Terms and Conditions

Last updated: 2026-04-27

1. Introduction and acceptance

These Terms and Conditions (the "Terms") govern the access to and use of the Clubtrack platform and related services (the "Services") provided by Clubtrack, Inc. ("Clubtrack", "we", "our", "us"), a company incorporated in Delaware, United States, with registered office at 131 Continental Dr, Suite 305, Newark, DE 19713.

These Terms form a binding agreement between Clubtrack and the organisation that registers for the Services (the "Customer").

1.1 Two-moment acceptance model

Clubtrack is provided as a SaaS platform with permanent non-subscribed access and optional paid plans. Acceptance of these Terms occurs at two distinct moments:

• (a) At registration. When the Customer creates a Clubtrack account, the Customer accepts these Terms, the Privacy Policy, the DPA, the Subprocessor List and the Cookie Policy.

• (b) At paid subscription. When the Customer subscribes to a paid plan, the Customer re-accepts the same documents in the version then in force, together with the pricing and plan terms then displayed inside the platform.

1.2 Acceptance log

Each acceptance is recorded by Clubtrack with: user_id, tenant_id, document hashes, document versions, timestamp, IP address and user-agent. The Customer may request a copy of its own acceptance log at support@clubtrack.io.

1.3 Material changes and re-acceptance

Clubtrack may update these Terms, or any of the documents referenced in §1.1, at any time. The version in force is the one published at https://www.clubtrack.io/terms. Material changes will be notified to Authorized Users solely by email; no other notice channel (in-app banner, postal mail, advance window) is provided. Notification is contemporaneous with the change taking effect, or as soon as practicable after it goes live.

Authorized Users who do not accept the new conditions must reject them by cancelling the paid subscription and closing the account through the self-service controls described in Terms §10.1 and §10.3, which terminates the contract and stops further processing in accordance with §10.3(b).

Any other behaviour constitutes acceptance of the new conditions. In particular, the absence of a response, continued use of the Services after the change takes effect, and the automatic renewal of the subscription cycle each operate as an unequivocal acceptance of the updated document.

Consistent with the foregoing, where the Customer continues to use paid features after the change takes effect — itself an act of acceptance — re-acceptance is also recorded at the next subscription renewal or plan change. If the Customer instead chooses to reject the new version by cancelling the subscription and closing the account, the current paid cycle finishes under the previous version and no further renewal occurs.

Customers established in the European Economic Area, the United Kingdom or Switzerland are additionally subject to the EU Customer Addendum, which prevails over any conflicting provision of these Terms.

2. Definitions

• "Services": the Clubtrack SaaS platform, APIs, dashboards, data warehouse, connectors, communication tools (including Mautic-based email marketing) and related documentation.

• "Customer": the legal entity accepting these Terms.

• "Authorised User": a natural person authorised by the Customer to access the Services.

• "Customer Data": all data uploaded to, generated through, or processed by the Services on behalf of the Customer, including personal data of End Users.

• "End User": natural persons whose data is processed through the Services (fans, members, ticket buyers, customers of the Customer).

• "DPA": the Data Processing Addendum.

• "Documentation": the technical documentation available at docs.clubtrack.io.

• "Subscription Term": the period for which the Customer has contracted the Services.

3. Acceptance and eligibility

The Services are for business use only. By accepting these Terms, the person accepting represents that (i) they have the authority to bind the Customer, (ii) the Customer is a legal entity duly incorporated, and (iii) the Customer is not prohibited from using the Services under applicable law.

4. The Services

4.1 Scope

Clubtrack provides:

• Tools for centralised management of End User data from different systems (ticketing, e-commerce, membership platforms, custom sources).

• Customisable dashboards and analytics.

• Segmentation, Fan Score, RFM segmentation and any future predictive modelling features.

• Communication tools based on self-hosted Mautic for campaign activation (available in Pro and higher plans), subject to the Customer's compliance with applicable marketing laws.

4.2 Service modalities

Clubtrack offers the Services under two modalities:

(a) Clubtrack Cloud (recommended). Clubtrack hosts, operates and maintains the entire Services, including the underlying data warehouse, in AWS EU regions (Ireland / Frankfurt). Clubtrack is responsible for the security, performance, maintenance and backups of its infrastructure in accordance with Annex II of the DPA. The performance and availability commitment is set out in §8.7.

(b) Self-hosted data warehouse. The Customer deploys the underlying data warehouse database on its own infrastructure. In this modality, the Customer is responsible for installation, maintenance, performance, data integrity and backups of the self-hosted warehouse. Clubtrack remains responsible, as software provider and Processor, for:

• The security of the Clubtrack software itself (patches, vulnerability management, secure development).

• Assistance in incident response where the root cause relates to the Clubtrack software.

• All obligations under the DPA that do not depend on the physical infrastructure.

Clubtrack does not assume responsibility for damages, data loss or performance issues caused by the Customer's infrastructure or configuration in self-hosted mode.

Termination and access revocation. Upon Customer-initiated account closure, Clubtrack-initiated closure under §10.2, or dormancy-driven closure under §10.5, Clubtrack revokes its access to the self-hosted warehouse immediately — the active database connection is closed, the encrypted warehouse credentials held on the tenant configuration are zeroed out, and no further read or write is performed by Clubtrack against the self-hosted warehouse. Clubtrack does not delete the data stored on the self-hosted warehouse; that data remains on the Customer's infrastructure under the Customer's exclusive control and responsibility.

Backups. Clubtrack does not create, store or manage backups of the self-hosted warehouse. Backup creation, retention scheduling, encryption-at-rest of backups, off-site replication, restore testing and the lifecycle of any such backups are the Customer's sole responsibility. The 30-day backup-expiry window referenced in §10.3(b) and in DPA §I applies only to data stored on Clubtrack-managed infrastructure.

4.3 Beta features

Features labelled "beta", "preview" or "experimental" are provided "as is" without warranty and may be modified or discontinued at any time.

5. Customer obligations

The Customer agrees to:

• Provide accurate, complete and updated registration information.

• Keep credentials confidential and be responsible for all activity under its account.

• Ensure that it has a valid legal basis under applicable data protection laws for all processing it instructs Clubtrack to perform, including lawful collection of opt-in consent where required for marketing communications.

• Comply with applicable laws including the GDPR, LOPDGDD, LSSI-CE, ePrivacy, CAN-SPAM, CCPA, CASL and all other applicable anti-spam and data protection laws.

• Implement appropriate age verification and parental consent mechanisms when processing data of minors (including youth categories in sports clubs).

• Not upload special categories of data (Article 9 GDPR) unless it has a valid legal basis and has informed Clubtrack in writing.

• Not use the Services in a way that could damage, disable, overburden or impair them, or interfere with other users.

• Not attempt to gain unauthorised access, reverse-engineer, decompile or copy the Services except to the extent expressly permitted by applicable law.

• Not use the Services to send spam, phishing, deceptive or unlawful content.

5.1 Third-party integrations

The Customer may connect the Services to third-party platforms (Shopify, ticketing systems, CRMs, etc.) by providing credentials (API keys, OAuth tokens). The Customer is responsible for:

• Providing and maintaining valid credentials.

• Ensuring that its agreements with those third parties permit the integration.

• Complying with the applicable terms of those third-party platforms.

Clubtrack stores credentials encrypted at rest (AES-256) and uses them solely for the authorised integration. Customers can revoke credentials at any time.

5.2 Third-party data via integrations

The Customer may push data into the Services from third-party source systems (e.g. Shopify, Mailchimp, ticketing platforms, internal CRMs). The Customer warrants that it has a valid legal basis under applicable data-protection law for the collection of that data in the source system, that any required consents (including marketing and special-category consents) were obtained at the source, and that the Customer is responsible for the lawfulness, accuracy and freshness of the data ingested. Clubtrack's role with respect to that data is limited to mirroring and processing it under the DPA; see in particular DPA Clause 4.13 (Consent collection responsibility) and Clause 4.5 (assistance with Data Subject Rights).

6. Data protection

6.1 Allocation of roles

In relation to End User personal data, the Customer is the Controller and Clubtrack is the Processor. Processing is governed by the DPA, which is incorporated by reference into these Terms. In case of conflict between these Terms and the DPA regarding personal data matters, the DPA prevails.

6.2 Clubtrack's own processing

In parallel, Clubtrack acts as independent Controller for a limited set of processing activities related to account administration, billing, security and marketing of its own services. These are described in the Privacy Policy.

6.3 DPA execution

By accepting these Terms at registration and again at paid subscription as set out in §1.1, the Customer is deemed to have entered into the Data Processing Addendum in the version in force at each acceptance moment. A signed copy can be requested at support@clubtrack.io.

7. Intellectual property

7.1 Clubtrack IP

Clubtrack and its licensors own all intellectual property rights in and to the Services, including software, design, trademarks, documentation and proprietary databases (structural and algorithmic components). The Customer receives a limited, non-exclusive, non-transferable, revocable licence to use the Services during the Subscription Term, solely for its internal business purposes.

7.2 Customer Data

All Customer Data remains the property of the Customer. The Customer grants Clubtrack a limited, non-exclusive, worldwide licence to host, copy, transmit, display and process the Customer Data solely as needed to provide the Services and in accordance with the DPA.

7.3 Aggregated and anonymised data

Clubtrack may create fully and irreversibly anonymised data from usage of the Services (anonymisation meeting the standard of EDPB Opinion 05/2014) for the purposes of improving the Services, benchmarking and research. Such anonymised data does not identify any Customer, Authorised User or End User and is no longer personal data.

7.4 Feedback

If the Customer provides feedback, suggestions or ideas about the Services, Clubtrack may use them without restriction and without compensation, provided no confidential or personal data of the Customer is included.

8. Fees and payment

8.1 Pricing

The Services are provided on a subscription basis. Prices and plan features are defined on the in-product pricing page inside the Clubtrack platform, while billing cycles, subscription management and payment methods are operated through the Stripe Customer Portal accessible from within the ClubTrack platform, rather than in this contract, so that the Customer can review and act on them at any time. For Enterprise customers, an order form may be used; in that case the order form prevails over the in-product pricing in accordance with §15.7.

Pricing or feature changes are notified to the Customer 30 days in advance through the platform and by email. Such changes require Customer acceptance to take effect at the next cycle. Without acceptance:

• The current cycle finishes under the previous price and feature set.

• At renewal, the Customer either accepts the new pricing or the subscription ends and the account becomes non-subscribed in accordance with §8.4 and §10.1.

Billing, subscription management and payment method storage are operated by Stripe Payments Europe Ltd., our payments sub-processor (see Subprocessor List). The Stripe Customer Portal is made available to the Customer from within the ClubTrack platform. ClubTrack reflects the subscription state in its systems based on event notifications received from Stripe.

8.2 Payment

Fees are payable in advance, in the currency and via the method indicated at checkout. Stripe, Inc. acts as independent payment processor for card payments; Clubtrack does not store card details.

8.3 Taxes

Fees are exclusive of VAT and any other applicable taxes, which will be added where required.

8.4 Late or failed payment

If a renewal payment fails or is not made on time, the paid subscription automatically terminates at the end of the then-current cycle and the account becomes non-subscribed.

There is no service suspension, no account closure, and no data deletion as a consequence of a failed renewal payment. Paid-tier features simply stop being available; the account remains accessible without a subscription. The Customer may resume any paid plan at any time by completing payment via the Stripe Customer Portal accessible from within the ClubTrack platform.

Because fees are charged in advance via Stripe and access to paid-tier features simply stops when the subscription becomes non-subscribed, no balance is carried over between cycles and no late-payment interest is charged.

8.5 Non-subscribed access and no-lock-in promise

Clubtrack is a SaaS platform where access without a paid subscription is permanent. Registration does not require a paid subscription. The Customer may at any time:

• Maintain a non-subscribed account indefinitely, subject to the dormancy rules in §10.5.

• Subscribe to any paid plan available in the platform (monthly, yearly, or any other cycle published in the in-product pricing page).

• Upgrade, downgrade, cancel or close the account at any time, with or without an active subscription.

Subscription, plan changes (upgrade or downgrade) and cancellation are operated through the Stripe Customer Portal made available from within the ClubTrack platform.

No permanency, no minimum commitment, no lock-in. Cancelling a subscription only ends the current paid cycle. The account, the Customer Data and non-subscribed access remain available to the Customer.

8.6 Refunds

Fees paid are non-refundable except where required by mandatory law or expressly agreed. EU Customers retain any statutory rights (see EU Addendum).

8.7 Service Level Agreement (SLA)

8.7.1 Uptime target. Clubtrack commits to a monthly uptime of 99.5%, measured calendar-month over calendar-month in UTC. "Uptime" is the percentage of minutes in the calendar month during which the Clubtrack platform's authenticated dashboard and authenticated API are reachable from the public internet and serve at least one successful HTTP 2xx response on a synthetic health check that runs at least every 5 minutes.

8.7.2 Exclusions. The following do not count as downtime: (i) pre-announced scheduled maintenance windows posted to the status page or notified by email at least 48 hours in advance; (ii) emergency maintenance required to remediate a security incident; (iii) any unavailability caused by the Customer's act, omission or non-conforming integration; (iv) force majeure events as defined in §15.4; (v) failure of any Sub-processor outside Clubtrack's control where Clubtrack has acted with commercially reasonable diligence (e.g. an AWS regional outage); (vi) third-party network or DNS provider failures upstream of Clubtrack's infrastructure.

8.7.3 Service credits. When the SLA is missed in a given calendar month, the Customer is entitled to pro-rata service credits (no cash refund) applied automatically to the next monthly invoice on the following ladder:

• 99.5% > Uptime ≥ 99.0% — 10% of that month's subscription fee.

• 99.0% > Uptime ≥ 98.0% — 25% of that month's subscription fee.

• Uptime < 98.0% — 50% of that month's subscription fee, and the Customer may terminate the affected paid subscription with effect at the end of that calendar month, with no penalty and pro-rata refund of any pre-paid fees for unused future periods.

Service credits in any single month are capped at 50% of that month's subscription fee. Service credits are the Customer's sole and exclusive remedy for SLA breaches; no other compensation, damages or refunds apply.

8.7.4 Request procedure. Service credits are not automatic on the Customer's part. The Customer must submit a written claim to support@clubtrack.io within 30 days of the end of the affected calendar month, citing the affected dates and any internal evidence. Clubtrack validates the claim against its synthetic-health-check telemetry and applies the credit on the next Stripe-issued invoice.

8.7.5 Disaster-recovery posture. The metrics underlying this SLA align with the disaster-recovery posture set out in DPA Annex II §10: Recovery Point Objective (RPO) of 24 hours and Recovery Time Objective (RTO) of 4 hours.

8.7.6 Status communication. A public status page at clubtrack.io/trust is on the product roadmap. Until that status page is live, incident updates are communicated by email to the Customer's nominated incident contact and, when applicable, through in-product banners.

9. Confidentiality

Each party will keep confidential the non-public information of the other party disclosed in connection with the Services and use it only for the purposes of the agreement, applying at least the same level of protection as for its own confidential information and in any case no less than a reasonable standard of care. This obligation survives termination for five (5) years, except for trade secrets and personal data which survive without time limit.

10. Term and termination

10.1 Term and renewal

The "Subscription Term" is the cycle chosen by the Customer in the platform (monthly, yearly, or any other cycle made available there). For Enterprise customers, the Subscription Term may instead be specified in the order form.

The subscription auto-renews at the end of each cycle unless the Customer cancels via the Stripe Customer Portal accessible from within the ClubTrack platform at any time before the cycle end date. No advance written notice is required to cancel; cancellation takes effect at the end of the then-current paid cycle, with no penalty and no lock-in.

Cancellation of a paid subscription does not close the account: the subscription ends at the end of the cycle and the account becomes non-subscribed, with the account, the Customer Data and non-subscribed access remaining available.

If Clubtrack elects not to renew, it will notify the Customer at least 30 days before the renewal date.

10.2 Termination for cause

The Customer may terminate the paid subscription for material breach by Clubtrack not cured within 30 days of written notice. In that case, the account becomes non-subscribed at the effective date of termination; the account remains active.

Clubtrack may terminate the account (closure, not just downgrade) immediately only in cases of: (i) illegal use of the Services, (ii) fraud, (iii) a binding court or regulatory order, or (iv) material violation of these Terms not cured within the applicable cure period. Where Clubtrack closes the account, the deletion lifecycle in DPA §3 (and §10.3 below) applies.

10.3 Effects: subscription end vs. account closure

These Terms distinguish two clearly separate events:

(a) Subscription cancellation, non-renewal or payment failure. The account becomes non-subscribed at the end of the paid cycle. The account, the Customer Data and non-subscribed access are preserved. There is no mandatory export window and no deletion is triggered by this event.

(b) Account closure. Account closure is initiated only on the Customer's request through the self-service controls in the platform (or by Clubtrack in the cases listed in §10.2 or following dormancy under §10.5). Account closure triggers DPA §3:

• A 30-day machine-readable export window during which the Customer can download Customer Data in a structured format.

• Deletion within 30 days of the export window's close.

• Backups containing Personal Data are deleted within 30 additional days in accordance with the Processor's backup retention policy.

• Anonymised audit logs may be retained for fraud prevention and legal defence on the basis of legitimate interest.

For Customers on the self-hosted warehouse modality described in §4.2(b), the 30-day deletion window and the 30-day backup-expiry window above apply only to data stored in Clubtrack-managed systems (account, configuration, administrative audit log, messaging and other backend rows held in Clubtrack's own database). Warehouse data on Customer infrastructure is preserved — Clubtrack revokes its own access to the self-hosted warehouse immediately upon closure, performs no further processing against it, and does not create or hold backups of it.

Fees already paid are not refunded, except as required by law.

10.4 Survival

Clauses 6 (Data Protection), 7 (IP), 9 (Confidentiality), 10.3 (Effects), 10.5 (Dormancy), 11 (Warranties), 12 (Liability), 13 (Indemnification), 14 (Dispute Resolution), 15 (General) survive termination.

10.5 Dormancy of non-subscribed accounts

An account without an active subscription is treated as "dormant" after 24 consecutive months with no activity. For this purpose, "activity" means any of: a login by an Authorised User or any authenticated API call made on behalf of the account (including authenticated data uploads through the API).

Clubtrack will send dormancy notices to the account administrator's email address 90, 30 and 7 days before scheduled deletion. During the notice window the Customer can reactivate the account in one click; any qualifying activity restarts the 24-month counter from zero.

If no reactivation occurs, the account is closed at the end of the notice period and Personal Data is deleted in accordance with DPA §3 and §10.3(b). For accounts on the self-hosted warehouse modality described in §4.2(b), dormancy-driven closure follows the same carve-out as §10.3(b): Clubtrack revokes its access to the self-hosted warehouse immediately and deletes only the data held in Clubtrack-managed systems; warehouse data on the Customer's infrastructure is preserved and remains under the Customer's exclusive control.

Paid-plan accounts in good standing are never subject to dormancy deletion under this clause.

11. Warranties and disclaimers

11.1 Mutual warranties

Each party warrants that it has the authority to enter into the agreement and will comply with applicable laws in its performance.

11.2 Service warranty

Clubtrack warrants that the Services will perform materially in accordance with the Documentation. Clubtrack's sole obligation and the Customer's exclusive remedy for breach is for Clubtrack to correct the non-conformity or, if it cannot within a reasonable time, to terminate the affected Services and refund pre-paid unused fees.

11.3 Disclaimer

Except as expressly set out, the Services are provided "as is" and Clubtrack disclaims all implied warranties (merchantability, fitness for a particular purpose, non-infringement), subject to mandatory consumer and data protection laws (see EU Addendum).

12. Limitation of liability

12.1 Exclusions

Neither party is liable for indirect, special, incidental or consequential damages, including loss of profits, revenue, business interruption or goodwill, even if advised of the possibility.

12.2 Cap

(a) General cap. Each party's aggregate liability under or in connection with this agreement is limited to the fees paid or payable by the Customer to Clubtrack in the 12 months preceding the event giving rise to the claim.

(b) Super-cap for data protection and security breaches. For breaches of Clause 6 (Data Protection), of the DPA, or of the confidentiality obligation regarding personal data, the aggregate cap is twice the amount in (a).

12.3 Carve-outs

The limitations in 12.1 and 12.2 do not apply to:

• Death or personal injury caused by negligence.

• Fraud, wilful misconduct, or gross negligence.

• The Customer's payment obligations.

• Indemnification obligations under Clause 13.

• IP infringement by either party.

• Liability that cannot be limited under applicable law.

13. Indemnification

13.1 By Clubtrack

Clubtrack will defend the Customer against any third-party claim that the Services, as provided and used in accordance with these Terms, infringe intellectual property rights of that third party, and will pay any amounts finally awarded or settled. If infringement is alleged or established, Clubtrack may, at its option, (i) obtain a licence, (ii) modify the Services to be non-infringing, or (iii) terminate the affected Services with a pro-rated refund.

13.2 By the Customer

The Customer will defend Clubtrack against any third-party claim arising from (i) the Customer Data (including absence of legal basis or consent), (ii) the Customer's use of the Services in violation of law or these Terms, (iii) claims by End Users arising from the Customer's decisions as Controller.

13.3 Procedure

The indemnifying party's obligations are conditional on (i) prompt written notice of the claim, (ii) reasonable cooperation, and (iii) sole control of defence and settlement (provided no admission adverse to the other party without consent).

14. Dispute resolution and governing law

14.1 Governing law

Except as provided in the EU Addendum, these Terms are governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules and the UN Convention on the International Sale of Goods.

14.2 Negotiation

The parties will first attempt to resolve any dispute through good-faith negotiation within 30 days of written notice.

14.3 Arbitration (non-EU Customers)

Failing negotiation, any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, in Wilmington, Delaware, in English. The award is final and binding. Each party bears its own costs; arbitration fees are shared.

14.4 No class actions (non-EU Customers)

Disputes will be resolved individually; class actions are waived where permitted by law.

14.5 EU Customers

For Customers in the EEA, the UK or Switzerland, the EU Addendum applies in priority, with governing law and jurisdiction set out therein.

14.6 Data subject rights

Nothing in these Terms restricts the rights of data subjects under Articles 77, 78 and 79 GDPR to lodge complaints with supervisory authorities and bring proceedings in competent courts.

15. General provisions

15.1 Modifications

Clubtrack may update these Terms at any time. The version in force is the one published at https://www.clubtrack.io/terms. Material changes will be notified to Authorized Users solely by email; no other notice channel (in-app banner, postal mail, advance window) is provided. Notification is contemporaneous with the change taking effect, or as soon as practicable after it goes live.

Authorized Users who do not accept the new conditions must reject them by cancelling the paid subscription and closing the account through the self-service controls described in §10.1 and §10.3, which terminates the contract and stops further processing.

Any other behaviour constitutes acceptance of the new conditions. In particular, the absence of a response, continued use of the Services after the change takes effect, and the automatic renewal of the subscription cycle each operate as an unequivocal acceptance of the updated document.

15.2 Assignment

The Customer may not assign without Clubtrack's prior written consent. Clubtrack may assign to an affiliate or in connection with a merger, acquisition or sale of assets.

15.3 Notices

Notices must be in writing and sent to the addresses on file. Email notices are accepted if confirmed.

15.4 Force majeure

Neither party is liable for failure caused by events beyond reasonable control (natural disasters, war, civil unrest, government acts, pandemic, major internet outages). Routine cyber-attacks targeting the party's own infrastructure are not force majeure; only massive, coordinated, industry-wide attacks may qualify.

15.5 Severability

If any provision is held invalid, the remainder continues in effect; the invalid provision is replaced by a valid one closest in intent.

15.6 No waiver

Failure to enforce is not a waiver.

15.7 Entire agreement

These Terms, together with the DPA, the Privacy Policy, the Subprocessor List, the Cookie Policy and any order form, constitute the entire agreement. Order of precedence:

1. Order form (where executed).

2. EU Customer Addendum.

3. DPA (for data protection matters).

4. These Terms.

5. Privacy Policy, Subprocessor List, and Cookie Policy.

15.8 Export control and sanctions

The Customer represents that it is not subject to OFAC or EU sanctions and will not use the Services in violation of export control laws.

15.9 Relationship

The parties are independent contractors; no agency, partnership or joint venture is created.

16. Contact

• General: hello@clubtrack.io

• Legal: support@clubtrack.io

• Privacy: support@clubtrack.io

• Clubtrack, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, USA

• +1 740-272-5893

EU Customer Addendum

Applicable to Customers with principal establishment in the European Economic Area, the United Kingdom or Switzerland.

This Addendum amends and supplements the Terms for EU Customers. In case of conflict, this Addendum prevails over the main Terms.

EU.1 Governing law

Notwithstanding Clause 14.1, this agreement is governed by the laws of the Kingdom of Spain, excluding conflict-of-law rules.

EU.2 Jurisdiction

Notwithstanding Clause 14.3, any dispute will be submitted to the exclusive jurisdiction of the courts of Madrid, Spain, without prejudice to:

• The Customer's right, where it qualifies as a consumer under applicable law, to bring proceedings before the courts of its domicile.

• The rights of data subjects under Articles 77, 78 and 79 GDPR.

• Mandatory jurisdiction rules of the Brussels I bis Regulation (EU 1215/2012).

EU.3 Arbitration and class actions

Clauses 14.3 and 14.4 of the main Terms do not apply to EU Customers. Disputes will be resolved in court as set out in EU.2. The waiver of class actions is unenforceable against EU Customers.

EU.4 EU contact for data subjects

EU data subjects and supervisory authorities may contact us in any official language of the European Union at javi@clubtrack.io.

EU.5 Consumer protection carve-outs

Where the Customer qualifies as a consumer (rare but possible for micro-entities) or where mandatory consumer protection laws apply:

• Statutory warranties are preserved.

• Unfair contract terms (Directive 93/13/EEC, TRLGDCU) are not enforceable.

• Withdrawal rights (Directive 2011/83/EU) apply where statutorily required.

The auto-renewal model described in §10.1 complies with Spanish Law 7/1998 on General Contract Conditions: the Customer may cancel at the end of any cycle, in a single action through the Stripe Customer Portal accessible from within the ClubTrack platform, with no penalty and without any advance-notice burden on the Customer.

Withdrawal rights under Directive 2011/83/EU on consumer rights are preserved where the Customer qualifies as a consumer for distance contracts.

EU.6 International data transfers

Clubtrack hosts Customer Data exclusively in AWS EU regions (Ireland and Frankfurt). Any transfer outside the EEA is governed by the mechanisms set out in the DPA (Annex III), including Standard Contractual Clauses and TIA.

EU.7 Late payment

No late-payment interest applies. Clubtrack does not extend credit to Customers: subscription fees are charged in advance via Stripe, and if a renewal payment fails the account becomes non-subscribed at the end of the then-current cycle in accordance with §8.4, so no past-cycle balance arises.

EU.8 Language

EU Customers may request the agreement in Spanish, French, German or Italian. Where a translation is provided, the English version prevails in case of discrepancy, unless mandatory law requires otherwise.

EU.9 Consumer ODR

Under Regulation (EU) 524/2013, consumer Customers may use the ODR platform at ec.europa.eu/consumers/odr.

EU.10 Limitation of liability — statutory carve-outs

Nothing in Clause 12 of the main Terms limits liability for:

• Dolus or gross negligence (Art. 1102 Spanish Civil Code).

• Non-contractual claims under Article 82 GDPR.

• Any liability that cannot be limited under EU mandatory law.