EU Terms and Conditions Addendum

This Addendum applies exclusively to business-to-business (B2B) transactions between SpiralXO and its customers. SpiralXO does not offer services to individual consumers or to organizations whose European users include individuals under the age of 18. By accepting this Addendum, your organization confirms it is entering into a commercial contract as a registered business entity, not as a consumer. Where your organization uses the Finance & Fundraising Module to accept payments from individuals, those individuals contract with your organization, not with SpiralXO, as described in Section 4.

1. Scope and Purpose of This Addendum

This EU Terms and Conditions Addendum (“Addendum”) has been prepared to address the requirements of European Union law as they apply to SpiralXO's B2B commercial relationships with customers in the EEA, UK, and Switzerland. It reflects the following specific legal considerations:

• Certain provisions of SpiralXO's global Terms and Conditions — including mandatory arbitration and certain warranty disclaimers — are not enforceable under EU law in their current form and are replaced by this Addendum for EU customers.
• Mandatory provisions of applicable EU member state law apply to B2B contracts regardless of a choice-of-law clause, and this Addendum acknowledges and gives effect to those provisions.
• SpiralXO's European operations are exclusively B2B, with all users being adults aged 18 or older. This Addendum makes that restriction explicit and creates a contractual warranty framework to support it.
• Where a European customer uses the Finance & Fundraising Module to collect donations, sponsorships, or Player Dues from donors, parents, and other individuals, those individuals may be consumers. This Addendum makes clear that the customer, not SpiralXO, is the trader in those transactions and is responsible for the consumer-protection and tax obligations that arise from them.

Sections of the Main Terms this Addendum modifies or supplements: Section 2 (Who Can Use SpiralXO), Section 9 (Finance & Fundraising Module), Section 13 (Subscription Payments, Refunds, and Billing), Section 15 (Disclaimers and Limitations), Section 18 (Dispute Resolution and Arbitration), and Section 19 (General Legal Terms).

2. EU Eligibility and Organizational Warranty

Supplements and partially supersedes Section 2 of the Main Terms.

2.1 EU-Specific Eligibility Requirements

Access to SpiralXO in the EEA, UK, and Switzerland is subject to the following requirements, which apply in addition to the general eligibility requirements in Section 2 of the Main Terms:

• Business entity only: Only registered business entities — including sports clubs, schools, academies, federations, and other legally constituted organizations — may purchase and use SpiralXO in the EU. Purchases by natural persons acting as consumers are not permitted.
• Adult users only (18+): All platform users within a European customer's organization must be 18 years of age or older. The minimum age restriction of 13 set out in the Main Terms does not apply to European customers; the applicable minimum age is 18. This requirement also applies to every player whose information is recorded in the Strength & Conditioning Module, displayed on a Give Page or Player Fundraising Page, or entered as a player record without an account for the purpose of Player Dues.
• VAT registration: European customers are required to hold a valid VAT identification number issued by an EU member state, the UK, or Switzerland. Customers must provide this number at the point of purchase and keep it accurate for the duration of the subscription.

2.2 Organizational Warranty

By entering into a SpiralXO subscription as a European customer, your organization makes the following warranties to SpiralXO, which are given at the time of purchase and renewed at each subscription renewal:

• Your organization is a legally constituted business entity, not a natural person acting as a consumer.
• Your organization holds a valid, current VAT identification number and has provided accurate VAT registration details to SpiralXO.
• All individuals who will access SpiralXO under your organization's account, and every player whose information your organization records or publishes through SpiralXO, are, and will remain throughout the subscription period, 18 years of age or older.
• Your organization has verified the age of all users before granting them platform access and will continue to do so for any users added during the subscription term.
• Your authorized representative accepting these terms has the legal authority to bind your organization to this Addendum and the Main Terms.

SpiralXO relies on these warranties to determine eligibility and to establish the B2B nature of the transaction. Breach of any warranty entitles SpiralXO to suspend or terminate the subscription immediately without refund.

2.3 Implementation at Onboarding

In addition to this Addendum, the organizational warranty in Section 2.2 is actively confirmed at onboarding:

At onboarding: European customers complete SpiralXO's onboarding form, which includes a confirmation that all platform users will be 18 years of age or older.

3. Subscription Payments, Refunds, and Billing

Supplements and partially supersedes Section 13 of the Main Terms.

This Section applies only to subscription fees paid by a European customer to SpiralXO. Payments collected by a customer through the Finance & Fundraising Module are governed by Section 4 of this Addendum.

3.1 B2B Commercial Transaction

All SpiralXO subscriptions sold to European customers are B2B commercial transactions entered into between two business entities. The EU Consumer Rights Directive (2011/83/EU) and the national laws implementing it, including the German Widerrufsrecht (right of withdrawal under §312g BGB), do not apply to contracts concluded between businesses.

By confirming their B2B status and organizational warranty under Section 2, European customers acknowledge and agree that:

• They are purchasing SpiralXO as a business entity and not as a consumer within the meaning of applicable EU consumer protection law.
• The 14-day consumer right of withdrawal does not apply to this transaction.
• The no-refund policy set out in Section 13 of the Main Terms governs this agreement, subject to the exceptions stated in Section 3.2 of this Addendum.

3.2 Mandatory Exceptions Under Applicable Law

The no-refund policy in Section 13 of the Main Terms is maintained for EU B2B customers, subject to the following mandatory exceptions that cannot be excluded by contract under applicable EU or German law:

• Material breach by SpiralXO: Where SpiralXO commits a material breach of its contractual obligations that is not remedied within a reasonable time following written notice, the affected customer may be entitled to a proportionate refund or credit for the period of non-performance. This does not apply to temporary outages, minor defects, or service interruptions.
• Statutory rights under applicable law: Nothing in the Main Terms or this Addendum limits or excludes rights that cannot be excluded by contract under the applicable law of the customer's jurisdiction.
• Agreed written exceptions: Refunds agreed in a separate written contract with a school district or other public educational institution will be honoured, as stated in Section 13 of the Main Terms.

3.3 VAT and Invoicing

SpiralXO sells exclusively to VAT-registered business entities in the EU. All subscriptions are sold on a reverse charge basis pursuant to Article 196 of Council Directive 2006/112/EC. SpiralXO does not charge VAT on subscriptions issued to EU customers holding a valid VAT identification number.

Invoices issued to European customers will:

• Reference the customer's verified VAT identification number.
• State that VAT is reverse charged to the recipient.
• Be denominated in US dollars unless otherwise agreed in writing.

Customers are responsible for accounting for and remitting any applicable VAT under the reverse charge mechanism in accordance with the law of their jurisdiction.

4. Finance & Fundraising Module in the EU

Supplements Section 9 of the Main Terms.

European customers may use the Finance & Fundraising Module on the terms of Section 9 of the Main Terms as modified by this Section.

4.1 The Customer Is the Trader

When a European customer collects a donation, sponsorship, Player Dues payment, or recurring payment through the Finance & Fundraising Module, the contract for that payment is between the customer and the Payer. The customer is the seller, trader, and merchant of record for every such payment. SpiralXO is not a party to that contract, does not supply any goods or services to the Payer, and acts only as the customer's technology provider. Payments are charged directly to the customer's Connected Stripe Account, and SpiralXO never holds the funds.

4.2 Consumer Protection Obligations

Payers in the EEA, UK, and Switzerland may be consumers. The customer is solely responsible for complying with all consumer-protection law that applies to its transactions with Payers, including, where applicable:

• Pre-contractual and confirmation information requirements, including identifying the customer as the trader and providing its legal name, address, and contact details on its Give Page and payment pages
• Any statutory right of withdrawal, including under Directive 2011/83/EU and §§312g and 355 BGB, for Player Dues, memberships, recurring payments, sponsorship packages, or any other payment to which such a right applies, and giving Payers the required withdrawal information
• Refunds, cancellations, and complaints, which must be handled by the customer in accordance with mandatory law; the provisions of Section 9 of the Main Terms that leave refund decisions to the customer are subject to any refund or withdrawal right a Payer has under that law
• Rules on subscription traps, automatic renewal, and cancellation of recurring payments, including any requirement to offer an online cancellation function
• Any national rules on charitable fundraising, collections, raffles, and the issuance of donation receipts (such as a Zuwendungsbestätigung in Germany)

The Finance & Fundraising Module provides tools that may assist the customer, but SpiralXO does not determine whether any consumer right applies to a given payment and does not guarantee that the module's default settings, page content, or checkout flow satisfy every requirement in every jurisdiction. The customer is responsible for configuring its Give Page and payment terms accordingly and for providing any additional information or terms that its local law requires.

4.3 VAT and Taxes on Payments Collected by the Customer

The customer is solely responsible for determining and accounting for any VAT, sales tax, or other tax that applies to the payments it collects through the Finance & Fundraising Module, including donations, sponsorships (which may constitute a taxable supply of advertising or promotional services), Player Dues, and memberships. This includes determining whether a payment is subject to VAT, at what rate, whether an exemption applies (for example, for non-profit sports clubs or charitable organizations), charging VAT where required, issuing any VAT invoices or receipts required by law, and filing and paying VAT to the relevant authorities.

SpiralXO does not calculate, charge, collect, remit, or report VAT or any other tax on payments collected by the customer, and the amounts displayed on a Give Page or payment page are the amounts the customer chooses to charge. Where the customer is required to charge VAT, it must ensure that its prices and any invoice or receipt it issues comply with applicable law.

4.4 VAT on SpiralXO's Platform Fee

The Platform Fee described in Section 9 of the Main Terms is consideration for a service supplied by SpiralXO to the customer as a business, not to the Payer. For European customers holding a valid VAT identification number, the Platform Fee is supplied on a reverse charge basis pursuant to Article 196 of Council Directive 2006/112/EC (and equivalent UK and Swiss rules), and the customer is responsible for self-accounting for any VAT due on it. SpiralXO will make a statement of Platform Fees charged available to the customer, referencing the customer's VAT identification number and stating that VAT is reverse charged to the recipient. Section 3.3 of this Addendum applies to Platform Fees as it applies to subscription fees.

4.5 Changes to the Platform Fee

Section 9 of the Main Terms permits SpiralXO to change Platform Fee rates. For European customers, any change:

• Applies only to campaigns published, and Player Dues created, after the new rate is shown in the customer's Finance section, and never to a campaign already published
• Will be shown in the customer's Finance section before it applies to any new campaign or Player Dues
• Gives the customer the right to stop using the Finance & Fundraising Module at any time, without charge or penalty, if it does not accept the new rate

Where mandatory law of the customer's jurisdiction requires additional advance notice of a price change, SpiralXO will give that notice.

4.6 Connected Stripe Account

A European customer's Connected Stripe Account must be opened in a country in which Stripe offers its services and in the customer's own legal name. The customer is responsible for complying with Stripe's terms, including identity verification, strong customer authentication, and any requirements arising under the Payment Services Directive (EU) 2015/2366 or equivalent UK and Swiss rules. Payments are processed in the currency supported by the customer's Connected Stripe Account.

4.7 Data Protection

The customer is the Data Controller of the personal data of its Payers, as described in the EU Privacy Policy Addendum, and is responsible for providing Payers with the information required by Articles 13 and 14 of the GDPR.

4.8 Indemnity

The customer's indemnity obligations under Section 16 of the Main Terms extend to any claim, fine, penalty, assessment, or loss arising from the customer's failure to comply with Sections 4.2 and 4.3 of this Addendum, including any claim brought against SpiralXO by a Payer or by a consumer-protection or tax authority, subject to applicable mandatory law.

5. Warranties and Limitation of Liability

Supplements and partially supersedes Section 15 of the Main Terms.

5.1 Warranty Disclaimers — B2B Context

The warranty disclaimers in Section 15 of the Main Terms apply to EU B2B customers, subject to the modifications in this Section 5. SpiralXO is provided “as is” and “as available” and SpiralXO does not warrant that the platform will be uninterrupted, error-free, or meet any particular standard of performance.

For EU customers, the disclaimer of implied warranties of merchantability and fitness for a particular purpose is recognized to the fullest extent permitted under applicable EU and German law. Where Section 307 of the German Civil Code (BGB) or equivalent provisions of applicable EU member state law would render a specific disclaimer unenforceable as unreasonably disadvantageous to the other party, that disclaimer shall be modified to the minimum extent necessary to be enforceable rather than void.

5.2 Mandatory Carve-Outs — Gross Negligence and Wilful Misconduct

Notwithstanding the limitation of liability in Section 15 of the Main Terms and any other provision of this Addendum or the Main Terms, SpiralXO does not exclude or limit its liability for:

• Wilful misconduct (Vorsatz): Liability for damage caused intentionally by SpiralXO, its officers, employees, or agents is not limited or excluded.
• Gross negligence (grobe Fahrlässigkeit): Liability for damage caused by grossly negligent conduct of SpiralXO, its officers, employees, or agents is not limited or excluded.
• Personal injury and death: Liability for personal injury or death caused by SpiralXO's negligence is not limited or excluded.
• Mandatory statutory liability: Any liability that cannot be excluded or limited under the applicable law of the customer's jurisdiction is preserved.

This section reflects the requirements of §276 BGB (German Civil Code) and equivalent provisions under applicable EU member state law. These carve-outs apply in addition to the exceptions already stated in Section 15 of the Main Terms, and they prevail over every exclusion in Section 15 of the Main Terms for European customers, including the exclusions relating to the Strength & Conditioning Module and the Finance & Fundraising Module. For clarity, the exclusion of liability for injury arising from training conducted using the Strength & Conditioning Module does not exclude SpiralXO's liability for personal injury or death caused by SpiralXO's own negligence; it continues to exclude liability for injury arising from the customer's own training decisions, programming, supervision, and conduct of sessions.

5.3 Liability Cap — Application to EU Customers

The liability cap in Section 15 of the Main Terms (limited to amounts paid in the 12 months preceding the claim, or $100 if nothing was paid) applies to EU B2B customers for claims not falling within the mandatory carve-outs in Section 5.2, subject to the requirement under §307 BGB that such a cap not be so low as to unreasonably disadvantage the customer in the context of the overall commercial relationship.

For EU customers who have paid subscription fees or Platform Fees, the liability cap will always be calculated based on the actual subscription fees and Platform Fees paid to SpiralXO in the 12 months preceding the claim and will not fall below the greater of those fees or €100. Amounts paid by Payers to the customer through the Finance & Fundraising Module are not fees paid to SpiralXO.

6. Dispute Resolution and Governing Law

Supersedes Section 18 of the Main Terms in its entirety for EU customers.

6.1 Section 18 of the Main Terms Does Not Apply to EU Customers

The mandatory binding arbitration clause, jury trial waiver, class action waiver, and AAA arbitration procedures set out in Section 18 of the Main Terms do not apply to customers located in the EEA, UK, or Switzerland. For EU customers, dispute resolution is governed exclusively by this Section 6.

6.2 Informal Negotiation

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Addendum, the Main Terms, or the use of SpiralXO through good-faith informal negotiation.

The party raising a dispute must notify the other party in writing at legal@spiralxo.com, describing the nature of the dispute and the resolution sought. The parties will then engage in good-faith negotiations for a period of 30 days from the date of that notice (“Negotiation Period”). Either party may extend the Negotiation Period by mutual written agreement.

6.3 Governing Law

This Addendum and the Main Terms, as they apply to EU customers, are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law principles.

Notwithstanding the foregoing, the mandatory provisions of the law of the customer's jurisdiction that cannot be excluded or varied by contract — including mandatory provisions of EU law and the national law of the customer's EU member state — continue to apply to the extent required by law and are not displaced by this choice of Wyoming governing law.

6.4 Jurisdiction and Courts

If the parties are unable to resolve a dispute through informal negotiation within the Negotiation Period, either party may bring proceedings before a court of competent jurisdiction. The following courts have jurisdiction over disputes arising from this Addendum and the Main Terms as they apply to EU customers:

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction where necessary to prevent imminent harm.

This Section 6 governs disputes between SpiralXO and its customers only. Disputes between a customer and a Payer are a matter between those parties and are not governed by the Main Terms or this Addendum.

6.5 No Class Proceedings

Each party agrees to bring any claim against the other only in its individual capacity. Nothing in this Addendum creates any right to bring collective, representative, or consolidated proceedings, except where such proceedings are expressly permitted under the mandatory law of the customer's jurisdiction.

7. Relationship to Main Terms and General Provisions

7.1 Order of Precedence

In the event of any conflict between this Addendum and the Main Terms, this Addendum prevails for EU customers. In the event of any conflict between this Addendum and mandatory applicable EU or member state law, the applicable law prevails.

7.2 Provisions of the Main Terms That Continue to Apply

All provisions of the Main Terms not addressed or overridden by this Addendum continue to apply to EU customers without modification, including but not limited to:

7.3 Entire Agreement

This Addendum, together with the Main Terms and the EU Privacy Policy Addendum, constitutes the entire agreement between SpiralXO and EU customers regarding the platform and supersedes all prior representations, discussions, or agreements relating to the subject matter hereof.

7.4 Severability

If any provision of this Addendum is found to be unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from this Addendum, and the remaining provisions shall continue in full force and effect.

7.5 Updates to This Addendum

SpiralXO may update this Addendum from time to time to reflect changes in applicable law, our services, or our operating context. Material changes will be notified via email or platform notice with at least 14 days' advance notice. Continued use of SpiralXO after the effective date of a change constitutes acceptance of the updated Addendum.

8. Contact Us

For questions about this Addendum, to exercise rights under it, or for any EU-specific legal enquiries: