Effective as of 3rd of November 2019

This Terms and Conditions Agreement explains the terms and conditions under which you are able to use the mobile application and the services provided by Good Vibes ApS. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.

By using our website, our services or accessing any content that is made available by Good Vibes ApS you express your agreement to be legally bound by the terms and conditions stated in this document, so please read these terms carefully before using our services as you are entering into a binding contract with Good Vibes ApS, Fredericiagade 13F, 9000 Aalborg, Denmark. If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not use or access our services.

PLEASE CONSULT A PHYSICIAN BEFORE STARTING NUTIRO MEAL PLAN OR CHANGING YOUR DIET. IF YOU EXPERIENCE NAUSEA, LIGHTHEADEDNESS, PAIN OR OTHER DISCOMFORT WHILE FOLLOWING NUTIRO MEAL PLAN YOU NEED TO SEEK MEDICAL ADVICE IMMEDIATELY. NOT ALL MEAL PLANS ARE SUITED FOR EVERYONE.

1. Definitions

1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms and Conditions Agreement:

Terms/Agreement’ refers to the latest version of this Terms and Conditions Agreement document.

Site’ refers to the Nutiro website available at <nutiro.com> or any other url which may host Nutiro Content or Services.

Services’ refers to the functionality of the Site, content provided through the Site, and other services provided by Good Vibes ApS, as indicated on the Site.

Platform’ refers to Site and Services collectively.

User/You’ refers to any person using or accessing our Platform.

We/Us/Nutiro’ refers to Good Vibes ApS, the Platform, and their developers.

Third-Party’ refers to any application, website, natural or legal entity other than Nutiro.

Content’ refers to all images, text, audio and video data or any other information located on the Platform.

User Generated Content’ refers to the Content provided by the Users.

Information’ refers to information about the Users themselves provided for the purpose of using our Services, contacting support or anonymous statistical information collected from the Users through cookies or third-party services.

Confidential Information’ refers to any and all information disclosed between the parties of this Agreement in relation to the Services, and especially, without limiting, Content available only for registered Users. Confidential Information does not cover information that was known to either party prior to disclosure, information that was made available to the public, information required to run business transactions on the Platform, or information which is intended and disclosed for the purpose of publishing.

2. Use of the Services

(A) Eligibility

2.1 By registering for the use of the Services, you confirm that you are at least 13 years of age. By using our Services, you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms, (iii) that you will not use Services contrary to these Terms or applicable laws.

2.2 We may not control who uses the Platform, so it is upon you to assess whether using the Platform is in compliance with any local laws and regulations. Whenever you are using our Platform, you will need to comply with these Terms and any applicable laws, regulations, and policies. If any part of the Platform is not in compliance with your local laws, you may not use the Platform. Any such Service will be considered as ‘not available in your region.’

(B) Scope of the Services

2.3 Nutiro offers a Platform that allows Users to receive special meal plans tailored to the User’s requirements regarding their weight goals and favourite meal ingredients. Nutiro meal plans do not replace or supplement advice from professional nutritionists. If you have any kind of allergies, dietary restrictions or health issues which may be instigated or aggravated by specific foods please consult a medical professional before following Nutiro meal plans.

2.4 Nutiro cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We will undertake and implement all reasonable measures to maintain the security and integrity of the Information provided by Users. Nutiro cannot and does not guarantee the 100% uptime for its Services. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Users because of the account suspension or termination, (iv) internet problems outside of the Nutiro area of influence, (v) bugs in code, hardware or Services without a commercially known fix.

(C) Registration

2.5 Some of the Services provided are only available to registered Users. During the registration process, you will be asked to provide some personal information, the collection, use, and storage of which is regulated by our Privacy Policy document and applicable laws. Users are required to provide true, accurate, current and complete information about themselves as prompted by forms provided. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to parts of our Services. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.

2.6 You understand that it is your responsibility to keep your log in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.

(D) Contact

2.7 By allowing us access to your e-mail address, you agree that we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements,” and you are not able to opt-out of receiving them. You may opt-in or subscribe to receive e-mails about content, promotions, special offers and or other topics of interest related to the Nutiro and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in promotional e-mails.

2.8 If you have any question or suggestion you can contact us at info@nutiro.com.

(E) Subscription

2.9 Some Services are subject to payments. These Services are provided on a recurring four-week subscription-based model, which means that you will be able to use paid Services for as long as your subscription with us is effective. Subscription period starts on the date of processing the payment (the Effective Date) and ends on the same day in the fourth week from the Effective Date.

2.10 Subscription period will automatically renew at the end of the current subscription period for additional four-week periods until auto-renewal option is disabled or the payment does not go through. Subscription fee for the renewed subscription period will be calculated in accordance the prices that were in effect fifteen (15) days prior to the expiry of the current subscription period. If you wish to stop using paid Services, you may discontinue automatic renewal option in your User account before the expiry of the current subscription period. You may not cancel the subscription period you already paid for. We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services you may do so only by turning off auto renewal, in which case you will be able to use the Services until the end of the current subscription period.

2.11 When you register for the Services for the first time, we may offer you a free seven (7) day trial period for using the Services without any charge. After the expiry of the trial period we will automatically charge the payment method you provided for the continuation of the use of the Services as explained in the Terms.

3. Acceptable Use Policy

3.1 You agree that you will not misuse our Platform. A misuse constitutes any use, access or interference with the Platform contrary to Terms, Privacy Policy and applicable laws and regulations. We can, in our sole discretion, suspend or terminate access to all or parts of the Platform to any User, without prior notice or need to deliberate on reasons for such measure. We reserve the right to deny Services to anyone at any time. During your use of our Platform, you will not behave contrary to the Terms, Policies, applicable laws and regulations, and you will especially not, without limitation, do any of the following:

(i) send or otherwise post unauthorized commercial communications (such as spam) through the Platform;

(ii) collect Users’ content or information, or otherwise access the Platform using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;

(iii) upload viruses or other malicious code;

(iv) bully, intimidate, or harass any other User;

(v) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties;

(vi) harass, threaten, embarrass or cause distress or discomfort upon another individual or entity or impersonate any other person or entity or otherwise restricting or inhibiting any other person from using or enjoying the Platform;

(vii) take any action creating a disproportionately large usage load on our Platform unless expressly permitted by Nutiro ;

(viii) post or transmit content that is misleading.

(ix) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else’s rights;

(x) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the Platform;

(xi) post or transmit hyperlinks to other websites that violate these Terms;

(xii) facilitate or encourage any violation of these Terms.

3.2 Users are solely responsible for their own content and the consequences of making the content available to third-parties.

4. Intellectual Property

(A) Proprietary Rights

4.1 The copyright and all intellectual property rights in the Platform belong to Nutiro or are used with appropriate permissions. It includes design, all database rights, trademarks, text, graphics, code, file and links, service marks, and the selection and set up thereof. All rights are reserved. Nothing in this agreement shall be understood or intended for transfer of such intellectual property rights to you or any other third party.

4.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Platform. Except as expressly permitted in this Agreement, you may not:

  • copy, modify or create derivative works based on the Platform or Content;
  • distribute, transfer, sublicense, lease, lend or rent the Platform or Content to any third party;
  • reverse engineer, decompile or disassemble the Platform or Content; or
  • make the functionality of the Platform available to multiple users through any means.

(B) Notification of Infringement

4.3 If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Site’s Copyright Agent:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. A description of where the material that you claim is infringing is located on the Site or the App;
  4. Your name, address, telephone number and e-mail address;
  5. A signed statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. A statement by you, made under penalty of perjury, that the information provided in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

4.4 Our copyright agent can be reached as follows:

Email: info@nutiro.com

(C) User Generated Content

4.5 If you post content on or through the Platform, you grant us a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, distribute, and display such User Generated Content on the Platform and on any other marketing material we may create. Whenever we might use the User Generated Content we will give appropriate credit to the content provider through their name.

4.6 We aim to provide a safe space for all our Users. However, considering how we do not monitor User Generated Content, you agree to inform us immediately if you come across any illegal activity, activity that is in breach of these Terms, or activity you suspect might be in violation of these Terms or applicable laws or might otherwise be objectionable. Although we expressly prohibit posting of any User Generated Content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties, we do not pre-screen the content, so you hereby agree that you may be exposed to any such content and that you use the Platform at your own risk. We reserve the right to remove any content which we find to constitute a breach of these Terms or relevant laws, without notifying the Users or providing reasoning for such action. You recognize and concur that Nutiro bears no obligation regarding the risk, harm, damage, or loss that might emerge from content submitted to or distributed on the Platform. You further understand that by providing your content online, other people will have access to such content and they will be able to copy, share or otherwise interact with such content. If you do not want your content to be used as described the only remedy is to not share your content.

(D) Third party content

4.7 Some content on the Platform, such as advertisement, may be provided by the Third-Parties. We are not responsible for such content, nor do we monitor or control content provided by the Third-Parties.

(E) Confidential Information

4.8 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to Nutiro and Nutiro may disclose certain Confidential Information to the Users. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.

5. Third-Party Services

5.1 The Services may be made available or accessed in connection with Third-Party services and content (including advertising) that Nutiro does not control. We may also provide you with links leading to the Third-Parties. You acknowledge that different Terms of Service and privacy policies may apply to your use of such Third-Party services and content. Nutiro does not endorse such Third-Party services and content and in no event shall Nutiro be responsible or liable for any products or services of such Third-Party providers.

6. Privacy Policy

6.1 We take User privacy very seriously and we do everything in our power to maintain the integrity and security of the Information.

6.2 Nutiro endeavors to maintain appropriate physical, procedural and technical security with respect to its offices and information storage facilities so as to prevent any loss, misuse, unauthorized access, disclosure, or modification of personal information. This also applies to our disposal or destruction of Personal Information. We keep the personal information we collect about you strictly confidential. Only authorized personnel have access to this personal information.

6.3 In some instances, we are obliged to comply with court orders and government requests and provide Information or parts of it to authorized bodies or arbitration organizations. We may disclose or access Information whenever we believe in good faith that the law so requires, such as to comply with a litigation, or that disclosure is necessary to protect our rights, protect Your safety or the safety of others, investigate fraud, or if we otherwise consider it necessary to do so to maintain service and improve our products and services.

7. Indemnity

7.1 You will indemnify and hold harmless Nutiro, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Platform, content which you provide, or your violation of these Terms.

8. Limitation of liability

8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE NUTIRO SERVICE IS TO STOP USING THE NUTIRO SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SITE AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NUTIRO, ITS EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNEES OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE NUTIRO PLATFORM, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, INCLUDING WITHOUT LIMITATION ANY OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE PLATFORM, REGARDLESS OF LEGAL THEORY, EVEN IF NUTIRO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.3 You hereby understand and agree that for any dissatisfaction with the Platform or Content your sole and exclusive remedy is to cease using the Platform.

8.4 Nutiro, it’s employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors, in or omissions from the information on the Platform. Nutiro is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Site, nor caused by the delay, malfunction of the operation or the availability of the Platform.

8.5 The Site and its Content are not, nor they should be considered as, without limitations, medical or psychological advice. You should not use any information made available through the Site to substitute an advice, diagnosis or treatment recommended by a healthcare professional. In the event that information in the Site relates to, any health or medical suggestions to be provided/advertised, in no circumstances should such content be construed for the use of diagnosing, treatment, cure or prevention of any medical or psychological conditions, health problems or illnesses. You are specifically reminded and advised to contact your primary care physician and/or psychotherapist for specific treatment and care. If your health issues do not subside or your health condition deteriorates you should visit your doctor or other healthcare providers immediately. We are not responsible for the results of your decisions resulting from the use of the Site or the information contained herein, including but not limited to your choosing to seek or not to seek medical care, or your choosing or not choosing a specific treatment based on the information acquired through the Site.

8.6 Different food may have a specific effect on your health based on the medications you are currently using or intending to use. Before following the meal plans provided by Nutiro please consult your doctor or pharmacist if there are certain dietary restrictions connected to the medication you are using.

9. Changes

9.1 NUTIRO MAY MAKE CHANGES OR REPLACE THIS TERMS AND CONDITIONS AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON THE PLATFORM AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS AND CONDITIONS AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS AND CONDITIONS AGREEMENT AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED UPDATED TERMS OF SERVICE. THE TERMS AND CONDITIONS AGREEMENT APPLIES REGARDLESS FROM WHICH OPERATING SYSTEM OR DEVICE YOU ACCESS OUR PLATFORM.

10. Termination

10.1 Nutiro may terminate this agreement without notice and notice period, with immediate effect if User:

(i) breaches this Agreement;

(ii) misuses the Services or uses Services contrary to Acceptable Use policy;

(iii) engages in fraudulent or illegal activities.

10.2 Upon termination of this Agreement, user will not be able to use the Services. Nutiro shall not be responsible for any damage caused by the termination of this Agreement.

11. Governing Laws and Choice of Forum

11.1 This Agreement shall be governed by and construed under the laws of Denmark, without regard to its conflict of law provisions. You agree that if you have any dispute with Nutiro you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of the courts residing in Aalborg, Denmark.

12. Final Provisions

12.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.

12.2 The section titles in the Terms are for convenience only and have no legal or contractual effect.

12.3 Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.

12.4 You may not assign or transfer the rights of this Agreement in whole or in part under any circumstances.

12.5 This Agreement is intended to be solely for the benefit of you and us and is not intended to confer any benefits upon, or create any rights in favour of, any person or entity other than you.

12.6 These Terms may be available on multiple languages, however English version will be considered as the authentic and official version.

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