Last update: January 2022
The present general terms of services (the “GTS PROFESSIONAL LICENCES“) apply to the platform of services relating to the sports training’s programs and sessions, advice and sports historical, advice and nutritional plans, to the publication of content and comments on social networks and with the AZEOO Community (the “AZEOO Services“), provided by AZEOO, simplified joint-stock company registered with the Register of Commerce and Companies of Montpellier under the number 813 620 424 (“AZEOO“) through its Internet site www.azeoo.com or mobile applications AZEOO.
The present GTS PROFESSIONAL LICENCES apply to all professionals, natural persons or legal entities, who subscribe a Professional Licence via the AZEOO Services (the “Professionals”), regardless of their geographical situation and for the whole world.
Abonnement Licence Professionnelle : accès aux Services AZEOO fournis à titre onéreux pour une durée déterminée ou indéterminée selon les conditions définies sur le site https://azeoo.com/pro/ telle que la licence “Standard”, la licence “Avancée”, et/ou la “Licence Personnalisée”, permettant toutes les 3 notamment d’avoir accès à des fonctionnalités spécifiques à destination des professionnels et qui font l’objet des présentes CGS Licences Professionnelles.
Athlete: A natural person who uses the AZEOO Services for personal, non-professional and non-commercial purposes, for his own sports training, obtaining sports and nutritional information and programmes, exchanging with the AZEOO Community on his physical performance and on sports and nutrition in general.
Partner applications: Mobile applications, operated by third parties, interoperable with AZEOO Services.
Badge: Virtual reward given to Users, according to their activity registered within the AZEOO services.
Book: Photo gallery of Users.
Challenge: Proposal made to Athletes, by a Professional or by AZEOO, to take up a particular challenge, within a defined period of time. The Athlete(s) participating in this challenge may be awarded Points or Badges, under the conditions defined by the author of the Challenge.
Professional: Natural or legal person, necessarily professional and duly registered, who operates a place used for the practice of sport and/or who wishes to use the AZEOO Services for professional and commercial purposes, in order to remain in contact with its Athlete customers and Coaching partners, to ensure its promotion via the AZEOO Services, to create Training Programmes and Sessions for its Athlete members, and to exchange with the AZEOO Community.
Several types of professionals are identified in a non-exhaustive manner, such as Professional:
Coach: Natural or legal person, necessarily professional and regularly registered, who operates a sports coaching activity, in particular for consumer customers and uses the AZEOO Services for professional purposes, in order to remain in contact with his Athletes customers and potential Club partners, ensure his promotion via the AZEOO Services, create Training Programs and Sessions for his Athletes customers and exchange with the AZEOO Community.
AZEOO Community: All AZEOO Users, Athletes, Coaches and Clubs.
Coach Data: Texts and images distributed by the Coach using the Coach Subscription features, Programs and Training Sessions designed by the Coach and made available to his Athlete clients using the Coach Subscription features.
Training logger: Logbook containing the history of the Athlete’s training (within the last three months), as well as the history of his performance and the evolution of his anthropometric data. This log allows to ensure a follow-up of progress and physical improvements.
Nutrition Logger: A logbook containing the history of the food consumed by the Athlete.
Freemium Offer: AZEOO services provided free of charge, for an indefinite period of time dedicated to Sport and Nutrition for Athletes and which are the subject of the General Conditions of Use which are the subject of a separate contractual document.
User Profile: Personal data, social information and photographs provided by the User when creating the Profile and when using the AZEOO Services. Three types of Profiles are available: Athlete, Coach and Professional. The Athlete and Coach profiles also contain anthropometric data.
Training program: A sequence of training sessions to be conducted over a defined period of time, necessarily greater than 24 hours. Training Programs are offered by Professionals to their Athlete members, by Coaches to their Athlete clients and also by AZEOO to the entire Athlete community.
AZEOO Network: Functionalities of the AZEOO Services allowing Users to communicate with each other, through collective messages, to visualize the activities of all or part of other Users and to publish comments.
Training session: A series of weight training and fitness exercises, the instructions for which are given via the AZEOO services, using texts, sounds, images and/or videos. A session is held on the same day. Training Sessions are offered by Professionals to their Athlete members, by Coaches to their Athlete clients and also by AZEOO to the entire Athlete community.
AZEOO Services: a platform of online digital services, made available via the website www.azeoo.com and the AZEOO mobile applications, giving access to various functionalities and in particular to Sports and Nutritional Programs, recording the Athletes’ activity history, bringing together Athletes, professionals and Coaches via the AZEOO Network and providing services to professionals and Coaches likely to facilitate their professional activity.
Users: Athletes, Coaches and professionals who form the AZEOO Community, individually attached to a User Profile.
AZEOO Services are governed by the following legal documents:
In accordance with Article L 441-6 of the French Commercial Code, these documents constitute the sole basis of the commercial relationship between the parties.
The access or use of AZEOO Services implies full consent to the GTS and to the AZEOO Personal Data Protection Policy.
The subscription to a PROFESSIONAL LICENCE Subscription by the Professional implies unreserved acceptance of these GTS PROFESSIONAL LICENCE which prevail over all other documents, in particular the Professional’s general conditions of purchase.
Any condition set by the Professional or any certification, guarantee or other mention not contained in the documents referred to above, is not opposable to AZEOO. The same applies to any agreement prior to the present contract, whether express or tacit, whatever its form and notably by exchange of emails between the Parties. Any such agreements are deemed to be unwritten.
The purpose of the present GTS PROFESSIONAL LICENSES is to define the legal framework for the provision to Professional Users (legal entities that are necessarily professionals) by AZEOO, via its website www.azeoo.com or the AZEOO mobile applications, of the various paying functionalities dedicated to sports training and nutrition grouped together under the name of AZEOO Services, which are in particular the following, subject to the interoperability between the Professional’s management software and the AZEOO Services:
Any professional wishing to enjoy AZEOO services must identify the offer corresponding to them on the www.azeoo.com website as specified in article 2, and make a request via the form or directly by email to the AZEOO sales department.
The prices for PROFESSIONAL LICENCES subscriptions are those listed on the website www.azeoo.com on the day the order is placed.
Any order for a Professional Licence Subscription is placed remotely and shall be subject to prior validation by the Professional. The order is deemed to be concluded at the time of its validation by the Professional.
Any order placed by a Professional is deemed to be placed by his duly authorised representative.
AZEOO will send an invoice by email to the Professional. The invoice will mention the information referred to in article L. 441-3 of the French Commercial Code.
The full payment of the price is made at the time of the order by the online payment method selected by the Professional.
Payment can be made by monthly or yearly direct debit:
Payment is made by direct debit each month, in due course, on the anniversary date of the contract. The first month’s subscription is paid at the time of subscription. Even if the first month’s subscription is incomplete, the Professional is billed in full. In the event of termination, the subscription remains due for the two months’ notice provided for in Article 7.
Payment shall be made by direct debit each year, in due course, on the anniversary date of the contract subscription. The first year of the subscription is paid when the contract is taken out and subsequent years on the anniversary date of the subscription, except in the event of non-renewal of the contract under the conditions set out in Article 7.
Prices for AZEOO Additional Services
Integrated additional sales
For each sales transaction carried out by the Professional with a client, the Professional pays a Fee to AZEOO, calculated on the basis of a percentage (10%) of the total value of the price of the Service. In summary, if the service or product sold by the Professional is 50 euros, the AZEOO commission is 5 euros.
This Service is deducted directly from the amount to be paid to the Professional upon validation of the end of the Service by the Client.
Integrated Web & Mobile Shop
For each sales transaction carried out by the Professional with a client, on a specific AZEOO digital product or service ( programs, sessions, challenges, video courses, product packs) the Professional pays a Fee to AZEOO, calculated on the basis of a percentage (10%) of the total value of the price of the Service. In summary, if the service or product sold by the Professional is 50 euros, the AZEOO commission is 5 euros.
This commission is deducted directly from the amount to be paid to the Professional upon validation of the end of the Service by the Client.
Physical products such as clothing, accessories, food supplements, equipment, meals or other physical products specifically dedicated and sold by the shopify shop via the web are not subject to AZEOO commissions.
Tailor-made support & mentoring
For custom Shopify shop integration services, prices are available on request through our support department (firstname.lastname@example.org). This service will be subject to a specific contract and/or a specific price list such as:
For all requests for turnkey generic content made by the Professional to AZEOO for resale. The rates are available on the current year’s price list that the Professional accepts.
The following price lists are available:
For tailor-made consulting, training or special support services, the rates are available on request through the support department (email@example.com). This service will then be the subject of a specific contract or a specific price list such as:
AZEOO Services are provided exclusively by electronic means and consist of the provision of digital services of the type “software as a service” (“SaaS”) on the AZEOO software application and the right to use, under the conditions referred to in Article 10 below, for professional purposes, graphic, sound, video and textual content protected in particular by intellectual property rights, but solely via the AZEOO software application.
AZEOO Services are delivered immediately after the validation of the order by the Professional by electronic means and are accessible directly to the Professional via the www.azeoo.com website.
The Professional declares that he/she is aware that, as a professional, he/she cannot claim any right of withdrawal under this distance contract.
These GCS are concluded for a duration of commitment which varies according to the offer chosen by the Professional and defined on the site https://azeoo.com/pro/ such as the “Standard” licence, the “Advanced” licence:
– Choosing to pay for the PROFESSIONAL LICENCE offer in one single payment will result in a 10% reduction on the price (excluding VAT) of the PROFESSIONAL LICENCE offer for a 12-month commitment defined on the website www.azeoo.com. Each party is committed for the contractual period and may inform the other party of its desire not to renew the contract at the end of the contractual period of one year, by email, giving two months’ notice. Consequently, if neither of the Parties expresses such a wish two months before the anniversary date of the contract, the contract shall be renewed for a further period of one year.
– Choice of monthly payment in 12 payments according to the chosen commitment or the chosen offer as defined at www.azeoo.com, i.e. payment once a month. The Professional is committed and must pay by direct debit each month on a fixed date as defined in the “monthly payment” paragraph of article 5. Each party is committed for the duration of the contract and may inform the other party of its wish not to renew the contract at the end of the one-year period, by e-mail, giving two months’ notice. Consequently, if neither of the Parties expresses such a wish two months before the anniversary date of the contract, the contract shall be renewed for a further period of one year in accordance with the conditions of the offer chosen.
At the end of the PROFESSIONAL LICENCE Subscription, the PROFESSIONAL LICENCE Data will be deactivated; as long as the PROFESSIONAL LICENCE Data is deactivated, it is inaccessible to the Professional. If the Professional takes out a new Professional Licence Subscription, within a maximum of 12 months following the end of the previous Professional Licence Subscription, the PROFESSIONAL LICENCE Data will be reactivated upon payment of this Subscription.
The Professional undertakes to AZEOO to possess all the titles, certifications as well as all the elements required in the jurisdiction of the State from which he/she accesses the AZEOO Services in order to exercise his/her activity.
In particular, the Professional shall be personally responsible for all registrations and procedures relating to health, safety, tax and social obligations required by the exercise of his professional activity.
The Professional undertakes to inform AZEOO immediately of the cessation of its professional activity and of the cessation of its registration, whatever the cause.
The Professional undertakes to subscribe to an insurance policy guaranteeing its professional civil liability for all its activities and obligations arising therefrom, to remain insured in this way for the entire duration of the use of AZEOO Services and to justify this without delay to AZEOO each time the latter asks for it.
The Professional is informed that the present general terms and conditions and the AZEOO Services dedicated to Professionals are provided on the basis of an exclusively professional and current activity of the Professional, and that the professional purpose of the conclusion of the present general terms and conditions constitutes a determining element of AZEOO’s consent. Thus, the Professional may not at any time claim to be a consumer or non-professional, unless this would vitiate AZEOO’s consent to these general conditions.
The Professional’s attention is drawn to the fact that AZEOO Services are not intended to replace medical advice, but only to bring together people who are passionate about sport and nutrition for purely aesthetic purposes and personal well-being. The Professional undertakes to invite his Athlete clients to consult their doctor prior to any new sports practice or any change in their nutritional regime. Furthermore, the regular practice of a sporting activity or the adoption of a nutritional programme requires regular medical monitoring. The frequency of this monitoring must be specified by each User’s doctor.
Finally, if the Professional is informed that one of his Athlete clients encounters the slightest medical contraindication, the slightest discomfort or other physical or psychological issue during his/her use of AZEOO Services, the Professional undertakes to inform AZEOO immediately, to forbid his Athlete client from using AZEOO Services and to invite him/her to consult his/her doctor.
The use by the Professional of the features of his/her Professional Profile is under his/her sole responsibility. The Professional is reminded that the content, in particular video content, that he/she disseminates is intended to be published publicly, according to the settings that he/she has chosen, under his/her own responsibility. Therefore, the Professional is informed that content that he wishes to keep private or confidential must not be broadcast on the Services.
The Professional is the sole master of the proper use of the Services, with discernment and spirit.
AZEOO is not responsible for the use made by the Professional of AZEOO Services.
Furthermore, the Professional shall be solely responsible for complying with the legal and regulatory provisions in force relating to health, safety or the tax and social obligations of his professional activity.
With regard to the publication by the Professional of content on the Services, AZEOO, as host of third party content, may not be held responsible for content disseminated by the Professional when, after having been notified or reported the publication of manifestly illicit content, it has promptly withdrawn or made it impossible to access said content on the Services.
In particular, AZEOO cannot be held liable in the event of misuse of the services or failure to comply with health and safety instructions by the Professional and his/her service providers towards his/her Athlete clients.
Furthermore, under no circumstances will AZEOO be liable for indirect or unforeseeable damage suffered by the Professional. By express agreement between the Parties, any financial or commercial loss, loss of turnover, profit, data, orders or customers, as well as any action taken against the Professional by a third party, is considered as indirect damage.
AZEOO declares that it is insured for its professional civil liability with AXA France SA, policy number C-QO-5DB15938513B2, for all material and immaterial damage resulting from the execution of these GTS by its personnel or its service providers.
Within the limits authorised by the law, AZEOO expressly excludes its liability for any damage, direct or indirect, resulting from misuse of the Services or from the actions of third parties. Consequently, AZEOO cannot be held responsible in the event of:
AZEOO undertakes to implement the means necessary for the proper functioning of the Services. Nevertheless, within the limits authorised by law, AZEOO does not provide any guarantee, including, but not limited to, that the Services will be free of anomalies or defects, errors or bugs, or that they will function without breakdown or interruption, that they will function in combination with any hardware, software, system or data, or that the AZEOO Services will be free of viruses or any other harmful elements. It is up to the User to take all appropriate measures to protect its own hardware, data and/or software stored on its computer equipment against any attack. The AZEOO Services and all their content are provided “as is”.
IN ANY EVENT, IF AZEOO WERE TO BE HELD LIABLE BY THE PROFESSIONAL UNDER THESE GENERAL TERMS OF SERVICE FOR DIRECT DAMAGE SUFFERED BY THE PROFESSIONAL, THE PROFESSIONAL’S RIGHT TO COMPENSATION WOULD BE LIMITED, FOR ALL CAUSES, TO THE AMOUNT OWED BY THE PROFESSIONAL TO AZEOO FOR THE SUBSCRIPTION IN PROGRESS AT THE TIME THE DAMAGE OCCURRED. THE PARTIES EXPRESSLY AGREE THAT THIS LIMITATION OF LIABILITY IS AN IMPERATIVE CONDITION OF AZEOO’S CONSENT TO THIS AGREEMENT.
The Services are protected by intellectual property rights (such as copyright, software rights, database producers’ rights, trademark rights, and any other existing or future intellectual property rights) which belong to AZEOO or to third parties who have authorised AZEOO to exploit them.
AZEOO is the owner of the exploitation rights on the AZEOO Services and this contract does not transfer any intellectual property rights to the Professional.
By this contract, the Professional only has a right to use the features of the Profile, a non-exclusive, non-transferable right of use limited to the duration of this service contract.
In particular, the Professional is strictly forbidden to:
Non-compliance with the provisions of this article constitutes an infringement of the intellectual property rights of AZEOO and/or third party licensors and is liable to result in civil and criminal proceedings.
AZEOO expressly reserves the exclusive right to intervene in the AZEOO Services to enable them to be used in accordance with their intended purpose and in particular to correct any errors.
The Professional may publish on AZEOO Services content of which he/she is the author and/or third party content.
The Professional guarantees to AZEOO that he/she holds all rights, titles and authorisations over the intellectual property rights of the content (in particular video and images) published by him/her on AZEOO Services (Application and/or AZEOO website), and that he/she respects the image rights of third parties.
With regard more particularly to the on-board videos published by the Professional on the Services and communicated to his Athlete clients, the Professional guarantees, to AZEOO, to respect the intellectual property rights and the image rights of third parties:
By publishing images or content, the Professional may consent, according to the confidentiality parameters that he/she has determined, to these images and content being distributed to the AZEOO Community and/or on the social networks of the partner Applications. The Professional may stop sharing an image or content at any time by deleting it.
The Professional declares that he/she has the necessary rights and abilities to publish the products and services that he/she publishes on AZEOO. The creation and/or manufacture and/or distribution of Products or Services by the Professional on AZEOO is a right of AZEOO for the duration of the contract only.
The Professional shall not publish images or data that he wishes to remain confidential.
The Professional remains solely responsible for all images and data published and for his or her choices of sharing.
The Professional undertakes, for the entire duration of the contractual relationship and for a period of 3 years from the end of it, not to use the documents, information, results, know-how or data transmitted by AZEOO with the aim of developing or marketing a solution that competes with that developed and marketed by AZEOO.
This non-competition obligation applies worldwide.
In the event of a breach of this clause during the performance of the present contract, AZEOO may withdraw any infringing content without notice and terminate the contract under the conditions of article 7, without prejudice to the indemnity referred to below.
In any event, in the event of a breach of this clause during the performance or after the end of the present contract, for whatever reason, the Professional will be liable to pay compensation equal to the loss suffered by AZEOO, which may not be less than 1,000 (one thousand) euros, plus any procedural costs incurred by AZEOO.
The Professional expressly refrains from soliciting with a view to hiring or directly or indirectly hiring any AZEOO employee without its prior agreement, whether or not the employee is an employee, even if the initial solicitation is made by the employee.
This prohibition shall apply for the duration of the contractual relationship and for 3 years following its termination, for whatever reason.
In the event of violation of the present prohibition, the Professional will be obliged to immediately pay AZEOO, as a penalty clause, a fixed indemnity equal to the last 12 gross monthly salaries of the person requested or hired, plus all the costs of recruiting a replacement
Each of the Parties authorises the other, for the duration of these general terms and conditions and without any time limit after their expiry, to use the elements specific to the purpose of identification as a reference for their commercial activities, such as the company name, the commercial name, the logo, the group to which it belongs and the activity or any other non-confidential reference information.
It is formally agreed that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in these general terms and conditions, whatever the frequency and duration, shall not modify them or generate any right whatsoever.
AZEOO reserves the right to modify or update these PROFESSIONAL LICENCES GTS at any time.
In this event, AZEOO shall notify the Professionals of these changes by e-mail or by a message displayed on the AZEOO Services before they come into force.
By continuing to use the AZEOO Services after any modification of these PROFESSIONAL LICENCES GTS and having been informed of these modifications, the Professional signifies his acceptance of these modifications.
For the duration of these general terms and conditions, the Parties undertake to act in good faith with regard to their mutual contractual rights and to take all measures to achieve their objectives.
Consequently, each Party undertakes to inform the other Party without delay of any difficulty it may encounter in the execution of these general conditions.
All of AZEOO’s obligations will be suspended in the event of force majeure and for the entire duration of the event. Is considered as an event of force majeure the cases usually retained by French jurisprudence, notably:
If any provision of these terms and conditions is found to be invalid or unenforceable by a court of law in any state, such provision shall be ineffective only in that state and only to the extent that it is invalid or unenforceable, and the provision shall remain in full force and effect to the maximum extent permissible under the law or jurisprudence of that State.
The nullity or inapplicability of one or any of the stipulations of these general terms and conditions shall not entail the nullity of the other stipulations, which shall retain their full force and scope.
AZEOO is free to transfer these GTS to any third party of its choice, at any time. In the event of transfer of the present GTS, the transfer will be made enforceable against the Professional by simple information sent by the third party transferor to the Professional by email.
AZEOO guarantees that the beneficiary of the transfer will be subject to the commitments of the AZEOO Personal Data Protection Policy.
AZEOO sera libre de faire intervenir d’éventuels sous-traitants dans le cadre de l’exécution du présent contrat, notamment pour l’hébergement des données des Utilisateurs et des contenus fournis au travers des Services AZEOO.
Each Party is an independent contractor and neither Party shall exercise control over the conduct of the other Party’s business under this Contract.
None of the provisions of this contract may be interpreted as creating an employer-employee relationship between the Parties.
The Parties shall employ and remunerate their employees under their sole responsibility with regard to fiscal and social obligations. Each Party is independent and acts in its own name and under its own responsibility.
Each Party shall not enter into any commitment in the name of and on behalf of another Party and shall remain fully responsible for its staff, services, products and services.
The GTS PROFESSIONAL LICENCESare governed by the laws and regulations of the French Republic.
The GTS PROFESSIONAL LICENCES are written in French. In the event that they are translated into one or more languages, only the original French text shall be deemed authentic in the event of a dispute.
In the event that a dispute arises between the Parties in the execution or interpretation of this agreement, the Parties undertake to try to resolve it beforehand in an friendly manner.
In the event of a dispute, the more diligent Party shall send the other Party a registered letter with acknowledgement of receipt requesting the amicable resolution of the dispute.
If, at the end of a period of 90 days from the date of first presentation of the registered letter referred to in the previous paragraph, the parties have not managed to reach an agreement, the dispute shall be submitted, at the initiative of the most diligent Party, to the competent courts.
ANY DISPUTE ARISING FROM THE INTERPRETATION OR EXECUTION OF THESE CGS PROFESSIONAL LICENCES SHALL BE SUBJECT EXCLUSIVELY TO THE FRENCH COURTS UNDER THE JURISDICTION OF THE TRIBUNAL DE GRANDE INSTANCE DE MONTPELLIER. THE PROFESSIONAL EXPRESSLY WAIVES THE BENEFIT OF ANY OTHER JURISDICTION.