General terms and conditions of use and services
for "Professionals".

Article 1 - Purpose and Scope

AZEOO SAS (hereinafter “AZEOO”) publishes and operates a SaaS digital platform dedicated to managing the business activities of professionals in the fields of coaching, fitness, and nutrition, accessible via the azeoo.com website and the AZEOO mobile app (hereinafter the “AZEOO Services”).These General Terms and Conditions of Sale and Use for Professionals (hereinafter “GTC”) exclusively govern the contractual relationship between AZEOO and any natural or legal person acting in the course of their professional or commercial activity (hereinafter the “Professional”), to the exclusion of consumers as defined in the introductory article of the French Consumer Code.

The T&C applicable to Athletes (end-user consumers) are set forth in a separate document available at conditions-generales-utilisation-athlete.

‍Precedence of the T&C: Any order constitutes express and irrevocable acceptance of these T&C, to the exclusion of any contractual document issued by the Professional, which shall be deemed unenforceable against AZEOO unless prior written agreement is obtained.

These Terms and Conditions apply to all Professionals established in France and internationally, subject to any mandatory local public policy provisions.

Article 2 - Definitions

For the purposes of these Terms and Conditions, the terms defined below have the following meanings:

• “Athlete”: a natural person who qualifies as a consumer within the meaning of the introductory article of the Consumer Code, using AZEOO Services for personal purposes via a Professional’s account.
• “Professional Content”: any content (text, images, videos, programs, recipes, etc.) created, published, or uploaded by the Professional on the AZEOO platform.
• “DPA” or “Data Processing Agreement”: an appendix incorporated into these Terms and Conditions (Articles 11 and 12) governing the processing of Athletes’ Personal Data by AZEOO on behalf of the Professional.
• “Security incident”: any unauthorized access, disclosure, alteration, loss, or destruction of Personal Data.
• “Professional License”: access to the paid features of AZEOO Services, purchased as part of one of the available plans (Essential, Professional, Customized).
• "Professional Profile": a secure personal space for professionals within AZEOO Services.
• “GDPR”: Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data.
• “SLA” or “Service Level Agreement”: a commitment regarding the availability of AZEOO Services as defined in Article 8 herein.
• “Subcontractor”: any third-party service provider that AZEOO engages to perform all or part of the data processing on behalf of the Professional.
• “Territory”: any jurisdiction from which the Professional accesses AZEOO Services.

Article 3 - Description of Offers and Features

Section 3.1 - Professional License Programs

AZEOO offers three levels of Professional Licenses, described on the pricing page, the details of which are subject to change:

• Access to the application dashboard with AZEOO Services usage indicators.
• Professional License: expanded access including CRM, scheduling, payment, and marketing modules.
• Customized License: A white-label mobile app customized with the Professional’s branding, with a 24-month commitment.

AZEOO reserves the right to modify the features included in each package, provided that it notifies the Professional in advance in accordance with Section 13.2 of these Terms.

Section 3.2 - Key Features of the Professional License

While this list is not exhaustive, AZEOO's services include, among others:

• Tracking dashboard with usage metrics.
• Customer CRM module with athlete tracking history.
• Design and delivery of sessions, training programs, and nutrition plans.
• Video content creation (VOD, live, masterclasses).
• Scheduling and booking module.
• Built-in upsell module (via Stripe Connect).
• Messaging Module for Professionals / Athletes.
• Marketing Campaign Module (push notifications).
• Technical support in accordance with the provisions of Article 8.

Section 3.3 - AZEOO SDK License Offer

AZEOO offers an SDK License that allows a Partner to integrate AZEOO features directly into their Partner Application, without redirecting to the AZEOO platform. The AZEOO SDK operates in hybrid mode: client-side libraries integrated into the Partner Application and calls to the AZEOO backend via an API Key.

‍Available modules
‍TheSDK License provides access to the following two modules, which can be activated separately or together depending on the subscription plan:

• Training Module: Integration of AZEOO training features into the Partner App — access to training programs, sessions, video exercises, a training logger, and tracking of end-users' performance.
• Nutrition Module: Integration of AZEOO’s nutrition features into the Partner App — access to nutrition programs, a recipe library, a nutrition logger, and tracking of end-users’ dietary data.
• Documentation and sandbox: access to the complete technical documentation, test environments (sandbox), and SDK updates for the duration of the license.

Data transmitted by the Partner to AZEOO
‍To ensurethe proper functioning of the activated modules, the Partner is authorized to transmit the following data regarding its End Users to the AZEOO backend, and only this data:

• Identification data: last name, first name, email address (unique identifier for the End User).
• Physical measurements: weight (kg) and height (cm).
• Activity data: history of completed workouts, recorded performance metrics, and logged nutritional data.

⚠ Weight and height constitute health data as defined in Article 9 of the GDPR. The Partner is required to obtain the explicit consent of its End Users prior to any transmission of such data to AZEOO, in accordance with Article 11.6. Any transmission of data not listed above is strictly prohibited and may result in the immediate revocation of the API Key.

Partner Profiles ‍TheSDK License is available to two distinct partner profiles, each subject to different access requirements:

• Existing AZEOO Professional Customers: Any Professional holding a valid AZEOO Professional License may purchase the SDK License as an add-on. These Terms and Conditions apply in full to the entire contractual relationship.
• Third-party partner (independent app developer): Any third-party app developer that does not hold an AZEOO Professional License must first enter into a specific SDK Partnership Agreement with AZEOO. These Terms and Conditions apply as the general terms and conditions, supplemented by the specific provisions of that agreement.

The available features, call quotas, and pricing terms for each tier are detailed in the pricing section and in the technical documentation, which is accessible after signing up.

⚠ The SDK License is a technical integration license. It does not grant the Partner any ownership rights to the AZEOO SDK, any rights to access the source code, or any rights to redistribute or sublicense the SDK. The Partner Application remains the sole technical, editorial, and legal responsibility of the Partner.

Article 4 - Terms of Service

Section 4.1 - Creating a Professional Profile

Access to AZEOO Services is contingent upon the creation of a Professional Profile via the website app.azeoo.com/register, using one of the available registration methods (email form or login via an authorized third-party account).

‍Legal Capacity: By registering, the Professional warrants that they have full legal capacity to enter into contracts and, where applicable, are duly authorized to bind the legal entity they represent.

‍Accuracy of Information: The Professional agrees to provide accurate, complete, and up-to-date information upon registration and throughout the duration of the contractual relationship. Any false statement shall render them liable.

Section 4.2 - Eligibility Requirements

Access to AZEOO Services is restricted to professionals engaged in lawful activities, including (but not limited to): sports coaches, fitness trainers, dietitians, fitness studios/clubs, CrossFit boxes, and sports influencers.

The Professional must be duly registered in the jurisdiction where they practice and must hold all authorizations, certifications, and insurance required by the regulations applicable to their activity.

Section 4.2 - Login Credentials and Account Security

Login credentials (username and password) are strictly personal and confidential. The Professional is solely responsible for safeguarding them and for any use made of their account.

In the event of suspected compromise, the Professional must notify AZEOO immediately at support@azeoo.com and promptly change their login credentials. AZEOO shall not be liable for any damages resulting from unauthorized access attributable to the Professional’s lack of vigilance.

Article 5 - Ordering, Pricing, and Payment

Section 5.1 - Ordering Process

All subscriptions to a Professional License are processed remotely via the azeoo.com website or through a written commercial agreement with AZEOO.

The order is finalized through a two-step process: (i) selection and acceptance of the offer, (ii) final confirmation of the order accompanied by payment of the first installment.

The applicable rates are those indicated on the azeoo.com website on the date of the order, expressed in euros or U.S. dollars. These prices are net, excluding any taxes, contributions, or mandatory levies.

Billing currency: Professionals based in the European Union are billed in euros (€). Professionals based outside the European Union are billed in U.S. dollars (USD), unless otherwise agreed in writing by the parties as stated in the quote or purchase order.

Section 5.2 - Taxes and Tax Obligations

General Principle: Any tax, levy, or mandatory charge applicable under the laws of the Professional’s jurisdiction (including VAT, sales tax, GST, TPS/TVQ, IVA, or any local equivalent) is added to the listed price and is the sole responsibility of the Professional, in accordance with the applicable tax regulations in their jurisdiction.

‍Professionals based in France: FrenchVAT atthe rate in effect on the date of invoicing applies and is added to the net price.

‍Professionals based in a European Union member state (excluding France): For Professionals subject to VAT in their Member State, the reverse charge mechanism applies in accordance with VAT Directive 2006/112/EC and Article 283-2 of the CGI. The Professional is required to provide a valid intra-Community VAT number upon subscription. In the absence of a valid number, AZEOO applies French VAT.

‍Professionals established outside the European Union: Digitalservices provided to taxable persons established outside the EU are exempt from French VAT in accordance with Article 259-1 of the CGI. It is the Professional’s responsibility to comply with their own local tax obligations, particularly regarding the declaration and payment of any applicable taxes in their jurisdiction.

⚠ AZEOO shall not be held liable for any failure by the Professional to comply with their tax obligations in their jurisdiction. The Professional indemnifies AZEOO against any tax assessment resulting from incorrect information provided by them (including an invalid VAT number or a false declaration of territoriality).

Section 5.3 - Payment Terms

(i) Essential and Professional Plans
Payment can be made via monthly or annual direct debit from a credit card or via SEPA:

• Monthly: The first rent payment is due upon signing the lease; subsequent payments are due on the first day of each month.
• Annual: The first premium is due upon enrollment; thereafter, premiums are due on each annual anniversary date.

(ii) Customized Offer
The Professional’s signature on the quote triggers immediate payment of the first monthly fee (or the first annual payment, if applicable). Actual receipt of this payment is a prerequisite for the start of the delivery period.
Delivery Period: The delivery period for the white-label application, estimated at 2 to 3 weeks, is provided for informational purposes only. It begins only upon AZEOO’s full receipt of all required elements.
Post-delivery feedback: After initial delivery, the Professional has 15 calendar days to submit their comments. Minor modifications are made at no additional cost. Any substantial additional development will be subject to a separate quote.

⚠ AZEOO cannot be held responsible for delays imposed by app stores (Apple App Store, Google Play) in the approval or publication of the white-label app.

Developer accounts: Subscriptions to the Apple Developer and Google Play Developer programs are the sole responsibility of the Professional.

Section 5.4 - Additional Services

Integrated Additional Sales (STRIPE Connect): AZEOO charges a 2% commission on each transaction made by the Merchant through the platform, calculated based on the gross sales amount. This commission is deducted directly from the amount paid to the Merchant upon confirmation of the sale. Any applicable taxes on this commission are the fiscal responsibility of each party within their respective jurisdictions. All transactions are subject to STRIPE’s terms and conditions.

‍Integrated SHOPIFY Store: Transactions made via SHOPIFY are subject to the general terms and conditions of SHOPIFY and STRIPE. Custom integration rates are available upon request at support@azeoo.com.

Section 5.5 - Late Payments

Any invoice that remains unpaid by its due date shall automatically and without prior notice result in:

• Late payment penalties: For professionals based in France and the EU, penalties are calculated at three (3) times the French statutory interest rate, effective from the day following the due date. For Professionals based outside the EU, late payment penalties are calculated at a rate of 1.5% per month of delay (equivalent to 18% annually), as a contractual penalty clause, on the gross amount of the unpaid invoice in the applicable billing currency.
• Fixed recovery fee: For professionals based in France, a fee of €40 in accordance with Article D. 441-5 of the Commercial Code. For professionals based outside France, a contractual flat-rate fee equivalent to $50 USD (or the equivalent amount in the billing currency) applies as a penalty clause, without prejudice to any additional collection costs actually incurred.
• Full reimbursement of all additional collection costs actually incurred by AZEOO in excess of the aforementioned lump-sum compensation, including attorneys’ fees, bailiff fees, or collection agency fees.

Suspension of Service: In the event of a payment delay exceeding 7 calendar days, AZEOO reserves the right to suspend access to AZEOO Services after sending a formal notice that has remained unanswered for 48 hours.

Section 5.6 - SDK License: Subscription, Pricing, and Termination

The SDK License is purchased with no minimum term commitment, via a monthly subscription that is automatically renewed on a month-to-month basis.

Subscription: The SDK Licenseis purchased via the azeoo.com website or through a written commercial agreement. The API Key is issued to the Partner within a maximum of 48 business hours following confirmation of payment for the first month.

‍Pricing: The monthly price of the SDK License is the price listed in the pricing table on the date of subscription. It is expressed in euros (€) for Partners based in the European Union, and in U.S. dollars (USD) for Partners based outside the EU. The tax rules in Section 5.2 apply depending on the Partner’s country of establishment.

‍Exceeding the quota: If the monthly call quota included in the subscribed License is exceeded, AZEOO will notify the Partner via email. The Partner then has 5 business days to upgrade to a higher tier or reduce their calls. Otherwise, AZEOO reserves the right to bill for excess calls at the current rate or to temporarily limit calls beyond the quota.

‍Termination: The Partner may terminate the SDK License at any time by sending an email to support@azeoo.com. Termination takes effect after a 30-calendar-day notice period. The API Key is deactivated at the end of this notice period. Amounts paid for the current month remain the property of AZEOO.

‍Effects of Termination: On the effective date of termination, the API Key is revoked and all calls to the AZEOO SDK cease to function. The Partner is solely responsible for managing the impact of this deactivation on its Partner Application and its End Users.

⚠ Partners are strongly encouraged to implement a graceful degradation mechanism in their Partner Application to ensure that it remains functional in the event that the AZEOO SDK becomes unavailable or is deactivated.

Article 6 - Term, Renewal, and Termination

Section 6.1 - Term

Essential and Professional Plans: The license is purchased with no minimum term commitment and is automatically renewed for identical periods.

‍Customized Plan: The license is purchased for an initial fixed term of 24 months. Upon expiration of this period, the contract is automatically renewed for successive 12-month periods, unless terminated by registered letter with return receipt or email with read receipt sent at least 2 months prior to the expiration date.

SDK License: The SDK License is purchased with no minimum term commitment, via a monthly subscription automatically renewable on a month-to-month basis. However, when the SDK License is subscribed to as part of an SDK Partnership Agreement entered into with a third-party Partner (independent application publisher), such agreement may provide for a fixed-term commitment, specific early termination conditions, and special pricing terms. In such cases, the provisions of the SDK Partnership Agreement shall prevail over these Terms and Conditions solely with respect to the provisions it expressly governs, in accordance with Article 13.7.

Section 6.2 - Termination by the Professional

Essential and Professional Plans: The Professional may terminate the contract at any time by sending an email to support@azeoo.com. Termination takes effect after a one (1) month notice period beginning on the date the email is sent. Amounts paid for the current period are retained by AZEOO, with no pro-rata refund.

Customized Plan – Early Termination: In the event of early termination of the 24-month commitment, a lump-sum indemnity is payable to AZEOO according to the sliding scale below, calculated based on the total amount of rent remaining due until the end of the initial commitment:

• Months 1–3 (starting from the first invoice): 25% of the remaining total contract amount
• Months 4 through 12: 50% of the rent remaining due through the end of the term
• Months 13 through 24: 25% of the rent remaining until the end of the term

These damages constitute a contractual, lump-sum, and degressive assessment of the loss suffered by AZEOO, taking into account, in particular, the development costs incurred in creating the white-label application and the loss of commercial revenue. Their degressive nature reflects the gradual amortization of these costs over the course of the contract’s performance. They were freely negotiated between the parties and constitute a penalty clause within the meaning of Article 1226 of the Civil Code, without prejudice to the judge’s power of moderation provided for in Article 1231-5 of the same Code.

Section 6.3 - Termination for Breach

AZEOO may terminate the Professional License automatically, without notice or compensation, in the event of:

• A material breach by the Professional of any of its obligations under these Terms and Conditions, which has not been remedied within 15 days of receiving a formal notice.
• False statement made at the time of enrollment.
• Use of AZEOO Services for unlawful purposes or in violation of public policy.
• Insolvency proceedings have been initiated against the Professional.

In the event of termination due to a breach attributable to the Professional, the amounts paid shall be retained by AZEOO as compensation, without prejudice to any additional damages.

SDK License – Termination for Breach: In the event of a breach by the Partner of the obligations set forth in Section 7.6 (including: unauthorized use of the API Key, reverse engineering, failure to secure the API Key, or transmission of unauthorized data), AZEOO may revoke the API Key and terminate the SDK License immediately and without notice, by simple written notification. If the SDK License is entered into under a fixed-term SDK Partnership Agreement, such termination for breach shall result in the immediate payment of all remaining license fees, as a penalty clause.

Section 6.4 - Effects of Termination – Customized Offer

Upon the expiration or termination of the Customized contract:

• The white-label app becomes inoperable. AZEOO will only remove the app from app stores upon the Professional’s prior written request.
• No right to independent use or transfer of the source code is granted to the Professional. The License grants only a temporary right of use.
• The Professional's data is retained for 30 days after termination and then permanently deleted, unless there is a legal obligation to retain it.

Section 6.5 – Effects of Termination – SDK License

Regardless of the reason for the termination of the SDK License (termination at the Partner’s initiative, termination for breach, or expiration of the commercial agreement, if applicable):

• The API Key is revoked as of the effective date of termination. All calls to the AZEOO SDK from the Partner Application will immediately cease to function.
• The Partner is solely responsible for managing the consequences of this deactivation on its Partner Application and its End Users. AZEOO strongly recommends implementing a graceful degradation mechanism that allows the Partner Application to remain functional in a degraded mode in the absence of the SDK.
• AZEOO deletes End Users’ Personal Data transmitted via the SDK within 30 days of termination, unless there is a legal obligation to retain such data for a longer period or the Partner submits a written request within that timeframe.
• The Partner is not granted any right to independently use the AZEOO SDK or any transfer of source code upon termination of the SDK License. Any use of the SDK after termination constitutes a violation of AZEOO’s intellectual property rights.

⚠ If the SDK License is purchased under a fixed-term SDK Partnership Agreement, the financial terms regarding early termination set forth in that agreement shall take precedence over these Terms and Conditions, in accordance with Section 13.7.

Section 6.6 - No Right of Withdrawal

In accordance with Articles L. 221-28 and L. 221-3 of the French Consumer Code, the Professional enters into this agreement in their capacity as a business and is not entitled to a right of withdrawal. Since AZEOO Services are made available immediately upon order confirmation, the Professional expressly acknowledges and accepts this fact.

Article 7 - Obligations of the Professional

Article 7.1 - General obligations

The Professional agrees to:

• Use the AZEOO Services in accordance with these Terms and Conditions, for their intended purpose, and in accordance with AZEOO’s instructions.
• Keep your registration information up to date, including: your professional identification number or legal registration number in your jurisdiction of establishment (for example: SIRET number in France, intra-Community VAT number in the EU, EIN in the United States, GST/HST registration number in Canada, or any applicable local equivalent), your business address, and your billing information. The Professional agrees to promptly notify AZEOO of any cessation, suspension, or substantial change in their business activities.
• Hold and maintain all certifications, accreditations, licenses, and authorizations required by the regulations applicable to their practice within their jurisdiction (for example: state-issued diplomas for sports coaches and dietitians in France, and equivalent professional certifications in other countries). It is the sole responsibility of the Professional to verify and comply with local legal qualification requirements.
• Take out and maintain, for the entire duration of the contract, professional liability insurance covering all damages that may result from the Professional’s activities and the use of AZEOO Services. This obligation applies regardless of the jurisdiction in which the Professional is established; in the absence of a local legal requirement for professional liability insurance, the Professional nevertheless agrees to maintain equivalent coverage appropriate to the risks of their business. The Professional must be able to provide proof of this coverage upon AZEOO’s first written request.
• Comply with all legal and regulatory requirements applicable to its business, including those relating to health and safety, the protection of personal data, and tax and social security obligations.

Article 7.2 - Obligations Regarding the Health and Safety of Athletes

The Professional is solely responsible for the content and appropriateness of the sports and nutrition programs they provide to their Athletes through the AZEOO Services. As such, they agree to:

• Require each athlete to submit a sworn statement certifying that they have consulted a doctor prior to participating in sports and following a nutritional program.
• Inform your athletes that participation in a sports or nutrition program requires regular medical check-ups.
• Immediately suspend an athlete’s access to the programs as soon as a medical contraindication or a reported physical or psychological issue arises, and notify AZEOO.

• Require each athlete to submit a sworn statement certifying that they have consulted a doctor prior to participating in sports and following a nutritional program.
• Inform your athletes that participation in a sports or nutrition program requires regular medical check-ups.
• Immediately suspend an athlete’s access to the programs as soon as a medical contraindication or a reported physical or psychological issue arises, and notify AZEOO.

⚠ AZEOO shall not be held liable for any bodily injury, whether physical or psychological, sustained by an Athlete as a result of using the content published by the Professional.

Section 7.3 - Obligations Regarding Published Content

The Professional bears sole editorial responsibility for all Professional Content that they publish. The following are expressly prohibited:

• Content that is illegal, defamatory, abusive, discriminatory, obscene, or offensive to human dignity.
• Content that incites hatred, violence, or harassment.
• Content that infringes on the intellectual property rights of third parties, or on the right to one's image or privacy.
• Content that is misleading or constitutes unfair commercial practices.
• Files containing viruses, malware, or any other malicious code.

The Professional indemnifies AZEOO against any claims by third parties based on content that the Professional has published.

Section 7.4 - Non-Competition and Non-Solicitation

Non-Solicitation of Personnel: During the term of the contract and for 12 months following its expiration, the Professional agrees not to solicit or hire, directly or indirectly, any employee, consultant, or associate of AZEOO, under penalty of a lump-sum indemnity of €30,000 per employee concerned.

‍Non-Competition: During the term of the contract, the Professional agrees not to use any information, know-how, or technical data provided by AZEOO for the purpose of developing or marketing a solution that competes with AZEOO’s Services.

Section 7.5 - Obligations Regarding Athletes' Personal Data

As the data controller for its athletes, the Professional agrees to:

• Comply with all obligations under the GDPR and applicable national laws in the jurisdictions where it operates.
• Inform its athletes, prior to any processing, of the purposes and methods of processing their personal data, in accordance with Articles 13 and 14 of the GDPR.
• Obtain the necessary consent, particularly for any processing of health data (Article 9 of the GDPR).
• Do not provide AZEOO with any personal data other than that which is strictly necessary for the provision of AZEOO Services.
• Respond within the legally prescribed timeframes to requests from its Athletes to exercise their rights (access, correction, deletion, portability, objection).

Article 8 - AZEOO's Obligations and Service Level Agreement (SLA)

Section 8.1 - Availability of AZEOO Services (General SLA)

AZEOO is committed to ensuring that AZEOO Services are available 99.5% of the time per calendar month, calculated excluding scheduled maintenance windows.

In the event of downtime exceeding this threshold in a given month—excluding cases of force majeure and previously announced maintenance—the Professional may request a credit calculated as follows:

• Between 99% and 99.5%: 5% of the monthly rent
• Between 95% and 99%: 10% of the monthly rent
• Less than 95%: 15% of the monthly rent

These credits constitute the sole remedy available in the event of a breach of the SLA and cannot be converted into a refund.

Section 8.2 - SDK API Availability (SDK-Specific SLA)

Given the nature of the SDK integration—which involves a technical stack comprising the Partner Application, API calls, and the AZEOO backend—the service level applicable to the SDK License is distinct from the general SLA set forth in Section 8.1.

AZEOO undertakes to ensure the availability of the SDK API at a rate of 99% per calendar month, calculated excluding scheduled maintenance windows and downtime attributable to the Partner’s infrastructure or third parties.In the event of SDK API downtime exceeding this threshold, the Partner may request a credit calculated exclusively on the monthly fee for the SDK License:

• Between 98% and 99%: 5% of the monthly rent
• Between 95% and 98%: 10% of the monthly rent
• Less than 95%: 20% of the monthly rent

These credits are calculated based solely on the SDK License fee and constitute the sole remedy available in the event of a breach of the SDK SLA. They cannot be converted into a refund or combined with credits from the general SLA.

⚠ SDK API availability is measured on the AZEOO server side. Downtime resulting from the Partner’s network infrastructure, improper client-side integration, suspension of the API Key due to a breach of the Terms of Service, or previously announced scheduled maintenance is not included in the calculation of the SDK availability rate.

Section 8.3 - Corrective and Enhancement Maintenance

AZEOO is committed to performing corrective and upgrade maintenance in a manner that does not prevent or restrict access to AZEOO Services for longer than a reasonable period of time.

In this regard, AZEOO reserves the right to take all necessary measures, including suspending access to AZEOO Services, in order to protect their security, integrity, and availability. To the extent possible, AZEOO will make reasonable efforts to notify the Professional in advance of the suspension.

Section 8.4 - Technical Support

AZEOO provides technical support available at support@azeoo.com, Monday through Friday from 9 a.m. to 6 p.m. (Paris time), excluding French public holidays.
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AZEOO is committed to acknowledging receipt of all support requests within 48 business hours.

Section 8.5 - Hosting Provider Status

AZEOO acts as a hosting provider within the meaning of Article 6-I-2 of Law No. 2004-575 of June 21, 2004 (LCEN) and Regulation (EU) 2022/2065 (Digital Services Act – DSA). As such, AZEOO does not conduct any prior review of Professional Content and is liable only if, having become aware of manifestly illegal content, it fails to act promptly to remove it or block access to it.
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Any reports of illegal content may be submitted via the reporting form available on the platform or by email to support@azeoo.com.

Article 9 - Liability

Section 9.1 - AZEOO's Disclaimers

AZEOO shall not be held liable in the event of:

• Use of AZEOO Services that does not comply with these Terms and Conditions or AZEOO’s instructions.
• Malfunction of the Professional’s computer equipment, Internet connection, or any third-party software used by the Professional.
• Interruption or disruption of the Services resulting from a force majeure event as defined in Article 1218 of the Civil Code.
• Unauthorized access to the Professional’s data resulting from the Professional’s failure to meet their security obligations.
• Illegal content posted by a Professional or an Athlete, provided that AZEOO acted promptly after becoming aware of it.
• Delays or interruptions caused by distribution platforms (Apple App Store, Google Play) or third-party hosting providers.
• Damages resulting from a failure in interoperability with a third-party system used by the Professional (ERP, external CRM, etc.).

Section 9.2 - Exclusion of Consequential Damages

In any event, AZEOO shall not be liable for any indirect damages, including, without limitation: loss of revenue, loss of customers, loss of data, damage to reputation, loss of profits or anticipated savings, or business disruption, regardless of the cause.

Section 9.3 - Limit of Liability for Direct Damages

AZEOO’s total liability for direct damages, regardless of cause, is limited to the total amount of rent actually paid by the Professional during the 12 calendar months preceding the occurrence of the first event giving rise to liability.

Any liability claim against AZEOO must be filed within 12 months from the date on which the Professional became aware, or reasonably should have become aware, of the event giving rise to liability. After this period, any claim is barred by the statute of limitations.

⚠ The liability limit does not apply in cases of gross negligence or willful misconduct on the part of AZEOO, in accordance with the mandatory provisions of French law.

Section 9.4 - Service Provider's Warranty

The Professional agrees to indemnify, defend, and hold AZEOO harmless against any claims, actions, demands, or judgments brought by third parties arising from: (i) a breach by the Professional of its obligations under these Terms and Conditions; (ii) the Professional Content it has published; (iii) its professional activities and any harm caused to its Athletes.

Article 10 - Intellectual property

Section 10.1 - AZEOO's Rights to the Services

All elements comprising the AZEOO Services (source code, interfaces, logos, databases, algorithms, editorial content, trademarks, designs) are and remain the exclusive property of AZEOO or its licensors.

These Terms of Service grant the Professional a personal, non-exclusive, non-transferable, non-sublicensable right of use, limited to the use of the AZEOO Services in accordance with their intended purpose. This right automatically terminates upon the expiration or termination of the contract.

The following are specifically prohibited without prior written consent from AZEOO: decompilation, reverse engineering, copying, modification, redistribution, rental, or lending of all or part of the AZEOO Services.

Section 10.2 - The Professional’s Rights to Their Content

The Professional retains all intellectual property rights to the Professional Content that they publish on the platform.

‍License Granted to AZEOO: By publishing Professional Content, the Professional grants AZEOO, for the duration of the contract, a non-exclusive, worldwide license to host, reproduce, and display such content, strictly limited to the technical requirements for providing AZEOO Services.

‍Advertising Use: The Professional authorizes AZEOO to use its corporate name and logo and to mention the business relationship for commercial reference purposes during the term of the contract and indefinitely thereafter, unless expressly requested to be removed.

‍Professional’s Warranties: The Professional warrants that they are the owner or assignee of all rights necessary for the publication of Professional Content, including intellectual property rights to the videos and the image rights of the individuals appearing in such content.

Article 11 - Protection of Personal Data – Data Processing Agreement (DPA)

Section 11.1 - Role Qualifications

In connection with AZEOO Services, the parties agree on the following classification under the GDPR:

• The Professional acts as the Data Controller with respect to its Athletes’ Personal Data, determining the purposes and means of processing.
• AZEOO acts as a processor within the meaning of Article 28 of the GDPR, processing Athletes’ Personal Data on behalf of and in accordance with the documented instructions of the Professional.
• AZEOO acts as an independent data controller for its own data processing activities (management of business accounts, billing, and aggregated statistics).

Section 11.2 - Instructions from the Professional (Data Controller)

AZEOO processes Athletes’ Personal Data only in accordance with the Professional’s documented instructions, as set forth in these Terms and Conditions and in the Professional’s configuration of the AZEOO Services.

If AZEOO is legally required to process data in a manner not provided for in the Professional’s instructions, AZEOO will notify the Professional in advance, unless prohibited by law.

Section 11.3 - AZEOO’s Obligations as a Subcontractor

AZEOO is committed to:

• Process Athletes' Personal Data only for the purpose of providing AZEOO Services and in accordance with the Professional's instructions.
• Ensure the confidentiality of Athletes' Personal Data and ensure that those authorized to process it agree to maintain confidentiality.
• Implement appropriate technical and organizational measures to ensure a level of security commensurate with the risk (encryption, pseudonymization, access controls, activity logs).
• Do not hire any subcontractors without first notifying the Professional (a list of current subcontractors is available upon request at support@azeoo.com).
• Notify the Professional without undue delay, and no later than 48 hours after it is discovered, of any security incident affecting the Athletes’ Personal Data.
• Provide the Professional with the information necessary to demonstrate compliance with the obligations set forth in this section and cooperate with audits requested by the Professional.
• Upon termination of the contract, delete all Athletes’ Personal Data within 30 days, unless there is a legal obligation to retain it for a longer period.

Section 11.4 - International Data Transfers

In connection with AZEOO Services, certain Personal Data may be transferred to countries outside the European Economic Area (EEA). AZEOO ensures that these transfers are governed by appropriate transfer mechanisms within the meaning of Chapter V of the GDPR (including: standard contractual clauses of the European Commission, adequacy decisions, or equivalent mechanisms).

The list of sub-processors and international transfers is available upon request at support@azeoo.com

Section 11.5 - Personal Data of Professionals

The processing of Professionals’ personal data (in connection with account management and the business relationship) is governed by AZEOO’s Privacy Policy, available at [link], which includes the information required under Articles 13 and 14 of the GDPR.

Article 12 - International Compliance and Sector-Specific Regulations

Section 12.1 - Professionals established in the European Union

Professionals established in the EU are subject to French law under these Terms and Conditions, subject to any mandatory public policy provisions of their Member State of establishment that may apply (particularly with regard to consumer law if the Professional is a natural person).

Section 12.2 - Professionals based outside the European Union

These Terms and Conditions are governed by French law, except for provisions of public policy that are mandatorily applicable in the Professional’s jurisdiction.

A Professional established outside the EU warrants to AZEOO that they comply with the regulations applicable in their jurisdiction, particularly regarding the protection of their Athletes’ personal data. Accordingly, the terms of the DPA set forth in Articles 11 and 12 may be amended by way of an addendum to account for specific local requirements (including the LGPD in Brazil, the CCPA in California, PIPEDA in Canada, the PDPA in Thailand, and POPIA in South Africa).

Section 12.3 - Sectoral Compliance

Given the nature of AZEOO’s Services (sports and nutrition programs), the Professional is solely responsible for complying with the industry regulations applicable to their business in their jurisdiction, including:

• Regulations governing physical and sports activities (required certifications, insurance requirements, safety rules).
• Regulations regarding nutritional advice (restrictions on the practice of dietetics in certain countries).
• Regulations regarding health data (special categories of personal data as defined in Article 9 of the GDPR).

Article 13 - General Provisions

Section 13.1 - Tolerance

The fact that one party does not invoke a breach by the other party of any obligation arising from these Terms and Conditions shall not be construed as a waiver of the obligation in question or of any contractual right.

Section 13.2 - Changes to the Terms and Conditions

AZEOO reserves the right to modify these Terms and Conditions at any time. Any substantial modification will be notified to the Professional via email to the registered address at least 30 days prior to its effective date.

If the Professional does not accept the notified modifications, they have the right to terminate the contract at no cost during the notice period by providing written notice to AZEOO. In the absence of express termination during this period, the Professional is deemed to have accepted the new Terms and Conditions.

Section 13.3 - Assignment of the Contract

AZEOO reserves the right to transfer these Terms and Conditions to any third party in connection with a sale, merger, acquisition, or transfer of business, provided that it notifies the Professional at least 30 days prior to the effective date of the transfer. In the event of a transfer resulting in a substantial change to the terms of service, the Professional may terminate the contract at no cost during this period.

The Professional may not assign its rights and obligations under these Terms and Conditions without the prior written consent of AZEOO.

Section 13.4 - Subcontracting

AZEOO may engage subcontractors to perform all or part of the AZEOO Services and remains liable to the Professional for their performance. With regard to the processing of personal data, the obligations of the DPA apply to any Sub-processor.

Section 13.5 - Independence of the Parties

The parties are independent contractors. These Terms and Conditions do not create any agency, partnership, franchise, or employment relationship between the parties.

Section 13.6 - Partial disability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the other provisions, which shall remain in full force and effect. The parties agree to negotiate in good faith to replace such provision with a valid and equivalent one.

Section 13.7 - Entire Agreement

These Terms and Conditions, together with any signed quotes or purchase orders, constitute the entire agreement between the parties regarding their subject matter and supersede any prior agreement, proposal, or communication relating to the same subject matter.

Section 13.8 - Fairness and Good Faith

Throughout the term of these Terms and Conditions, the parties agree to perform their obligations in good faith and to promptly notify the other party of any difficulties in performance.

Article 14 - Governing Law, Mediation, and Jurisdiction

Section 14.1 - Governing Law

These Terms and Conditions are governed by French law, excluding its conflict-of-laws provisions.

Section 14.2 - Amicable Resolution

In the event of a dispute regarding the validity, interpretation, or enforcement of these Terms and Conditions, the party taking the initiative shall notify the other party by certified mail with return receipt requested (or by email with confirmation of receipt) in order to initiate an amicable resolution process.The parties shall have 60 days from the date of notification to reach an amicable agreement. If no agreement is reached by the end of this period, the dispute shall be brought before the competent courts defined below.

Section 14.3 - Competent Courts

If an amicable resolution cannot be reached, any dispute arising from these Terms and Conditions shall be brought, at the plaintiff’s discretion, before the Commercial Court of Paris or the Commercial Court of Lyon. For professionals based outside France: the parties expressly agree that the Commercial Court of Paris shall have exclusive jurisdiction, regardless of the parties’ nationality or the place of performance of the contract.

⚠ For professionals established in the EU, local public policy provisions may take precedence over the jurisdiction clause, in accordance with Regulation (EU) No. 1215/2012 (Brussels I bis).

Article 15 - Contact Information and Legal Notices

AZEOO
23 Rue Crépet
69007 LYON
FRANCE
Simplified Joint-Stock Company (SAS)
Lyon Trade Register No. 813 620 424
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Sales contact: support@azeoo.com
Technical support: support@azeoo.com
SDK security: support@azeoo.com
Data Protection Officer (DPO): support@azeoo.com