Legal – FREAK

Terms and Conditions of SPINNAX GmbH
(hereinafter “SPINNAX”)

1 Services provided by SPINNAX

1.1 Scope of services

1.1.1 Content of services

1.1.1 SPINNAX provides the customer with the agreed service in accordance with these general terms and conditions (“Terms”). SPINNAX offers a personalized subscription service for motion tracking, analytics, gaming, training, competition, and social interaction via approved devices, as well as access to various applications (“Apps”) from third parties and/or SPINNAX. Access is provided through a regularly updated, software-based user interface (“User Interface”) and includes functions for recording movements, easily exploring and playing available content, social interaction, analytics, gaming, as well as editorial and personal recommendations.

1.1.2 Adjustments and changes to the service

1.1.2.1 Minor changes to the service

SPINNAX is entitled at any time to make only minor changes to the program offering, which the customer must accept in good faith without further compensation, provided these changes are minor in relation to the overall agreed program offering and take into account the legitimate interests of both SPINNAX and the customer.

1.1.2.2 Further necessary adjustments to the service

SPINNAX reserves the right to adjust the agreed content of the service beyond 1.1.2.1 if (1) this is necessary due to the expiration of limited-term or non-culpable expiration in the case of unlimited-term license rights for contract-related functions (loss of rights), or for technical reasons not attributable to SPINNAX or its vicarious agents, and (2) this is reasonable for the customer upon a reasonable assessment of the interests of both contracting parties, and (3) the overall character of the offering is preserved because SPINNAX continues to provide the customer with essentially equivalent (“comparable”) functions and content, and (4) the adjustments become necessary due to circumstances that arise after the conclusion of the contract and were neither known nor foreseeable to SPINNAX at the time of contract conclusion.

1.1.2.3 An adjustment of the program offering is always permissible without compensation to the extent that a corresponding change was already agreed between SPINNAX and the customer at the time of contract conclusion. This applies in particular where it has been agreed with the customer that certain functions will be updated and/or replaced by SPINNAX.

1.1.3 Digital archive

The customer acknowledges that the reproduction of content/data in the smartphone’s memory, the cloud, or on another approved device is only possible in accordance with the copy protection specifications of SPINNAX and/or its licensors. SPINNAX is entitled to access stored cloud content and data and to delete them after the contractually agreed period.

1.1.4 Online storage

Where agreed, SPINNAX provides the customer with online storage capacity as part of the subscription. The subscription includes a storage capacity of 1.4 GB and an upload/download volume of 0.25 GB per month.

1.1.4.1 The functions of the packages may be used on multiple mobile devices of the subscriber, provided these devices meet the technical requirements. Usage is tied to one subscriber, is non-transferable, and limited to the subscription term. Authentication is carried out via the email address stored in the user account and a license key.

1.1.4.2 The use of a FREAK sensor on one device excludes the simultaneous use of the FREAK sensor on another device, unless otherwise agreed.

1.2 FREAK sensor

1.2.1 To use the SPINNAX service (with the exception of the internet service), the customer requires a FREAK sensor, which SPINNAX provides on loan where agreed. The customer does not acquire ownership of the FREAK sensor.

1.2.2 SPINNAX reserves the right to exchange loaned devices at any time for loaned devices with substantially identical functions or to modify their software, provided that SPINNAX’s performance obligations and the functions of the loaned device are not significantly impaired and this is reasonable for the customer taking into account SPINNAX’s legitimate interests. Legitimate interests include, in particular, functional, regulatory and/or licensing requirements and/or security-related reasons.
The customer acknowledges that software updates may result in the loss or deletion of data/content or settings that the customer has stored in the FREAK sensor or the app, or in the modification and/or loss of non-essential functions.

1.2.3 Return
The customer is obliged to return loaned devices to SPINNAX at their own cost and risk no later than within two weeks after termination of the subscription contract, unless SPINNAX is obliged to bear costs and/or risks due to statutory right-of-withdrawal provisions.

1.3 License number

1.3.1 For the use of the functions associated with the respective subscription, SPINNAX sends the customer a license number. It is valid for the duration of the subscription. This license number entitles the customer only to use the functions agreed with the subscription by means of the FREAK sensor specified and approved at the time of contract conclusion.

1.4 Scope of use

1.4.1 Authorized use

The customer is authorized to use the agreed service content exclusively for private purposes. Unless otherwise agreed or permitted by law, use is restricted to the user specified in the contract. This also applies in cases where the customer is contractually permitted to use the functions via app (e.g., SPINNAX FREAK App) on additional devices.
Unless permitted by law, the customer may not use online functions outside SPINNAX’s official distribution area. Under the Regulation of the European Parliament and of the Council on ensuring cross-border portability in the internal market, customers may access and use SPINNAX online functions while temporarily staying in another EU Member State.

1.4.2 Unauthorized use

Use is permitted only with FREAK sensors approved by SPINNAX and software approved by SPINNAX. Any other form of use constitutes a violation of these Terms and will be pursued civilly and criminally as unauthorized use. The simultaneous use of multiple FREAK sensors with only one license number is prohibited unless otherwise contractually agreed with SPINNAX.

2 Customer cooperation obligations

2.1 Prerequisites for using the functions

The customer is responsible for providing a digital connection (internet connection) corresponding to the current state of the art, sufficient bandwidth, and sufficient data volume to use SPINNAX’s functional offering. The devices used (e.g., smartphones) must support error-free communication between the FREAK sensor and the device via Bluetooth LE version 5.2 or newer. The current version of the operating system matching the device (e.g., iOS or Android) must be installed. The customer is responsible for updates to the devices’ operating systems. Updates to the FREAK App and firmware are provided by SPINNAX. The customer is responsible for carrying out updates for the FREAK App and firmware. Non-current app versions and firmware may lead to functional restrictions. SPINNAX assumes no liability for functional restrictions due to non-current app software and/or firmware.

2.2 Youth protection

The customer is obliged to comply with youth protection regulations.

2.3 Updates

Any change to the customer’s data provided at the time of contract conclusion (in particular address, email address, and telephone number) occurring after contract conclusion must be communicated to SPINNAX without delay. The email address stored in the user account in combination with the license number and the FREAK ID entitles the user to use the contractually guaranteed functions. A change to the email address stored in the user account results in the withdrawal of usage rights. A change to the email address stored in the user account must be requested in writing, substantiated, and approved by SPINNAX. The processing time for the change depends on the service center’s workload and may vary.

3 Remuneration regulations

3.1 The fixed monthly subscription fees and other monthly payments become due and payable in advance at the beginning of the paid subscription term. Any agreed one-time payments for the subscription and/or access to additional services become due and payable at the time of contract conclusion. To the extent that payment is made by direct debit, the regulations agreed there apply insofar as they deviate.

3.2 Fees for additional services that the customer books become due and payable at the time of order. To the extent that payment is made by direct debit, the regulations agreed there apply insofar as they deviate.

3.3 Payments within the business relationship, in particular subscription fees and fees for other services, are made by automatic collection via STRIPE (credit card), PayPal, or direct debit, unless otherwise specified. Cash payment is not permitted under any circumstances. SPINNAX’s direct debit collection occurs monthly within eight business days after the respective agreed due date.

3.4 If collection fails, the customer must arrange payment of the due amounts, specifying their contract number, no later than by the end of the eighth business day after the date for which collection was agreed.

3.5 For each case of a culpably unpaid or unjustifiably recalled direct debit, SPINNAX may demand lump-sum damages in the amount of EUR 3.50 for the bank return debit fee incurred by SPINNAX.

3.6 If the customer falls into payment default, they shall pay SPINNAX lump-sum damages of EUR 1.20 per reminder.

3.7 In the cases of clauses 3.5 and 3.6, the customer remains free to prove that SPINNAX has suffered no damage or a significantly lower damage than the respective lump sum.

4 Price adjustment

4.1 SPINNAX may adjust the subscription fee agreed with the customer at its reasonable discretion in accordance with the following regulations if the total costs attributable to the subscription increase due to circumstances that arise after contract conclusion, were unforeseeable, and are not at SPINNAX’s discretion (“total cost increase”). The total costs attributable to the subscription are composed as follows (“cost elements”): fees for licenses, fees for technical services, customer service and other operating costs, general administrative costs. Any cost reductions must be taken into account by SPINNAX when calculating total costs. SPINNAX may increase the price by no more than the amount of the total cost increase and no more than once within a calendar year. SPINNAX shall inform the customer of a price increase at least eight weeks before it takes effect. In the notification of the price increase, SPINNAX shall specifically point out to the customer any right of termination, the notice period, and the consequences of a termination not received in due time.

4.2 If a price increase amounts to more than 5% of the subscription fee applicable at the time of the increase, the customer is entitled to terminate the subscription contract within four weeks after receipt of the notification of the increase, effective at the time the increase takes effect. The right of termination applies only to the product affected by the price increase. However, if the product affected by the price increase is a prerequisite for another product, termination shall also apply to that product. If the customer does not terminate or does not terminate in due time, the subscription will continue at the time stated in the notification with the new subscription fee.

4.3 Independently of regulations 4.1 to 4.2, SPINNAX is entitled, in the event of an increase in statutory value-added tax, and obliged, in the event of a decrease, to adjust the subscription fee accordingly. In this case as well, SPINNAX will inform the customer at least eight weeks before the adjustment takes effect.

5 Damages

If SPINNAX terminates the subscription extraordinarily after a corresponding warning in the event of customer breaches of performance obligations or setting a deadline for non-performance in the event of payment default or for other reasons, the customer is obliged to pay lump-sum damages in lieu of performance in the amount of the subscription fees for the remaining contractual term, less a five percent discount. The parties remain free to prove that a higher, lower, or no damage at all has occurred.

6 Protection mechanisms

All content is provided with digital rights management (DRM), which the customer must not circumvent.

7 Contract term

7.1 Conclusion of contract

7.1.1 Online and telephone

In the online ordering process, the customer submits a binding offer to conclude a subscription contract by activating the order button (“order with obligation to pay”) on the website. The contract is concluded through SPINNAX’s explicit contract confirmation. If the customer has not received such confirmation, the contract is concluded when SPINNAX begins contract performance. By telephone, the contract is concluded through the customer’s acceptance of the offer made by SPINNAX.

7.1.2 Other ordering channels

The conclusion of contracts for orders of SPINNAX products via ordering channels other than distance selling is governed by the specifications of the respective ordering process or the general legal regulations.

7.2 Start of contract

The agreed initial paid term of the subscription contract begins upon completion of the order.

7.3 Unless otherwise agreed, the respective term of the subscription contract is automatically extended for an indefinite period unless either the customer or SPINNAX terminates one month before the end of the initial term. Subsequently, the contract may be terminated by either party at any time with a notice period of one month.

7.4 If SPINNAX is no longer able to provide the customer with individual services and/or functions or packages for licensing or technical reasons, SPINNAX is entitled to terminate the subscription contract extraordinarily for the affected individual services and/or functions or packages with a notice period of 14 days.

8 Transfer to third parties

SPINNAX is entitled to transfer payment claims against the customer as well as all rights and obligations under the subscription contract to third parties without the customer’s consent. In the event of the transfer of all rights and obligations, SPINNAX shall inform the customer four weeks in advance. The customer is entitled to terminate the subscription contract effective at the time the transfer becomes effective.

9 Final provisions

SPINNAX may amend these General Terms and Conditions with a notice period of four weeks if the amendment is reasonable for the customer taking into account SPINNAX’s interests. The right to amend does not apply to essential regulations of the contractual relationship, in particular the type and scope of the agreed mutual services and the contract term. If the customer does not object to the amendment within the period set by SPINNAX, the amendment is deemed approved. SPINNAX will point out this circumstance in the amendment notification.

Support and help regarding the subscription as well as contact options at spinnax.com/support-service.

Information pursuant to § 36 of the German Consumer Dispute Resolution Act (VSBG):
SPINNAX does not participate in dispute resolution proceedings before a consumer arbitration board.

What is the Privacy Policy and what does it cover?

We at SPINNAX do not see you as a customer, but as a partner. Without you, we would not exist. Our SPINNAX universe would be without stars and therefore useless. That is why we want to create maximum transparency and explain to you what information we store and how we use and share it. So please read this privacy policy; it should comprehensively inform you. It will help you use our products optimally for your purposes.

In this privacy policy, we explain how we store, use, share, retain, and transfer information. Of course, we also inform you about your rights. We have also included links where you can find further interesting information on data protection topics.

We want you to be able to protect your privacy, and therefore show you where you can manage your data and its use.

Our privacy policy applies to all products and services released for private use. For example, the SPINNAX FREAK Basic Package, the SPINNAX FREAK Pro Package, or the freely and free-of-charge available app for iOS and Android.

What information do we store?

With the SPINNAX Apps, you can send messages, record tricks, rides, and videos, play games, compete with others, and much more. You can therefore interact with us or others in various ways. We record these interactions with our systems. These include, for example, the following interactions:

Recording records with and without camera support and contextual information such as location, time, frequency, and type.
Deriving geodata to determine location, for example to create hotspot maps. Here, places or routes are displayed where many activities take place and are therefore very attractive.
Creating VANTAMOTION views. The interactive 3D representation of your body movements and/or those of your sports equipment.
Creating posts or comments.
Content you create via our camera function is combined with camera and motion information from your smartphone. For example, zoom settings or acceleration values of the smartphone to obtain smooth data.
Messages you send or receive, including their content.
Apps and functions you use and which interactions you perform with them.
Purchases or other transactions you make, including credit card information.
The time, frequency, and duration of your interactions with our products.
Sending information to other social media applications.

How is your information shared?

Every person is different. Therefore, everyone uses our offering in their own personal way. But also the way you practice your sport, which runs, sessions, or tricks you do depends entirely on you. In addition, there are characteristics such as height, weight, skill, courage, etc. Therefore, we use the collected data to provide individual information specifically for you. To have more fun or to continuously improve yourself. Just as you want to improve, we naturally want to as well. For this reason, we use data to gain new insights into our services and thus make them even better. In our privacy policy, you will find a lot of information about how we use the available data, as well as some examples and links for further resources. We share your data, for example, with the following parties or for the following purposes:

Persons and accounts in the SPINNAX network, depending on the person or user group you have specified. Therefore, always pay attention to with whom you share information. Especially when they leave the SPINNAX network. Because public information can be seen by everyone.
Services (such as apps and websites) to which you grant access to your SPINNAX data, for example when you use services with which you send your recordings or videos to others.
Location and movement data to show you the hottest spots in your area.
Companies that offer products or services, for example when you make a purchase and provide your shipping address.
Providers and service providers with whom we cooperate as a company.
Schools, colleges, and universities, for example to find out how movements can be better recorded or what stresses your body experiences. Performance improvements and safety are very important to us.
Legal requests (for example from a court or law enforcement agency), provided they are in line with the law and our guidelines.

How to delete your information

We all change our views and opinions about things from time to time. This naturally also applies to information and data we have shared online. If you want to delete recordings or videos you have shared, tap the three dots within your record and then on “Delete”. You also have the option to delete your account at any time. If you delete your account, we will delete all your posts. Remember: This information cannot be recovered later. Information you have already shared with others and/or others have further shared does not belong to your account.

SPINNAX GmbH, Haldenhofstraße 12, 78351 Bodman-Ludwigshafen, is responsible for processing the personal data provided by the customer. SPINNAX has appointed a data protection officer who can be contacted at the above address or at datenschutz@spinnax.com.

The personal data provided by the customer as well as data on the type and frequency of their use of the services provided by SPINNAX are processed by SPINNAX and stored within the statutory retention periods (in particular according to the German Commercial Code (HGB) and Fiscal Code (AO)), insofar as this is necessary for contract fulfillment (Art. 6 Para. 1 lit. b GDPR). Contract fulfillment includes, in addition to providing the product, carrying out customer service, and billing, also the processing of this data (1) for SPINNAX’s resource and financial planning (e.g., license purchases, personnel deployment planning, server utilization) to ensure the product’s availability, and (2) to carry out technical and organizational measures to meet GDPR requirements and protect the rights of the data subject. Depending on the respective subscription, the data may be transmitted to service providers who perform services on behalf of SPINNAX (order processing, Art. 28 GDPR). If a SPINNAX service provider is located in a third country, appropriate measures (in particular the use of EU standard contractual clauses) ensure that the rights of the customer as a data subject are preserved. In addition, SPINNAX transmits the provided personal data to credit agencies (currently, for example, SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden) for the purpose of age verification.

To optimize and automate SPINNAX processes, SPINNAX uses so-called machine learning. Here, decision logics are taught to a system based on use cases, i.e., the system can learn from the past and develop statistical models based on algorithms to apply these to future, similar tasks. The legal basis for this is Art. 6 Para. 1 lit. f GDPR. SPINNAX uses machine learning, for example, to create trick detection easily and quickly. For this purpose, trick data from recordings created by users are used. A significant part of SPINNAX’s motion capture technology requires machine learning. It is an indispensable part of the system without which basic functions cannot be guaranteed. Not only SPINNAX has an interest in this (legitimate interest within the meaning of Art. 6 Para. 1 lit. f GDPR) – the customer also benefits from it by receiving ever better trick data.

If the customer and/or user does not wish to consent to the processing of their data for machine learning, no contract can be concluded between the customer and SPINNAX.

To improve the SPINNAX user experience, various functions are made available to the customer within the respective SPINNAX products used. Detailed information on which of these functions are used on the respective product and which data we process for which purposes and which legal bases apply in each case can be viewed by the customer at any time in the respective privacy policies. This may include, among other things, motion analysis of human bodies and/or sports equipment, geotracking information, personal recommendations, autoplay, the continue function, system checks, product analyses, voice command function, and usage-based advertising. If the processing is not part of fulfilling the contractually owed services, the customer can switch off the functions (if available) at any time in the SPINNAX Apps.

To enable the customer to use the SPINNAX offering as well as possible and (possibly) purchase further SPINNAX products interesting for them, SPINNAX uses address and telephone data that SPINNAX received in connection with the contract to provide the customer with information on SPINNAX products in the field of motion analysis in sports, even beyond the contract term (direct advertising). For this purpose, SPINNAX may also process further framework data from the subscription contract (in particular the length of the contractual relationship, the packages booked by the customer, the hardware used, and whether it is connected to the internet) in order to tailor advertising to the customer’s possible interests. The legal basis for this is Art. 6 Para. 1 lit. f GDPR. As a SPINNAX customer, SPINNAX will also occasionally inform the customer by electronic mail (email, SMS, social media channels) about similar SPINNAX offerings in the field of motion analysis in sports that could also be interesting for the customer (Art. 6 Para. 1 lit. f GDPR). The customer receives this information based on statutory permission in § 7 Para. 3 UWG (German Act Against Unfair Competition). SPINNAX uses the email address and/or telephone number provided by the customer within the contractual relationship for this purpose. The customer may object at any time, also partially, to the above-described use of data for direct advertising purposes, effective for the future, without incurring any costs other than transmission costs.

If the customer has given their consent to the use of their data for analysis, marketing, and opinion research purposes, SPINNAX may also process usage data incurred within contract fulfillment (e.g., data on skateboarding behavior, data on frequently used functions) for these purposes. Settings for the product and the underlying data processing, except for system-inherent data necessary for product functions, can be changed at any time.

The customer has the right to request free information about the personal data stored about them by SPINNAX (Art. 15 GDPR). The customer also has the right to request correction, deletion, or restriction of the processing of their personal data (Art. 16–18 GDPR) as well as the right to receive the relevant data in a structured, common, and machine-readable format (right to data portability, Art. 20 GDPR). The customer may object at any time within the statutory provisions to data processing that is necessary to safeguard the legitimate interests of SPINNAX or a third party or that is carried out for direct advertising purposes (Art. 21 GDPR). Corresponding requests can be sent by the customer to the above address or to datenschutz@spinnax.com. If the customer believes that the processing of their personal data by SPINNAX contradicts applicable legal provisions, they may also contact a supervisory authority.

Further information on data protection at SPINNAX can be found in the current version in the Data Protection section on the website at www.spinnax.com or on the websites of the respective SPINNAX products (e.g., https://spinnax.com/shop) as well as under Data Protection in the SPINNAX Apps.