General conditions "Professional" of use and service

Last update: January 2023

Article 1 - Purpose

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.

Article 2 - Definitions

  • Athlete: natural person having the quality of “consumer” within the meaning of the introductory article of the Consumer Code and using the AZEOO Services. 
  • Partner applications: mobile applications operated by third parties, interoperable with AZEOO Services.
  • Badge: virtual reward awarded to Users according to their activity recorded by AZEOO. 
  • Challenge: a proposal from AZEOO or a Professional for Athletes to take up a particular challenge in a defined time period. The participating Athlete(s) may be awarded points or Badges under the conditions defined by the author of the Challenge. 
  • Professional licence: access to AZEOO Services provided for a fee according to the conditions defined on the https://azeoo.com/pro/ website, notably allowing access to specific functionalities intended for Professionals. 
  • Training logger: logbook containing the athlete’s training and performance history, as well as the evolution of his anthropometric data. 
  • Nutrition logger: a log containing the history of the food consumed by the athlete, as well as the evolution of his/her nutritional data. 
  • Professional: natural or legal person having the quality of “professional” within the meaning of the preliminary article of the Consumer Code and using AZEOO Services, but also any legal person using the same services without acting for professional purposes. In particular, fitness centers/hotel etablishments/crosstraining/crossfit.coaching boxes ans studios but also personal trainers, influencers and dieticians are identified as Professionals.
  • 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 programme: a sequence of training sessions to be carried out within a defined period of time. 
  • AZEOO Network: feature of AZEOO Services allowing Users to communicate with each other through messages and comments, and to view each other”s sports and nutritional activities. 
  • Training Session: sequence of sports exercices durint the same day and whose execution instructions are given via the AZEOO Services by means of texts/sounds/images/videos. The Training Sessions are designed and proposed by the 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 the "Professional" features

The use of AZEOO Services allows access to the following functionalities

  • Access to the dashboard of the application with the indicators of use of AZEOO Services.
  • Access to the CRM module “Clients”.
  • Access to the Customer Team Challenge module.
  • Creation of “Call to Action” buttons directly in the mobile application.
  • Access to its invoices. 
  • Design of specific training sessions and programmes for the Professional’s members and clients.
  • Design of VOD, live or masterclass video courses, as well as specific video training exercises for the Professional’s members and clients.
  • Linking the Professional to the User Profiles of its own members and clients for performance monitoring and matchmaking purposes. 
  • Access to the booking tool. 
  • Access to the integrated additional sales module “Products”, connected and synchronised with STRIPE Connect. 
  • Access to the discovery session and sponsorship features. 
  • Dissemination of advertising and/or promotional offers on the AZEOO Network to the Professional’s own members and clients. 
  • Creation of its own specific QR code to access the mobile application. 
  • Access to the Campaign features to create segmentable push notifications.  
  • Access to technical support.

Article 4 - Access to features

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: 

  • Via Facebook:  the Professional connects their Facebook account to AZEOO Services. AZEOO then automatically collects the data necessary for the activation of its services.
  • Via registration by email:  the Professional fills in a dedicated form with his/her name, first name, professional email adress, the 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 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

  • Monthly Direct Debit – The first month’s subscription is paid at the time of subscription to the Professional Licence, and invoiced in full even if it is incomplete. 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 Licence. Thereafter, payment is due annually on the date of the invoice, which will be issued on the anniversary of the subscription.

Prices for additional AZEOO services

  • Integrated additional sales – AZEOO is partnering with the payment service provider STRIPE in order to offer the Professional the possibility of carrying out transactions directly with its members and clients, by means of a secure payment via an SSO connection to the STRIPE Connect service. 

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. 

Any transaction carried out by this means will be subject to the  STRIPE Terms of Use and Privacy  Policy. 

  • Integrated web and mobile shop – AZEOO partners with the SHOPIFY e-commerce platform to offer the Professional a SHOPIFY web shop 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. 

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.

Any transaction carried out by this means will be subject to the  SHOPIFY Terms of Use  and  Privacy Policy.

  • Customised support and assistance – For the services of integrating a customised SHOPIFY shop, the rates are available on request from the AZEOO support department: support@azeoo.com. As an indication, the Professional can consult the AZEOO SHOPIFY Shop price list.

All requests for turnkey digital content are subject to the following pricing schedules: 

  • AZEOO Premium price list. 
  • AZEOO Challenges price list. 

For tailor-made consulting, training or specific support services, the rates are available on request from the AZEOO support service: support@azeoo.com. As an indication, the Professional can consult the following price lists: 

  • AZEOO Training and Support Price List. 
  • Other AZEOO 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. 

  • If the licence is subscribed without any commitment of duration – The subscription is concluded for an indefinite period and the payment is monthly. The Professional may terminate the contract at any time by email, giving 2 months’ notice. The cancellation will therefore take effect at the end of a period of 2 months from the day the cancellation email is sent. 
  • If the licence is subscribed to with a time commitment – The subscription is concluded for a fixed period (12, 24 or 36 months), and is tacitly renewable. The Professional may inform AZEOO of its wish not to tacitly renew the contract by email, up to 2 months before the end of the contract. Failing this, the contract is tacitly renewed under the same conditions of duration and price. 

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 - Obligations of the Professional

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 :

  • Content that is offensive 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 disseminate or solicit the dissemination 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 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 - Liability

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 : 

  • Use of AZEOO Services that does not comply with these T&Cs. 
  •  Customized license.
  • A malfunction of the User’s equipment.  
  • Fraudulent access to the User’s data.
  • A case of force majeure within the meaning of Article 1218 of the Civil Code and the case law of the French courts and tribunals in this area. 

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 - Intellectual property

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

  • Remove the identification and ownership mentions of AZEOO Services. 
  • Proceed with any form of use, exploitation and reproduction of the elements described above,
  • Modify, alter, adapt or make any change whatsoever to the presentation and content of AZEOO Services,
  • Intervene on the AZEOO Services in any way and for any reason whatsoever, including to correct errors.
  • Modify or seek to circumvent any protective feature of the AZEOO Services. 

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.

  • For videos of which he is the author, the Professional declares and guarantees that he holds all the rights, titles and autorisations on the intellectual property rights of the videos published and that he has obtained all the autorisations for ilage rights necessary the intellectual propertu rights of the videos published representation and exploitation of theses videos on the AZEOO Services (Website and/or mobile application). 
  • For third party videos, the Professional decalres and guarantees to have obatined form the authors of these videos all the autorisation necessary for the reproduction.
  • The Professional also declares and guarantees to use these videos in compliance with the moral rights of third party authors.
  • The Professional remains solely responsible for all content and data published as well as for his choices of sharing. The Professional shall not publish content or data that he wishes to remain confidential. AZEOO rserves the right to publish content and data published by the Professional.
  • The Professional declares that he has the rights and abilities necessary for the publication of the products and services that he publishes 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 theses 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 certain personal data of the User. 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 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.

Article 11 - Applicable law and competent courts

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.

Article 12 - Contact

AZEOO

23 Rue Crépet 69007

Lyon – France

E-mail address: hello@azeoo.com 

Simplified joint stock company

R.C.S. LYON N°813 620 424

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