General Terms and Conditions Member

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

Section 1 Scope of the General Terms and Conditions

1. The following General Terms and Conditions (hereinafter referred to as "GTC") of Memberspot GmbH (hereinafter referred to as "Memberspot") regulate the legal relationship between Memberspot and the member who accesses the Internet portal of Memberspot (hereinafter referred to as "portal" and "portal Memberspot")
   .
2. These GTC apply exclusively to the relationship as a member. The validity of the general terms and conditions of business, ordering or purchasing of the member is expressly rejected.
3. These GTC apply only 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 is a "member" and an "admin", he/she is subject to these GTC as a "member" and to the separate GTC applicable to him/her as an "admin".
4. The German version of these GTC shall take precedence over any other language version.

Section 2 Description of services, technical requirements for use

1. The portal is a portal that provides areas for members and on which both admins and members can interact, in particular in the form of admins posting videos for members. Memberspot only 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 the terms of a contract, if any, between the Member and a coach, trainer or consultant, which may be initiated and completed entirely outside of the portal.
3. Memberspot may make changes and improvements to the portal, such as
   changes to the design and addition of further functions, provided that the contractually agreed services can still be used as a result.
4. Memberspot makes the portal available for use by the member in accordance with the provisions of these GTC and, if applicable, individually agreed terms and conditions. The use of the portal by the members is technically carried out via a standard, current Internet browser. The portal is available to the extent described in Section 4.
5. Services not provided by Memberspot are shown in Section 9.

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

1. The contract for access to the portal can be concluded via the Memberspot internet portal by completing and submitting the registration form. In this case, the access data for using the portal will be determined during the registration process. There are two ways to do this:
1.1. The Member completes the registration form and, by submitting the data, makes an offer to conclude a contract for access to the Portal.
Before submitting his or her contractual declaration, the Member can identify any input errors on an overview page as the last step before sending the contractual offer and correct any input errors. The system accepts the contract offer. The Member automatically receives a confirmation of receipt of his/her contract offer generated by the system to the email address he/she has provided (confirmation of receipt). The confirmation of receipt does not yet constitute acceptance of the contractual offer. Acceptance of the contract offer is made in a separate email to the Member. The contract between Memberspot and the Member only comes into effect upon receipt of this separate email. Together with the email of acceptance of the contract offer by Memberspot, the Member is additionally requested to confirm the correctness of the email address provided. Access to the portal will only be technically activated after confirmation (so-called double opt-in procedure).
The contract between Memberspot and the Member comes into effect even without the confirmation of the email address by the Member.
1.2. The Member informs an Admin of his/her data, who stores the data in the portal and sends the Member an email for registration to the email address provided by the Member. The Member checks and, if necessary, completes or corrects the data in the registration form and, by submitting it, makes an offer to conclude a contract for access to the portal. Before submitting his or her contractual declaration, the Member can identify any input errors on an overview page as the last step before sending the contractual offer and correct any input errors. The system accepts the contract offer. The Member automatically receives a confirmation of receipt of his/her contract offer generated by the system to the email address he/she has provided
(confirmation of receipt). The confirmation of receipt does not yet constitute acceptance of the contractual offer. Acceptance of the contract offer is made in a separate email to the Member. The contract between Memberspot and the Member is only concluded and access to the portal is also only technically activated with this separate email.

2. The information provided by the Member during registration must be complete and correct. Subsequent changes to the data (e.g. name, email address) must be communicated to Memberspot immediately. Should the Member culpably fails to comply with these obligations, he/she shall bear all disadvantages incurred by him or her as a result.

3. The text of the contract will not be stored by Memberspot after the conclusion of the contract.
Only the basic data relating to the contract (name, email address, rough description of the services ordered) shall be displayed on the portal for the duration of the contract. The Member shall also receive the text of the contract and these GTC by email together with confirmation of receipt.

4. The contract may be concluded in the German language.

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

Section 4 Portal Account, Contractual Obligations of the Member, Functionality of the Portal

1. The Member undertakes to safeguard access to the portal account against unauthorised use by third parties. Access data (user ID and password) may not be given to anyone else. The Member shall be liable for any unauthorised use of his/her access data which was made possible by his/her behaviour together with the associated unauthorised use of his/her portal account, insofar as he/she is at fault. As soon as the Member becomes aware that his or her access data have become accessible to third parties, he or she is obliged to change his or her password immediately. Should this not be possible, Memberspot is to be informed immediately.
2. Multiple registrations by one member are prohibited. A separate contract for access to the portal is required for each company, including companies affiliated with the Member, should use of the portal be planned.
3. The portal account is not transferable.
4. Memberspot provides the portal for use as described in these GTC and in individual contracts and guarantees a technical accessibility of the portal for up to 99.99 % per calendar year. The use of the portal by the Member is only possible within the scope of the current state of the art. Memberspot may temporarily restrict the availability of the services of Memberspot should this be necessary due to capacity limits, to carry out maintenance work or for security reasons. Memberspot takes into account the legitimate interests of the Member by informing him/her in advance about the access restrictions, as far as the individual case allows (e.g. not in the case of any urgent security measures).
5. It is the responsibility of the Member to regularly make his or her own backups of the data.

Section 5 General rules for the use of the portal

The Member undertakes not to take any action that may impair, damage or destroy the software or hardware or the performance of a computer of Memberspot or a server used by Memberspot for the provision of services, in particular not to post any content containing a malicious code, nor to send unsolicited emails ("spam") or to bring the portal or parts thereof to a standstill
("Denial of Service").

Section 6 Blocking
Memberspot can temporarily or permanently block the portal account, employee accesses or individual contents posted by the Member or for the Member if it is suspected or already established that the Member violates legal regulations or in a significant way violates these GTC, violates the rights of third parties or Memberspot otherwise has a justified interest in 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 the Member has provided false contact details (grounds for suspicion).
Blocking will be limited to what is necessary. The portal account will only be permanently blocked in the event of particularly serious or repeated violations. the Member will be informed of the blocking immediately and the reasons stated. The blocking is to be reversed as soon as the reason for suspicion is invalidated. The obligation to make payment shall continue to exist even in the event of a justified blocking.

Section 7 No payment, termination at any time, data backup by the Member, consequences of 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 can only terminate the contract by giving one week's notice.
3. Notice of termination must be given in text or written form. A notice of termination by the Member can be sent to Memberspot. A notice of termination by Memberspot can be sent to the email address deposited with Memberspot by the Member in the portal account.
4. The right to terminate without notice for good cause remains unaffected. An extraordinary reason for termination for Memberspot exists in particular if the Member violates his/her obligations from Section 4 nos. 1 to 3, Section 5.
5. Memberspot is entitled to delete all contents and other data of the Member when the cancellation becomes effective.

Section 8 Amendment of these GTC
Amendments to these GTC shall be offered to the Member in text or written form, such as via an email to the address provided by the Member, at least one month before the proposed date of their entry into force. The Member shall be deemed to have given his or her consent if he or she has not given notice of his or her disapproval before the date proposed for the amendments to take effect. This shall not apply if the change affects main performance obligations, such as the amount to be paid or the services pursuant to Section 2. Memberspot specifically draws the Member's attention to the aforementioned approval effect in the offer for amendment.

Section 9 Limitations of liability, personal responsibilities of the Member

1. The Member is obliged to pay for the provision of the necessary technical requirements for the use of the portal, in particular the required software and hardware (e.g.
   Internet browser) as well as access and transmission services, at his or her own expense.
2. The Member may only claim damages:

• for damages resulting from injury to life, body or health, which are based on an intentional or negligent breach of duty by Memberspot or an intentional or negligent breach of duty by a legal representative or vicarious agent of Memberspot;
• for damages based on an intentional or grossly negligent breach of duty by Memberspot or on an intentional or grossly negligent breach of duty by a legal representative of Memberspot, executive employees or vicarious agents;
• for damages based on the intentional or negligent breach of essential contractual obligations (cardinal obligations) of Memberspot, a legal representative of Memberspot, executive employees or vicarious agents. Material contractual obligations (cardinal obligations) are obligations which must be fulfilled in order for the contract to be duly performed and on whose compliance the Member regularly relies.
• for damages that fall within the scope of protection of a guarantee (assurance) expressly given by Memberspot or a guarantee of quality or durability;

In cases of simple negligent breach of an essential contractual obligation, Memberspot's liability is limited to the amount of the damage typically to be expected and foreseeable for Memberspot at the time of the conclusion of the contract when exercising due diligence. This does not apply to damages resulting from injury to life, body or health.

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

Claims for damages against Memberspot arising from statutory liability, for example under the Product Liability Act, remain unaffected by the above provisions and exist to the statutory extent within the statutory time limits.

A possible strict liability of Memberspot for a defect existing at the time of conclusion of the contract according to Section 536a para. 1 alternative 1 BGB (German Civil Code) is excluded unless the defect is an expressly warranted quality or we have fraudulently concealed the defect.

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

Section 11 Choice of law, agreement on jurisdiction

1. The contract including these GTC shall be governed by 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 provisions in the country of the Member's habitual residence are more favourable to the Member (Article 6 Regulation
   (EC) 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 who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity; a partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.
   
   A merchant is any entrepreneur who is entered in the commercial register or who operates a commercial enterprise and has a commercially established business
   
   operation. The Member has his or her general place of jurisdiction abroad if his or her place of business is abroad.
   
   The exclusive place of jurisdiction for all disputes arising from 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 or the Member does not have a general place of jurisdiction in the Federal Republic of Germany or moves his or her place of jurisdiction abroad. As an exception to this, Memberspot is also entitled to take legal action against the Member at his/her general place of jurisdiction.

Section 12 Dispute settlement 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 Memberspot email address is info@memberspot.de

Version: December 2020

Disclaimer: German law applies exclusively. The German version of these general terms and conditions is binding. The English version is for information purposes only.