Eat Wise, Inc. Terms of Use

Effective February 16, 2024

By using the Eat Wise, Inc. (“Eatwise”, “we” or “our”) website (www.eatwise.ai) (“Website”) or any other websites, or products, services and/or mobile applications owned or operated by Eatwise, whether developed now or in the future (collectively with the Website, the “Platform”), you are agreeing to these Terms of Use (these “Terms”), which we may update or amend from time to time as set forth herein.

YOU ACKNOWLEDGE THAT THESE TERMS MAY BE AMENDED FROM TIME TO TIME. AMENDED TERMS WILL BE POSTED ON THE PLATFORM. YOU WILL BE NOTIFIED OF AMENDED TERMS BY WEBSITE POSTINGS, EMAILS LINKING TO THE WEBSITE, OTHER EMAILS, TEXT OR PUSH MESSAGES, TRADITIONAL MAIL OR OTHER MEANS OF NOTIFICATION VIA THE PLATFORM. YOU AGREE TO CHECK THE WEBSITE FOR NEW VERSIONS OF THESE TERMS AND OTHER AGREEMENTS RELATING TO YOUR USE OF THE PLATFORM. YOU AGREE THAT, BY USING THE PLATFORM WITHOUT OBJECTING IN WRITING AFTER EATWISE NOTIFIES YOU OF A NEW VERSION OF THESE TERMS, YOU WILL AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF ANY AMENDED TERMS, INCLUDING ANY NEW OR CHANGED TERMS OR CONDITIONS.

All references to “Eatwise”, “we” or “our” herein shall include affiliates. For purposes of these Terms, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, Eat Wise, Inc.

You agree that these Terms are the legal equivalent of a signed, written contract and constitute a legally binding agreement between Eatwise and you, as a user of the Platform, that you have read these Terms, and accept, understand and will be bound by them.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF

OUR PLATFORM AND OUR SERVICES CAREFULLY.

Scope of Agreement

By accessing and/or using the Platform, you agree to these Terms. These Terms apply to any use of the Platform including (1) when you register an account; (2) when you sign up for or receive any products or services provided through the Platform (collectively, the “Services”) and (3) when you use the Platform as a guest.

Your Use of the Platform and Our Services

Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display the Platform and the material provided therein, and the Services that you subscribed to, for your personal, noncommercial use, provided that you comply fully with the provisions of these Terms. You agree not to assign, transfer or sublicense your rights as a registered user of, or subscriber to, the Platform and/or our Services. You understand that only you may use your account and password, and that your subscription to our Services is only valid for your personal, noncommercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Services subscribed to by you.

By using the Platform and/or our Services, you agree to be legally bound and to abide by these Terms. If you do not comply with these Terms at any time, we reserve the right to cancel or terminate your password, account, and/or access to the Platform (or any part thereof) and/or our Services.

You are solely responsible for evaluating the merits and risks associated with the use of the Platform, any Content (as defined below) on the Platform and any Services provided through the Platform before making any dietary, fitness, nutritional, or other decision based upon the same. Your election to engage any Services are subject to your explicit enrollment and acceptance of separate agreements (including agreements of our third-party vendors), related fee schedules and/or other additional documents applicable to the Services for which you choose to enroll.

At our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Platform or our Services, including, but not limited to, (i) restricting the time the Platform and/or a Service is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Platform and/or any of our Services. You agree that any termination or cancellation of your access to, or use of, the Platform and/or our Services may be effected without prior notice. If you do not abide by these Terms, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your account and all related information and/or files in your account and/or bar any further access to such information and/or files, our Platform (or part thereof) and/or our Services. Further, you agree that we shall not be liable to you or any third-party for any termination, cancellation or modification of your access to, or use of, our Platform and/or our Services. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us pursuant to this provision or these Terms, or any policies or practices by us in providing this Platform or our Services, including without limitation any change in content or any change in the amount or type of fees or charges associated with the Services, is to cancel or terminate your subscription and your account.

Client Services Responsibilities

For purposes of your use of our Services including identification and billing, you agree to provide us (or our third party vendors) with true, accurate and complete information as required by the subscription or sign up process to our Services, including, without limitation, your legal name, height, weight, age, gender, address, telephone number, email address, applicable nutritional information, food preferences, health and wellness goals, and applicable billing information (collectively, “Subscription Data”), and to allow us to share your Subscription Data with our third party vendors for the purpose of verifying the information you provide and charging your account. Subscription Data is a subset of Personal Information and shall be considered Personal Information under our Privacy Policy (which is available at https://www.eatwise.ai/privacy, “Privacy Policy”).

You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of these Terms, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your account or subscription and refuse any and all current or future use by you of our Platform (or any portion thereof) or any of our Services. You agree not to register or subscribe for more than one username, create an account on behalf of someone else, or create a false or misleading identity on the Platform.

If your account or subscription is revoked for any reason, you agree not to register or subscribe again with our Platform using another username or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under these Terms or by law.

You are entirely responsible for maintaining the confidentiality of your password and account information. You must notify us immediately in the event of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password or account information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your Subscription Data. You are the only person who may use your account and password to access the Platform and you are entirely responsible for any and all activities which occur under your account.

You agree that:

  • You will notify Eatwise promptly of any change to your email address by updating your email in the Platform.
  • You will notify Eatwise promptly of any change to your physical address by sending an email to Eatwise’s technical support team at support@eatwise.ai.
  • You will provide and update Subscription Data electronically using the Platform.

Eatwise will provide Services solely through the Platform.

The electronically stored copies of these Terms, our Privacy Policy, and any other agreements between you and Eatwise or any of our third party vendors that are connected to the SErvices (collectively, the “Account Contracts”) are the enforceable, true, complete record of each of the Account Contracts, which can be admitted as evidence or otherwise used in arbitration, litigation, administrative or other legal or regulatory proceedings as if they were originally produced and then kept in paper form. You will not object to or challenge the enforceability or use of the electronically stored copies of the Account Contracts.

You will check the Platform regularly for communications from Eatwise, including electronic notices that any of the Account Contracts have been amended.

Device Compatibility and Availability of Services

The Platform is designed to work when accessed through the internet by a computer using certain web browsers or certain portable devices (such as phones or tablets that use certain operating systems). You acknowledge and agree that some web browsers or portable devices may not be compatible with the Platform and that we cannot guarantee the accuracy or functionality of any Services unless accessed through a supported browser or device. You agree that you will download and install any software updates for our mobile applications, if you access and use our Services through such applications, as they become available.

You understand and agree you are still subject to the terms and conditions of any agreement you have with any mobile service provider and/or any app store or marketplace, and these Terms do not amend or supersede any of those separate agreements. You understand that such services may provide for fees, charges, limitations, and restrictions which might impact your use of the Platform and the Services (e.g., data usage charges, etc.) and you agree to be solely responsible for all such fees, charges, limitations and restrictions.

The availability and use of our Services may be limited based on different types of criteria in our sole discretion. You understand and agree that we may disallow you from subscribing to our Services or may terminate your subscription to our Services at any time based on any of these criteria.

Your Account and Subscription

Payment of your subscription

You may purchase a subscription directly from Eatwise (which is powered by our third party vendor, Stripe) by (i) paying a subscription fee plus applicable taxes in advance on a monthly basis disclosed to you prior to your purchase, or (ii) prepaying a subscription fee plus applicable taxes in advance on an annual basis disclosed to you prior to your purchase. Tax rates are calculated based on the information you provide and the applicable rate at the time of your monthly charge. By purchasing a subscription, separate terms and conditions with Stripe will apply to your use of the Services in addition to these terms. For more information, please refer to Section 24 below. Please contact Stripe regarding any refunds or to manage your subscription.

Eatwise may from time to time make changes to its subscriptions, including recurring subscription fees or any prepaid periods, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Services after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from your subscription prior to the price change going into effect. Tax rates are based on rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county or city. Any change in tax rate will be automatically applied based on the account information you provide.

Renewal and Cancellation of your subscription

For monthly subscriptions, your payment to Eatwise (or its third party vendor) will automatically renew at the end of the applicable monthly subscription period, unless you cancel your subscription prior to the end of the then-current monthly subscription period. The cancellation will take effect the day after the last day of the current monthly subscription period, and you will then be downgraded to a free, limited version of the Services.

For annual subscriptions, your payment to Eatwise (or its third party vendor) will automatically renew at the end of the applicable annual subscription period, unless you cancel your subscription prior to the end of the then-current annual subscription period. If you cancel prior to the end of the then-current annual subscription period, your subscription will immediately transition to a monthly subscription and your cancellation will take effect the date after the last day of the current monthly subscription period, and you will receive a refund for the amount of months remaining in your original annual subscription period. Then you will be downgraded to a free, limited version of the Services.

Termination of your subscription or account

Eatwise may terminate your account and any Services at any time, and for any reason, at its sole discretion. Unless otherwise indicated, paid subscriptions continue indefinitely until canceled. You will be billed on a recurring basis on the first day of each billing period and you will pay and you authorize us (or the applicable third party, if you sign up through a third party) to charge your payment method the then-current subscription fee. You may cancel your subscription at any time by logging into your Eatwise account and following the prompts on the account page or by visiting https://eatwise.ai/profile and following the instructions. Unless otherwise indicated, cancellation will take effect from the end of the billing period in which you cancel.

Upon termination of your account, we will retain your Personal Information for as long as it serves the purpose(s) for which it was initially collected, as stated in our Privacy Policy (or subsequently authorized). We will not destroy your Information unless requested by you or required or permitted by law. Information connected to you that is no longer necessary and relevant to provide our Services may be de-identified or aggregated with other non-personal data to provide insights that are commercially valuable to Eatwise, such as statistics of the use of the Services. For more information, please read our Privacy Policy.

Privacy and Security

We are committed to protecting your privacy and security. By entering into these Terms, you represent that you have read, understood and agree to our Privacy Policy, which is fully incorporated into these Terms by this reference. Our Privacy Policy can be found at https://www.eatwise.ai/privacy.

Restrictions on Use of Materials

You acknowledge that this Platform contains information, text, videos, sounds, graphics, artwork, user and visual interfaces, questions, creative suggestions, messages, comments, feedback, ideas, articles and other materials (collectively, “Content”) that are protected by copyrights, patents, trademarks, service marks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is owned, controlled, or licensed by or to us and is protected by law, including United States copyright laws, and, if applicable, similar foreign laws. Subject to any copy or other rights of the original owners of such Content, we also own a copyright in the selection, coordination, arrangement and enhancement of such Content.

The name Eatwise, the Eatwise logo, and other trademarks, service marks, names, slogans, graphics, and logos of Eatwise used in connection with the Platform and the Services (collectively, “Marks”) are trademarks or registered trademarks of Eatwise. Other trademarks, service marks, graphics, and logos appearing on the Platform are trademarks of their respective owners. Nothing contained on the Platform should be construed as granting any license or right to use any of the Eatwise marks or third-party marks appearing on the Platform without the prior written consent from us or any party that may own any of the third-party marks.

You are not authorized to, and agree not to, download, display or use any Mark in any publication, advertising, publicity or any other commercial or non-commercial manner, in connection with products or services that are not those of Eatwise, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Eatwise and/or its software or intellectual property licensors, that dilutes the strength of Eatwise’s or its licensors’ property, or that otherwise infringes Eatwise’s or its licensors’ intellectual property rights.

Content is provided exclusively for personal and noncommercial access and use. You may not modify, publish, republish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any other way exploit (including but not limited to for commercial use), any of the Content, in whole or in part without the prior written consent of Eatwise. When Content is downloaded to your computer or any mobile or other device, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other application or networked computer environment is strictly prohibited unless you receive our prior written consent.

Content on the Platform may include or make available general news and information, commentary, research reports and data concerning fitness, health and wellness, and other subjects; and access to blogs, wikis, online webinars, conferences, telecasts, podcasts and other public forums. By using the public areas of the Platform you are indicating your acceptance, without modification, of the disclaimers, terms and conditions set forth herein, which apply equally to Eatwise, the Platform and any information providers.

Content posted on the Platform is published as of its stated date or, if no date is stated, the date of first posting. Except as may be required by applicable law, Eatwise has no duty to update any such information and Eatwise may discontinue or modify any category of Content at any time.

By displaying, publishing, or otherwise posting any content on or through the Platform (“User Content”), you hereby grant to Eatwise a limited, irrevocable, non- exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute all User Content without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any of your User Content, as well as the right to sublicense such content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones. You continue to retain all ownership rights to your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the User Content submitted, displayed, published or posted by you on the application and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any User Content you submit, and our use thereof, does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

Eatwise may delete any User Content that in its sole judgment violates these Terms.

Prohibited Uses

You agree not to engage in any of the following on the Platform or use our Services for any illegal, harmful, or abusive activity, including (but not limited to):

  • reverse engineer, de-compile, or otherwise translate, in any way, the Content and user
  • interface made available from, on, or through the Website or Platform;
  • uses or launches any automated system, including “robots,” “spiders,” or “offline readers,” to access any Content or our systems or to “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Platform or the Services;
  • attempt to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
  • attempt to gain unauthorized access to our computer network or accounts;
  • represent that the Services or Content was human-generated when it was not;
  • use the Services or the Content to develop models that compete with Eatwise;
  • in any way misuse any Services or Content that appears on the Platform; and
  • modify, copy, distribute, publish, license or sell any Services or Content or any derivative work based on the Services or Content.

    • Standards and Conduct Guidelines

    You acknowledge that all Content and all information, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the “Postings” and the forums in which Postings are posted, including any chat, message board, blog, groups, and profile communications chat room, each an “Area”), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to the Platform. We do not control the Postings posted, emailed or otherwise transmitted on our Platform by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted standards and conduct guidelines for the users of our Platform (as described below), you understand that by using the Platform, you may be exposed to Postings that are offensive or objectionable. Except as provided by applicable securities laws, under no circumstances will we be liable in any way for any Postings (other than for Content developed by us or our affiliates), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through the Platform.

    You agree not to use the Platform to:

    Upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in our sole discretion);

    Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;

    Impersonate any person or entity, including, but not limited to, any user of the Platform, a director, officer, employee, shareholder, agent or representative of Eatwise or of any of its affiliates, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Eatwise, or any other person or entity;

    Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through the Platform;

    Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

    Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;

    Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;

    Upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

    Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of an any Area (or other portion of the Platform) are able to type, or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of the Platform;

    Interfere with or disrupt the Platform or servers or networks connected to this Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;

    Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;

    “Stalk” or otherwise harass another user or employee of the Platform;

    Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Platform, including user names or passwords; and

    Access or attempt to access another user’s account without his or her consent.

    Your privilege to use the Platform and contribute to discussions depends on your compliance with the standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of the Platform and/or take any other appropriate measures to enforce these standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our standards and conduct guidelines, or any part of these Terms, we may terminate, in our sole discretion, your use of, or participation in, any Area.

    Except as may otherwise be provided in our Privacy Policy, all communications, including, but not limited to communications in Areas, are public and not private communications. We reserve the right to monitor some, all, or no Areas and other areas of the Platform for adherence to the standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities in any area, nor do we endorse any such Postings. Although we reserve the right to remove, without notice, any posting for any reason, we have no obligation to review Content prior to the Content’s posting or to delete Postings that you may find objectionable or offensive. We are not responsible for maintaining a copy of any material we remove from our Platform, and we are not liable for any loss you incur in the event that Content you post or transmit to our Platform is removed. The existence of any Posting in any Area (whether or not controlled by Eatwise) does not, and shall not be deemed to, constitute Eatwise’s recommendation or advice to follow any recommendation included in such Posting.

    You hereby waive any claim or loss you may have as relates to any Posting in any Area.

    Submissions

    If, at our request or on your own, you send, email, use our AI chatbot, post or otherwise transmit to us or the Platform any Content (collectively, the “Submissions”), you grant Eatwise and its successors and assigns a worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of your name) and/ or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such Submissions. You also warrant that, to the extent you are not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submissions, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that Eatwise and its successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. You also permit any user to access, display, view, store and reproduce any Submission that you have made available for any use. Subject to the foregoing, the owner of a Submission placed on the Platform retains any and all Rights that may exist in such Submission. Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions.

    Copyright Complaints

    We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use our Platform (or any part thereof) who infringes the intellectual property rights of others.

    The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact our designated agent for notice of claims of copyright infringement and include the following information:

    • a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
    • identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this application are covered by a single notification, a representative list of such works);
    • identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Platform;
    • your name, mailing address, telephone number and email address;
    • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
    • a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

    Upon receipt of any notice, we will take whatever action, in our sole discretion, we deem appropriate, including the removal of the challenged content from the Platform.

    If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices with respect to the Platform should be sent to our designated agent for notice of claims of copyright infringement.

    Contact information for our designated copyright agent is:

    Legal Department
    Eat Wise, Inc.
    support@eatwise.ai (please include “Notice of Copyright Infringement” in the subject line)

    Disclaimer of Warranties

    PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

    THE SERVICES, OFFERINGS, CONTENT AND MATERIALS ON THE PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, AVAILABILITY, ACCURACY OR NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM, THE SERVICES, THE OFFERINGS, CONTENT AND ANY OTHER MATERIALS ON THE PLATFORM.

    EATWISE DOES NOT WARRANT THAT THE PLATFORM OR ANY FUNCTION CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    ANYTHING DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR SOLE RISK, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SERVICE, OFFERING, CONTENT OR MATERIAL AND ANY OF YOUR INTERACTIONS WITH ANY THIRD PARTIES, INCLUDING ADVERTISERS AND OTHER USERS, IDENTIFIED THROUGH THE PLATFORM.

    EATWISE DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN OR ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. EATWISE EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE PLATFORM.

    FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS.

    Limitation of Liability

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND THE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES OF EATWISE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE AND EVEN IF THE RESPECTIVE PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE AND/OR THE INABILITY TO USE THE PLATFORM AND/OR THE SERVICES; (B) THE USE OF ANY CONTENT OR OTHER INFORMATION ON THE PLATFORM OR ANY APPLICATION(S) OR WEBSITES(S) LINKED TO THE PLATFORM, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR PLATFORM; (F) ANY PLATFORM FAILURE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, OR (G) ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES. YOU UNDERSTAND AND AGREE THAT WE TO THE EXTENT APPLICABLE, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IN THE EVENT WE EXERCISE OUR RIGHT TO MODIFY, CHANGE OR DISCONTINUE THE PLATFORM OR ANY SERVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR ACCESSING THE PLATFORM AND RECEIVING THE SERVICES, IF ANY, IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR PLATFORM, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE PLATFORM. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT DISCLAIM ANY LIABILITY RELATING TO ANY APPLICABLE LAW.

    Indemnification

    You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives (collectively, “Indemnified Persons”), from any and all third party claims, liability, losses, damages, expenses and/or costs (including, but not limited to, reasonable attorney’s fees and expenses) arising from your improper use of the Platform or our Services or offerings, your violation of these Terms or any of the other Account Contracts, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity, and your use of User Content and Submissions generated, uploaded, or otherwise provided by you in accordance with these Terms.

    Parental or Guardian Consent

    Some of the Content on the Platform may not be appropriate for children. INDIVIDUALS UNDER THE AGE OF 13 ARE NOT PERMITTED TO SUBSCRIBE TO ANY OF OUR SERVICES. We do not knowingly collect or solicit personal information from anyone under the age of 13. If you are under 13, please do not attempt to register for the Platform, Services, or any other Eatwise website or product, or send any personal information about yourself to us. If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at suppport@eatwise.ai.

    Third-Party Links

    These Terms apply only to this Platform, and not to the websites and/or applications of any other person or entity.

    We may provide, or third parties may provide, links and/or functionality that connect to other worldwide websites, applications or resources not provided by us (“Third Party Platforms”). You acknowledge and agree that we are not responsible for the availability of such Third Party Platforms. We do not endorse (and you acknowledge and agree that we are not responsible or liable for) any content, advertising, products, services, or other materials on or available from such websites, applications or resources or the terms of service or privacy policies thereof.

    We have not tested, nor do we review, monitor, or verify any information, software, or products found on any Third Party Platform and therefore do not make any representations about those platforms or any associated products or services. You will need to make your own independent judgment regarding your interaction with Third Party Platforms. It is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of the content of Third Party Platforms. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of third party web sites, including, without limitation, Third Party Platforms linking to our Platform. You should review applicable terms and policies, including privacy and data gathering practices, of Third Party Platforms, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

    Except as otherwise provided by applicable law, you further acknowledge and agree that we will not be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products, services or other resources available on or through any Third Party Platform (regardless of whether we directly or indirectly link to such content, advertisements, products, services or other resources).

    You should direct any concerns with respect to any other application to that Third Party Platform’s administrator or webmaster.

    Without limiting any of the foregoing, Eatwise may provide access to blogs, wikis, online conferences, telecasts, podcasts, or other forums. All communications made at or through such forums are public. Eatwise does not, unless otherwise required by law, have any obligation to screen, review, approve or endorse any Content obtained through such forums. Reliance on the Content is at your own risk.

    Consent to Recordings

    By using the Platform, you consent to the recording, retention and use of any communication, information and data exchanged between you and Eatwise or its representatives or agents for execution, processing, database maintenance, recordkeeping, or any other use in the regular course of business, from time to time, provided that such use is permitted under applicable law and our Privacy Policy.

    Electronic Communications

    The Platform provides you with our e-mail address so that you may communicate electronically with us by sending an e-mail message to support@eatwise.ai. All e-mails sent to and from Eatwise will be received or otherwise recorded by the Eatwise e-mail system and is subject to archival, monitoring or review by and/or disclosure to, someone other than the recipient. Communications through the Platform may involve the electronic transmission, to any e-mail address you provided to us, of information that you may consider to be personal information and you agree and consent to such transmission of such information. You agree not to use e-mail to transmit any confidential personal information. It is your responsibility to update or change your email address, as appropriate.

    Geographic Scope of Program

    You acknowledge that this Platform is intended for natural persons who are citizens or other lawful residents of the United States and who are located in the United States and that Eatwise does not intend to offer any securities, or any other products or services, outside the United States.

    Eatwise does not represent or warrant that any aspect of its Services, including information available from the Eatwise Website or the Platform, complies with any law or regulation of any jurisdiction outside the United States. You represent and warrant that you are a lawful resident of and located in the United States and that you have been lawfully issued by the government of the United States the social security number or tax identification number you provided when applying for any Services using the account opening functionality through the Platform.

    Additional Disclosures

    NEITHER THE INFORMATION NOR ANY OPINION EXPRESSED IN THE PLATFORM OR THE SERVICES CONSTITUTES MEDICAL ADVICE OR AN ENDORSEMENT OF ANY TREATMENT OR DIAGNOSIS THEREOF IN ANY JURISDICTION OR IN ANY CIRCUMSTANCE.

    SUCH INFORMATION AND OPINIONS ARE NOT MEANT TO BE RELIED UPON FOR MEDICAL OR OTHER PURPOSES. WE DO NOT PROVIDE MEDICAL ADVICE AND YOU AGREE THAT NONE OF THE CONTENT PROVIDED THROUGH THE PLATFORM IS INTENDED TO BE OR SHALL BE DEEMED TO BE MEDICAL ADVICE. YOU ACKNOWLEDGE THAT THE INFORMATION PROVIDED BY THE PLATFORM, WEBSITE, AND/OR THE SERVICES MAY BE DERIVED FROM MACHINE LEARNING ALGORITHMS AND THEREFORE IS NOT GUARANTEED TO BE ACCURATE.

    Eatwise is not a healthcare provider. The Content or Services that you obtain or receive from Eatwise, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational and educational purposes only. All medically related information, including, without limitation, information shared via the Platform, Website, Eatwise emails and text messages, and Eatwise Services is for informational and communicative purposes only. WHILE WE HOPE THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 911. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, OR OTHER PROFESSIONAL OR LICENSED HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE. Eatwise is not a referral service and does not refer, recommend or endorse any particular healthcare provider, test, procedure, opinion, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. We encourage you to independently confirm any Content relevant to you with other sources, including a healthcare provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.

    Free and Discounted Trials

    From time to time, we or others on our behalf, may offer trials of subscriptions for a specified period without payment or at a reduced rate (each a "Trial"). Each Trial is subject to the rules on eligibility, availability, duration and cancellation set out below. Unless otherwise advertised, Trials do not permit or provide access to any third party products or services. We'll require you to provide your payment details prior to starting the Trial (which will be stored and processed in accordance with our Privacy Policy or the privacy policy of our third party vendor). By providing such details you agree that we (or our third party vendor) may automatically begin charging you for the subscription on the first day following the end of the Trial on a monthly recurring basis or other interval that we will disclose to you in advance, unless you cancel beforehand. Each Trial provides access to the subscription advertised: A. at the price advertised (if any); and B. for an initial introductory 7-day period, beginning from the moment that you confirm your purchase of the Trial, by completing the checkout process (the "Trial Period").

    21.1 Trial eligibility. In order to be eligible for a Trial, users must satisfy all of the following conditions (each an "Eligible User"): A. Unless you are subscribing to a Trial that is advertised as available to past subscribers, you must be a new subscriber to any and all subscriptions and not have subscribed to, or accepted a trial of, a subscription at any time in the past. B. If you are subscribing to a Trial that is advertised as available to past subscribers, you must have been a subscriber to the relevant subscription (as advertised) and your subscription must have expired before the date or time frame advertised. C. Unless otherwise advertised, you must provide Eatwise with a valid and current payment method that is approved by Eatwise or its third party vendor. D. Unless otherwise advertised, you must provide the payment method above directly to Eatwise or its third party vendor. E. Additional eligibility requirements (if any) as advertised from time-to-time in connection with a Trial.

    21.2 Trial availability. Eatwise will determine your eligibility for a Trial acting reasonably, based on information available to Eatwise. A Trial must be accepted before the applicable offer expiration date advertised, if any. To the extent permitted by applicable law, Eatwise reserves the right to modify, suspend or terminate a Trial at any time and for any reason by notice to you and with no liability, in which case we will not honor subsequent enrollments for that Trial.

    21.3 Trial duration and cancellation. In the case of any Trial, the corresponding Trial Period shall continue for the period as advertised, subject to section 21.2, above. Unless canceled before the end of the Trial Period, or such Trial is in conjunction with a prepaid period, you will automatically become a subscriber to the particular subscription that you chose to sign up to under the Trial and the payment method you provided will automatically be charged the then-current recurring price on the first day following the end of the Trial on a monthly recurring basis or other interval that we disclose to you in advance (any time-capped features of that subscription will be reduced by the length of the Trial Period). IF YOU DO NOT WANT TO PAY THIS CHARGE, YOU MUST CANCEL BEFORE THE END OF THE TRIAL VIA THE PLATFORM. Unless otherwise stated in these Terms or in connection with an offer or trial, if you cancel a Trial during the Trial Period, you will lose access to the subscription and your Eatwise account will switch automatically to a Eatwise free account at the end of the Trial Period.

    Miscellaneous Terms

    If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

    Our failure to enforce the strict performance of any of the provisions of these Terms or the Account Contracts will not waive our right to later enforce those provisions. These Terms, together with other Account Contracts, the Privacy Policy, and the terms governing any individual page on the Website or screen on the Platform, are the entire agreement between you and us relating to the subject matter herein.

    In the event of any conflict between these Terms and the terms of any other written agreement between you and Eatwise, such other applicable agreement shall control.

    These Terms shall be governed by and construed in accordance with federal law and any applicable laws of the State of New York (without regard for conflicts of law principles). Unless otherwise governed by a separate agreement, you and we agree and irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and (to the extent it has sufficient matter jurisdiction) of the federal courts in the Southern District of New York with respect to any legal action or proceeding arising out of or relating to these Terms or the matters or services contemplated hereby, and consent to the service of process by the mailing to such party of copies thereof by certified mail to the other party. Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

    Contact Us

    Questions, complaints, or claims regarding the Platform or Services should be directed to us at support@eatwise.ai. For an online copy of these Terms, please go to www.eatwise.ai/termsofuse.

    Third Party Vendor Technology

    We use certain third party vendors, such as Klaviyo, Inc. and Stripe, Inc., in order to provide certain Services to you on or through our Platform. By using this service, you agree to be bound by Stripe’s Terms of Service (to learn more, please visit https://link.com/terms) and Klaviyo’s Terms of Service (to learn more, please visit https://www.klaviyo.com/legal/terms-of-service).