Terms of Use

QALORIE TERMS AND CONDITIONS

Effective as of 28th of June 2021

This Terms and Conditions document explains the terms under which you can use the mobile application and the services provided by Qalorie, Inc. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.

By downloading or using our mobile application, our services, or accessing any content that is made available by Qalorie, Inc 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 Qalorie, Inc, 400 CALAF ST., PMB #1004, 00918 San Juan, Puerto Rico. 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 ANY NEW MEAL PLAN, CHANGING YOUR DIET, OR EXERCISE REGIMENT. OUR SERVICES ARE DEVELOPED AND INTENDED FOR HEALTHY AND ABLE-BODIED INDIVIDUALS. IF YOU EXPERIENCE NAUSEA, LIGHTHEADEDNESS, PAIN OR OTHER DISCOMFORT WHILE FOLLOWING A DIETARY OR EXERCISE REGIMENT YOU NEED TO SEEK MEDICAL ADVICE IMMEDIATELY. NOT ALL CALORIE RECOMMENDATIONS OR EXERCISE PLANS ARE SUITED FOR EVERYONE.

1. DEFINITIONS

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

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

‘App’ refers to the Qalorie mobile application available on iOS and Android operating systems.

‘Services’ refers to the functionality of the App, content provided through the App including e-mails, and other services provided by Qalorie Inc, as indicated in the App.

‘Platform’ refers to App and Services collectively.

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

‘We/Us/Qalorie’ refers to Qalorie Inc, the Platform, and their developers.

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

‘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 Qalorie offers a Platform that allows Users to receive lifestyle recommendations for their desired weight outcome, access to tracking tools for calories, water, and exercise tailored to the User’s requirements regarding their weight goals, and a forum to post and view content. Qalorie Services 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 changes in your current lifestyle please consult a medical professional before following the information on the Platform.

2.4 Qalorie 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. Qalorie 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 Qalorie 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.

2.8 If you have any question or suggestion, you can contact us at support@qalorie.com.

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 explain the 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;

3. (iii)  upload viruses or other malicious code;

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

5. (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 Qalorie ;

(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;

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

12. (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 Qalorie 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:

(B)

• •

• •

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.

USER GENERATED CONTENT

4.3
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.

4.4 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

If you post content on or through the Platform, you grant us a non-exclusive, royalty-

that Qalorie 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.

(C) THIRD PARTY SERVICES

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

(D) CONFIDENTIAL INFORMATION

4.6 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to Qalorie and Qalorie 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. APPLE AND ANDROID DEVICES

5.1 The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”):

(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service;

(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;

(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;

(4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;

(5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and

(6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

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. You can find more information about how we handle information about you in our Privacy Policy. If you have any questions about your rights or our privacy practices, please contact us at support@qalorie.com.

7. INDEMNITY

7.1 You will indemnify and hold harmless Qalorie, 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 QALORIE SERVICE IS TO STOP USING THE QALORIE SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, THE APP 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 QALORIE, 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 QALORIE 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 QALORIE 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 Qalorie, 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 information on the Platform. Qalorie 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 App, nor caused by the delay, malfunction of the operation or the availability of the Platform.

8.5 The Platform 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 Platform to substitute an advice, diagnosis or a treatment recommended by a healthcare professional. In the event that information on the Platform 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 Platform 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 Platform.

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

9. CHANGES

9.1 Qalorie may make changes or replace these Terms at any time. We will post such changes, replacements and updates on the Platform and such change, replacement and update to our Terms will take effect immediately upon posting. You are consenting to keep yourself up to date with the latest posted Terms and you accept and are bound by such change, replacement, and update if you access or use our Platform after we have posted updated Terms. Terms apply regardless from which operating system or device you access our Platform.

10. GOVERNING LAWS AND CHOICE OF FORUM

10.1 This Agreement shall be governed by and construed under the laws of Puerto Rico, and where applicable, the federal laws of the United States, without regard to its conflict of law provisions. You agree that if you have any dispute with Qalorie 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 San Juan, Puerto Rico.

11. FINAL PROVISIONS

11.1 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.

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

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

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

11.5 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 favor of, any person or entity other than you.

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