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

By subscribing to an AZEOO License, the Professional declares that they have read, understood, and accepted without reservation these Terms and Conditions in their entirety, as well as the AZEOO Privacy Policy available at azeoo.com/confidentialite. Acceptance, indicated by checking a box during the ordering process or by signing a quote, constitutes a binding commitment by the legal representative or duly authorized agent of the legal entity.

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 Terms and Conditions of Sale exclusively govern the contractual relationship between AZEOO and any individual or legal entity acting for purposes related to its professional activity (hereinafter the “Professional”), to the exclusion of consumers as defined in the introductory article of the Consumer Code. The terms and conditions applicable to Athletes are set forth in a separate document available at azeoo.com/conditions-generales-utilisation-athlete.

Precedence of the Terms and Conditions: Any order constitutes acceptance of these Terms and Conditions, to the exclusion of any document issued by the Professional (including, but not limited to, its general terms and conditions of purchase), which shall not be enforceable against AZEOO unless prior written consent has been obtained.

These Terms and Conditions apply to Professionals based in France as well as internationally, subject to any mandatory local provisions.

Article 2 - Definitions

• “Partner Application”: a mobile or web application developed by a Partner, into which AZEOO features are integrated via the SDK License.
• “Athlete”: a natural person who is a consumer and uses AZEOO Services for personal purposes through a Professional’s account.
• "API Key": a confidential identifier issued by AZEOO that enables authentication of calls from the Partner Application to the AZEOO backend.
• “Professional Content”: any content (text, images, videos, programs, recipes, etc.) created, published, or uploaded by the Professional on the AZEOO platform.
• “DPA”: data processing agreement set forth in Article 11 hereof, governing the processing of Athletes’ personal data by AZEOO on behalf of the Professional.
• “Professional License”: access to the paid features of AZEOO Services, under one of the Essential, Professional, or Customized plans.
• "Partner": A third-party professional or application developer who holds an SDK license.
• "Professional Profile": a secure personal space for professionals within AZEOO Services.
• "Call quota": the monthly volume of API calls included in the SDK license you have purchased, as indicated on azeoo.com/pricing.
• “GDPR”: Regulation (EU) 2016/679 of April 27, 2016.
• “SLA”: AZEOO’s service availability commitment as defined in Article 8.
• “Subcontractor”: a third-party service provider that AZEOO engages to perform all or part of the data processing on behalf of the Professional.
• “End User”: a user of the Partner Application whose data is transmitted to AZEOO via the SDK.
• “Data Breach”: a personal data breach as defined in Article 4.12 of the GDPR (unauthorized access, disclosure, alteration, loss, or destruction).

Article 3 - Description of Offers and Features

Article 3.1 - Professional Degree Programs

AZEOO offers three levels of Professional Licenses, described at azeoo.com/tarifs, the terms of which are subject to change in accordance with Article 13.2:

• Essential License: Access to the application dashboard, which displays usage metrics for AZEOO Services, as well as basic program design and distribution features.
• Professional License: expanded access that includes the CRM, scheduling, payment, and marketing modules.
• Customized License: A white-label mobile app customized with the Professional's branding, with a 24-month commitment.

Section 3.2 - Key Features

While this list is not exhaustive, AZEOO Services include, among others: a tracking dashboard; a CRM module with athlete tracking history; the design and distribution of sessions, training programs, and nutrition plans; the creation of video content (VOD, live, masterclasses); a scheduling and booking module; an integrated add-on sales module (via Stripe Connect); messaging between professionals and athletes; marketing campaigns (push notifications); and technical support in accordance with the terms of Article 8.

Article 3.3 - AZEOO SDK License

AZEOO offers an SDK License that allows a Partner to integrate AZEOO features into its Partner Application without redirecting users to the AZEOO platform. The SDK operates in hybrid mode: client-side libraries are integrated into the Partner Application, and calls are made to the AZEOO backend using an API key.

Available modules, which can be enabled separately or together:

• Training Module: training programs, sessions, video exercises, training logger, and tracking of end-user performance.
• Nutrition Module: nutrition programs, recipe library, nutrition logger, and tracking of End Users' dietary data.
• Documentation and sandbox: comprehensive technical documentation, test environments, and SDK updates throughout the term of the License.

Data transmitted by the Partner to AZEOO. To enable the activated modules to function, the Partner is authorized to transmit only the following data: identification data (last name, first name, email address); physical measurements (weight in kg and height in cm); activity data (workout history, performance metrics, logged nutritional data).

Weight, height, and nutritional data may 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. Any transmission of data not listed above is strictly prohibited and may result in the immediate revocation of the API Key.

Partner Profiles: (i) Any Professional holding a valid Professional License may purchase the SDK License as a supplement, in which case these Terms and Conditions apply in full; (ii) Any third-party application developer must first enter into an SDK Partnership Agreement with AZEOO, in which case these Terms and Conditions apply as the general terms and conditions, supplemented by that agreement.

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

Article 4 - Terms of Access to the Services

Article 4.1 - Creating a Professional Profile

Access to AZEOO Services is contingent upon creating a Professional Profile via app.azeoo.com/register. 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. They agree to provide accurate, complete, and up-to-date information throughout the duration of the contractual relationship; they are liable for any false statements.

Article 4.2 - Eligibility Requirements

Access to AZEOO Services is reserved for professionals engaged in lawful activities, including (but not limited to): sports coaches, fitness trainers, dietitians, fitness studios and clubs, cross-training boxes, and sports influencers. The Professional must be duly registered in their jurisdiction and hold all authorizations, certifications, and insurance required by the regulations applicable to their activity.

Article 4.3 - Login Credentials and Account Security

Login credentials are strictly personal and confidential. The Professional is solely responsible for safeguarding them and for any use made of the account. If the Professional suspects that their credentials have been compromised, they must notify AZEOO immediately at support@azeoo.com and change their login credentials right away. AZEOO is not liable for any damages resulting from unauthorized access attributable to the Professional’s failure to exercise due diligence.

Article 5 - Orders, Prices, and Payment

Section 5.1 - Ordering Process

All subscriptions are processed remotely via azeoo.com or through a written commercial agreement. The order is completed through a two-step process: (i) selection and acceptance of the offer; (ii) final confirmation accompanied by payment of the first installment. In accordance with Article 1127-3 of the Civil Code, the parties, acting as professionals, agree to deviate from Articles 1127-1 (2° through 5°) and 1127-2 of the Civil Code.

The applicable rates are those published on azeoo.com on the date of the order, excluding taxes. Currency: Professionals based in the European Union are billed in euros (€); Professionals based outside the EU are billed in U.S. dollars (USD), unless otherwise agreed in writing.

Section 5.2 - Taxes and Tax Obligations

Any tax, levy, or charge applicable in the Service Provider’s jurisdiction (VAT, sales tax, GST, IVA, or equivalent) is added to the price and is the Service Provider’s sole responsibility. France: French VAT at the applicable rate. EU (excluding France): reverse charge for taxable persons (Directive 2006/112/EC; Art. 283-2 of the CGI), subject to the provision of a valid intra-Community VAT number; otherwise, French VAT applies. Outside the EU: services are exempt from French VAT (Art. 259-1 of the CGI); the Professional must comply with its local tax obligations.

The Professional indemnifies AZEOO against any tax assessment resulting from incorrect information provided by the Professional (invalid VAT number, false declaration of territoriality).

Section 5.3 - Payment Terms

Essential and Professional Plans: Monthly or annual payments via credit card or SEPA. Monthly: The first payment is due upon sign-up, followed by payments on each monthly due date. Annual: The first annual payment is due upon sign-up, followed by payments on each annual due date.

Customized Offer: Signing the quote makes the first rent payment (or the first annual payment) immediately due. Actual receipt of this payment is a prerequisite for the start of the delivery period. The delivery period for the white-label application—2 to 3 weeks—is an estimate and begins upon AZEOO’s full receipt of the required materials. After delivery, the Professional has 15 calendar days to submit feedback; minor modifications are made at no additional cost, while any substantial additional development will be subject to a separate quote. AZEOO is not responsible for approval or publication timelines imposed by app stores (Apple App Store, Google Play). Apple Developer and Google Play Developer subscriptions remain the sole responsibility of the Professional.

Article 5.4 - Additional Services and Payment Flows

Integrated upsell (Stripe Connect): AZEOO charges a 2% commission on each transaction processed through the platform, calculated based on the gross amount and deducted from the amount paid to the Professional. All transactions are subject to Stripe’s terms and conditions.

Funds Flow: Funds from sales on Le Professionnel are processed exclusively through Stripe, a licensed payment service provider. AZEOO does not collect, hold, or manage any funds on behalf of third parties and is not a payment service provider.

Integrated Shopify Store: Transactions processed through Shopify are subject to Shopify’s and Stripe’s terms and conditions. Custom integration pricing is 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 (Businesses based in France and the EU): three (3) times the French statutory interest rate, effective the day after the due date (Art. L.441-10 of the Commercial Code).
• Contractual late-payment interest (Businesses based outside the EU): 1.5% per month of delay on the unpaid amount (including tax), in the billing currency.
• Flat-rate collection fee: €40 per invoice for professionals based in France (Art. D.441-5 of the Commercial Code); the equivalent of 50 USD for professionals based outside France; without prejudice to the reimbursement, upon presentation of supporting documentation, of any additional collection costs actually incurred (attorney, bailiff, collection agent).

Suspension: In the event of a delay exceeding 7 calendar days, AZEOO will issue a formal notice to remedy the situation; if the situation is not remedied within 48 hours of this notice, AZEOO may suspend access to the Services until full payment is received, without prejudice to the billing of rental fees during the suspension.

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

The SDK License is purchased on a no-commitment basis through a monthly subscription that is automatically renewed. The subscription is purchased via azeoo.com or through a written commercial agreement; the API Key is issued within a maximum of 48 business hours following confirmation of payment for the first month. The monthly price is the rate published on azeoo.com/pricing on the date of subscription (€ for the EU, USD outside the EU); the tax rules in Section 5.2 apply.

Exceeding the Call Quota: AZEOO will notify the Partner by email; the Partner has 5 business days to upgrade to a higher plan or reduce the number of calls. Otherwise, AZEOO may bill the Partner for the excess calls at the current rate or temporarily limit calls beyond the quota.

Article 6 - Term, Renewal, and Termination

Section 6.1 - Term

Essential and Professional: non-binding license, automatically renewed for identical periods (monthly or annually). For annual subscriptions, AZEOO notifies the Professional of the renewal date via email at least 30 days in advance.

Customized: Initial fixed term of 24 months, followed by automatic renewal in 12-month periods, unless terminated by registered letter with acknowledgment of receipt or email with confirmation of receipt at least 2 months before the expiration date.

SDK License: Monthly subscription with no commitment, automatically renewed. When the SDK License is purchased as part of an SDK Partnership Agreement, the terms of that agreement (term, termination, pricing) take precedence over these Terms and Conditions for the provisions it expressly governs.

Article 6.2 - Termination by the Professional

Essential and Professional: You may cancel at any time by emailing support@azeoo.com, effective one (1) month after the email is sent. Any amounts paid for the current period are retained by AZEOO, with no pro-rata refund.

Customized – Early Termination: In the event of termination before the end of the 24-month commitment period, compensation is due to AZEOO, calculated based on the rent remaining due until the end of the term according to the following sliding scale:

• Termination during months 1 through 6: 50% of the remaining rent;
• Termination during months 7 through 12: 40% of the remaining rent;
• Termination during months 13 through 18: 30% of the remaining rent;
• Termination during months 19 through 24: 20% of the remaining rent.

This compensation constitutes a contractual, lump-sum assessment of AZEOO’s damages, taking into account the development costs incurred in creating the white-label application and their gradual amortization over the term of the contract. It constitutes a penalty clause within the meaning of Article 1231-5 of the Civil Code.

SDK License: Termination may occur at any time by sending an email to support@azeoo.com, effective at the end of a 30-calendar-day notice period; the API Key will be deactivated at the end of the notice period, and any amounts paid for the current month will be retained by AZEOO.

Section 6.3 - Termination for Breach

AZEOO may terminate the License as of right, without compensation to the Professional, in the event of: (i) a material breach by the Professional of its obligations that is not remedied within 15 days of receiving formal notice; (ii) a false statement made at the time of subscription; (iii) use of the Services for unlawful purposes or in violation of public policy, in which case termination may occur without notice.

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

In the event that safeguard, reorganization, or judicial liquidation proceedings are initiated against either party, the fate of the contract shall be governed by the mandatory provisions of Book VI of the Commercial Code.

SDK License: In the event of a breach by the Partner of the obligations set forth in Section 7.6 (unauthorized use of the API Key, reverse engineering, failure to ensure security, unauthorized data transmission), AZEOO may revoke the API Key and terminate the SDK License immediately and without notice, by written notification. If the SDK License is entered into as part of a fixed-term SDK Partnership Agreement, such termination shall result in the remaining license fees becoming due and payable as a penalty clause, subject to the court’s discretion.

Article 6.4 - Effects of Termination – Common Provisions and Reversibility

Regardless of the plan you have and the reason for the termination of the contract:

• The right to use AZEOO Services ends on the effective date of termination.
• Reversibility: The Professional may, throughout the term of the contract and for 30 days after its expiration, export their data (Athlete data, content, history) in a structured, commonly used, and machine-readable format, either through the platform’s standard features or by requesting it at support@azeoo.com. Migration assistance beyond the standard export may be provided upon request for a quote. AZEOO does not charge any data transfer fees, in accordance with Law No. 2024-449 of May 21, 2024 (SREN).
• At the end of this 30-day period, the data belonging to the Professional and their Athletes will be permanently deleted, unless there is a legal obligation to retain it.

Article 6.5 - Effects of Termination – Customized Offer

Upon expiration of the Customized contract: the white-label application will cease to function; AZEOO will remove the application from app stores only upon prior written request from the Professional; no right to independent use or transfer of the source code is granted, as the License confers only a temporary right of use.

Article 6.6 - Effects of Termination – SDK License

As of the effective date of termination, regardless of the cause: the API Key is revoked and calls to the SDK cease to function; the Partner is solely responsible for the consequences of this deactivation on its Partner Application and its End Users (implementing a grace period mechanism is strongly recommended); the personal data of End Users transmitted via the SDK will be deleted within 30 days, unless otherwise required by law or upon written request from the Partner within that timeframe; no rights to use the SDK shall remain, and any subsequent use shall constitute infringement.

Article 6.7 - Right of Withdrawal

A Professional entering into a contract for purposes related to their professional activity generally has no right of withdrawal, as the Services are made available immediately upon confirmation of the order.

As an exception, in accordance with Article L.221-3 of the Consumer Code, a Professional employing five or fewer employees is entitled to a 14-day right of withdrawal when the contract is concluded off-premises and its subject matter does not fall within the scope of the Professional’s main business activity. In this case, the Professional who requests immediate performance of the Services acknowledges that their withdrawal will result in the payment of an amount proportional to the service already provided (Art. L.221-25 of the Consumer Code).

Article 7 - Obligations of the Professional

Article 7.1 - General obligations

• 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: registration number (SIRET, intra-Community VAT number, EIN, or local equivalent), business address, and billing information; notify AZEOO immediately of any cessation, suspension, or substantial change in your business activities.
• Hold and maintain all certifications, diplomas, licenses, and authorizations required by the regulations applicable to their activity in their jurisdiction (for example: state-issued diplomas for sports coaches, Art. L.212-1 of the Sports Code, and for dietitians in France).
• Take out and maintain, for the entire duration of the contract, professional liability insurance covering damages that may result from its activities, and provide proof of such coverage upon AZEOO’s first written request.
• Comply with all legal and regulatory requirements applicable to its business, particularly with regard to health, participant safety, personal data protection, and tax and social security obligations.

Article 7.2 - Athletes' Health and Safety

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

• Require each athlete to submit a statement certifying that they have consulted a doctor before participating in sports and following a nutrition program;
• Inform athletes that participation in a sports or nutrition program requires regular medical monitoring;
• 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, as a mere provider of software tools, is not involved in the design or supervision of programs and cannot be held liable for any bodily injury—whether physical or psychological—suffered by an Athlete as a result of content published by the Professional.

Article 7.3 - Published Content

The Professional is solely responsible for the editorial content of the Professional Content 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, the right of publicity, or the right to privacy; content that is misleading or constitutes unfair commercial practices; and files containing viruses or any malicious code. The Professional indemnifies AZEOO against any third-party claims based on content that the Professional has published.

Article 7.4 - Non-Solicitation and Loyalty

Non-solicitation of personnel: During the term of the contract and for 12 months following its termination, the Professional shall refrain from soliciting or hiring, directly or indirectly, any employee, consultant, or associate of AZEOO, under penalty of a lump-sum indemnity of €30,000 per person concerned, which shall serve as a liquidated damages clause, subject to the court’s discretion.

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.

Article 7.5 - Athletes' Personal Data

As the data controller for its Athletes’ data, the Professional agrees to: comply with the GDPR and applicable national laws; inform its Athletes prior to any processing (Articles 13 and 14 of the GDPR); obtain the required consent, particularly for any processing of health data (Article 9 of the GDPR); not transmit to AZEOO any data other than that strictly necessary for the provision of the Services; and respond within the legally prescribed time limits to requests from Athletes to exercise their rights.

Article 7.6 - Specific Obligations of the SDK Partner

The Partner agrees to: secure the API Key and never expose it on the client side; refrain from any reverse engineering, decompilation, or circumvention of the SDK’s technical measures; transmit to AZEOO only the data listed in Section 3.3, after obtaining the required consents; comply with the technical documentation and call quotas; and inform its End Users of the integration of AZEOO features into its privacy policy.

Article 8 - AZEOO’s Obligations and Service Level Agreements (SLAs)

Article 8.1 - Nature of the Obligations

AZEOO provides the AZEOO Services on a best-efforts basis, committing to use professional resources and exercise due diligence in accordance with the state of the art to ensure their proper functioning.

Article 8.2 - Service Availability (General SLA)

AZEOO guarantees a service availability of 99.5% per calendar month, excluding scheduled maintenance windows and cases of force majeure. If this threshold is exceeded, the Professional may request a credit: from 99% to 99.5%: 5% of the monthly fee; from 95% to 99%: 10%; below 95%: 15%. These credits constitute the exclusive remedy for non-compliance with the SLA and are not convertible into a refund.

Article 8.3 - Availability of the SDK API (SDK SLA)

AZEOO guarantees 99% monthly availability of the SDK API, excluding scheduled maintenance and downtime attributable to the Partner’s infrastructure or to third parties. If this threshold is not met, a credit will be issued based solely on the SDK subscription fee: from 98% to 99%: 5%; from 95% to 98%: 10%; below 95%: 20%. Availability is measured on the AZEOO server side; downtime resulting from the Partner’s network, improper integration, suspension of the API Key due to a breach, or notified maintenance is excluded from the calculation. These credits constitute the exclusive remedy and cannot be combined with those under the general SLA.

Article 8.4 - Maintenance

AZEOO performs corrective and maintenance updates to the Services in a manner that does not restrict access to them for longer than a reasonable period of time. AZEOO may take any necessary measures, including a temporary suspension, to protect the security, integrity, and availability of the Services, and will endeavor to notify the Professional in advance.

Article 8.5 - Technical Support

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

Article 8.6 - Hosting Provider Status and DSA Compliance

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 as a hosting service provider within the meaning of Regulation (EU) 2022/2065 (DSA). AZEOO exercises no prior control over Professional Content and is liable only if, having become aware of manifestly unlawful content, it fails to act promptly to remove it or block access to it.

Any report of illegal content may be submitted via the reporting form available on the platform or by email to support@azeoo.com, the single point of contact as defined in Article 12 of the DSA. In accordance with Article 17 of the DSA, any decision to remove or block content must be supported by a rationale and notified to the relevant Professional, who may appeal the decision to AZEOO.

Article 9 - Liability

Article 9.1 - Exclusions

AZEOO shall not be liable in the event of: use of the Services that does not comply with the Terms and Conditions or AZEOO’s instructions; malfunction of the Professional’s equipment, Internet connection, or third-party software; force majeure as defined in Article 1218 of the Civil Code; fraudulent access attributable to the Professional’s failure to meet their security obligations; illegal content published by a Professional or an Athlete, provided that AZEOO acted promptly upon becoming aware of it; delays or interruptions imposed by app stores (Apple, Google) or third-party hosting providers; or failed interoperability with a third-party system used by the Professional.

Article 9.2 - Consequential Damages

AZEOO is not liable for consequential damages, including: loss of revenue, loss of customers, loss of data (subject to the obligations set forth in Article 11), damage to reputation, loss of profits or anticipated savings, and business disruption.

Article 9.3 - Threshold and Time Limit for Action

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

Any action for contractual liability against AZEOO must be brought within 12 months from the date on which the Professional became aware of, or should have become aware of, the event giving rise to the claim (Art. 2254 of the Civil Code). This time limit does not apply to actions for compensation for personal injury or to third-party claims.

The above limit and time limit do not apply in the event of fraud or gross negligence on the part of AZEOO, nor when they would have the effect of rendering AZEOO’s essential obligation meaningless.

Section 9.4 - Service Provider's Warranty

The Professional shall indemnify, defend, and hold AZEOO harmless against any third-party claims, actions, demands, or judgments arising from: (i) a breach of the Professional’s obligations under the Terms and Conditions; (ii) published Professional Content; (iii) the Professional’s professional activities and any damages caused to the Professional’s Athletes.

Article 10 - Intellectual property

Article 10.1 - AZEOO's Rights

All elements comprising the AZEOO Services (source code, interfaces, logos, databases, algorithms, editorial content, trademarks, and designs) remain the exclusive property of AZEOO or its licensors. The Terms of Service grant the Professional a personal, non-exclusive, non-transferable, and non-sublicensable right of use, limited to the use of the Services in accordance with their intended purpose, which automatically terminates upon the expiration of the contract. The following are prohibited without prior written consent: decompilation, reverse engineering, copying, modification, redistribution, rental, or lending of all or part of the Services, subject to mandatory legal exceptions (Art. L.122-6-1 of the French Intellectual Property Code).

Section 10.2 - The Professional’s Rights to Their Content

The Professional retains all intellectual property rights to its Professional Content.

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

Commercial Reference: The Professional authorizes AZEOO to use its corporate name and logo and to mention the business relationship for reference purposes during the term of the contract and for 12 months following its expiration. This authorization may be revoked at any time by simple written request, and AZEOO agrees to cease any further use within 30 days.

Warranties: The Professional warrants that it holds all rights necessary for the publication of its Professional Content, including the rights to the videos and the image rights of the individuals appearing in them.

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

Section 11.1 - Role Qualifications

• The Professional is the data controller for its Athletes' personal data and determines the purposes and means of processing that data.
• AZEOO is a processor within the meaning of Article 28 of the GDPR for the processing of Athletes’ data, carried out on behalf of and pursuant to the documented instructions of the Professional.
• AZEOO is an independent data controller for its own data processing activities (management of Professional accounts, billing, marketing, and aggregated statistics), which are governed by its Privacy Policy (azeoo.com/confidentialite).

Article 11.2 - Characteristics of Outsourced Processing (Art. 28(3) of the GDPR)

• Subject: Hosting and processing of athletes' data necessary for the provision of AZEOO Services.
• Term: the term of the contract, plus the 30-day cancellation period provided for in Article 6.4.
• Nature of the processing: collection, recording, storage, access, disclosure, and erasure.
• Purposes: managing athlete accounts; distributing and monitoring training and nutrition programs; making reservations; sending messages; and compiling usage statistics on behalf of the Professional.
• Categories of affected individuals: Professional Athletes; Partner End Users (SDK License).
• Data categories: identification (last name, first name, email address, profile photo); physical measurements (weight, height); physical activity and performance data; nutritional data; messaging content; and, where applicable, contraindications or health information reported by the Athlete, which constitutes health data as defined in Article 9 of the GDPR.

Article 11.3 - AZEOO’s Obligations as a Subcontractor

• Process Athletes’ data only upon documented instruction from the Professional, as set forth in the Terms and Conditions and the configuration of the Services; notify the Professional if, in AZEOO’s opinion, an instruction constitutes a violation of the GDPR, or if AZEOO is legally required to carry out processing not provided for (unless prohibited by law from notifying the Professional).
• Ensure data confidentiality and the commitment to confidentiality of those authorized to process the data.
• Implement appropriate technical and organizational measures (Art. 32 of the GDPR): encryption in transit and at rest, pseudonymization where appropriate, access controls, and logging.
• Assistance: Given the nature of the processing, assist the Professional (i) in responding to requests from Athletes to exercise their rights (Articles 15 through 22 of the GDPR), through appropriate technical and organizational measures, and (ii) in complying with its obligations under Articles 32 through 36 of the GDPR (security, breach notification, impact assessments, and prior consultation), taking into account the information available to AZEOO.
• Data Breaches: Notify the Professional of any Data Breach affecting Athletes’ data without undue delay and no later than 48 hours after becoming aware of it, documenting the nature of the breach, the categories and approximate number of individuals and records affected, its likely consequences, and the measures taken or proposed.
• Audit: Provide the Professional with the information necessary to demonstrate compliance with this section, and allow audits to be conducted (no more than once a year, at the Professional’s expense, with 30 days’ advance notice, and subject to a confidentiality agreement), including by a third party appointed for that purpose.
• Disposition of Data: Upon expiration of the contract, at the Professional’s discretion, return or delete all Athlete data in accordance with the terms of Article 6.4, unless there is a legal obligation to retain it.

Article 11.4 - Subcontractors of Subcontractors

The Professional generally authorizes AZEOO to use Sub-subcontractors. The current list is available upon request at support@azeoo.com. AZEOO shall notify the Professional of any additions or replacements at least 15 days before they take effect; the Professional may object in writing for a legitimate reason within this period. In the event of an objection that AZEOO cannot resolve, the Professional may terminate the contract without incurring any fees or early termination penalties. AZEOO imposes, by contract, obligations on its Sub-Subcontractors that are equivalent to those set forth in this DPA and remains fully responsible for their performance.

Article 11.5 - International Transfers

Certain data may be transferred outside the European Economic Area. AZEOO guarantees that these transfers are governed by appropriate safeguards within the meaning of Chapter V of the GDPR (European Commission’s standard contractual clauses, an adequacy decision, or an equivalent mechanism), supplemented, where necessary, by additional measures. The list of transfers is included with the list of Sub-processors (Article 11.4).

Article 11.6 - Professional Data

The processing of Professionals’ personal data (account management, business relations, billing, marketing) is governed by AZEOO’s Privacy Policy (azeoo.com/confidentialite), which includes the information required under Articles 13 and 14 of the GDPR.

Article 11.7 - Health Data

The parties acknowledge that certain data processed through the Services (weight, height, nutritional data, reported contraindications) may constitute health data within the meaning of Article 9 of the GDPR. The Professional, as the data controller, shall ensure that it has an appropriate legal basis—in particular, the explicit consent of each Athlete—before processing such data through the Services.

AZEOO Services are hosted by a service provider within the European Union that holds the “Health Data Host” (HDS) certification provided for in Article L.1111-8 of the Public Health Code. When the Professional is a healthcare professional and the data of their Athletes is collected in the course of prevention, diagnosis, treatment, or follow-up activities, it is the Professional’s responsibility to verify that their own data processing practices and tools comply with the requirements applicable to their practice; AZEOO will provide the Professional, upon request, with the relevant hosting certifications.

Article 12 - International and Sector-Specific Compliance

Article 12.1 - Professionals Based in the EU

Professionals established in the EU are subject to French law pursuant to these Terms and Conditions, subject to the mandatory public policy provisions of their Member State of establishment.

Article 12.2 - Professionals Based Outside the EU

These Terms and Conditions are governed by French law, subject to the mandatory public policy provisions applicable in the Professional’s jurisdiction. A Professional established outside the EU guarantees compliance with applicable local regulations, particularly regarding the protection of its Athletes’ data. The terms of the Data Processing Agreement (Article 11) may be amended by a supplementary agreement to account for local requirements (LGPD, CCPA/CPRA, PIPEDA, PDPA, POPIA, etc.).

Section 12.3 - Sectoral Compliance

The Professional is solely responsible for complying with the industry regulations applicable to their practice within their jurisdiction, including: regulations governing physical and sports activities (certifications, insurance, safety); regulations governing nutritional counseling and the dietitian profession; and regulations governing health data.

Article 13 - General Provisions

Section 13.1 - Tolerance

The fact that one party does not rely on a breach by the other party does not constitute a waiver of the right to rely on such breach at a later date or of any contractual right.

Article 13.2 - Amendments to the Terms and Conditions

AZEOO may modify these Terms and Conditions. Any substantial modification (including changes to pricing) will be notified to the Professional via email at least 30 days before it takes effect. If the Professional rejects the modifications, they may terminate the contract at no cost during this notice period by providing written notice; such termination does not give rise to any early termination compensation, including for the Customized plan. If the Professional does not terminate the contract during this period, they are deemed to have accepted the new Terms and Conditions. Price changes apply to current firm commitments (Customized) only upon their renewal.

Article 13.3 - Assignment

AZEOO may transfer the contract to any third party in connection with a sale, merger, acquisition, or divestiture of business, provided that it notifies the Professional at least 30 days before the transaction takes effect; in the event of a resulting 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 without AZEOO’s prior written consent.

Section 13.4 - Subcontracting

AZEOO may use subcontractors to perform the Services and remains liable to the Professional for their performance. With regard to personal data, Article 11.4 applies.

Section 13.5 - Independence of the Parties

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

Section 13.6 - Partial disability

The invalidity of one provision shall not affect the others, which shall remain in full force and effect. The parties shall negotiate in good faith to replace it with an equivalent and valid provision.

Article 13.7 - Entire Agreement

These Terms and Conditions, supplemented by signed quotes or purchase orders and, where applicable, by the SDK Partnership Agreement, constitute the entire agreement between the parties and supersede any prior agreement regarding the same subject matter. In the event of any conflict, the signed quote or specific agreement shall prevail over these Terms and Conditions solely with respect to the provisions it expressly governs.

Article 13.8 - Good Faith

The parties shall perform their obligations in good faith and shall promptly notify each other of any difficulties in performance.

Article 13.9 - Confidentiality

Each party agrees to keep confidential the other party’s non-public information (technical, commercial, financial, and pricing) that comes to its knowledge in connection with this contract, during its term and for 3 years after its termination, and to use such information solely for the purposes of performing this contract. This does not apply to information that has entered the public domain through no fault of either party, has been developed independently, or whose disclosure is required by law or by a competent authority.

Article 13.10 - Force Majeure

Neither party shall be liable for any breach caused by a force majeure event as defined in Article 1218 of the Civil Code. The affected party shall notify the other party without delay; obligations shall be suspended for the duration of the event. If the impediment exceeds 60 consecutive days, either party may terminate the contract without liability for damages, provided that payment for services already rendered remains due.

Article 14 - Governing Law, Alternative Dispute Resolution, and Jurisdiction

Section 14.1 - Governing Law

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

Section 14.2 - Amicable Resolution

In the event of a dispute, the party taking the initiative shall notify the other party by certified letter with acknowledgment of receipt or by email with a read receipt. The parties have 60 days from the date of notification to reach an amicable agreement. If they are unable to do so, the dispute shall be brought before the courts listed below.

Article 14.3 - Competent Court

For any dispute with a Professional acting in a commercial capacity, exclusive jurisdiction is conferred upon the Commercial Court of Lyon, including in cases of summary proceedings, third-party claims, or multiple defendants, and regardless of the place of performance of the contract.

For professionals who are not merchants (including independent practitioners and associations), the competent court is determined in accordance with the rules of general law. For professionals established in the EU, Regulation (EU) No. 1215/2012 (Brussels I bis) applies.

Article 15 - Contact Information and Legal Notices

AZEOO, a simplified joint-stock company (Société par Actions Simplifiée) with a capital of €26,771, registered with the Lyon Trade and Companies Register (R.C.S.) under No. 813 620 424, with its registered office located at 23 rue Crépet, 69007 Lyon, France. Intra-Community VAT No.: FR38813620424. Publisher: Mr. Samuel VERDIER.

• Sales Contact: support@azeoo.com
• Technical Support: support@azeoo.com
• Safety / SDK Alerts: support@azeoo.com
• Data Protection Contact: support@azeoo.com