Article 1: Introduction

This Agreement is designed for content creators on Chronofit, enabling revenue generation through the monetization programs we offer. Monetization Agreement for Chronofit (“Agreement”): This document contains the general conditions governing your participation in the monetization program as a content creator on Chronofit. This program is operated by Chronofit. Any person or entity attempting or intending to participate in the program (referred to herein as “you” or “your”) must agree to the terms of this Agreement.

By accepting this Agreement, using the services of Chronofit, or continuing to participate in the program, you agree that these conditions govern your participation in the program. You also acknowledge that Chronofit has no obligation to include you in the program until your eligibility is confirmed.

The terms of use and other guidelines, rules, and policies published by Chronofit (collectively referred to as the “Terms of Use) are incorporated by reference into this Agreement and govern your use of Chronofit’s services.

 

Article 2: Eligibility and Compliance

2.1 General Eligibility: To participate in our monetization program, you must fill out and submit a complete and accurate application form. This form may require additional information or documents to meet tax obligations related to payments under this agreement. Upon receiving your application, we will evaluate it and notify you of its acceptance or rejection. The decision on eligibility is solely at our discretion. If we decide to reject your application, or if your account is closed due to violations or abusive behavior, including breaches of the Terms of Use, you will not be able to reapply for the program without our prior written agreement.

2.2 Compliance with Requirements: It is imperative that the details provided in your application to the Chronofit program and the information related to your account, including but not limited to your email address, postal address, and other contact information, as well as the information related to your profile on Chronofit, remain accurate, up-to-date, and complete at all times. You must strictly adhere to this Agreement as well as the General Terms of Use of Chronofit, which may be periodically updated, in order to participate in the program and benefit from the associated remunerations. We encourage you to carefully review these documents. Furthermore, you are required to provide us promptly with any information that we deem necessary to confirm your compliance with this Agreement. Should you fail to meet these requirements without explicit authorization from Chronofit, we may take one or more of the following actions: suspend the monetization of your content on Chronofit; withhold payments as stipulated in this Agreement; terminate your participation in the program; or disable your profile on Chronofit. You commit to not manipulating interactions with ads and to not accessing content on Chronofit through deceitful or fraudulent means. Both you and Chronofit commit to complying with applicable export laws.

 

Article 3: Content Management

3.1 Content Management: As a creator on Chronofit, you have total control over your content. You decide: (a) which content to publish and sell; (b) the amount of content to share; (c) all other content you wish to integrate into our services; and (d) the schedule and frequency of your postings. As Chronofit is a platform focused on fitness and wellness, we encourage you to primarily create educational and interactive content. It is your responsibility to ensure that you own all necessary rights, or obtain the required permissions, for the use, reproduction, and public display of your content. You must immediately remove any content from your Creator Space that violates our Terms of Use.

 

Article 4: Revenue Sources from the Program

In accordance with our Terms of Use, Chronofit holds the exclusive right to generate revenue through its services. By participating in our Program, you gain access to a variety of monetization tools (‘Monetization Instruments’) that will enable you to earn revenues in accordance with this agreement. Upon your enrollment in the Program, the earnings for which you are eligible based on your activities in your Creator Space will be specified in this agreement and incorporated herein by reference.

Your “Wallet” is the personalized interface on the Chronofit Services where you can view information related to your account and activity on the platform. Eligible earnings are visible in this interface, allowing full transparency of your transactions and accumulations.

The Chronofit payment system is designed to ensure secure and transparent transactions between users and content creators. This system operates on a credit model, referred to as ‘Credits’. Users purchase Credits through integrated payment systems provided by Apple or Google. These Credits are then added to their digital wallet on the Chronofit platform, where they can be used to purchase content offered by creators. When a purchase is made, the corresponding amount in Credits is directly transferred from the user’s wallet to that of the creator. To simplify understanding, we have set the value of one Credit at one euro. Thus, if a creator sells content for fifteen (15) Credits, after the deduction of Chronofit fees, they will automatically receive fifteen (15) Credits, approximately equivalent to fifteen (15) euros, in their wallet.

Chronofit reserves the right to modify, add, or remove Monetization Instruments, or to update them at any time at its sole discretion. The use of these Instruments, as well as their availability, are governed by the terms of this contract. The specific conditions applicable to the current Monetization Instruments will be specified and regularly updated to ensure alignment with industry practices and legal requirements. The following conditions apply to the Program Instruments currently in effect:

4.1  Creator Profile Subscriptions: Chronofit offers creators the opportunity to generate revenue through personalized subscriptions to their profiles. As a member of our program, you can set up subscriptions of varying durations to access exclusive content in your personal space. Subscription options include periods of one (1) month, three (3) months, six (6) months, and up to twelve (12) months, allowing maximum flexibility for both creators and users. As a creator, you define the terms of your subscription offers, including pricing, according to your own strategy and autonomously. It is imperative that all offers comply with current laws to ensure a safe and fair experience for all users. To prevent potential abuse and ensure fair pricing on the platform, the maximum price for subscriptions is one hundred (100) credits (approximately 100 euros).

The Chronofit platform levies a thirty percent (30%) commission on revenues derived from subscriptions, which aids in sustaining and enhancing the services provided. This commission facilitates the provision of a stable and secure environment for the sale of your services, ensuring the continuous operation of the platform.

4.2 Individual Sales: As a creator on Chronofit, you have the opportunity to sell specific content on an individual basis, including training sessions, training programs, and individual exercises. Training sessions consist of exercises accompanied by videos and an integrated timer. Training programs are planned combinations of sessions spread over a set duration, each featuring videos and timers. As for individual exercises, they are provided with videos and detailed descriptions, designed to be utilized in creating training sessions. These exercises are exclusively available through one-time purchases and are not included in subscription offers. You are free to set the terms of these offers, including prices, while complying with the appropriate legal framework. To prevent any potential abuse and ensure fair pricing on the platform, the maximum prices for each type of content sold individually are set as follows: three hundred (300) credits (approximately 300 euros) for training programs, one hundred (100) credits (approximately 100 euros) for training sessions, and thirty (30) credits (approximately 30 euros) for exercises.

The fees levied by Chronofit on these individual sales are 20%, which supports the infrastructure and services necessary for the proper functioning of the platform.

 

Article 5: Payment and Financial Reporting

5.1 Payment Terms: Remunerations from your participation in the Program are not automatically awarded each month. To receive your earnings, you must initiate a withdrawal request directly from the “Wallet” interface on your creator profile. Payments are then made within forty-five (45) days following your withdrawal request and will be made in euros unless otherwise specified by our payment service. “Net Revenue” is calculated as all revenues actually received by the content creator, after deducting the following fees: (a) platform fees and all other costs associated with the provision and promotion of Chronofit services; (b) taxes, returns, refunds, chargebacks, discounts, currency conversion fees related to your payment method, bad debts, and any other applicable adjustments; and (c) bank and transaction fees related to the payment option you have selected. To be eligible for payment, it is imperative to provide all necessary information and documents to conduct these transactions. If these documents are not provided within 180 days following your withdrawal request, you may lose these accrued earnings. Payments are made according to the method you have chosen from those offered by Chronofit. You must keep your contact and payment information up to date, with changes becoming effective after a delay of 15 business days following their registration. Chronofit reserves the right to offset any sum owed by you with those that Chronofit owes you, under this Agreement or otherwise. No payment will be made for amounts less than 5 euros.

5.2 Taxes: Tax obligations related to transactions on Chronofit, including VAT and other applicable taxes, are managed by our payment partners, such as Apple and Google, according to the agreements in place. These partners are responsible for collecting and remitting the necessary taxes to the competent tax authorities.
As content creators on Chronofit, you are not required to directly manage the collection of these taxes for sales made via these platforms. However, you must ensure that all information provided to Chronofit and our partners is accurate and up-to-date to enable proper tax management.
Chronofit commits to inform you of any change in tax policy or tax management that could affect your revenues. It is your responsibility to comply with current tax laws and to adapt to any legislative changes. Chronofit will not be responsible for declaration errors or omissions that are not directly related to its internal processes.

 

Article 6: Declarations and Commitments

6.1 Personal Commitments: You confirm and warrant that: (a) no legal or regulatory restriction prevents you from using Chronofit’s services or participating in our Monetization Program; (b) you will adhere to all stipulations of this Agreement in your participation in the Program; (c) you have reviewed and unreservedly accept the General Terms of Use of Chronofit; (d) you have never published content or engaged in behaviors that violate our Terms of Use without having received formal notification from us about it; (e) your engagement in the Program will not contravene any legislation or regulation in force, including but not limited to governmental standards and marketing regulations; (f) you hold all necessary rights and authority to sign this Agreement and fulfill your obligations hereunder; (g) by accepting this Agreement and fulfilling your obligations, you are not violating any other agreement to which you are a party; and (h) all information you have provided or will provide in the framework of the Program is and will remain correct and complete.

6.2 Specific Prohibitions Related to Sanctions: You also warrant that you are not, directly or indirectly, “Sanctioned Individuals”. By “Sanctioned Individual” we mean any person or organization subject to trade or financial restrictions according to international sanctions regulations. This includes individuals or entities listed by government sanction authorities, or those residing in countries subject to international trade restrictions. You also confirm that you are not involved in activities that could be considered subject to such sanctions or restrictions.

6.3 We do not guarantee or promise specific outcomes regarding the revenue you may expect to earn under the Monetization Program.

 

Article 7: Duration and Termination

7.1 This Agreement takes effect as soon as you accept it and remains in force until terminated by you or by us.

7.2 Either party may terminate this Agreement at any time for any reason, by notifying the other party 30 days in advance.

7.3 This section applies solely to creators who are partners in the Chronofit monetization program and not to affiliates. We reserve the right to terminate or suspend this Agreement immediately after providing notice in the following instances: (a) if your actions or behavior damage your reputation or that of Chronofit or its affiliated companies, or are likely to shock or offend the community; (b) if your statements or actions harm the image, reputation, or brand of Chronofit or its affiliates; (c) if you commit acts detrimental to the business interests of Chronofit or its affiliates; (d) if you or your content violate the Terms of Use or this Agreement, resulting in the suspension or banning of your services on Chronofit; (e) if you are found guilty of repeat offenses leading to suspension or banning; (f) if you become a sanctioned individual.

Partners are defined as creators who have agreed to participate in the Chronofit monetization program and, as such, bear greater responsibilities and commitments compared to affiliates.

7.4 Upon termination of this Agreement, all rights and obligations of the parties shall cease, except for certain duties that must continue post-termination, as follows: (a) Confidentiality Obligations: Parties remain obligated to protect and not disclose any confidential information acquired during the term of the Agreement. (b) Financial Obligations: All amounts due by one party to the other at the time of termination must be paid in full in accordance with the terms set forth in this Agreement. (c) Intellectual Property Rights and Obligations: The rights and obligations related to intellectual property that were licensed during the validity of the Agreement will continue to be governed by the specific intellectual property clauses of this Agreement. (d) Liability for Previous Acts: Termination of this Agreement does not release the parties from liability for actions taken or obligations incurred prior to termination. (e) Restitution of Properties: Parties are required to return any property or materials belonging to the other party that were entrusted to them during the term of the Agreement.
For clarity, the Terms of Use stipulated in this Agreement will continue to apply with respect to transactions and interactions that occurred prior to termination. No termination releases the parties from liability for any breaches committed or obligations incurred before the termination of this Agreement.

 

Article 8: Modifications

Chronofit reserves the right to modify, adjust, add or remove sections of this Agreement at any time at its own discretion (for example, to adapt content to the evolution of Chronofit’s Services, adjustments to the Program, or in response to legislative changes) (hereinafter referred to as “Modifications”). In the event of a modification of this Agreement, we will inform you through various means such as an email, an announcement on Chronofit’s Services, or a message on your personal space (collectively or individually, “Modification Notice”). You are advised to regularly consult this Agreement to be informed of any Modifications. These Modifications will take effect thirty (30) days after the Modification Notice. If you find a modification unacceptable, your sole recourse is to terminate this agreement. Continuing to participate in the program more than 30 days after a modification notification constitutes your acceptance of the modifications.

 

Article 9: Exclusions of Warranty

To the extent permitted by applicable law: (A) The Program is provided “as is,” without any express or implied warranty; (B) Chronofit disclaims all warranties concerning the Program, whether express, implied, or statutory, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement of intellectual property rights, whether arising from negotiations, usage, or other commercial practices; (C) Except for the warranties expressly established in these terms, Chronofit gives no assurance nor makes any commitment regarding the content or use of the Program. No advice or information, whether oral or written, obtained from Chronofit or during the use of the Program, shall create any warranties not expressly stated herein. You explicitly acknowledge that, as mentioned in this section, ‘Chronofit’ includes Chronofit, its affiliates, and their respective suppliers, as well as their officers, directors, employees, shareholders, agents, licensors, subcontractors, and suppliers.

 

Article 10: Indemnification Commitment

By using our platform, you agree to take up the defense and to exonerate Chronofit, its subsidiaries, and their respective personnel, including officers, directors, and employees, from any claim, loss, damage, or cost, including reasonable legal fees, arising from: (a) your actions or omissions, including violations of the terms of this Agreement or any claim resulting from your conduct, whether accidental or intentional; or (b) your use or participation in our services or tools provided as part of our Program.

 

Article 11: Limitation of Liability

Chronofit, as well as its affiliates and their officers, employees, agents, licensors, licensees, suppliers, successors, and assigns, shall not be liable to you for any loss of revenue, profit, business opportunities, or for any indirect, incidental, consequential, special, or exemplary damages, even if informed of the possibility of such damages, arising from or related to this agreement or the concerned program. Furthermore, the total liability of our company to you, for any cause and under any form of legal liability, relating to this agreement and the program, will be limited to the total amounts that have been paid or were due to you under this agreement during the twelve months preceding the most recent incident giving rise to the liability claim.

 

Article 12: Applicable Law and Jurisdiction

This Agreement is governed and interpreted according to the laws of France, with consideration for the laws of Switzerland and the regulations of the European Union, as applicable. In case of dispute arising from or related to this Agreement, the parties consent to the exclusive jurisdiction of the courts located in France. The parties also agree to waive any objection regarding the jurisdiction or venue of these courts and accept that notification of judicial proceedings may be made by mail.

 

Article 13: Arbitration

Any conflict, claim, or controversy arising from or related to this Agreement, including issues of validity, interpretation, breach, or enforcement, shall be resolved by mandatory arbitration. However, it is noted that: (a) minor claims may be handled in small claims courts; (b) you or we may seek an injunction from a competent court in case of infringement of intellectual property rights; and (c) legal actions to enforce this arbitration clause and its conditions are also permitted. The arbitration will take place without a judge or jury, and judicial review of an arbitration decision will be limited. The arbitrator may award the same damages and remedies as a court, including injunction orders and declarations, provided they comply with the terms of this Agreement.
To initiate an arbitration procedure, a written notification must be sent by the party requesting arbitration to the other party. This notification must include a detailed statement of the claims, a description of the remedies sought, and be signed by the requesting party. The arbitration will be managed by the International Chamber of Commerce (ICC) according to their Arbitration Rules, adjusted to limit pre-hearing communication to the bare minimum proportional to the stakes of the dispute. Arbitration costs will be borne by the parties according to the ICC Rules.
In any arbitration resolution arising from this Agreement, damages explicitly excluded by the section on limitation of liability will not be awarded. Arbitration may take place by phone, in writing, or in person in the county or province where you reside, or at another location agreed upon in accordance with the jurisdiction clause of this Agreement. You and we agree that any dispute resolution will take place individually, and not as part of a collective or representative action. If a dispute is brought before a court and not in arbitration, each party waives its right to a jury trial.

 

Article 14: General Provisions

14.1 In the event a financial institution is a party to this Agreement (here referred to as the “Lender”), the person providing services under the auspices of the Lender (a) acknowledges the Lender’s adhesion to this Agreement; (b) commits to providing all the services stipulated here; (c) grants all the rights set out in this document; (d) adheres to the terms and conditions of this Agreement; and (e) adheres to all the warranties, declarations, indemnifications, and commitments made by the Lender. Notifications intended for the Lender are considered transmitted to the person providing the services with the same effect as if they were directly addressed. This person guarantees that (i) the Lender possesses all the rights and authorities necessary to sign this Agreement and grant the rights related thereto; (ii) they will turn exclusively to the Lender for any compensation claim arising from this Agreement; (iii) there is a valid and effective employment contract between them and the Lender for the provision of services under the terms of this Agreement. In the event of non-compliance with this Agreement by the Lender or the person, the latter agrees that the rights and remedies of Chronofit may be exercised directly against them without first acting against the Lender.

14.2 All notifications required under this Agreement must be sent by email. Notifications will be considered delivered on the date of the email sent by the sender.

14.3 The parties to this Agreement are and will remain independent contractors. Nothing in this Agreement shall be construed as creating any other relationship between the parties, such as an agency, employment, or other relationship. You must not present yourself as a representative or agent of Chronofit.

14.4 You may not assign this Agreement without our prior written consent. This Agreement is binding and benefits both our successors and assigns. We may assign this Agreement to any affiliated entity or as part of a major corporate transaction.

14.5 A waiver of a breach will only be valid if it is written and must not be construed as a waiver of any subsequent breach.

14.6 If any provision of this Agreement is found to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions. Any invalid provision will be adjusted to best reflect the initial intention of the parties.

14.7 This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements. No modification of this Agreement will be effective without a written agreement signed by both parties. In the event of a conflict, the terms of this Agreement will prevail over any other prior agreement. You acknowledge having consulted independent legal counsel before accepting this Agreement.