Last update: January 2023
AZEOO offers, both to professionals and consumers, a platform of digital content and services relating to sports and nutritional programmes in “Software as a Service” (SaaS) mode, via its website www.azeeo.com and the mobile aplication AZEOO (hereinafter the “AZEOO Services”).
The purpose of the present Terms and Conditions (hereinafter the “Professional Terms and Conditions”) is to define the legal framework of the provision to Professional Users (natural or legal person having the quality of “professional” as well as any legal person not acting for professional purposes), of the paying functionalities of AZEOO Services.
By browsing the present website and subscribing to a professional licence, the User declares that he/she has read and accepted in full and without reservation the Professional Terms and Conditions as well as the AZEOO Confidentiality Policy, and renounces the right to take advantage of any contradictory document, which would consequently be unenforceable against AZEOO. Any order placed by a Professional is deemed to be placed by their duly authorised representative.
The use of AZEOO Services allows access to the following functionalities:
Article 4.1 – Activation of features
These Professional Terms and Conditions apply from the moment a Professional Profile is created. The creation of the Profile is carried out via the website or the AZEOO mobile application according to the methods below:
Article 4.2 – Deactivation of features
The Professional may, at any time, proceed to deactivate his/her Profile. The effect of such a step is to make the AZEOO Services inaccessible to the Professional and to remove their Professional Profile from the AZEOO Network.
AZEOO may, at any time, proceed to deactivate a Professional Profile in the event of the Professional’s failure to comply with its obligations under these Professional Terms and Conditions.
Article 4.3 – Order and payment
The Professional wishing to subscribe to a Professional Licence must identify the offer that most closely matches their needs on the website www.azeoo.com, before sending a subscription request. This subscription request is made either via AZEOO Services, or directly by email to the AZEOO sales department.
Any subscription to a Professional Licence will therefore be carried out remotely, through a “double click” contractualisation process: validation of the order and then final confirmation of the order.
The prices for Professional Licences are those indicated on the website www.azeeo.com on the day of the order.
Payment can be made by monthly or annual direct debit:
Prices for additional AZEOO services :
Each transaction carried out by a Professional with one of its members or clients via AZEOO Services is subject to a commission of 2% of the value of the sale including VAT. This commission is deducted directly by AZEOO from the amount payable to the Professional when the sale is confirmed by its member or client.
Each transaction carried out by a Professional with one of its members or clients via AZEOO Services is subject to a commission of 2% of the value of the sale including VAT. This commission is deducted directly by AZEOO from the amount payable to the Professional when the sale is confirmed by its member or client. Physical products specifically dedicated and sold by the SHOPIFY shop via the web are not subject to such a commission.
All requests for turnkey digital content are subject to the following pricing schedules:
For tailor-made consulting, training or specific support services, the rates are available on request from the AZEOO support service: email@example.com. As an indication, the Professional can consult the following price lists:
Article 4.4 – Late payment
All prices are in euros, excluding taxes.
In accordance with Articles L. 441-10, II and D. 441-5 of the French Commercial Code, any delay in payment shall result in the payment of late payment penalties at a rate equal to three times the legal interest rate, as well as the payment of a fixed indemnity for collection costs in the amount of 40 euros.
In any case, AZEOO reserves the right to suspend access to AZEOO Services in the event of late payment.
AZEOO reserves the right to modify the prices associated with AZEOO Services at any time, provided that it informs its customers of this within 30 calendar days.
Article 4.5 – Provision of the service and no right of withdrawal
AZEOO Services are provided immediately after the validation of the order by electronic means by the Professional, and are accessible directly by him/her on the website www.azeeo.com or the mobile application AZEOO.
For the Standard and Advanced licenses, only a confirmation email is sent to the Professional.
In the case of the Customised licence, the supply of the licence takes the form of the issue of a delivery note by AZEOO to the Professional, leading to the payment of the agreed monthly fee.
After delivery of the Customised licence, the Professional and AZEOO may agree on specific developments, which are discussed and validated on a case-by-case basis in ad hoc quotations, detailing the deliverables, the deadlines and the agreed price.
The Professional acknowledges that, as a “professional”, he cannot claim any right of withdrawal in the context of the conclusion of this distance contract.
Article 4.6 – Duration
These Professional Terms and Conditions shall remain applicable for the duration of the Professional Licence subscribed to by the Professional. In this respect, the Professional shall subscribe to the offer that best suits his needs as described on the website www.azeoo.com/pro/, between the Standard licence, the Advanced licence and the Customised licence.
In the event that the Professional wishes to terminate its fixed-term commitment early within 3 months of the conclusion of the licence, a lump sum corresponding to 25% of the total amount of the contract will be due to AZEOO, regardless of the duration of the commitment entered into.
In the event that the Professional wishes to terminate his fixed-term commitment early beyond the 3 months following the conclusion of the licence, the full amount of the contract will be owed to AZEOO, whatever the duration of the commitment subscribed.
AZEOO may, at any time, terminate a Professional Licence in the event of the Professional failing to fulfil its obligations under these Professional Terms and Conditions, without the latter being entitled to any reimbursement of sums already paid, which shall in any event remain payable to AZEOO.
Article 5.1 – General obligations
The Professional undertakes to access and use the AZEOO Services in good faith, and in accordance with the exclusively professional and current purpose of its use, as a natural person or legal entity with the status of “professional”, or a legal entity not acting for professional purposes.
In this respect, the Professional acknowledges that the professional purpose of concluding these Professional GTCs 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 under these GTC.
The Professional undertakes to AZEOO to possess all the qualifications, certifications and elements required in the jurisdiction of the State from which it accesses AZEOO Services in order to carry out its activity.
In particular, the Professional is solely responsible for complying with all legal and regulatory obligations in force, in particular those relating to health, safety, or tax and social obligations relating to 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 take out an insurance policy guaranteeing their professional civil liability for all their activities and obligations arising from them, to remain insured in this way throughout the use of AZEOO Services and to justify this without delay to AZEOO each time the latter requests it.
The Professional undertakes to use the AZEOO Services in accordance with all the instructions and advice, particularly in terms of health and safety, issued by AZEOO.
Finally, the Professional undertakes not to use the AZEOO Services with the aim of damaging their proper functioning, in particular by saving or downloading harmful files or software.
Article 5.2 – Login and password
The login and password issued by AZEOO to the Professional are unique, personal and strictly confidential. The Professional is solely responsible for their disclosure, so that any connection to his/her Profile is presumed to come from him/her.
The Professional undertakes to notify AZEOO as soon as possible of any attack on the integrity, confidentiality or availability of their login and password, as well as any unauthorised use of the latter.
Article 5.3 – Health and safety
The Professional undertakes to require each of its members and clients to declare and certify that they have consulted a doctor who has declared them to be physically and psychologically fit to use AZEOO Services, in particular with regard to following sports and nutritional programmes.
Furthermore, the Professional undertakes to require each of his members and clients to recognise that participation in a sports or nutritional programme requires regular medical monitoring.
Finally, the Professional undertakes to suspend without delay the use of AZEOO Services by one of its members or clients, as soon as a medical contraindication or physical or psychological discomfort appears, in order to consult a doctor. The Professional also undertakes to inform AZEOO of this suspension.
Article 5.4 – Content
In the context of its use of AZEOO Services, the Professional undertakes not to disseminate or solicit the dissemination of content that is contrary to the law or regulations, ethics, public order and good morals of the State in which the Services are used, or that calls into question the interests and reputation of AZEOO.
In particular, the following are prohibited :
Finally, the Professional undertakes not to disseminate or solicit the dissemination of illicit copies of items protected by intellectual property law, image rights or the right to privacy.
Article 6.1 – Obligation of means
AZEOO undertakes to allow normal functioning of access and use of AZEOO Services, within the framework of an obligation of means.
In the event of a complaint or technical problem, the User may contact AZEOO by email at the following address: firstname.lastname@example.org.
Article 6.2 – Corrective and evolutionary maintenance
AZEOO undertakes to carry out corrective and evolutionary maintenance work in such a way as not to prevent or restrict access to AZEOO Services beyond a reasonable period.
In this respect, AZEOO reserves the right to take all necessary measures, including suspension of access to the AZEOO Services, in order to protect their security, integrity and availability. Insofar as possible, AZEOO will make reasonable efforts to give the User prior notice of the suspension.
Article 6.3 – Content
AZEOO is qualified as a hosting company (or storage service provider) under article 6.I.2 of the French law n°2004-575 of 21 June 2004 for confidence in the digital economy (LCEN).
In this respect, although AZEOO does not carry out any a priori control over the content posted by Users, AZEOO undertakes, in accordance with article 6.I.3 of the LCEN, to act promptly to remove any content that is contrary to these Professional Terms and Conditions or to make access to it impossible.
In accordance with Article 6.I.7 of the LCEN, any User may report any illicit or abusive content by clicking on the “Report abuse” tab provided for this purpose.
Any removal of content or action aimed at making access impossible is carried out without prejudice to the right of AZEOO to bring an action for compensation for the prejudice suffered as a result of the User’s wrongful behaviour. On the other hand, such an action may not under any circumstances give rise to a right to compensation for the User.
Article 7.1 – Compatibility with needs and facilities
The User alone ensures that the AZEOO Services correspond to its needs and are compatible or interoperable with its equipment.
In this regard, the User acknowledges that :
The AZEOO Services are provided on an “as is” basis, it being understood that AZEOO does not provide any guarantee that the AZEOO Services (i) are free from anomalies, defects, errors or bugs, (ii) operate without failure or interruption, (iii) operate in combination with any equipment, software, system or data, (iv) are free from any virus or any other harmful element
The information provided in the context of the use of AZEOO Services is of a general nature. Consequently, it is up to the User to take all appropriate measures to protect his own equipment, software, systems or data against any attack.
Article 7.2 – Use of AZEOO Services
The User is solely responsible for the use he makes of AZEOO Services.
In particular, the User is solely responsible for setting the parameters for the publication of his/her content. In this respect, the User is informed that content that he/she wishes to keep private or confidential must not be published.
Article 7.3 – Exclusion of liability
Under no circumstances shall AZEOO be held responsible for any direct or indirect damage resulting from :
Under no circumstances shall AZEOO be held liable for indirect damage of any nature whatsoever, such as, but not limited to, financial, commercial or customer loss, commercial disruption, loss of profits or anticipated savings, loss of image, loss of data, or an increase in costs incurred by the User as a result of a breach by AZEOO of one of its obligations under these GTC. This exclusion of liability for indirect damage also applies in the event of action by a third party.
Article 7.4 – Limitation of liability
Under no circumstances shall AZEOO’s overall liability for direct damage arising from a breach of one of its obligations under these GTCs exceed the total amount paid by the User in the 12 (twelve) months preceding the occurrence of the first incident giving rise to liability. In no case may AZEOO’s liability for direct damage be sought beyond a period of 2 (two) months following the occurrence of the first incident giving rise to liability. This limitation of liability for direct damage also applies in the event of action by a third party.
Article 8.1 – Ownership of AZEOO Services
All the elements (in a non-limitative way: photos, videos, texts, articles, logos, documents, interface) making up the AZEOO Services (in their website version as well as their mobile application) are protected by intellectual property rights owned either by AZEOO or by third parties who have authorised AZEOO to use them.
These elements are only available for consultation by Users via the functionalities, in the absence of a prior written agreement. This right of consultation is personal, non-exclusive, non-transferable and limited to the use of AZEOO Services in compliance with the present Professional Terms and Conditions. In this respect, acceptance of the present Professional Terms and Conditions does not result in any transfer of intellectual property rights to the User.
Any total or partial use of the elements that make up AZEOO Services, by any means whatsoever or on any medium whatsoever, for commercial or advertising purposes, is prohibited and engages the responsibility of the User.
In particular, the User is strictly forbidden to:
Article 8.2 – Ownership of content published by the Professional
The Professional may publish on AZEOO Services content of which he 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 images and videos) published by him/her on the AZEOO Services (website and/or mobile application), and that he/she respects the image rights of third parties.
With regard more particularly to the embedded videos published by the Professional on the AZEOO Services and communicated to its clients and Athlete members, the Professional guarantees to AZEOO to respect the intellectual property rights and image rights of third parties.
Personal data refers to all information that allows the User to be identified, directly or indirectly. AZEOO processes certain personal data of the User. The modalities of this processing are described in the AZEOO Confidentiality Policy.
Article 10.1 – Tolerance
No tolerance by one of the parties, even repeated, shall constitute a waiver by it of any of the stipulations of these Professional Terms and Conditions.
Article 10.2 – Amendments
AZEOO may modify the present Professional GTC.
Where appropriate, changes will be notified in advance and made visible on the website and mobile application.
By continuing to use the AZEOO Services following such a notification, the User will be considered to have accepted the modifications.
Article 10.3 – Fairness & good faith
Throughout the duration of these Professional GTCs, AZEOO and the Professional undertake to act in good faith with regard to their mutual rights and obligations. In this respect, each of the parties undertakes to inform the other without delay of any difficulty that it may encounter in the context of the performance of these Professional GTC.
Article 10.4 – Partial disability
In the event that one of the provisions of these Professional GTCs is declared null and void or unenforceable by a judicial or administrative authority of a State, it shall be deprived of effect only in that State and only for the elements raising a difficulty.
In the event of the invalidity or unenforceability of any of the provisions of these GTC Professional, the parties shall seek in good faith valid equivalent provisions. In any event, the other provisions shall retain their full force and scope.
Article 10.5 – Circulation of the contract
AZEOO retains the option of transferring the present Professional GTC to any third party of its choice at any time. Where applicable, the assignment will be made enforceable against the Professional by the notification sent by the third party assignee to the Professional.
Article 10.6 – Subcontracting
AZEOO retains the right to involve any subcontractors in the context of the execution of these Professional Terms and Conditions.
Article 10.7 – Non-solicitation of personnel and non-competition
Except with the prior written agreement of AZEOO, the Professional shall refrain from soliciting with a view to hiring or hiring, directly or indirectly, any employee, consultant or employee of AZEOO, whether salaried or not, even if the initial solicitation is made by the employee.
The Professional shall refrain from using 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 stipulation shall apply throughout the duration of the contractual relationship and for a period of 3 years from the end of the contractual relationship, whatever the cause, and regardless of the geographical location of the Professional.
In the event of a breach of this article, the Professional will be obliged to pay AZEOO, by way of a penalty clause, a flat-rate and final indemnity of an amount equal to 120,000 Euros.
Article 10.8 – Commercial references
Each of the parties authorises the other, throughout the duration of their contractual relationship and without any time limit after their termination, to use the elements proper for the purpose of identification as a reference for their commercial activities, such as the company name, the trade name, the logo, the group to which it belongs and the activity, as well as any other information of a non-confidential nature, for reference purposes.
Article 10.9 – Independence of the parties
Each party is an independent contractor acting in its own name and under its own responsibility, and neither is entitled to exercise control over the conduct of the other’s business under these Professional Terms and Conditions.
None of the stipulations of these Professional Terms and Conditions may be interpreted as creating an employer-employee relationship between the parties.
Each of the parties shall refrain from entering into any commitment in the name of and on behalf of the other, and shall remain fully responsible for its personnel and its services and products.
These Professional Terms and Conditions are governed by French law.
In the event that a dispute arises as to the validity, interpretation or execution of these Professional GTCs, the more diligent party shall send the other party a registered letter with acknowledgement of receipt, in order to request an amicable resolution procedure.
In the absence of an amicable resolution within 90 days from the date of the first presentation of the registered letter with acknowledgement of receipt referred to in this article, the dispute shall be brought before the courts within the jurisdiction of the Court of Appeal of Paris, which shall have exclusive jurisdiction.
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R.C.S. Montpellier N°813 620 424