Zolt Terms of Service

Effective Date: September 1, 2024.

1. Introduction

1.1 These terms and conditions (the “Terms”) apply to the Zolt mobile software application (the “App”). The App is owned and provided by Zolt Labs LLC. The Licensor can be contacted at hi@zolthealth.com.

1.2 You must read the provisions of these Terms carefully if you wish to use the App.

2. Acceptance of Terms and Conditions

2.1. By using the App, you agree to be bound by the terms and conditions of these Terms. You acknowledge that you have read these Terms, and that you accept the terms and conditions of these Terms and any amendments made to it by the Licensor from time to time. If you do not agree to and accept the terms and conditions of these Terms, you must delete and not make any use of the App.

    2.2. The Licensor reserves the right to amend or amplify these Terms or any of its provisions from time to time. By continuing to use the App, you agree to keep yourself up to date with the latest version of these Terms, and to such amendments or amplifications to these Terms from time to time. Each time you access the App, you agree to be bound by the Terms in effect at that time.

    2.3. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to use the App and purchase a subscription for it.

    3. Grant of Rights and Use of the App

    3.1. The Licensor grants you the rights to access and use the App, upon acceptance of the terms and conditions of these Terms. These rights are personal, revocable, non-transferable, non-sublicensable, limited, and non-exclusive. All rights not expressly granted under these Terms are reserved by the Licensor.

    3.2. You may use the App only for as long as you abide by the terms and conditions of these Terms.

    4. Registration

    4.1. Third-Party Authentication: When you opt to access the App using authentication services provided by Apple, Google, or any other third-party platform, you explicitly authorize the Licensor to access and utilize any publicly available information associated with your account on these platforms.

    4.2. Account Security Responsibilities:

    a) Confidentiality: If you establish a username, password, or any other form of identification for accessing the App, you are obligated to maintain the confidentiality of this information. Sharing these credentials with others is strictly prohibited.

    b) Accountability: You bear full responsibility for any and all activities that occur under your account credentials. The Licensor operates under the assumption that any access or communication through your account originates from you personally.

    c) Unauthorized Access: The Licensor disclaims any liability for losses or damages resulting from unauthorized use of your account information. In the event that you suspect or become aware of any breach in your account’s security, you must promptly change your password.

    d) Mandatory Updates: The Licensor reserves the right, at its discretion and without prior notice, to require you to update your username, password, or other account identifiers at any time.

    5. Subscriptions

    5.1. Subscription Access: To unlock full functionality, you may choose to subscribe to the App. These subscriptions are set to automatically renew at intervals specified by the Licensor. To prevent automatic renewal, you must actively opt-out using the appropriate subscription management tools, as detailed in sections 5.3 and 5.4.

    5.2. Subscription Channels: Zolt offers two primary channels for subscription purchases: a) Mobile App Stores: Subscriptions can be purchased through your mobile device’s app store (e.g., Apple App Store or Google Play Store), referred to as the “Distribution Platform” in these Terms. b) Web Platform: Alternatively, subscriptions may be purchased directly through our website using Stripe as the payment processor.

    5.3. Mobile App Store Subscriptions:

    a) Payment Processing: All subscription transactions made through a Distribution Platform, including initial purchases, recurring charges, and any applicable refunds, are processed by that platform.

    b) Terms and Conditions: The handling of subscriptions purchased through a Distribution Platform, including but not limited to renewals, cancellations, and refunds, is governed by the policies and procedures set forth by that platform. These policies take precedence over any conflicting terms in this agreement for such subscriptions.

    c) Customer Support for Billing: For any inquiries or issues related to charges, billing cycles, or refund requests for subscriptions purchased through a Distribution Platform, you should direct your communication to the relevant platform’s customer service department. The Licensor is not equipped to handle these matters directly.

    5.4. Web-based Subscriptions via Stripe: a) Payment Processing: For subscriptions purchased through our website, all transactions are processed by Stripe, a secure third-party payment processor.

    b) Terms and Conditions: The handling of web-based subscriptions, including renewals, cancellations, and refunds, is governed by both these Terms and Stripe’s terms of service. In the event of any conflict, these Terms shall take precedence.

    c) Customer Support for Billing: For inquiries or issues related to web-based subscriptions, including charges, billing cycles, or refund requests, please contact our customer support team. We will work with Stripe to resolve any payment-related issues.

    d) Subscription Management: You can manage your web-based subscription, including cancellation and renewal options, through your account settings on our website.

    5.5. Subscription Changes: The Licensor reserves the right to modify subscription terms, including pricing and renewal periods, with reasonable notice. Any such changes will be communicated via email or in-app notifications and will take effect at the start of the next billing cycle.

    6. Enhancements and Support

    6.1. While the Licensor may periodically release updates, enhancements, or new versions of the App, users are not automatically entitled to these improvements. The Licensor retains sole discretion over the development and release of any App updates.

    6.2. The Licensor is not obligated to provide direct support for the App. However, self-help resources such as online documentation, FAQs, or video tutorials may be made available at the Licensor’s discretion.

    7. User Obligations and Restrictions

    7.1. Legal Compliance: You must use the App in full compliance with all applicable laws, rules, and regulations.

    7.2. Authorized Sources and Devices:

    • a) You shall download the App only from authorized distribution platforms.
    • b) The App must be used solely on legitimate, authorized devices.
    • c) The Licensor reserves the right to terminate your access if you obtain or use the App from unauthorized sources or on unauthorized devices.

    7.3. Prohibited Actions: You shall not use the App in any manner that violates these Terms. Specifically, you are prohibited from:

    • a) Using the App for any commercial or business purpose without express authorization from the Licensor.
    • b) Reverse engineering, decompiling, disassembling, or extracting the App’s source code.
    • c) Creating derivative works based on the App.
    • d) Duplicating, copying, or reproducing the App, its code, or related materials, except as explicitly permitted in these Terms.
    • e) Selling, transferring, publishing, distributing, or making the App available to any third party.
    • f) Altering or removing any notices, trademarks, or copyrights within the App.
    • g) Attempting to gain unauthorized access to any part of the App or circumvent its security features.
    • h) Testing, probing, or scanning the App’s vulnerabilities or breaching its security measures.
    • i) Interfering with the App’s proper functioning, including through overloading or using malicious code.
    • j) Using the App in any unlawful or illegal manner.
    • k) Copying, distributing, or indexing the App’s content without the Licensor’s express written consent.
    • l) Making the App available to multiple users without authorization.
    • m) Using the App or any of its components to create or market competing products or services.

    7.4. Food and Nutrient Database Usage:

    a) The App may provide access to a comprehensive food and nutrient database (“the Database”).

    b) You are prohibited from using information from the Database in conjunction with content that:

    • i. Damages the reputation or credibility of others
    • ii. Contains obscene or pornographic material
    • iii. Violates others’ rights
    • iv. Contains computer viruses or malicious code
    • v. Contradicts public order or morality
    • vi. Violates any laws or regulations

    c) Any attempt to sell, sublicense, or engage in unauthorized commercial activities related to the Database is strictly forbidden.

    d) Unauthorized commercial use of the Database, including but not limited to data scraping or bulk extraction, is prohibited and may result in legal action.

    7.5. Compliance and Enforcement: The Licensor reserves the right to monitor App usage for compliance with these Terms and to take appropriate action, including termination of access or legal measures, in cases of violation.

    8. User Content

    8.1. The Application may provide you with the ability to upload, transmit, or post various types of content, including but not limited to images, photographs, text, and other information or materials (referred to as “User-Generated Content“).

    8.2. You affirm and guarantee that any User-Generated Content you upload, transmit, or post:

    1. is your own original creation and does not infringe upon, violate, or misappropriate any third-party rights, and you assure that the Licensor will not need to obtain any licenses or make any payments to any third party in relation to the User-Generated Content;
    2. does not contain work owned by or subject to the rights of any third party;
    3. is comprehensive and precise, and not deceptive, false, misleading, or fraudulent;
    4. is not illegal, unlawful, obscene, vulgar, profane, abusive, threatening, defamatory, invasive of privacy or publicity rights, or otherwise objectionable; and
    5. does not promote or encourage any form of harassment, harm, hatred, discrimination, violence, illegal or harmful substances or activities, or any unlawful or illegal conduct.

    8.3. You grant the Licensor and its subsidiaries and affiliates an irrevocable, non-exclusive, sub-licensable, transferable, worldwide, royalty-free, perpetual right and license to utilize, reproduce, distribute, transmit, edit, and modify User-Generated Content in any format, manner, or media now existing or later developed without any payment owed to you. This license is granted for the purposes of operating, promoting, and enhancing the Application and the Licensor’s services. The license encompasses the rights to translate, display, reproduce, alter, create derivative works, distribute, and commercialize. The Licensor shall have the freedom to copy, adapt, distribute, and disclose to third parties any such User-Generated Content for any purpose in any form worldwide in perpetuity. However, the Application may offer settings that allow you to restrict the scope of our use of User-Generated Content, and the Licensor will only publicly display your User-Generated Content if you have made it visible to others.

    8.4. The Application may allow you to upload images of products, including (but not limited to) product labels, nutrition information, ingredients lists, and images of product packaging (“Product Imagery“). You hereby grant the Licensor and its subsidiaries and affiliates an irrevocable, non-exclusive, sub-licensable, transferable, worldwide, royalty-free, perpetual right and license to use, copy, distribute, transmit, edit, and modify such Product Imagery in any format, manner, or media now existing or later developed, for any purpose (whether commercial, advertising, or otherwise), including the right to translate, display, reproduce, alter, create derivative works, sublicense, distribute, assign, and commercialize without any payment owed to you. The Licensor shall have the freedom to copy, adapt, distribute, and disclose to third parties any such Product Imagery for any purpose in any form worldwide in perpetuity. You hereby waive any moral rights or rights of personality, privacy, or publicity that you may have in the Product Imagery.

    9. Proprietary Assets and Intellectual Property

    9.1. The Licensor maintains full ownership and retains all intellectual property rights associated with the Application and its related codebase (collectively referred to as “Proprietary Assets“). This encompasses all interests, ownership rights, and title in the Application and all content contained within, including but not limited to computer code, copyrights, patents, trademarks, trade names, titles, designs, trade secrets, and operational methodologies. You agree not to question or dispute the Licensor’s ownership of these Proprietary Assets at any time during or after the expiration or termination of these Terms.

    9.2. You commit to the following:

    1. refraining from using or registering any trademarks, trade names, or logos that are identical to or confusingly similar to the trademarks associated with the Application;
    2. abstaining from any actions, at any time, that may impair or potentially impair any aspect of the Licensor’s rights, title, and interest in the Proprietary Assets; and
    3. avoiding any unauthorized use of the Proprietary Assets or claiming any rights of any nature in any of the Proprietary Assets or their registrations.

    10. Duration and Termination

    10.1. These Terms become effective and binding upon you from the moment you initiate any use of the Application. The duration of these Terms and your rights to utilize the Application will continue until the Licensor terminates your access to the Application and/or these Terms.

    10.2. In the event that you violate any of these Terms or engage with or use the Application in any manner that is illegal, unlawful, or unauthorized, the Licensor reserves the right, at its sole and absolute discretion, to immediately terminate your access to the Application. This termination may occur without prior notice and without incurring any liability on the Licensor’s part. Such action will be taken without prejudice to any other rights the Licensor may have under these Terms or applicable law.

    10.3. Should you choose to uninstall or delete the Application, you will no longer have access to its functionality. It’s important to note that in such cases, you will not be entitled to any reimbursement for any amounts previously paid for a subscription.

    11. Disclaimer of Warranties

    11.1. YOU ACKNOWLEDGE AND ACCEPT THAT SOFTWARE AND MOBILE APPLICATIONS ARE GENERALLY NOT FREE FROM ERRORS. YOU AGREE TO USE THE APPLICATION ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE APPLICATION AND ANY ASSOCIATED SERVICES ARE OFFERED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT ANY GUARANTEES OR REPRESENTATIONS WHATSOEVER. THE LICENSOR EXPLICITLY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE APPLICATION, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, SUITABILITY FOR A SPECIFIC PURPOSE, ACCURACY, UNINTERRUPTED USE AND ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE AFOREMENTIONED EXCLUSIONS AND LIMITATIONS MAY NOT APPLY IN JURISDICTIONS THAT PROHIBIT THE EXCLUSION OF IMPLIED WARRANTIES OR RESTRICTIONS ON APPLICABLE STATUTORY CONSUMER RIGHTS.

    12. Liability Limitations and Indemnification

    12.1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSOR SHALL NOT BE HELD LIABLE FOR ANY LOSS, DAMAGE, COST, EXPENSE, INJURY, CLAIM, OR PENALTY OF ANY NATURE ARISING FROM OR RELATED TO THE APPLICATION, ITS USE, OR THE INABILITY TO USE IT. THIS INCLUDES, BUT IS NOT LIMITED TO, INDIRECT AND CONSEQUENTIAL LOSSES OR DAMAGES AND LOSS OF PROFITS, REGARDLESS OF THE CAUSE AND IRRESPECTIVE OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE).

    12.2. YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, PENALTY, COST, OR CLAIM OF ANY NATURE WHATSOEVER INCURRED BY YOU OR ANY THIRD PARTY IN CONNECTION WITH THE APPLICATION, ITS USE, OR THE INABILITY TO USE IT.

    12.3. YOU ACKNOWLEDGE THAT IF INACCURATE DATA IS ENTERED INTO THE APPLICATION, OR IF DATA IS ENTERED INCORRECTLY, THE RESULTS GENERATED BY THE APPLICATION WILL BE INACCURATE. THE LICENSOR SHALL NOT BE HELD RESPONSIBLE FOR ANY INCORRECT DATA ENTERED, OR DATA ENTERED INCORRECTLY, WHEN USING THE APPLICATION.

    13. App Stores and Distribution Platforms

    If you obtained or downloaded the Application from any app store or distribution platform (such as Apple App Store or Google Play Store), you agree to and acknowledge the following:

    You affirm and guarantee that (i) you are not located in a region subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” region; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

    These Terms constitute an agreement between you and the Licensor, not with your App Provider. The Licensor bears sole responsibility for the Application, not the App Provider.

    The App Provider has no obligation to provide maintenance or support services for the Application. Should the Application fail to meet any applicable warranty, you may notify the App Provider, who will refund the purchase price (if applicable). To the maximum extent allowed by law, the App Provider shall have no further warranty obligations regarding the Application. Any additional claims, losses, liabilities, damages, costs, or expenses resulting from warranty non-conformance shall be the Licensor’s sole responsibility.

    The App Provider is not responsible for addressing any claims you or third parties may have relating to the Application or your possession and use of it. This includes, but is not limited to, product liability claims, non-compliance with legal or regulatory requirements, and claims arising under consumer protection or similar legislation. In case of third-party claims alleging that the Application or your possession and use of it infringes their intellectual property rights, the Licensor will be solely responsible for investigating, defending, settling, and discharging such claims as required by these Terms.

    The App Provider and its affiliates are third-party beneficiaries of these Terms in relation to your Application license. Upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary concerning your Application license.

    You must adhere to applicable third-party terms of service when using the Application.

    14. Applicable Law and Jurisdiction

    14.1. These Terms, and all claims or defenses arising from, related to, or based on them or the relationship they create between the Parties, whether in contract, tort, law, equity, or otherwise, shall be governed by and enforced according to the internal laws of the State of North Carolina. This includes its statute of limitations but excludes the UN Convention on Contracts for the International Sale of Goods, without reference to its conflict of law principles.

    14.2. Any dispute, action, or proceeding arising from or related to these Terms or the Application shall be brought exclusively in the state and federal courts of North Carolina. However, the Licensor reserves the right to initiate legal proceedings against you in your country of residence or any other relevant jurisdiction. You waive all objections to these courts exercising jurisdiction over you and to venue in these courts. Any claim must be brought in your individual capacity, not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). YOU ACKNOWLEDGE AND AGREE THAT BY ACCEPTING THESE TERMS, YOU FORFEIT THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

    15. General Provisions

    15.1. These Terms constitute the entire agreement between you and the Licensor regarding your use of the Application. The Licensor shall not be bound by, and you shall have no claim or right of action arising from, any express or implied term, representation, or similar not included or recorded in these Terms. However, these Terms apply in addition to any applicable terms imposed or required by Apple, Google, Microsoft, or any other provider from whose platform you download the Application, and these Terms complement but do not alter or amend any such terms.

    15.2. You have no right to rely on any amendment to these Terms unless the amendment is documented in writing and signed by the Licensor.

    15.3. If the Licensor fails to enforce any right or provision in these Terms, such failure shall not constitute a waiver of that right or provision or affect the Licensor’s right to require performance at any future time.

    15.4. You may not transfer any of your rights or obligations under these Terms to any other party without the Licensor’s prior written consent.

    15.5. If any clause or term of these Terms is deemed invalid, unenforceable, defective, or illegal for any reason, that clause or term shall be severed, and the remaining terms and provisions of these Terms shall remain in full force and effect.