Terms and Conditions

1. Your Relationship with NutriLab

1. User Types. The Services have two different types of end users: (a) visitors of the Site (“Site Vistors”); and (b) users who are a part of a paid subscription plan through our Subscription Services (“Subscribers” and together with the “Site Visitors”, the “User(s)” or “you”).
2. Affiliates. If you are an entity subscribing to a multi-user plan, your affiliates may use the Services purchased by you as Users on your account subject to the fees associated with your account. Alternatively, your affiliate may subscribe to its own multi-user plan, which will create a separate agreement between the affiliate and NutriLab.

By registering as a Subscriber or by being a Site Visitor, or by using the Services in any way, you accept and agree to be bound by these Terms.

2. Accepting the Terms

1. Acknowledgement of these Terms. You acknowledge and agree that you have read, understand, and agree to be bound by these Terms by (a) clicking or tapping on a button indicating your acceptance (usually during the registration process), or (b) accessing or using any part of the Services.
2. Authority. By accepting these Terms, you represent that you have the legal power to do so. If you accept these Terms on behalf of an organization, (a) “you” and “your” will refer to that organization and any individual accessing a Service through your account will be referred to as an “Authorized User”; (b) you represent and warrant that you have the authority to bind the organization; and (c) you understand and agree that the organization is bound by and responsible for ensuring that each of its Authorized Users comply with these Terms.
3. Prohibited Users. If you are barred from receiving the Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Services, you may not use the Services and not accept the Terms. If you are a Subscriber of a multi-user plan, you will ensure that: (a) your Authorized Users do not use a Service in violation of any export restriction or embargo by the United States; and (b) you do not provide access to any Service to persons or entities on any restricted lists.
4. Age Requirement for Users. If you are under 18 years old, you may not create a NutriLab account or use the Services unless it is in connection with an educational institution account.
5. Changes to the Terms. We may make changes to the Terms from time to time and it is your responsibility to review the Terms on a regular basis. When these changes are made, a notice will appear on the Site and in the Subscription Services. You understand and agree that if you are a Site Visitor and you use the Site after the date on which the Terms have changed, we will treat your continued use of the Site as acceptance of the updated Terms. If you have a paid account for accessing the Subscription Services, the new Terms will apply on the renewal of the Subscription Term and we will provide you with an opportunity to review the Terms at such renewal.

3. Subscription Services and Billing

1. Subscription Services; License. Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the Subscription Services, NutriLab grants you a limited, non-transferable, non-exclusive, revocable right and license to Subscribers and their authorized users to access and use the Subscription Services during the Subscription Term (defined below) solely for internal business operations, a right which may not be assigned or sublicensed to anyone. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or NutriLab.
2. Types of Subscription Services Accounts. NutriLab offers different types of accounts to the Subscription Services: (i) individual accounts; (ii) multi-user accounts; and (iii) educational institution accounts.
   1. Individual Accounts. When you create an individual account, you are the only User permitted to use that account, and your Content (defined below) is available only to you and others with whom you share access to the Content in the account.
   2. Multi-User Accounts. When you create a multi-user account, you retain administrative control (“Admin”) over who is granted access to your account by establishing your Authorized Users. The Admin of a multi-user account is responsible for maintaining up to date contact and billing information for the multi-user account. NutriLab is entitled to rely on communications from the multi-user account Admin when servicing your multi-user account. If a person within your organization requests a change to the account owner, we will attempt to contact the Admin for consent, but to the extent that the Admin does not respond to our communications, we will transfer the Admin controls based on our internal verification methods.
   3. Educational Institution Accounts. Educational institution accounts are multi-user accounts for the Subscription Services that are set up by a post-secondary educational institution, e.g., colleges, universities, trade schools (“Educational Institution”). The Admin of a educational institution account is an employee of the Educational Institution (“Educational Institution Admin”), and the Authorized Users of an educational institutional account are students, faculty and staff that have the corresponding Educational Institution domain email address. If you set up an educational institution account, the following terms apply:
      1. as an Educational Institution Admin, you agree to (A) only provide access to the Subscription Services to those individuals employed by or enrolled as students at your Educational Institution, and (B) be responsible for any Content (defined below), communications, and activity that occur under such accounts. To the extent your Educational Institution offers or requires access to the Subscription Services by minors, the Educational Institution will be responsible for those Authorized User accounts under this section.
      2. "Student Data" is any information that is directly related to any identifiable current or former student that is maintained by an Educational Institution and may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”) that certain Educational Institutions may provide to us. While we may need to access Student Data to provide the Subscription Services under this section, Educational Institutions own the Student Data and remain responsible for it. Our NutriLab for Educational Institutions Privacy Policy provides more detail about how we handle Student Data.
      3. As applicable, both parties agree to uphold their responsibilities under FERPA. We require all Educational Institutions to provide appropriate disclosures to students (and parents, as applicable) regarding their use of the Subscription Services including but not limited to providing a copy of our NutriLab for Educational Institutions Privacy Policy.
      4. For Authorized Users under an educational institution account that have identified as a student, we will permanently delete such individual account after a certain number of years of inactivity within the Subscription Services or at the direction of the Educational Institution. Prior to deletion, we will attempt to notify the individual.
3. Billing and Auto-Renewal. Any Subscription Service starts on the first date of use of the Subscription Services and recurs on a monthly or annual basis (as chosen by the account holder) until it is canceled in accordance with these Terms (the “Subscription Term”). Billing occurs at the beginning of the Subscription Services cycles and provides access for one month or one year after that. By purchasing the Subscription Services, you acknowledge that your Subscription Services has a recurring payment feature and accept responsibility for all recurring payment obligations before the cancellation of your Subscription Services by you or NutriLab. If you have paid for an annual subscription to the Subscription Services and you choose to terminate such subscription prior to the end of the annual Subscription Term, you will have access to your account until the end of the Subscription Term and per Section 3.4 herein, you will not receive a refund on any fees paid for such annual subscription. To change or terminate your Subscription Services, go to your Account Settings or contact us at contact@nutrilab.io. NutriLab utilizes a third party payment processor, i.e., Stripe, for billing and payment processing. Stripe’s terms of service and privacy policy can be found here.
4. Cancellation of Subscription Services. If you cancel your Subscription Services, you may use the Subscription Services until the end of the then-current period, and your Subscription Services will not be renewed after that period expires. You will not be eligible for a prorated refund of any portion of the fee paid for the then-current Subscription Services period.
5. Termination of Subscription Services by NutriLab. NutriLab may immediately terminate or suspend your account and access to all or a portion of your Subscription Services without notice if:
   1. your payment is overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend);
   2. you provide false or inaccurate information;
   3. you (or an Authorized User of a multi-user account) violate these Terms;
   4. you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright and intellectual property laws); or
   5. you engage in conduct that is threatening, abusive, or harassing to NutriLab employees or agents.
   
   If we terminate or suspend your Subscription Services account, your license to use the Subscription Services is also terminated or suspended (as applicable). If your Subscription Services account is terminated, we have the right to immediately delete all data, files, and other information stored in or for your account without further notice. You must pay all charges up to and including the date of termination. Should you wish to resume your Subscription Services account after any suspension, a restoration of service fee may apply. This fee includes all past-due unpaid charges and other fees.

4. Using the Services

1. Access to the Services. You are responsible for making all arrangements necessary for you to have access to the Services and for ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
2. Registration Information for Subscription Services. To access and use the Subscription Services, you and each of your Authorized Users (as applicable) will be required to provide registration information. You agree to keep this information accurate and current. To the extent that you are an Admin or an Educational Institution Admin, you further agree to keep your contact and billing information updated and complete. Subscription Services accounts are for named individuals and cannot be shared or used by more than one individual at a time. However, with a multi-user plan, subscriptions may be reassigned by NutriLab to new individuals replacing individuals who no longer use the Subscription Services for any purpose (e.g. transferring a subscription from a terminated employee to a new employee). Each Subscriber and their Authorized Users (as applicable) must keep a secure password for accessing the Subscription Services and keep such password confidential. You will (a) if applicable, obtain from the Authorized Users on your account any consents necessary for NutriLab to provide the Subscription Services; (b) maintain commercially reasonable security standards with respect to use of the Subscription Services; and (c) in the event of any unauthorized access to or use of the Subscription Services, promptly notify us at contact@nutrilab.io.
3. Updates. We make updates (e.g. bug fixes, enhancements) to the Services on an ongoing basis. You consent to our delivery of updates of the Subscription Services automatically through the Subscription Services. Except for urgent updates, we schedule maintenance during non-peak usage hours (that minimizes the impact on all Users).
4. Your Responsibilities. You are responsible for: (a) access to and use of the Subscription Services by you and the Authorized Users on your account (as applicable) and compliance with these Terms; (b) the secure transmission of your Content to the Subscription Services; (c) the legality, reliability, integrity, accuracy and quality of the Content, any conclusions drawn or actions taken therefrom, and the means by which you or your Authorized Users acquired the Content so that NutriLab and its service providers may lawfully use and process the Content in accordance with these Terms; (d) if desired, backing-up your Content outside of the Subscription Services; (e) using commercially available technologies to prevent the introduction of viruses, malware, Trojan horses, worms, spyware or other destructive code (“Malware”) into the Services; and (f) as applicable, instructing your Authorized Users on the prohibitions and Use Restrictions set forth in these Terms, and ensuring that those limitations and/or Use Restrictions are not breached. “Content” means the data, recipes, ingredients, information, and other content that is uploaded to, imported into or created in a Subscription Services by the Subscribers and their Authorized Users, all of which is your Confidential Information.
5. Ingredient Information and Generated Information. The Subscription Services allows you and your Authorized Users (as applicable) to enter or upload Content that includes ingredient information for the purposes of nutrition analysis and nutritional labeling. The Subscription Services provides nutrition information and/or nutritional labeling information that is generated based on the Content you enter or upload (the “Generated Information”). While the Subscription Services provide assistive information including warnings and cautions (“Warnings”) while the User is entering Content to obtain Generated Information, subscribers and their Authorized Users (as applicable) are solely responsible for accurate entry or upload of ingredient information into the Subscription Services, including but not limited to, quantities , yields (such as water loss)and allergens. While the Subscription Services provides Warnings, NutriLab does not review Content or Generated Information, including but not limited to ingredient information, that is entered or uploaded by Subscribers. NutriLab makes no representation that the Generated Information is correct. The Generated Information is based on the ingredients that are entered. Except for the Warnings provided, NutriLab and its Subscription Services do not have the ability to flag, catch, address or in any way recognize or correct mistakes, errors or omissions of any Content or Generated Information, including without limitation, ingredient information. It is the responsibility of the Subscriber and their Authorized Users (as applicable) to review and verify all Content, including without limitation, ingredient information entered into, and the label generated by the Subscription Services. You understand, agree, and accept that (i) any Generated Information provided by the Subscription Services is for information purposes only and is solely based on the Content that you enter into or upload to the Subscription Services; (ii) as part of, and in conjunction with, Section 8.3, NutriLab expressly disclaims warranties of any kind with respect to the Generated Information; and (iii) as part of, and in conjunction with, Section 10, NutriLab expressly disclaims any and all liability with respect to the accuracy of such Generated Information.
6. Use Restrictions. Each Subscriber will not and will ensure that its Authorized Users (as applicable) do not: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Subscription Services available to any third-party except as expressly authorized herein; (b) copy, modify, translate, adapt, merge, or create derivative works of the Subscription Services or disassemble, decompile, reverse engineer, or otherwise extract the source code of, or reduce to human-perceivable form, any part of them unless the foregoing restrictions are expressly prohibited by applicable law; (c) use or access the Subscription Services (i) to develop a product or service that competes with NutriLab or (ii) other than in compliance with these Terms and all applicable laws and regulations (including export control laws and restrictions); (d) remove or modify any proprietary markings or restrictive legends in the Subscription Services or on the Site; (e) infringe or misappropriate any NutriLab IP; (f) attempt to gain unauthorized access to the Services or any portion thereof; (g) knowingly, intentionally or negligently introduce Malware into, or otherwise engage in any malicious act or disrupt the security, integrity or operation of, the Services; (h) access or attempt to access the Subscription Services by any means other than the publicly supported interfaces, including any automated means (i.e. use of scripts or web crawlers); (i) probe, scan, or test the vulnerability of any NutriLab system or network; or (j) access, store, create, share, display, publish or transmit any material that a person would reasonably believe to be unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasion of privacy, or infringes the intellectual property rights of a third-party through the Services (a-j collectively, the “Use Restrictions”).

5. Data Security; Privacy

1. Your Personal Data. Our Privacy Policy governs how we treat your personal datawhen you use the Services.
2. Security. We will maintain administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of your Content in accordance with reasonable security standards. The security of your Content and our Services is important to us, but remember that no method of transmission over the Internet or method of electronic storage is 100% secure.
3. Service Providers. We may utilize subcontractors or SaaS tools in connection with provision of the Services, including processing Content, provided that such third parties are subject to appropriate confidentiality and data security obligations.
4. Account Information. We will use data provided in connection with the creation or administration of Subscription Services accounts to set up and maintain such accounts, provide and maintain the Subscription Services, detect and prevent fraud or violations of these Terms, inform you about new products and features, and as necessary to comply with applicable law, regulation, legal process or enforceable governmental requests.

6. Confidentiality

1. “Confidential Information” means non-public, proprietary, business, technical, security, legal, or financial information that is marked or identified as Confidential Information or would reasonably be understood to be confidential, such as information about products, processes, services, trade secrets, marketing and business plans, client lists, pricing, financial information, system architecture, security programs, or intellectual property. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the receiving party possesses without a duty to keep confidential prior to acquiring it from the disclosing party; (b) is or becomes publicly available through no violation of this agreement by the receiving party; (c) is given to the receiving party by a third-party not under a confidentiality obligation to the disclosing party; or (d) is developed by the receiving party independently of, and without reliance on, confidential or proprietary information provided by the disclosing party.
2. Use and Disclosure. Each party may be given access to Confidential Information of the other party in connection with these Terms. The receiving party may only use this Confidential Information as provided for in these Terms or to exercise its rights hereunder and may only share this Confidential Information with its employees, agents, advisors, procurement agents and service providers who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use the same degree of care, but no less than a reasonable degree of care, as such party uses with respect to its own Confidential Information to protect the disclosing party’s Confidential Information and to prevent any unauthorized use or disclosure thereof. Neither party is responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third-party not under the receiving party’s control. If the receiving party is compelled by law to disclose the other party’s Confidential Information, it will provide the disclosing party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure. These confidentiality obligations will remain in effect for the Term (defined below) and for an additional one (1) year following termination.

7. Intellectual Property

1. Your Content. As between the parties, you own all rights, title, and interest in and to the Content in the Subscription Services accounts for which you are the account owner and your Confidential Information, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, we acquire no right, title, or interest from you in or to your Content or Confidential Information.
2. NutriLab’s Use of Your Content. You hereby grant NutriLab a limited, worldwide, non-exclusive, non-transferable, right to access, use and process Content until removed from the Subscription Services: (a) as requested by you or your Authorized User; (b) as necessary to provide and improve the Subscription Services, including to identify, investigate, or resolve technical problems with the Subscription Services; (c) to detect and prevent fraud or violations of these Terms; and (d) as required by applicable law, regulation, legal process or enforceable governmental request.
3. NutriLab IP. As between the parties, NutriLab owns all rights, title, and interest in and to the NutriLab IP and NutriLab Confidential Information, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, NutriLab does not convey any rights to the you or any User. “NutriLab IP” means (a) the Subscription Services (but not any Content or your Confidential Information contained therein); (b) the Site and the information, material, and content provided on the Site; and (c) all NutriLab copyrights, patents, trademarks, trade names, trade secrets, specifications, technology, software, data, methodologies, machine learning models, changes, improvements, components and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code, object code, and know-how in and to the foregoing.
4. Generated Information. The Generated Information is considered your Content and all rights, title and interest to such Generated Information belongs to you. To the extent applicable, NutriLab hereby assigns any of its rights, title and interest to such Generated Information to you. You understand that the Generated Information is provided through the Subscription Services based on your entrance or upload of Content to the Subscription Services. You understand, agree, and accept that any Generated Information provided by the Subscription Services is for information purposes only and is solely based on the Content that you enter into or upload to the Subscription Services and NutriLab disclaims all liability with respect to the accuracy of such Generated Information.
5. Feedback. You and Authorized Users may voluntarily provide us with comments and suggestions via email, messaging, phone call, or other forms of communication (“Feedback”), which we may use freely and exploit without any obligations or restrictions.

8. Representations, Warranties, and Disclaimers

1. Authority. Each party represents that it has validly entered into these Terms and has the legal power to do so.
2. You. You represent and warrant that you will use the Services in accordance with these Terms. If you are the representative of an entity with multi-user plan and you (a) convert any existing accounts registered using email addresses from your entity domain into accounts under your control, or (b) enable administrative controls over access to the Subscription Services based on your e-mail domains, you represent and warrant that the entity owns such e-mail domain(s) and the Content that has been created by individuals with such e-mail domains. You will appoint an administrator to manage your account and will be solely responsible for the administrator’s acts and omissions with respect to the Subscription Services.
3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND NUTRILAB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT NUTRILAB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM NUTRILAB OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THE PARTIES ADDITIONALLY AGREE THAT NUTRILAB WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR YOUR COMPLIANCE IN ANY NUTRITIONAL LABELING PROGRAMS AND/OR LAWS, AND THAT THE SERVICES AND GENERATED INFORMATION, TO THE EXTENT APPLICABLE, ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY TOOLS FOR ASSISTING YOU IN MEETING THE VARIOUS OBLIGATIONS REGARDING NUTRITIONAL LABELING FOR WHICH YOU ARE SOLELY RESPONSIBLE.

9. Indemnification

1. You will indemnify and hold NutriLab harmless against any third party claim arising out of (a) Restricted Uses in breach of these Terms; or (b) alleging that your Content infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) NutriLab promptly notifies you of the threat or notice of such claim, provided that this requirement shall not affect your responsibilities hereunder to the extent failure to promptly give such notice does not materially affect your defense of such claim; (ii) you will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, you will not settle or compromise any claim that results in liability or admission of any liability by NutriLab without NutriLab’s prior written consent); and (iii) NutriLab reasonably cooperates in connection therewith.

10. LIMITATION OF LIABILITY.

11. Governing Law and Jurisdiction

12. Arbitration

13. Waiver and Severability

14. Termination

15. Entire Agreement