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

Article 1 - Purpose

AZEOO offers, for both professionals and consumers, a platform of digital content and services relating to sports and nutritional programs in "Software as a Service" (SaaS) mode, via its website azeoo.com and the mobile application AZEOO (hereafter the "AZEOO Services").

The purpose of the present Terms and Conditions (hereinafter the "Professional Terms and Conditions") is to define the legal framework for 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 paid functionalities of AZEOO Services.

‍By browsing the present website and subscribing to a professional license, the User declares to have read and accepted in full and without reservation the Professional Terms and Conditions as well as the AZEOO Privacy PolicyConfidentiality 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 have been placed by his or her duly authorized representative.

Article 2 - Definitions

• Athlete: physical person having the quality of "consumer" as defined in the introductory article of the French Consumer Code and using AZEOO Services.
• Professional: natural person or legal entity having the status of "professional" as defined in the preliminary article of the French Consumer Code and using AZEOO Services, but also any legal entity using the same services without acting for professional purposes. In particular, fitness centers, hotels, fitness/crosstraining/crossfit/coaching boxes and studios, as well as personal trainers, sports coaches, physical trainers, sports influencers and dieticians are identified as Professionals.
• Professional license: access to AZEOO Services provided for a fee according to the conditions defined on the azeoo.com site, notably allowing access to specific functionalities intended for Professionals.
• Partner applications: mobile applications operated by third parties, interoperable with AZEOO Services.
• Badge: virtual reward awarded to Users based on their activity recorded by AZEOO.
• Training logger: log containing the athlete's training and performance history, as well as the evolution of his anthropometric data.
• Nutrition logger: a journal containing the history of food consumed by the athlete, as well as the evolution of his/her nutritional data.
• User Profile: personal space containing, in particular, the personal data collected from the User at the time of their registration and during their use of AZEOO Services. 
• Training program: sequence of training sessions to be carried out over a defined period of time.
• Nutrition program: a set of recipes, foods and information notes to be followed over a defined period of time.
• AZEOO Network: feature of AZEOO Services enabling Users to communicate with each other via messages and comments, and to view each other's sports and nutritional activities. 
• Training Session: sequence of sports exercises during the same day, for which the instructions for execution are given via the AZEOO Services by means of text/sound/images/videos. Training Sessions are designed and proposed by Professionals for their clients and Athlete members, or by AZEOO for all Athletes.
• User: Athlete or Professional, individually attached to a User Profile, and together forming the "AZEOO Community".

Article 3 - Description of "Professional" functions

The use of AZEOO Services allows access to the following functionalities:

• Access to the application dashboard with AZEOO Services usage indicators.
• Access to the "Customers" CRM module.
• Design of specific training sessions and programs for the Professional's members and customers.
• Design of VOD, live or masterclass video courses, as well as specific video training exercises for Le Professionnel members and customers.
• Design of specific recipes and nutrition programs for the Professional's members and customers.
• Linking the Professional to the User Profiles of its own members and customers for the purposes of performance monitoring and matchmaking.
• Access to the planning and booking module.
• Access to the integrated "Products" add-on sales module, connected and synchronized with STRIPE Connect.
• Dissemination of advertising and/or promotional offers to the Professional's own members and customers.
• Access to the campaign module to create segmentable push notifications for members and customers.
• Access to the messaging module enabling exchanges between the Professional and his members and customers.
• Access to technical support.

Article 4 - Access to functionalities

Article 4.1 - Feature activation

The present Professional Terms and Conditions apply as soon as a Professional Profile is created.

The creation of the Profile is carried out through the AZEOO website or mobile application according to the modalities below:

• Via Facebook: the Professional connects his/her Facebook account to AZEOO Services. AZEOO then automatically collects the data necessary to activate its services.
• Via email registration: the Professional fills in a dedicated form with his/her first and last name, professional email address (login), professional telephone number and password. AZEOO Services will be activated upon receipt of this form (https://app.azeoo.com/register).

Article 4.2 - Deactivation of functionalities

The Professional may, at any time, deactivate his/her Profile. The effect of such a step is to make AZEOO Services inaccessible to the Professional and to remove his/her Professional Profile from the AZEOO Network.

AZEOO may, at any time, proceed with the deactivation of a Professional Profile in the event of a breach by the Professional of his/her obligations under the present Professional Terms and Conditions.

Article 4.3 - Order and payment

The Professional wishing to subscribe to a Professional License must identify the offer that best suits his or her needs on the azeoo.com website, before sending a subscription request. This subscription request is made either through the AZEOO Services, or directly by email to the AZEOO sales department.

Any subscription to a Professional License will therefore be carried out remotely, through a "double click" contractualization process: validation of the order, then final confirmation of the order.

The Professional License prices are those indicated on the azeoo.com website on the day of the order.

Payment can be made by monthly or annual direct debit:

• Monthly direct debit - The first month's subscription is paid at the time of subscription to the Professional License. Thereafter, payment is due each month on the invoice date.
• Annual direct debit - The first year's subscription is paid at the time of subscription to the Professional License. Thereafter, payment is due each year on the invoice date, which will be issued on the subscription anniversary date.

Prices for additional AZEOO services :

• Additional integrated sales - AZEOO has teamed up with payment service provider STRIPE to offer the Professional the possibility of carrying out transactions directly with its members and customers, using secure payment via an SSO connection to the STRIPE Connect service.
  
  Each transaction carried out by a Professional with one of its members or customers via the AZEOO Services is subject to a commission of 2% of the value of the sale, including VAT. This commission is directly deducted by AZEOO from the amount payable to the Professional upon confirmation of the sale by his member or customer.
  
  Any transaction carried out via this means will be subject to the STRIPE Terms of use and confidentiality.
• Integrated web and mobile store - AZEOO partners with the SHOPIFY e-commerce platform to offer the Professional a SHOPIFY web store system integrated with the AZEOO web and mobile platform via an SSO connection, and also offering secure payment via an SSO connection to the STRIPE Connect service.
  
  Any transaction carried out by this means will be subject to the SHOPIFY Terms of Use and Privacy Policy, as well as, where applicable, to the STRIPE Terms of Use and Privacy Policy.
  
  Any transaction carried out by this means will be subject to the STRIPE Terms of Use and Privacy Policy.
• Customized support - For custom SHOPIFY store integration services, rates are available on request from AZEOO's support department: support@azeoo.com
  
  For customized consulting, training or support services, rates are available on request from AZEOO's support department: support@azeoo.com.

Article 4.4 - Late payment

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 will 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 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, subject to informing its customers 30 calendar days in advance.

Article 4.5 - Provision of 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 on the azeoo. com website or the AZEOO mobile application.

For the Essential and Professional licenses, only a confirmation email is sent to the Professional.

For the Customized license, the provision of this license is materialized by the signing of the quote by the Professional, immediately leading to the payment of the agreed monthly or annual fee.

Subsequent to the delivery of the Customized license, 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 deliverables, deadlines and the agreed price.

The Professional acknowledges that in his capacity as a "professional", he cannot claim any right of retraction in the context of the conclusion of the present distance contract.

Article 4.6 - Duration

The present Professional GTC remain applicable for the entire duration of the Professional License subscribed by the Professional. In this respect, the Professional subscribes to the offer that best corresponds to his/her needs as described on the azeoo.com website, between the Essential license, the Professional license and the Customized license.

• If the license is taken out for an indefinite period - The subscription is for an indefinite period, with monthly or annual payment. The Professional may cancel the contract at any time by e-mail, giving 2 months' notice before the renewal date. Cancellation takes effect at the end of 2 months from the date the cancellation email is sent.
• If the license is subscribed for a fixed term - The subscription is concluded for a fixed term (24 or 36 months), and is tacitly renewable. The Professional may inform AZEOO of his wish not to tacitly renew the contract by e-mail, up to 2 months before the end of the contract. Failing this, the contract will be tacitly renewed under the same conditions of duration and price.
  
  In the event that the Professional wishes to terminate his fixed-term contract early within 3 months of the conclusion of the license, a lump sum corresponding to 25% of the total amount of the contract will be due to AZEOO, whatever the duration of the contract.
  
  In the event that the Professional wishes to terminate his fixed-term contract early, beyond 3 months following the conclusion of the license, the full amount of the contract will be due to AZEOO, whatever the duration of the contract.

AZEOO may, at any time, terminate a Professional License in the event of the Professional's failure to meet his obligations under the present Professional Terms and Conditions, without the latter being entitled to any reimbursement of sums already paid, which will in any case remain the property of AZEOO.

Article 5 - Obligations of the Professional

Article 5.1 - General obligations

The Professional undertakes to access and use the AZEOO Services in good faith, and in coherence with the exclusively professional and current purpose of its use, as a natural person or legal entity having the quality of "professional", or legal entity not acting for professional purposes.

In this respect, the Professional acknowledges that the professional purpose of the conclusion of the present Professional GTC 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 the present GTC.

The Professional undertakes to AZEOO that he/she possesses 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 is solely responsible for respecting all legal and regulatory obligations in force, in particular those relating to health, safety, or tax and social obligations relating to his/her professional activity.

The Professional undertakes to immediately inform AZEOO of the cessation of his/her professional activity and of the cessation of his/her registration, whatever the cause.

The Professional undertakes to take out an insurance policy guaranteeing his/her professional civil liability for all his/her activities and obligations arising therefrom, to remain so insured for the entire duration of the use of AZEOO Services and to justify this without delay to AZEOO each time the latter so requests.

The Professional agrees to use the AZEOO Services in conformity with all instructions and advice, notably in matters of health and safety, issued by AZEOO.

Finally, the Professional agrees not to use the AZEOO Services with the aim of harming their proper functioning, notably 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 his/her login and password, as well as any unauthorized use of the latter.

Article 5.3 - Health and safety

The Professional undertakes to require each of his members and clients to declare and certify that he has consulted a doctor who has declared him physically and psychologically fit to use AZEOO Services, in particular with regard to following sports and nutritional programs.

Furthermore, the Professional undertakes to require each of his members and clients to recognize that participation in a sports or nutritional program requires regular medical follow-up.

Finally, the Professional undertakes to immediately suspend the use of AZEOO Services by one of his 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.

The following in particular are prohibited:

• Content that is abusive or defamatory, discriminatory, sexual, obscene or pornographic, or otherwise prohibited by law.
• Content that constitutes a threat, harassment or incitement to hatred or violence, or content that is inappropriate or offensive.
• Content of a political or religious nature.
• Advertising or commercial content from an Athlete Profile.

Finally, the Professional undertakes not to distribute or solicit the distribution of illicit copies of items protected by intellectual property law, image rights or the right to privacy.

Article 6 - Obligations of AZEOO

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: support@azeoo.com

Article 6.2 - Corrective and upgrade maintenance

AZEOO undertakes to carry out corrective and evolutionary maintenance in such a way as not to prevent or restrict access to AZEOO Services beyond a reasonable period of time.

In this respect, AZEOO reserves the right to take all necessary measures, including suspending access to 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 June 21st 2004 for confidence in the digital economy (LCEN).

In this respect, if AZEOO does not carry out any a priori control on the content posted by Users, AZEOO undertakes in accordance with article 6.I.3 of the LCEN to act promptly to remove any content contrary to the present Professional GTC or to render access to it impossible.

In accordance with article 6.I.7 of the LCEN, any User may thus 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 to it impossible is carried out without prejudice to AZEOO's right to bring an action for damages suffered as a result of the User's wrongful behavior. On the other hand, such action shall in no case give rise to a right to compensation for the User.

Article 7 - Liability

Article 7.1 - Compatibility with needs and facilities

The User alone ensures that the AZEOO Services correspond to his/her needs and are compatible or interoperable with his/her equipment.

In this respect, the User acknowledges that :

• The AZEOO Services are provided "as is", it being understood that AZEOO does not provide any guarantee as to the fact that the AZEOO Services (i) are free of anomalies, defects, errors or bugs, (ii) function without breakdown or interruption, (iii) function in combination with any equipment, software, system or data, (iv) are free of 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 the User's responsibility to take all appropriate measures to protect their 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 the AZEOO Services.

The User is notably solely responsible for the publication parameters of his content. In this respect, the User is informed that content that he wishes to keep private or confidential must not be published.

Article 7.3 - Exclusion of liability

Under no circumstances will AZEOO be held responsible for any direct or indirect damage resulting from :

• Any use of AZEOO Services that does not comply with the present GTC.
• Any delays, in particular relating to registration or updating, imposed by application hosting providers in connection with the supply of a Customized license.
• A malfunction of the User's equipment.
• Manifestly illicit content published by a User, provided that after becoming aware of it, AZEOO has promptly removed said content or made access to it impossible.
• Fraudulent access to the User's data.
• Failure to comply with the health and safety instructions issued by the Professional and/or his service providers to his customers and athlete members.
• Delays related to the validation of the Professional Application (on Android and iOS) by Google and Apple as part of the implementation of the Customized offer.
• A case of force majeure within the meaning of article 1218 of the French Civil Code and the case law of the French courts.

In no event will AZEOO be liable for indirect damages of any nature whatsoever, such as, but not limited to, financial, commercial or customer loss, business disruption, loss of anticipated profits or savings, loss of image, loss of data, increased costs incurred by the User as a result of a breach by AZEOO of any of its obligations under these GTC. This exclusion of liability for consequential damages also applies in the event of action by a third party.

Article 7.4 - Limitation of liability

In no event will AZEOO's aggregate liability for direct damages resulting from a breach of any of its obligations under these GTC exceed the total amount paid by the User in the 12 (twelve) months prior to the occurrence of the first incident giving rise to liability. In no case may AZEOO's liability for direct damages 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 damages also applies in the event of an action by a third party.zzz

Article 8 - Intellectual property

Article 8.1 - Ownership of AZEOO Services

All elements (in a non-limitative way: photos, videos, texts, articles, logos, documents, interface) composing the AZEOO Services (in their website and mobile application versions) are protected by intellectual property rights held either by AZEOO, or by third parties having authorized AZEOO to use them.

These elements are only available for consultation by Users via the functionalities, in the absence of prior written agreement. This right of consultation is personal, non-exclusive, non-transferable and limited to the use of AZEOO Services in accordance with the present Professional Terms and Conditions. In this respect, acceptance of the present Professional Terms and Conditions does not transfer any intellectual property rights to the User.

Any use, in whole or in part, 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, it is strictly forbidden for the User to :

• Carry out any form of use, exploitation or reproduction of the elements described above, totally or partially, by any means whatsoever, without the prior written consent of AZEOO.
• Copy, modify, assemble, decompile, alter, sell, rent, lease, loan, broadcast, distribute or transfer all or part of the AZEOO Services, create derivative works from these services or authorize a third party to commit such acts without the prior written consent of AZEOO.
• Modify, alter, adapt or make any change whatsoever to the presentation and content of AZEOO Services, as well as to the trademarks, trade names and logos affixed to these services.
• Delete the identification and ownership mentions of AZEOO Services.
• Intervene on the AZEOO Services in any way and for any reason whatsoever, including to correct errors, evolutionary and corrective maintenance being carried out exclusively by AZEOO and its subcontractors.
• Modify or attempt to circumvent any protective device of the AZEOO Services.

Article 8.2 - Ownership of content published by the Professional

The Professional may publish on the AZEOO Services content of which he is the author and/or third-party content.

The Professional guarantees to AZEOO that he holds all rights, titles and authorizations on the intellectual property rights of the content (notably images and videos) published by him on the AZEOO Services (website and/or mobile application), and that he respects the image rights of third parties.

In the case of embedded videos published by the Professional on the AZEOO Services and communicated to his clients and Athlete members, the Professional guarantees AZEOO that he will respect the intellectual property rights and image rights of third parties:

• For videos of which he is the author, the Professional declares and guarantees to be the holder of all rights, titles and authorizations on the intellectual property rights of the published videos and to have obtained all authorizations for image rights necessary for the reproduction, representation and exploitation of these videos on the AZEOO Services (Internet site and/or mobile application) and this, for the entire duration of use of these services.
• For third-party videos, the Professional declares and guarantees to have obtained from the authors of these videos all necessary authorizations for the reproduction, representation and exploitation of these videos on AZEOO Services (Internet site and/or mobile application), and this, for the entire duration of use of these services. The Professional also declares and guarantees to use these videos in compliance with the moral rights of third-party authors.

By publishing content (in particular images and videos), the Professional may consent, according to the confidentiality settings he/she has determined, to this content being shared with the AZEOO Community and/or on the social networks of partner Applications. The Professional may stop sharing content at any time by deleting it.

The Professional remains solely responsible for all content and data published, as well as for his or her sharing choices. The Professional must not publish content or data that he/she wishes to remain confidential. AZEOO reserves the right to publish content and data published by the Professional and mentioning AZEOO Services, for advertising purposes.

The Professional declares that he/she has the necessary rights and abilities to publish the products and services that he/she distributes on AZEOO. The creation, manufacture or distribution of products or services by the Professional on AZEOO Services gives the right and aptitude to the publication of these same products and services by AZEOO for the duration of the contract only. In particular, AZEOO reserves the right to publish content and data published by the Professional and mentioning AZEOO Services, for advertising purposes.

Article 9 - Personal data

Personal data refers to all information that allows the User to be identified, directly or indirectly.

AZEOO processes some of the User's personal data. The modalities of this processing are described in the AZEOO Confidentiality Policy.

Article 10 - General

Article 10.1 - Tolerance

No tolerance by one of the parties, even repeated, shall constitute a waiver by that party of any of the stipulations of these Professional GTC.

Article 10.2 - Modifications

AZEOO may modify the present Professional Terms and Conditions.

Where applicable, the modifications will be notified in advance in a visible manner on the Website and the mobile application.

By continuing to use AZEOO Services following such notification, the User will be considered to have accepted the modifications.

Article 10.3 - Fairness & good faith

Throughout the duration of the present Professional GTC, AZEOO and the Professional undertake to act in good faith with regard to their reciprocal rights and obligations. In this respect, each party undertakes to inform the other without delay of any difficulty it may encounter in the execution of the present Professional GTC.

Article 10.4 - Partial disability

In the event that any provision of these GTC Professional is declared null and void or inapplicable by a judicial or administrative authority of any State, such provision shall only be ineffective in such State and only in respect of those elements which raise a difficulty.

In the event of nullity or inapplicability of any provision of these GTC Professional, the parties shall seek in good faith valid equivalent provisions. In any event, the other stipulations shall retain their full force and scope.

Article 10.5 - Circulation of the contract

AZEOO retains the right to assign the present Professional GTC to any third party of its choice at any time. In such a case, the assignment will be enforceable against the Professional by notification sent by the third party assignee to the Professional.

Article 10.6 - Subcontracting

AZEOO retains the right to involve any subcontractors within the framework of the execution of the present Professional Terms and Conditions.

Article 10.7 - Non-solicitation of personnel and non-competition

Except with the prior written agreement of AZEOO, the Professional is forbidden to solicit with a view to hiring or to hire, directly or indirectly, any AZEOO collaborator, consultant or employee, whether salaried or not, even if the initial solicitation is made by the collaborator.

The Professional is forbidden to use the documents, information, results, know-how or data transmitted by AZEOO with the aim of developing or marketing a solution competing with that developed and marketed by AZEOO.

The present stipulation applies throughout the duration of the contractual relationship and for a period of 3 years from the end of the latter, whatever the cause, and whatever the geographical location of the Professional.

In the event of violation of the present article, the Professional will be obliged to pay AZEOO, as a penalty clause, a fixed and definitive indemnity equal to 120,000 euros.

Article 10.8 - Commercial references

Each party authorizes the other, for the duration of their contractual relationship and without limitation of time after their termination, to use the elements specific to the purpose of allowing identification as a reference for their commercial activities, such as corporate name, trade name, logo, group and activity, as well as any other information of a non-confidential nature, for reference purposes.

Article 10.9 - Independence of the parties

Each of the parties is an independent contractor acting in its own name and under its sole responsibility, and neither is authorized 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 undertakes not to enter into any commitment in the name of and on behalf of the other, and furthermore remains fully responsible for its personnel as well as its services, products and services.

Article 11 - Applicable law and competent courts

These Professional Terms and Conditions are governed by French law.

In the event of a dispute arising as to the validity, interpretation or performance of these Professional Terms and Conditions, the more diligent party shall send the other party a registered letter with acknowledgement of receipt, in order to request an amicable resolution procedure.

Failing amicable resolution within 90 days of the date of first presentation of the registered letter with acknowledgement of receipt referred to in this article, the dispute will be brought before the courts of the jurisdiction of the Paris Court of Appeal, which shall have exclusive jurisdiction.

Article 12 - Contact

AZEOO
23 Rue Crépet
69007 LYON
FRANCE
E-mail: contact@azeoo.com
Société par actions simplifiée
R.C.S. Lyon N°813 620 424