avoided if the Member had backed up all relevant data on a regular basis, completely and with a frequency commensurate with the associated security measures.
10.4 The Organization provides its own information and data as well as information from other providers via hyperlinks (Internet links) on the Internet. Such information and data serve informational purposes only, without the Member being able to invoke or rely on the timeliness, accuracy or completeness of the information. In this respect, the Organization shall not be responsible or liable, in particular for direct or indirect damages resulting from the use of the information or data contained in the Organization's newsletters or any other publications of the Organization. In particular, the Organization accepts no responsibility for the content or the functionality, accuracy or legality of third-party services to which reference is made by means of links from the Organization's websites.
10.5 In the event of a spatial and/or temporal postponement of an event, the Organization shall offer the Member an adequate replacement for the event. Further claims are excluded.
10.6 The Organization shall be liable for damages arising from injury to life, to the body or to health in accordance with the applicable legal provisions. For other damages - subject to sentence 3 - liability shall only be assumed in the event of intent and gross negligence. The organizer shall also be liable for other damages caused by negligence that are based on the breach of a material contractual obligation (cardinal obligation), but limited to such damages that must typically and foreseeably be expected to occur within the scope of the provision of services such as the contractual service. The aforementioned liability limitations apply to both legal and contractual claims, in particular contractual claims, in particular also claims for damages based on warranty provisions.
10.7 The Organization reserves the right to adjust the membership for the FitTech Club as a whole, individual packages, individual package services, the layout, individual functions and/or other service components based on experience gained during operation at its reasonable judgment (Section 315 of the German Civil Code (BGB)).
10.8 The Organization reserves the right to discontinue membership for the FitTech Club in its entirety at any time at its own discretion. In this event, the compensation outstanding from the Member shall be adjusted on a pro rata temporis basis. Any excess compensation owed by the Member shall be refunded to the Member without delay. Any further liability on the part of Member is excluded in this case.
10.9 The Organization reserves the right to discontinue individual service components of membership for the FitTech Club. In this event, the remuneration shall be adequately reduced unless the parties agree on adequate compensation in the form of equivalent services. Any further liability on the part of the Organization is excluded in this case.
11. Final provisions 11.1 The Member agrees that the collected data shall be stored and processed by means of EDP in compliance with the data protection provisions.
11.2 The Organization is entitled to transfer the rights and obligations arising from the membership relationship of the FitTech Club to affiliated companies within the meaning of Sections 15 et seq. AktG (German Stock Corporation Act). The Member must be informed of the transfer in writing in advance.
11.3 This agreement for membership of the FitTech Club replaces all other agreements made between the Member and the Organizaiton regarding the subject matter of this agreement. There shall be no verbal side agreements. Any amendments and modifications to the membership for the FitTech Club must be made in writing in order to be valid, whereby transmission by fax or by scanned version of the original document is sufficient. This also applies to the waiver of this form.
11.4 If any or individual stipulations of the Membership Agreement for the FitTech Club are invalid or if there is a legal omission, this shall not affect the validity of the remaining stipulations. In such case, the parties shall replace the invalid or missing regulation in good faith with another regulation that comes closest to the economic purpose of the omitted regulation and the documented intention of the parties in a legal and acceptable manner.
11.5 In case of a dispute between the parties relating to or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the 11.6 section of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Germany. Each party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Organization will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
11.6 This Membership Agreement for the FitTech Club shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Munich.