Palarena Professional Services Agreement — Clubs

Version 2026-11-03 — effective November 6, 2026

This Agreement is between PALARENA, a French simplified joint-stock company (SAS) with share capital of €1,000, 138 avenue Victor Hugo, 75016 Paris, registered with the Paris Trade and Companies Register (RCS Paris) under number 131461048 (“Palarena”), and the Club, a professional club, association or authorized organization created in Palarena and identified by its account information and then by the Order Form, represented by the person who accepts this Agreement.

1. Scope and applicable documents

Palarena provides the Club’s management software, publishes its offers, handles booking and provides the features ordered. The Club sells and provides the sports services; Palarena provides the digital service. Online payments for sports services are made directly to the Club’s Stripe account.

This Agreement is formed when the Club’s representative accepts it, as requested when the Club is created in Palarena, and applies from that point to all data entrusted to Palarena, including while the Club is being set up. No amount is due until an Order Form has been accepted.

In the event of a conflict, and subject to Article 7 on price changes, the following order of precedence applies: the Order Form, any signed special terms, this Agreement, then its Payment, Data and Reversibility annexes, subject to mandatory law. The Club’s terms of sale to its players do not modify this Agreement.

2. Professional account

The signatory is authorized to bind the Club. The Club keeps its information accurate, assigns individual accounts and appropriate permissions, secures access and revokes access that is no longer needed. It is responsible for the actions of its users, except in the event of a failure by Palarena or of a compromise reported promptly despite reasonable precautions.

3. License and content

For the term of this Agreement and subject to payment of the amounts due, the Club has a non-exclusive, non-transferable right to use the service for its business purposes. It may not resell the service, circumvent its security, access the data of other Clubs, bulk-extract its protected data or use it unlawfully, subject to mandatory rights.

Palarena and its licensors retain their rights in the software. The Club retains its rights in its content and authorizes its hosting, technical adaptation and display as needed for the service, for its listing and to present its offers. Any external advertising use based mainly on the Club’s identity requires its consent.

4. Obligations of the selling Club

The Club is responsible for the accuracy of its offers, prices including all taxes, availability and access, cancellation and refund terms. It provides and maintains its identity, contact details, terms of sale, the required mediation and insurance information, and its rules of play.

It holds the rights in its content and the authorizations, qualifications and insurance its business requires; it is responsible for the safety of its facilities and the supervision it advertises. It complies with consumer protection law and with data protection and marketing rules. It honors confirmed commitments and handles complaints. It promptly reports any closure, loss of insurance, ban, incident or other fact that compromises the safety or lawfulness of its offer.

5. Publication and booking

The Club configures its offers and confirms the information used for its seller documents. Palarena may refuse an incomplete or unlawful publication. Technical rendering and publication do not constitute a certification of the Club.

The Club authorizes Palarena to present its offers, receive and confirm orders according to its settings, send the necessary communications and keep records. Later changes do not alter prices, rules and services already accepted.

6. Listing

Listing requires a compliant Club page, an active subscription and, for online payment, the necessary Stripe capabilities. The criteria are explained in the information on intermediation. Results are ranked by distance and then by a stable identifier, after any filters selected. No payment buys a better position; no sponsored offers are available.

7. SaaS subscription

Price, renewal and promotion

The Order Form sets the available features, the chosen branding, prices excl. VAT, taxes, currency, billing frequency, dates and any promotion. The subscription is offered in EUR at the following prices:

Only one tier is billed at a time; the tier with dedicated apps includes the web white label. Features and branding options that are not yet available cannot be ordered. The subscription is paid in advance for each paid period and renews automatically unless terminated. Stripe Billing processes this subscription on Palarena’s behalf; invoices and the payment method are available in the portal.

Prices are stated excluding taxes. Applicable VAT is added; the total amount is shown before the order is confirmed.

The price excl. VAT is fixed for the period already paid and for the first paid period shown in the summary. Palarena may change it for subsequent periods by notifying the Club on a durable medium at least sixty days before the affected renewal; this notice states the new price and the new reference rate, and prevails over the Order Form for those periods. The new price applies at that renewal unless the Club terminates before that date, at no charge. Any statutory change in taxes applies.

At checkout, the acceptance collected on the payment page covers the stated version of this Agreement and the Order Form displayed.

The Club’s first subscription automatically includes a 30-day trial, with no promotional code, once the billing frequency is chosen and the subscription is confirmed with a saved card. Creating an account, private setup and an abandoned payment page do not start the trial. Its confirmed dates are kept with the Order Form. The trial is granted to the Club only once; a resubscription, a termination or a change of offer or billing frequency does not open it again. The summary shows the amount due during the trial, the first payment date and the ones that follow. Stopping the renewal before the trial ends prevents the paid start of this subscription. Additional purchases expressly ordered keep the prices and dates of their own summary.

A valid founder code grants a 10% discount on the first twelve paid months on monthly billing, or on the first annual period paid in advance. This discount comes on top of the 30-day trial and does not use up any of it. It applies to the chosen subscription, including white label and apps when they are ordered; additional usage packs are excluded. The code is accepted for new subscriptions until March 31, 2027 inclusive, Paris time; benefits already earned continue until their own end. The summary keeps the eligibility, the discounted prices, the end of the benefit and the prices that apply afterward. A change or a resubscription does not restart the discount period.

Earlier individual terms, including a 90-day period already granted and kept with the Order Form, remain those accepted by the Club.

Activation, past-due payment and ordinary termination

Opening the Club to the public requires the prerequisites displayed: published seller information, an up-to-date venue and an operational Stripe account. A Stripe request for supporting documents that leaves capabilities active does not terminate the subscription. An effective restriction may block only the affected operations, without erasing earlier obligations.

The Club stops the renewal from the portal. Ordinary termination takes effect at the end of the period, with no proration unless required by law or following non-performance that entitles the Club to a refund. In the event of a past-due payment, the cure period and its consequences are stated in the Order Form and in the notifications; operations already entered into continue to be handled.

Early exit under the Reversibility annex

Early termination to switch providers, or for erasure with end of service, is governed by the Reversibility annex. Switching operations are free of charge and are not blocked by a disputed statement.

The price of a monthly subscription paid in advance is retained pro rata to the days of service; the remainder is refunded. For an annual subscription, the days provided are valued at the reference monthly rate accepted for the current period, up to the annual price paid:

Amount retained = min(A, 12 × M × d / D), rounded to the cent; refund = A − amount retained.

A is the annual price excl. VAT paid, M the reference monthly rate excl. VAT accepted for that period, D the actual number of days in the annual period and d the days of service through the end date, between 0 and D. The trial remains free and earlier periods are not recalculated. No exit fee is added. This valuation at the monthly rate does not apply in the event of non-performance by Palarena or of a different refund required by law. The statement and taxes are adjusted; any balance due is returned within thirty days.

8. Fees on sports sales

Palarena charges no commission on sports sales and no service fee to the player. The Club bears the fees of its payment service provider under their separate agreement. No per-payment Palarena fee is added to the SaaS subscription.

9. Invoices, taxes and reporting

The Club determines the tax treatment of its sales and provides the required supporting documents; Palarena may submit them on its behalf. Palarena invoices the Club for its own services, and the Club keeps its billing information up to date.

Invoices are payable on the stated due date, with no early-payment discount. In the event of late payment, penalties accrue without notice at the European Central Bank’s refinancing rate for the half-year plus ten percentage points, along with a fixed compensation for recovery costs of €40 and, on proof, additional compensation as provided by law; the exceptions for insolvency proceedings (procédures collectives) apply.

Each Party complies with its tax and reporting obligations. The Club provides the data needed for applicable platform obligations, in particular DAC7; Palarena informs it of the data reported where required.

10. Availability and support

Palarena uses the reasonable efforts expected of a professional with respect to availability, security and maintenance. Significant planned downtime is announced where possible. Support is available at contact@palarena.com. Unless agreed in writing, no uninterrupted availability or specific resolution time is guaranteed.

11. Data and export

The Club can access the data of its own activities and customers, but not players’ relationships with other Clubs. It may retrieve its data and switch providers under the Reversibility annex, which is incorporated into this Agreement. Palarena may produce truly anonymous statistics to operate the service.

12. Confidentiality

Each Party protects the non-public information it receives from the other, uses it for this Agreement and limits access to people who need it and are bound by confidentiality. Information that has become public through no fault of the recipient, was lawfully known or was independently developed is excluded. A legally required disclosure is limited to what is necessary, with notice where permitted.

13. Security

Each Party protects its accounts and systems and reports without undue delay any incident affecting the service or the data. Palarena’s measures are set out in the Data annex. The Club never enters a full card number or card security code in the software.

14. Service providers

Palarena may use the service providers necessary for the service. The list of service providers and the Data annex specify the roles and how a subprocessor is changed.

15. Liability and insurance

Each Party is liable for direct damages resulting from its proven breach. The Club is liable for its offers and services; Palarena is liable for its services and technical instructions.

Except in the case of bodily injury, willful misconduct (dol), gross negligence (faute lourde), infringement of intellectual property rights or liability that cannot be limited by law, each Party’s aggregate liability over twelve months is capped at the amounts excl. VAT paid or due to Palarena in the twelve months preceding the event giving rise to liability, with a minimum equal to one year of subscription under the Club’s plan or, if there is no active subscription, the annual list price, including during the trial. For a breach of confidentiality or a data breach attributable to the Party, this cap increases to three times that amount; these caps are not cumulative. These caps do not reduce any payment obligation or refund due, or the rights of the individuals concerned against either Party. Indirect damages are excluded, subject to mandatory law.

The Club maintains the insurance needed for its services. Palarena may request proof of insurance for a targeted check.

16. Restriction and suspension

Palarena may restrict the features affected by a breach, fraud, a past-due payment, inaccurate information, a loss of insurance or authorization, unlawful content, a payment restriction or a security risk. Any such measure is proportionate.

The reasons and the means of challenging the measure are communicated on a durable medium before or at the time of the measure, unless a legal exception applies. In an emergency, Palarena may act immediately, but still provides this information where required. The Club may challenge the measure free of charge at contact@palarena.com; its request is reviewed within a reasonable time.

17. Term and termination

This Agreement applies for as long as the account, the subscription or operations remain active. A Club that has never been activated, has no subscription and has been inactive for thirty days is archived, then deleted with its data thirty days later; its representative is notified by email and may, during those thirty days, restore the Club and retrieve its data. Ordinary termination follows Article 7. A material breach not cured within thirty days of formal notice (mise en demeure) may lead to termination, subject to statutory notice periods.

Palarena states its reasons on a durable medium at least thirty days before a complete termination of the intermediation service takes effect, unless a legal exception applies. Orders, refunds, records and other accrued obligations continue to be handled; clauses that need to survive do so for as long as they remain relevant.

18. Changes

Palarena gives notice of changes on a durable medium at least fifteen days before they take effect, or longer if significant adaptation is needed. The Club may terminate before the notice period expires. Exceptions are limited to legal obligations that prevent this notice period and to unforeseen and imminent dangers.

No change applies retroactively to finalized operations or paid periods. A price change follows the notice in Article 7.

19. General provisions

Any assignment of this Agreement by the Club requires Palarena’s consent, except for a universal transfer of assets (transmission universelle de patrimoine) with notice and equivalent guarantees. Palarena may transfer it together with its business without reducing the Club’s rights. If one clause is held invalid, the others remain in effect. The Parties remain independent; technical authorizations do not create a general agency relationship.

Notices are sent to the email addresses the Club designates for this Agreement.

20. Governing law and disputes

French law applies. The Parties seek an amicable resolution for thirty days after a written complaint, without preventing urgent or interim relief. Failing that, jurisdiction is determined by law; no exclusive venue is imposed.

21. Add-ons and emailing volume

The features, price excl. VAT, taxes, dates and billing frequency of each add-on are set before ordering. The Club’s own branding depends on the subscription tier chosen and follows its billing frequency. Recurring usage add-ons remain monthly and can be terminated at the end of the paid period; they end no later than the subscription and are excluded from its founder discount. A past-due payment for an add-on opens a cure period of seventy-two hours before that add-on is suspended. Rights arising from non-performance remain.

WhatsApp: when the feature is available, the subscription includes five groups. The Club connects an account it is authorized to use and chooses the groups, content and posting frequency. It complies with the rules of the service and the rights of members, informs them of the automation and can show the consents or exceptions needed for marketing, with a simple way to object. Being in a group does not amount to general consent. Palarena processes the data for this feature under the Data annex. Sending depends on the connection and on posting rights; neither delivery nor reading is guaranteed. Disconnecting stops new posts, without erasing copies already received. A higher volume is ordered separately on the terms of the summary.

White label: the chosen tier customizes the appearance of the web app after explicit publication and, for hosted campaigns, removes “via Palarena” from the sender name. Addresses, legal notices and contracts remain identifiable. The Club holds the rights in its trademarks and content. A custom domain is not included. Dedicated iOS and Android apps are included only in the tier that expressly mentions them; the terms on which they are made available are presented before ordering. When the right to white label ends, the Palarena appearance returns.

Emailing volume: the subscription includes 10,000 marketing emails per monthly emailing cycle, covering both the Club’s campaigns and its automated emails; service emails do not count. The add-on raises this volume to a higher tier, at the prices and on the terms shown in the summary: one active add-on at a time; an upgrade applies as soon as the full price difference between the two add-ons is paid, with no proration and no reset of the emails already sent in the cycle; a downgrade applies at the next renewal; unsent emails do not roll over. Overages are never billed automatically, and the plan does not change without explicit approval from an authorized representative of the Club. Each recipient of an email accepted by the provider counts toward the volume; Palarena does not guarantee that emails will be received. The volume cannot be used to bypass an opt-out or a frequency limit, or to email anyone other than authorized recipients. The summary records these terms and the values of the change; it forms part of the Order Form.

Annex 1 — Payment and technical authorizations

A.1. Roles

The Club is the seller and beneficiary of the sports sales. It accepts the Stripe terms, maintains its account and has full access to its dashboard. Stripe provides the payment services, collects its fees and handles losses under its agreement; this does not extinguish any debt of the Club or obligation to refund. Palarena guarantees neither account approval nor payout timing.

A.2. Authorized instructions

The Club authorizes Palarena to save payment methods, create, authorize, capture, cancel and refund payments, receive events and reconcile operations in accordance with the accepted terms. These instructions do not allow Palarena to change the price or the destination of the funds and do not make Palarena the sports provider or a payment service provider.

A.3. Payment and refunds

The summary states whether payment is immediate or deferred, its payment dates and the cancellation fees. The card may be saved before the card hold; a card hold may then be requested as the date approaches, with the charge made at the start of the court booking or activity. The optional choice to save a card for future purchases remains separate from the payment authorization for the order.

Before capture, a card hold that is not due is released; only accepted cancellation fees may be captured. After capture, the refund goes back to the original payment method. A full refund that is due cannot be reduced by the Club’s business costs. The Club funds refunds and disputes; a delay or failure on the provider’s side does not extinguish its debt. Palarena tracks the actual status and cooperates on evidence and disputes, without a double refund.

A.4. Paid at the club, club credit and card terminal

Amounts paid at the club, in cash or by card, are collected by the Club, which issues the receipt and handles refunds directly. Club credit remains a debt of the Club alone to its customer; Palarena keeps the technical ledger and the credits returned from bookings, without receiving the funds or offering transfers between Clubs.

For supported sales in France and in EUR, the Club may connect its SumUp account and a compatible SumUp Solo card terminal. Palarena sends the request and reconciles the confirmed result; an accepted request is not a successful payment. An uncertain result is reconciled before any new charge. The Club refunds in SumUp; Palarena reconciles the available facts. A card receipt does not automatically replace the sales invoice.

Annex 2 — Data protection

B.1. Roles

Palarena is the controller for the global account, intermediation, platform-wide sports features, security and the commercial relationship. The Club is the controller for its offers, services, customers and own obligations.

For management data entrusted to it on the Club’s instructions, Palarena is a processor; this annex is the agreement required by Article 28 of the GDPR. The Club determines the content and recipients of its campaigns and posts. Its files are not used for marketing by Palarena or by another Club.

B.2. Processing entrusted to Palarena

B.3. Instructions

Palarena processes data only on documented instructions resulting from this Agreement and the Club’s authorized actions, including for transfers, unless a legal obligation applies, of which it informs the Club where permitted. It immediately reports any instruction that appears unlawful and may suspend it.

By uploading a file to migrate its data from other software, the Club instructs Palarena to read it and to send on the Club’s behalf, to each customer whose data is migrated, a single service email that informs them of this migration and lets them activate their account. This email is not a marketing communication from Palarena.

A marketing email from the Club goes only to its customers, within 3 years of their last spot with it, and to people who signed up for its emails and confirmed their address; never to anyone who has opted out or whose address is on the provider’s suppression list. The software applies these rules and opt-outs based on the data available to it; the Club cannot sign anyone up on their behalf, and an import, a contact list or the emailing volume does not create this right. The Club remains responsible for the content of its emails and for their compliance with marketing rules. A message already handed off to the provider cannot be recalled.

B.4. Confidentiality

Access is limited to people who are authorized, trained and bound by confidentiality. The Club applies the same principles to its accounts and exports.

B.5. Security

Palarena applies measures appropriate to the risk: encrypted communications, protected storage, logical separation of Clubs, access control, patching, protected secrets, backups and disaster recovery, logging of sensitive operations and incident management. Their description is available to the Club; changes to them do not materially reduce the agreed protection. No certification or guaranteed availability is implied.

B.6. Subprocessors

The Club authorizes the subprocessors on the current list. An addition or replacement is announced at least fifteen days before processing begins, to allow a reasoned objection. If no reasonable solution is found, the affected feature may be terminated. An emergency does not waive the required prior authorization. Palarena imposes equivalent obligations and remains responsible for their performance.

B.7. Transfers

A transfer outside the EEA requires the mechanism applicable to the recipient: adequacy within its exact scope or appropriate safeguards, in particular standard contractual clauses and any necessary supplementary measures. The countries and safeguards are described in the list of service providers; this Agreement does not replace them.

B.8. Assistance

Palarena helps the Club respond to requests from individuals exercising their rights and meet its obligations on security, notification, impact assessment and prior consultation. A request relating solely to the Club’s file is forwarded to it without undue delay; the part that falls to Palarena is handled by Palarena. Manifestly excessive assistance outside the standard service may be invoiced after agreement.

B.9. Data breach

Palarena notifies the Club of any breach of the data entrusted to it without undue delay after becoming aware of it, with the available facts, the likely consequences, the measures taken and a contact, and then provides updates. The Club decides on its notifications to authorities and individuals; Palarena assists it.

B.10. End of processing

At the Club’s election, the data entrusted is returned or deleted under the Reversibility annex; copies are deleted unless a legal obligation applies. Backups remain isolated until their cycle expires; erasures are reapplied upon any restoration. Records kept by Palarena for its own obligations follow their separate purpose and retention period.

B.11. Information and audits

Palarena provides the information demonstrating compliance with this annex and allows the necessary audits, including inspections. In ordinary circumstances, the Parties favor a document review with thirty days’ notice; the method, timing and frequency are adapted to an incident, a reasonable concern or a request from an authority. Other customers and confidential security information are protected. Costs are borne by the Club, except in the event of material non-compliance by Palarena.