General Terms and Conditions Member

of
Memberspot GmbH, Rilkestraße 26, 71642 Ludwigsburg
for access to the portal of Memberspot
as a member

(Valid until 08.2022)


§ 1 Scope of the General Terms and Conditions

  1. The following General Terms and Conditions (hereinafter referred to as "GTC") of
    Memberspot GmbH (hereinafter "Memberspot") govern the legal relationship
    between Memberspot and the member, who accesses the internet portal of
    Memberspot (hereinafter "Portal" and "Portal Memberspot")
    .
  2. These GTC apply exclusively in relation to the member. The validity of
    general terms and conditions of business, order or purchase conditions of the member is
    expressly rejected.
  3. These GTC only apply to users of the portal who are "members". These GTC
    do not apply to "Admins" (in all roles, e.g. as "coach", "trainer" or
    "consultant"). If a user "Member" and "Admin", the present GTC apply to him/her as a "Member"
    and to him/her as an "Admin" the separate, applicable
    GTC.
  4. The German version of these GTC shall take precedence over any other language version.

§ 2 Service description, technical conditions of use

  1. The portal is a portal that enables member areas and
    on which admins and members can interact, in particular in the form of and members can interact, in particular in the form
    that admins can post videos for members. for members. Memberspot exclusively provides the
    technical infrastructure. Memberspot does not control or evaluate the
    content in any way.
  2. The member's ability to access certain content from individual
    admins is governed solely by any contract between the member and
    a coach, trainer or consultant, which may be initiated and concluded which may be initiated and concluded entirely outside the
    portal.
  3. Memberspot may make changes and improvements to the portal, such as
    changes to the design and the and add additional functions, provided that
    can continue to use the contractually agreed services. can continue to be used.
  4. Memberspot makes the portal available for use by the member in accordance with the
    provisions of these GTC and any any individually agreed
    terms and conditions. The use of the portal by the members takes place
    technically via a standard, up-to-date Internet browser. The
    portal is available to the extent described in § 4.
  5. Services not provided by Memberspot are described in § 9.

§ 3 Conclusion of the contract ("online"), commissioning of further services

1. the contract for access to the portal can be concluded via the Internet portal of Memberspot by completing and submitting the registration form
. The access data for use of the portal are specified in
during the registration process. There are There are two ways to do this
:
1.1. the member fills out the registration form and submits an offer to conclude a contract for access to the portal by sending the data. access to the portal.
The member can correct any input errors before submitting their contractual declaration on
. overview page as the last step before submitting the contract offer
and correct any input errors. correct any input errors. The system accepts the
contract offer. The member receives a automatically generated by the system
confirmation of receipt of his contract offer to the e-mail address e-mail address provided by
(confirmation of receipt). The confirmation of receipt does not yet constitute
acceptance of the contract offer. Acceptance of the
contract offer is made by a separate e-mail to the member. member. The contract between Memberspot and the
member only comes into effect with
this separate e-mail. is concluded. With the e-mail of acceptance of the contract offer by
Memberspot, the member is additionally additionally requested to confirm the accuracy of the e-mail address stored at
. Only after successful confirmation (so-called
double opt-in procedure) is access to the portal also technically activated.
The contract between contract between Memberspot and the member is concluded even without
confirmation of the e-mail address by the member. the member.
1.2. The member communicates his/her data to an admin who stores the data in the portal data in the portal
and sends the member an e-mail for registration to the e-mail address provided by the member. e-mail address provided by the member. The member checks and, if necessary, completes or corrects the data in the
registration form and submits an offer to conclude a
contract for access to the portal by sending it. Any input errors can be corrected by the member
before submitting his contractual declaration on an overview page as the last step
before submitting the contract offer and correct any
input errors. The system accepts the contract offer. The
member receives an automatic system-generated confirmation of the
receipt of his contract offer to the e-mail address he has provided
(confirmation of receipt). The confirmation of receipt does not constitute acceptance of the
contract offer. An acceptance of the contract offer is made by a separate e-mail to the member at
. Only with this separate e-mail does the
contract between Memberspot and the member come into effect and access to the
portal is also technically activated.

2. the information provided by the member during registration must be complete and
correct be correct. Any subsequent changes to the data (e.g. name, e-mail address) must be notified to
Memberspot immediately. be notified immediately. If the member culpably fails to comply with these
obligations, he/she shall be liable for all disadvantages arising from this for the
members themselves.

3. the text of the contract is not stored by Memberspot after the contract has been concluded.
only the basic data relating to the contract (name, e-mail address, rough description of the services ordered) will be services ordered) within the
portal for the duration of the contract. The text of the contract and the
member will also receive the text of the contract and these GTC by e-mail together with confirmation of access.

4. the language available for the conclusion of the contract is "German".

5.
Memberspot is not subject to any special codes of conduct not mentioned above. not.

§ 4 Portal account, contractual obligations of the member, functionality of the portal

  1. The member undertakes to protect access to the portal account against
    unauthorized use by third parties. unauthorized use by third parties. Access data (user ID and
    password) may not be passed on. member is liable for any unauthorized use of his access data made possible by
    his conduct and the associated
    unauthorized use of his portal account, insofar as he is at fault
    . As soon as the member becomes aware that his access data has become accessible to third
    persons, he is he/she is obliged to change his/her password immediately
    . Should this not be possible, Memberspot must be informed immediately at
    .
  2. Multiple registrations by one member are prohibited. For each
    company, including companies affiliated with the members, a separate
    contract for access to the portal is required if is to be used. is required if
    is to be used.
  3. The portal account is not transferable.
  4. Memberspot makes the portal available for use as described in these GTC and in individual contracts
    and guarantees and guarantees a technical availability of the
    portal of up to 99.99% per calendar year. calendar year. The member can only use the portal within the
    framework of the current state of the art. Memberspot may temporarily restrict the
    availability of Memberspot services if this is necessary
    in view of capacity limits, to carry out maintenance work or for
    security reasons. is necessary. In doing so, Memberspot shall take into account, insofar as the
    individual case permits (e.g. not in the case of urgent security measures), the
    legitimate interests of the member by informing them in advance about the information about the
    access restrictions.
  5. Members are responsible for regularly backing up their own data
    .

§ 5 General rules for the use of the portal

The member undertakes not to carry out any actions that could impair the software or hardware
or the performance of a computer of Memberspot or of a server used by Memberspot
for the provision of services.
used for the provision of services, in particular not to post any content containing to post content containing malicious code, to send unsolicited e-mails ("spam") or to bring the portal or parts thereof to a standstill. to bring the portal or parts thereof to a standstill
("denial of service").

§ 6 Blocking
Memberspot may temporarily or permanently block the portal account, employee access or individual content posted by the member or
for the member temporarily or permanently if there is a suspicion or it has already been suspicion
exists or has already been established that the member is in breach of statutory provisions or in
significant violates these GTC, infringes the rights of third parties or Memberspot
otherwise has a legitimate interest in the blocking. in the blocking. Memberspot has a legitimate interest in blocking
a portal account, if the blocking is necessary to protect one or more
other members, in particular if there is a suspicion that the
account is being used for fraudulent or otherwise not only insignificantly damaging activities
or if the member has provided false contact details (grounds for suspicion).
The blocking is limited to the extent necessary. The
portal account will be blocked permanently only in the case of particularly serious or repeated violations. The
member will be informed of the blocking immediately, stating the reasons. informed immediately of the blocking, stating the reasons. The
account will be unblocked as soon as the suspected reason for suspicion is invalidated. The
payment obligation shall continue to exist even in the event of a justified blocking. continues.

§ 7 No remuneration, termination at any time, data backup by the member,
Consequences of termination termination

  1. Members do not have to pay Memberspot for access to
    the portal.
  2. The member may terminate the contract at any time without notice.
    Memberspot may only terminate the terminate the contract by giving one
    week's notice.
  3. Notice of termination must be given in text or written form. Notice of termination by the member can be sent to Memberspot. Notice of termination by
    Memberspot can be sent to the e-mail address provided by the member's
    e-mail address stored in the portal account.
  4. The right to terminate the contract without notice for good cause remains unaffected. An
    extraordinary reason for reason for termination for Memberspot exists in particular if
    the member breaches his/her obligations under § 4 nos. 1 to 3, § 5.
  5. Memberspot is entitled to delete all content and other data of the member when
    the termination takes effect. termination becomes effective.

§ 8 Amendments to these GTC
Amendments to these GTC shall be notified to the member at least one month before the month before the
proposed date of entry into force in text or written form, for example via an
e-mail to the address provided by the member. The consent of the
member shall be deemed given if he has not indicated his refusal before the proposed date of entry into force of the changes. This does not apply if the change affects main performance obligations, such as the amount of remuneration or the services pursuant to § 2 are affected. Memberspot shall draw the member's attention to the above approval effect in the offer for the change.


§ 9 Limitations of liability, personal responsibility of the member

  1. For the provision of the necessary technical requirements for using
    the portal, in particular the necessary software and hardware (e.g.
    Internet browser) as well as access and transmission services at
    at the member's own expense.
  2. The member can only demand compensation:
  • for damages resulting from injury to life, body or health,
    which are based on an intentional or intentional or negligent breach of duty by Memberspot
    or an intentional or negligent breach of duty by a legal negligent breach of duty by a legal
    representative or vicarious agent of Memberspot are based;
  • for damages resulting from an intentional or grossly negligent breach of duty
    by Memberspot or an intentional or grossly negligent
    breach of duty on the part of a legal representative of Memberspot, executive
    employees or vicarious agents;
  • for damages resulting from the intentional or negligent breach of essential contractual obligations (cardinal obligations) by
    (cardinal obligations) of Memberspot, a
    legal representative of Memberspot, executive employees or employees or
    vicarious agents. Essential contractual obligations (cardinal obligations)
    are obligations, the fulfillment of which is essential for the proper execution of the
    contract and on compliance with which the member regularly trusts
    .
  • for damages that fall within the scope of protection of a guarantee expressly granted by Memberspot
    (assurance) or a guarantee of quality or
    durability;

In the event of a breach of a material contractual obligation due to simple negligence, the
liability of Memberspot is limited to the amount of damages typically to be expected,
at the time of the conclusion of the contract foreseeable damage for Memberspot
at the time of conclusion of the contract. Excluded from this are damages resulting from
injury to life, body or health.

Claims for damages by the members in the event of simple negligent breach of an
essential contractual obligation shall become time-barred after one year from the commencement of the statutory
limitation period. This does not apply to damages resulting from injury to
life, limb or health, of life, body or health.


Claims for damages against Memberspot arising from mandatory statutory liability,
for example under the Product Liability Act, remain unaffected by the above
regulations and exist to the extent permitted by law within the extent within the
statutory periods.


Any strict liability on the part of Memberspot for a defect existing at the time of conclusion of the contract
defect pursuant to § 536a para. 1 Alt. 1 BGB is
excluded, unless the defect is an expressly warranted guaranteed
property or we have fraudulently concealed the defect.


§ 10 Severability clause
If one or more provisions of these GTC are or become invalid in whole or in part in whole or in part
invalid or contain a loophole, this shall not affect the validity of the remaining provisions of these
GTC. in all other respects.


§ 11 Choice of law, agreement on jurisdiction

  1. The contract, including these GTC, is subject to the substantive law of the
    Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. This does not apply,
    insofar as mandatory consumer protection regulations in the country in which the member
    has his habitual residence are more favorable for the member (Art. 6 VO
    (EG) 593/2008).
  2. If the member is an entrepreneur, the following applies:
    An entrepreneur is a natural or legal person or a partnership with legal capacity
    which, when entering into a legal transaction, acts in exercise of its
    commercial or independent professional or independent professional activity; a partnership with legal capacity
    is a partnership that has the capacity partnership that has the capacity
    to acquire rights and incur liabilities. enter into liabilities.

    A merchant is any entrepreneur who is entered in the commercial register or who operates a
    commercial business and requires a commercially organized

    business operation. The member's general place of jurisdiction is abroad
    if the member's registered office is abroad. abroad.

    The exclusive place of jurisdiction for all disputes arising from and/or in and/or in
    connection with the contract and these GTC is the registered office of
    Memberspot, insofar as the member is a merchant, a legal entity under
    public law or a special fund under public law special fund under public law or the
    member does not have a general
    place of jurisdiction in the Federal Republic of Germany or relocates its place of jurisdiction abroad. As an
    exception to this, Memberspot is also entitled to take legal action against the member at his
    general place of jurisdiction.


§ Section 12 Dispute resolution procedure

  1. Memberspot is not willing and not obliged to participate in dispute resolution proceedings before
    a consumer arbitration board.
  2. Platform of the European Commission for online dispute resolution (OS):
    https://ec.europa.eu/consumers/odr/
  3. The e-mail address of Memberspot is: info@memberspot.de
    As of December 2020