Terms and Conditions for Trainers

These General Terms and Conditions (“GTC”) shall be deemed to be an agreement between you and us and shall govern the opportunity granted to you to use our online platform (“Platform”) under a service agreement. Therefore, please read these GTC carefully and also take a look at our Privacy Policy.

1. Introduction

1.1 Uth International GmbH, In der Aue 22, 51143 Cologne, Germany, registered in the Commercial Register of the Local Court of Cologne under HRB 113744 (“Uthletix” or “we”), operates a Platform on which amateur and professional athletes (“Coaches”) may upload educational Videos (“Videos”) created under their own responsibility and at their own expense (Uthletix and the Coaches each individually the “Contracting Party” and collectively the “ContractingParties”).

1.2 The Videos shall contain training exercises of the sports practiced by the respective Coach with which the customers (“Users”) can improve their own athletic skills. The User is solely responsible for the User’s individual learning success. Neither Uthletix nor the Coach can and will guarantee that the Videos will lead to an increase in the User’s performance. 

1.3 In order to appropriately promote the Platform, the Videos and the Coaches, Uthletix may add its own editorial content to the Videos and Other Content entered and uploaded by the Coach, such as the titles of the Videos, information in the Application for Admission, their profile photo (collectively, the “Other Content”), redesign it, present it in excerpts and exercise the other rights granted under Section 7.

1.4 Users may demand the individual Videos via the Platform operated by Uthletix for viewing on their private (mobile) devices for a period of three (3) months each (the “Provision Period”) against payment of a fee determined for each Video (“Demand”). The Platform is accessed via the Uthletix website and any other services, whereby Users create an individual profile for the use of the Platform (“User Account”).

2. Scope

2.1 These GTC shall conclusively define the contractual business relationship between the Contracting Parties and shall apply to the entire contractual relationship between the Contracting Parties, unless expressly agreed otherwise by written agreement between the Contracting Parties.

2.2 The GTC apply only if the Coach is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. Entrepreneur is any natural person or legal entity or partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding the contract. With the conclusion of the contract the Coach confirms to Uthletix to use the offered services exclusively for a commercial or business purpose (as entrepreneur in the sense of § 14 BGB).

2.3 Initially, the version of the GTC valid when the Coach is admitted for the first time shall apply. Subsequently, the version of the GTC valid when the Coach uploads a Video to the Platform shall apply.

2.4 Covenants, side agreements or other changes of the contract requested by the Coach are only valid upon explicit written confirmation by Uthletix. Unless Uthletix has agreed in writing in the individual case, conflicting or deviating conditions do not apply.

2.5 The contract is concluded in German or English.

3. Admission and Conclusion of the Contract

3.1 Prerequisite for the use of the Platform by a Coach is the admission by Uthletix and the creation of an account by the Coach (“Coach Account”). The Coach has no claim to admission or use of the Platform.

3.2 In the application for admission, the Coach must, in particular, state his/her name, his/her sports and sports qualifications, an e-mail address, as well as his/her billing address, bank account details and VAT identification number. The Coach is free to upload a photo of himself/herself as a profile picture in his/her Coach Account. 

3.3 The Coach shall be responsible for ensuring that the information provided by him/her, in particular in the context of his/her application for admission pursuant to Section 3.2 are correct. He/she commits himself/herself to inform Uthletix immediately about any future changes of the given information in his/her Coach Account.

3.4 The decision to accept the application is made at the sole discretion of Uthletix. There is no right to admission.

3.5 The acceptance of the application for admission takes place by confirmation of admission, which is communicated to the Coach by e-mail. Upon acceptance of the application for admission, a service contract for an indefinite period of time is concluded between the Contracting Parties in accordance with these GTC.

3.6 Upon receipt of the confirmation of admission, the Coach Account is activated and the login data is sent. After receiving the login data, the Coach assigns his/her own login data so that they are known only to him/her personally. The Coach has the possibility to change his/her login data as often as he/she wants.

3.7 The login data are individualized and may only be used by the respective authorized Coach. The Coach is obliged to keep his/her username and password confidential and to protect them from unauthorized access by third parties. In case of suspicion of misuse by a third party, the Coach will inform Uthletix immediately and support Uthletix in the clarification of any attacks on the Platform, as far as it is possible for the Coach. In case of abuse or suspicion of abuse, Uthletix is entitled to (temporarily) block the access of the Coach to prevent further abuse. Uthletix will inform the Coach about the blocking.

3.8 Uthletix is entitled to withdraw the admission of a Coach, to block the access to the Platform and to terminate the service contract extraordinarily, if there is sufficient suspicion that the Coach has violated these GTC. The Coach can avert these measures if he/she eliminates the suspicion by presenting suitable evidence at his/her own expense.

3.9 When the Coach uploads a Video to the Platform or sends it to Uthletix via email, he/she gives the Video a title. The posting of the video in the Coach Account is then done by Uthletix.

3.10 In parallel, the Coach selects in his/her Coach Account the fee that the User pays for the Demand of the Video. When selecting the fee, the Coach can choose from the fee levels specified on the Platform. The fee levels are gross amounts that already include the applicable statutory value-added tax.

4. Services and Obligations of Uthletix

4.1 Upon sending the Coach the confirmation of admission in accordance with Section 3.5 Uthletix makes the Platform available to the Coach for use in accordance with the contract.

4.2 Uthletix undertakes to operate a functional Platform including the promised services and functionalities, to maintain, service and update it and to provide access to potential Users.

4.3 However, there is no obligation on the part of Uthletix to offer the Platform in the current form and/or for a certain period of time. A continuous availability of the Platform cannot be guaranteed, in particular with regard to necessary maintenance work or other necessary interventions in the operation of the Platform. During the performance of necessary maintenance work or other necessary interventions in the operation of the Platform, which temporarily impair the availability of the Platform, the obligations under Sections 4.1 and 4.2 are suspended. A single interruption may not continue for more than 48 hours.

5. Obligations of the Coach

5.1 The Coach is responsible for the content of the Videos, the Other Content and the use of the Coach Account. Uthletix is neither the creator of the Videos or the Other Content nor responsible for their content. The Coach is obliged to ensure that the content of the Videos, the Other Content and the use of his Coach Account

a) aim to achieve the purpose of the Platform intended by Uthletix according to Section 1.2, namely to present training exercises to the Users with which the Users can improve their own athletic skills;

b) do not contain political or religious messages;

c) do not violate any legal provisions;

d) do not violate official orders;

e) not infringe any patents, trademarks, trade names, service marks, copyrights or other intellectual property rights or proprietary rights (including domain names) or other third party rights (including rights of privacy, confidentiality and publicity);

f) are not false or misleading and do not constitute unfair competitive practices or unfair business practices; and

g) are not abusive, hateful, violent, slanderous, fraudulent or defamatory.

5.2 There is no general obligation for Uthletix to review Video content, Other Content or activities of the Coach using the Coach Account.

5.3 In the event of a violation of the provisions set forth in Section 5.1 Uthletix has the right to remove the respective Video and/or Other Content or to take other measures to stop the illegal use of the Coach Account. In addition, Uthletix is entitled – regardless of any legal rights of termination – to extraordinary termination without notice. In case of a violation of the rights set forth in Section 5.1 lit. a) and b), Uthletix will, if possible, inform the Coach about the reasons for an intended measure according to this Section 5.3 in advance and give the Coach the opportunity to comment. In any case, Uthletix will inform the Coach in the cases of Section 5.1 lit. a) and b) subsequently about the measure taken according to this Section 5.3 stating the reasons and give him/her the opportunity to comment.

5.4 The Coach will record the Videos in a quality that allows Uthletix to provide the Videos to the Users in the formats specified on the website.

5.5 The Coach guarantees Uthletix that he owns all necessary rights and licenses to provide the Videos and Other Content. The Coach further warrants that it either owns all intellectual property rights in the uploaded Videos and Other Content or, if the Videos or Other Content affect the rights of others, has the rights to make the Videos and Other Content available to third parties in accordance with the provisions of these GTC.

5.6 The Coach undertakes to refrain from all measures that endanger or disrupt the functioning of the Platform and not to access data to which he/she is not entitled. Furthermore, the Coach must ensure that the information and data transmitted via the Platform are not infected with viruses, worms, Trojan horses or other harmful content.

5.7 The Coach will indemnify Uthletix on first demand from all claims third parties may have against Uthletix due to the violation of their rights based on the Videos posted by the Coach, Other Content, other use of the Coach Account or due to the non-observance of the obligations under the above Section 5.6 by the Coach, provided that the Coach is responsible for this. In this regard, the Coach shall also bear the costs of Uthletix’s legal defense, including all court and attorneys’ fees.

6. Prices and Payment Terms

6.1 The remuneration to be paid by Uthletix to the Coach in return for the granting of the rights of use is based on the fees paid by the Users to Uthletix for each Video of the Coach demanded on the Platform. For each Demand of one of his/her Videos by a User on the Platform, the Coach shall receive as remuneration a share in the net amount of the fee paid by the User to Uthletix (i.e. the gross amount less the applicable statutory value added tax) in the amount of 80 % (in words: eighty percent) plus the applicable statutory value added tax (hereinafter referred to as „Share”).

6.2 Uthletix is entitled to offer all or individual Videos to the Users in the context of special discount actions and promotion campaigns for a lower fee than the fee set by the Coach. This does not result in a reduction of the Coach’s Share as defined in the above Section 6.1, i.e. the Coach shall in any case receive the Share calculated on the basis of the fee selected by him/her.

6.3 The payment of all entitlements for Shares received during a month in accordance with the above Section 6.1 shall be made for each month by no later than the 10th of the following month to the bank account specified by the Coach.

6.4 Uthletix will provide the Coach with a monthly statement in the Coach Account about the payment of the Shares, which will also show the number of Videos demanded by the Users.

7. Granting of Rights of Use

7.1 With the upload or by sending a Video, the Coach grants Uthletix all copyrighted rights of use, exploitation rights, licensing rights, ancillary copyrights and other rights as exclusive, irrevocable, transferable and sublicensable rights without any restriction in terms of content, time or space for the comprehensive exploitation of the Video and Other Content on the Platform, as far as the granting of the rights is necessary so that the contractually agreed purpose can be achieved both vis-à-vis the Users and vis-à-vis the Coaches and no deviating provisions arise from these GTC. The transfer of rights includes in particular the rights listed below:

a) the right to make the Video available to the Users on the Platform against payment in such a way that the Users can demand and play the Video on their private (mobile) end devices in accordance with the contractual obligations of Uthletix under the respectively applicable General Terms and Conditions for the Users;

b) the right to add its own editorial content to the Video, to reshape it, to include it in whole or in excerpts in any form known or unknown at the time of the conclusion of the contract, e.g. on the Platform, in newsletters, in advertising brochures, in e-commerce applications, in the cinema, on television and in other media, and to present, make accessible, reproduce and distribute it there as often as desired for advertising and marketing purposes to the public free of charge or against payment;

c) the right to make editorial adjustments to the Other Content, such as grammatical, linguistic, presentational and stylistic corrections, improving readability, removing redundancies, etc.;

d) the right to display and use the name, biography, images of the Coach and the business relationship with the Coach for advertising and marketing purposes in the form specified in the above Section 7.1 lit. b);

e) the synchronization right, i.e. the right to synchronize the Video and Other Content into the German and/or English language version (also by third parties), to post-synchronize it or to produce subtitles and voice-over versions;

f) the right to exploit the title assigned by the Coach to a Video in accordance with Section 3.9 to the same extent as the Video itself.

7.2 By uploading or sending a Video, the Coach confirms that he/she has not previously distributed, uploaded, published or otherwise made the Video available to the public in any other way, whether for payment or free of charge.

7.3 Uthletix will allow the Users only the private use of the Videos; the granting of commercial rights of use to the Users or to third parties is prohibited. If Uthletix becomes aware of a User's use of a Video in violation of the contract, Uthletix is obligated to take action against the use in violation of the contract, for example by issuing a warning to the User and/or making the link to the Video unusable for the User.

7.4 The Coach grants Uthletix all rights under this Section 7 also beyond the termination of the contractual relationship for a period of two (2) years. From the termination of the contractual relationship, a Demand of the Videos of the Coach by new Users is no longer possible.

7.5 In the event of a violation of the obligations of the Coach set forth in this Section 7 Uthletix is entitled to an extraordinary right of termination without notice – regardless of any statutory termination rights.

8. Warranty and Liability

8.1 Uthletix does not adopt external content as its own under any circumstances. Uthletix is not responsible for the actions of the Users and does not assume any liability for illegal or non-contractual behaviour of the Users. In particular, Uthletix is not liable for any use of the Videos and Other Content in breach of contract, such as through commercial use or publication of the Videos and Other Content, or for any trademark or copyright infringements by Users. If Uthletix becomes aware of an illegal or non-contractual use of a Video or Other Content by a User, Uthletix is obliged to take action against this with the available possibilities.

8.2 Uthletix assumes no liability for disruptions of the line network for which Uthletix is not responsible.

8.3 The liability does not extend to impairments of the contractual use of the services provided by Uthletix on the Platform, which have been caused by an improper or incorrect use by the Coach.

8.4 Insofar as the Platform offers the possibility of forwarding to databases, websites, services, etc., e.g. by setting links or hyperlinks, Uthletix is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, Uthletix is not liable for their legality, correctness of content, completeness, topicality etc.

8.5 The liability of Uthletix or a legal representative or vicarious agent for damages resulting from injury to life, body or health and under the Product Liability Act is unlimited.

8.6 Uthletix is liable for intent and gross negligence in accordance with the statutory provisions.

8.7 In other cases Uthletix is only liable in case of violation of a contractual obligation, the fulfillment of which enables the proper execution of these GTC in the first place and on the compliance of which the Coach may regularly rely (so-called cardinal obligation), and this is limited to the compensation of the foreseeable and typical damage. In all other cases the liability of Uthletix is excluded.

9. Term and Termination

9.1 The contractual relationship is concluded for an indefinite period of time and can be terminated by either Contracting Party at any time with 14 days’ notice to the end of the month without giving reasons.

9.2 The right to extraordinary termination for good cause shall remain unaffected.

9.3 Any cancellation must be made in writing or by e-mail.

9.4 Within 30 days after termination of the contractual relationship, the Coach Account will be permanently and irrevocably deleted. Uthletix is entitled to continue to make the Videos uploaded by the Coach during the contractual term and demanded by one or more Users available to the respective Users until the expiration of all current Provision Periods (the “Transition Period”). However, as of the date of termination of the contractual relationship, new Demands shall no longer be possible. After expiration of the Transition Period, the Videos will be permanently deleted from the Platform.

9.5 It is clarified that all rights of use, exploitation rights, license rights, ancillary copyrights and other rights transferred by Coach to Uthletix pursuant to this contractual relationship shall not revert to the Coach after the termination of this contractual relationship for a period of two (2) years. The Coach is not entitled to use the Videos in any way after termination of the contractual relationship for a period of two (2) years.

10. Confidentiality

10.1 “ConfidentialInformation” shall mean all information and documents of the respective other Contracting Party which are marked as confidential or which are to be regarded as confidential from the circumstances, in particular all information, documents and documentation of the Contracting Parties concerning the services, offers, license and usage rights, fees, business relations and know-how. The existence and content of these GTC shall also be confidential.

10.2 The Contracting Parties agree to maintain confidentiality with respect to Confidential Information. The Recipient shall take all reasonable measures to prevent the disclosure, dissemination or unauthorized use of Confidential Information, including at least the measures it takes to protect its own Confidential Information of a similar nature. Recipient shall not export Confidential Information in a manner that violates European Union export regulations. These obligations shall continue indefinitely after termination of the contractual relationship.

10.3 Such confidential information is exempt from the foregoing obligations,

· which were demonstrably already known to the recipient at the time the contract was concluded or subsequently become known to it from a third party, without this violating a confidentiality agreement, statutory regulations or official orders;

· which are public knowledge at the time of the conclusion of the contract or are made public thereafter, insofar as this is not based on a breach of this contract;

· which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose shall inform the other Contracting Party in advance and give it the opportunity to object to the disclosure;

· the publication of which both Contracting Parties mutually agree in writing or by e-mail.

10.4 The Contracting Parties shall disclose the confidential information only to those employees who need to know it for the implementation of these GTC and shall also oblige these employees to maintain confidentiality also for the period after their departure to the extent permitted by employment law.

10.5 All Confidential Information shall remain the exclusive property of the disclosing Contracting Party. Disclosure of Confidential Information by the disclosing Contracting Party shall not constitute an express or implied grant to the recipient of any rights in patents, copyrights, trade secrets, trademarks or other intellectual property rights of the disclosing Contracting Party.

11. Privacy

11.1 The Coach is aware that there is a risk that transmitted data can be read in the transmission path. This applies not only to the exchange of information via e-mails leaving the system, but also to the integrated messaging system and all other transmissions of data. The confidentiality of data transmitted in the course of using the Platform can therefore not be guaranteed.

11.2 Regarding personal data, please refer to Uthletix’s Privacy Policy.

12. Final Provisions

12.1 The place of performance for all obligations and services arising from these GTC is Cologne.

12.2 The law of the Federal Republic of Germany shall apply to the contracts between the Contracting Parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the law of conflicts.

12.3 Exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Cologne. Uthletix is also entitled to sue at the general place of jurisdiction of the Coach. Overriding legal provisions, in particular regarding exclusive jurisdiction, remain unaffected.

12.4 The Coach requires the prior written consent of Uthletix for an assignment of his rights from or in connection with these GTC. § 354a HGB remains unaffected.

12.5 Amendments and supplements to these GTC must be made in writing. This also applies to the amendment or cancellation of this clause.

12.6 Should one or more provisions of the GTC be or become invalid or void in whole or in part or contain a loophole, the validity of the remaining provisions of the GTC shall remain unaffected. In the event that dispositive law is not available or the application of dispositive law would lead to an unacceptable result, the invalid or void provision shall be replaced by a valid provision whose effects come as close as possible to the economic objective pursued by the Contracting Parties with the invalid or void provision. Insofar as one or more provisions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the Contracting Parties would have agreed to in accordance with the economic objectives and the purpose of these GTC if they had been aware of the loophole.