1080 Terms and Conditions
These Terms and Conditions ("Terms") govern the purchase, licensing, access to, and use of products, software, and services provided by 1080Motion AB ("Supplier" or "1080"). By executing an Order Form referencing or attached to these Terms, or by purchasing, accessing, or using any Product or Service, the entity doing so ("Customer") agrees to be bound by these Terms.
1. Definitions
Customer: the entity or business that purchases Products or Services from Supplier.
Customer Data: data and information provided by or on behalf of Customer that relates to Customer's business, account administration, configuration settings, billing information, and organisational use of the Products or Services, excluding User Data and Usage Data.
Order Form: a purchase order, quotation confirmation, order confirmation or other ordering document executed by or exchanged (including by email) on behalf of both parties that references these Terms and sets out the applicable Products, Services, prices, and delivery terms.
Control App: Supplier's Windows 11 based application that enables user login, exercise creation, cloud-based data storage, and performance data review. The Control App is connected via Wi-Fi and/or Bluetooth.
Machine App: the included user interface on Generation II machines which allows interaction with the machine using the built-in touchscreen. The Machine App displays basic performance data without a 1080 User Account and does not store data. A licence to use the Machine App is included with Generation II Products. Subject to Customer's compliance with this Agreement, remote updates and support via email are included free of charge.
Product(s): Supplier's equipment, including:
- Generation I Products: 1080 Sprint, 1080 Quantum, 1080 Quantum Syncro
- Generation II Products: 1080 Sprint 2, 1080 Cable, 1080 Squat
Service(s): Supplier's services.
Web App: a web-based data review portal that displays data downloaded from cloud storage, including detailed reports and the ability to download files, export User Data, and administer accounts.
User(s): an authorised individual end user of the Products or Services.
User Data: data and information relating to a User, including performance metrics, exercise data, and limited identifying information provided by or on behalf of Customer in connection with a User's use of the Products or Services, which may include name (or alias), date of birth, and weight. User Data does not include Customer Data or Usage Data.
Usage Data: anonymised and/or aggregated usage and performance metrics relating to the operation of the Products that do not identify Customer or any individual User.
1080 User Account: the password-protected account provided by Supplier that enables access to cloud-stored data and administrative features. The 1080 User Account is created upon purchase of the Control App. Access rights include Administrator, Instructor, and Read-Only roles.
1080 Motion API: Application Programming Interface that allows for automated data selection and export for inclusion in third-party applications such as Athlete Management Systems.
2. Product Supply and Delivery
2.1 Deployment and Training
Supplier shall provide remote onboarding, training, and installation assistance via telephone, video conferencing, or online materials.
2.2 Delivery
Each delivery is made DAP (Delivered at Place) ICC Incoterms 2020. Supplier bears risk and cost until the Products are placed at Customer's disposal at the named destination, being Customer's named facility unless otherwise agreed in the Order Form.
Customer is responsible for all import duties, customs clearance, and any applicable local taxes or levies at the destination unless otherwise agreed in the Order Form.
Customer shall confirm delivery details prior to shipment. All deliveries must be signed for upon receipt. Title to the Products is governed exclusively by Section 3.1 below. Delivery times are given as an estimate and are depending on that Supplier has Products in stock and on matters outside of Supplier's control, such as customs checks, flights approval and IT failure.
3. Ownership, Licence, Restrictions
3.1 Ownership; Title
Title to and ownership of all Products shall remain with Supplier until Customer makes full payment of all amounts due. Delivery of the Products does not constitute a sale or transfer of ownership. Until title passes, Customer shall hold the Products as bailee of Supplier, keep them identifiable as Supplier's property, and not encumber, charge, or pledge them.
3.2 Use, Users, and Transfer Restrictions
Customer shall use the Products and Services only as expressly permitted under these Terms and in compliance with all applicable laws, regulations, and Supplier-provided instructions and safety guidelines. Supplier's obligations, warranties, and liabilities arising under these Terms are owed solely to Customer as the contracting party. No person or entity other than Customer shall have any rights against Supplier under or by virtue of these Terms. Supplier has no obligations to downstream transferees, users, or third parties under or in connection with these Terms, except as may be imposed by mandatory applicable law.
Customer is solely responsible and liable for Users' acts and omissions and for ensuring that all Users comply with these Terms. Any act or omission of a User that would constitute a breach if performed by Customer shall be deemed a breach by Customer. Customer is further responsible for supervising Users, providing adequate training, and ensuring that the Products are used only by trained and authorised Users in accordance with Supplier's instructions and safety guidelines. Supplier shall have no responsibility or liability arising from Customer's or any User's or third party's misuse, improper operation, or unauthorised use of the Products.
4. Software Connectivity and Data
4.1 Internet
The proper function and maintenance of the Products require an internet connection for software updates, remote support access, and, where applicable, cloud-based storage of User Data.
4.2 Customer Data; User Data; Usage Data
As between Supplier and Customer, Customer owns and controls all User Data and Customer Data, which are accessible only through Customer's private, password-protected 1080 User Account.
Supplier collects only the minimum User Data necessary to enable Product functionality and data organisation, which may include name (or alias), date of birth, and weight. Customer may elect to use aliases in lieu of real names. Supplier does not require, collect, store, or process medical data, biometric identifiers, or protected health information ("PHI"). Supplier does not use User Data or Customer Data for analytics, profiling, marketing, or identification of Customer or Users.
Supplier may use User Data and Customer Data in order to provide and maintain the Products and Services during the term of this Agreement and for a period of three (3) months following termination or expiry. Pursuant to Customer's request, Supplier may also use User Data and/or Customer Data to improve the Products and Services. Supplier shall at the end of such period delete or anonymise such data unless required by applicable law to retain it for a longer period.
Customer grants and agrees to grant to Supplier a perpetual, non-exclusive, royalty-free, irrevocable, worldwide licence to use and disclose Usage Data (a) in order to provide and improve the Products and Services, provide maintenance, support, and storage, and (b) for statistical, analytical, and other aggregate uses. As between Supplier and Customer, Customer acknowledges and agrees that any derivatives or improvements to Usage Data developed by Supplier are the sole and exclusive property of Supplier.
4.3 Data Security and Breach Notification
Supplier shall maintain reasonable industry-standard administrative, technical, and physical safeguards designed to protect Customer Data and User Data against unauthorised access, disclosure, or misuse. Upon termination or expiration of this Agreement, or upon Customer's request, Supplier shall use commercially reasonable efforts to delete all Customer Data and User Data within a reasonable period.
In the event of a confirmed personal data breach affecting Customer Data or User Data, Supplier shall notify Customer without undue delay and no later than seventy-two (72) hours after becoming aware of the breach, providing such information as is reasonably available at that time to assist Customer in fulfilling any notification obligations it may have under applicable data protection law.
The parties acknowledge that, where Supplier processes personal data on Customer's behalf in connection with the provision of the Products and Services, the parties shall enter into a data processing agreement ("DPA") setting out each party's obligations under applicable data protection law. The parties agree to negotiate and execute such a DPA in good faith upon either party's request.
4.4 Software Updates
Supplier shall provide security updates and other necessary updates to the standard software components of the Products. Customer agrees to accept and install such updates as necessary for the continued secure operation, functionality, and support of the Products. Supplier may deploy remote updates to standard software components. Customer acknowledges that non-security updates may require hardware or system upgrades at Customer's expense. Any software customisation requested by Customer shall be subject to separate agreement and additional fees.
4.5 Subscription Period
The initial one-year subscription term for the Control App and associated 1080 User Account shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the applicable renewal date. Supplier may adjust subscription pricing upon renewal, provided that notice of any price adjustment is given at least thirty (30) days before the renewal date.
5. Maintenance and Support
5.1 Routine Maintenance
Routine maintenance is the responsibility of Customer and includes tasks such as cleaning the Product, replacing pull cables, and lubricating components in accordance with Supplier's guidelines. Supplier may provide remote assistance during support hours if needed. Customer support contact information is available at www.1080motion.com.
5.2 Corrective Maintenance
Corrective maintenance shall commence after Customer reports a fault and Supplier confirms the issue. Diagnosis may be conducted via video, telephone, or email, and Customer shall provide reasonable assistance. Supplier shall determine the method and location of repair in its discretion, and portable Products may be required to be returned to Supplier. Supplier may subcontract repairs. Costs not covered by warranty, including shipping, travel, and labour, shall be invoiced on a time-and-materials basis.
5.3 Support Hours
Supplier provides telephone support from 09:00 to 17:00 CET/CEST (Central European Time / Central European Summer Time) on business days, excluding Swedish public holidays. Customer support contact information is available at www.1080motion.com.
6. Warranty
Any warranty applicable to the Products is expressly conditioned upon (i) full payment of all amounts payable and (ii) Customer's strict compliance with these Terms, including Supplier's installation, operation, maintenance, and safety guidelines. No warranty rights arise prior to satisfaction of these conditions, and no warranty rights are transferable without Supplier's prior written approval.
Supplier warrants that Products will be free from defects in materials and workmanship for one (1) year from delivery (the "Warranty Period"). This limited warranty does not apply to damage caused by misuse, abuse, alteration, negligence, improper installation, unauthorised transfer, or Customer's failure to perform routine maintenance in accordance with Supplier's guidelines.
In the event of a defect covered by this warranty, Supplier's obligation shall be, at Supplier's election: first, to repair or replace the defective Product or component; and if repair or replacement is not possible within a reasonable time or at proportionate cost, to provide a price reduction or, where the defect is material, a refund of the purchase price for the affected Product. The remedies set out in this Section are Customer's exclusive remedy for warranty claims.
Customer must notify Supplier in writing of any warranty claim within thirty (30) days of discovering (or having reason to discover) the relevant defect, and in any event within the Warranty Period. Failure to give timely written notice shall relieve Supplier of its warranty obligations in respect of that defect.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS ARE PROVIDED "AS IS." SUPPLIER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
7. Payment, Interest, and Suspension
7.1 Payment; Interest; Suspension
All fees are as stated in the applicable Order Form or invoice. Payment shall be made up front, i.e. prior to any delivery, unless otherwise agreed in the Order Form. Payment is in the latter case due within thirty (30) days of the invoice date, or such longer period as the parties may explicitly agree in writing in respect of a specific Order Form. Amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if less, compounded monthly, from the due date until the date of actual payment.
If Customer fails to make payment when due, Supplier may, upon written notice to Customer, suspend delivery, support, warranty coverage, software access, or other services. Such suspension shall take effect if Customer has not cured the payment default within ten (10) business days of receipt of Supplier's written notice.
8. Limitation of Liability and Indemnification
8.1 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE AND ACTUAL FEES PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. SUPPLIER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR THIRD-PARTY CLAIMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT IN CASES OF SUPPLIER'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. MULTIPLE CLAIMS SHALL NOT EXPAND ANY LIMITATIONS OF LIABILITY.
8.2 Indemnification
Customer shall indemnify, defend, and hold harmless Supplier from and against any and all claims, damages, losses, liabilities, or expenses (including reasonable legal fees) arising out of or relating to: (a) Customer's breach of these Terms or applicable law; (b) downstream or third-party use of the Products or Services; (c) any User's access to or use of the Products or Services; (d) Customer's failure to supervise Users, provide adequate training, or comply with Supplier's safety guidelines or operating instructions; (e) any modification or improper use of the Products by Customer or any User; and (f) Customer's gross negligence and/or wilful misconduct.
9. Confidentiality
Each party may receive non-public, confidential, or proprietary information of the other party in connection with the Products or Services ("Confidential Information"). Confidential Information includes, without limitation, technical information, product specifications, pricing, business operations, Customer Data, and User Data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was prior to disclosure lawfully known to the receiving party without restriction as to use or disclosure; (c) is independently developed without reference to or use of the Confidential Information; or (d) is rightfully received from a third party without restriction as to use or disclosure.
Each party shall use the other party's Confidential Information solely for purposes of performing under these Terms, shall restrict disclosure to employees, contractors, or service providers with a legitimate need to know who are bound by confidentiality obligations no less protective than those herein, and shall protect Confidential Information using reasonable care consistent with standard commercial practices.
Each party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the disclosing party uses commercially reasonable efforts to provide advance written notice to the other party where legally permitted. The obligations set forth in this Section shall survive termination or expiration of these Terms for a period of five (5) years.
10. General
10.1 Governing Law
These Terms are governed by the laws of Sweden, excluding (i) its conflict-of-laws rules and principles and (ii) the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG), which is hereby expressly excluded.
10.2 Dispute Resolution
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
10.3 Taxes and Duties
All fees stated in any Order Form or invoice are exclusive of any applicable taxes, duties, levies, or withholdings, including without limitation value added tax (VAT), goods and services tax (GST), or equivalent taxes. Customer is responsible for all such taxes arising in respect of the supply of the Products or Services in Customer's jurisdiction. Where Supplier is required by applicable law to collect and remit tax on Customer's behalf, Supplier shall invoice accordingly and Customer shall pay such tax amount in addition to the stated fee. Each party shall be responsible for taxes imposed on its own income.
10.4 Export Controls
The Products, including embedded software and related technology, may be subject to export control laws and regulations of applicable jurisdictions. Customer represents and warrants that it and its affiliates are not subject to any applicable trade sanctions, embargoes, or export licensing restrictions that would prohibit the purchase or use of the Products. Customer is responsible for obtaining any required import licences, permits, or authorisations in its jurisdiction and shall comply with all applicable export control laws in connection with the purchase, resale, or use of the Products. Supplier's obligation to supply is conditioned on the absence of applicable export licensing restrictions.
10.5 Force Majeure
Supplier shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, war, terrorism, epidemics or pandemics, labour disputes, governmental actions, trade restrictions or sanctions, failures of telecommunications or internet services, or cyberattacks or ransomware events affecting Supplier's systems or critical infrastructure. Supplier shall notify Customer as soon as reasonably practicable of any such event and its anticipated duration. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Order Form(s) upon written notice, without further liability to the other party, subject to Customer's obligation to pay for Products or Services already delivered.
10.6 Order of Priority; Entire Agreement
In the event of any conflict or inconsistency between an Order Form and these Terms, the Order Form shall prevail in respect of the specific order to which it relates. These Terms and any applicable Order Form constitute the complete and exclusive agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written, relating thereto.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS AND CONDITIONS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS.