Terms of Use

These Terms of Use (“Terms of Use”) are entered into by and between you and WiseDine, Inc. (“Company,” “we,” or “us”). These Terms of Use apply solely to your access to, and use of, the website operated by Company and located at www.wisedine.app (the “Website”), and the WiseDine mobile application (the “App”). The Website and App are referred to collectively as the “Services.”

Please read the following Terms of Use carefully before using the Services. By accessing the Services, you agree to be bound by these Terms of Use. If you do not agree at any time to these Terms of Use, please do not use this Services. Your continued use of the Services constitutes your agreement to these Terms of Use.

THESE TERMS OF USE INCLUDE A WAIVER OF JURY TRIAL AND A CLASS ACTION WAIVER. THESE PROVISIONS AFFECT YOUR RIGHTS TO RESOLVE DISPUTES WITH COMPANY AND YOU SHOULD REVIEW THEM CAREFULLY.

ACCESS TO AND USE OF THE SERVICES

To access certain features of the Services, such as the ability to contact us or enter information about yourself through the Services, you may be asked to provide certain personal details or other information.

You agree that all information you provide through the Services, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Notice, and you consent to all actions we take with respect to your information consistent with our Privacy Notice. Additionally, you acknowledge and agree that transmissions made over the internet are never guaranteed to be completely private or secure and that messages or information you send to the Services may be intercepted or read by others.

If you create an account in connection with the Services, we may provide, or request that you select, a username, password, or any other piece of information as part of any security procedure (“Account Information”). You must treat your Account Information as confidential and must not share or disclose your Account Information with any other person or entity. You acknowledge that your account and Account Information are specific and personal to you and further agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other Account Information. You shall notify us immediately of any suspected unauthorized access to or use of your Account Information, Account, or any other breach of security. We reserve the right to disable any username, password, or other element of your Account Information at any time for any reason in our sole discretion.

GEOGRAPHIC AND AGE RESTRICTIONS

We provide the Services for use only by persons located in the United States who are eighteen (18) years old or above, except where affirmative, written consent has been provided for users between 17 years old and 18 years old, in accordance with the terms of our Privacy Notice. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

INTELLECTUAL PROPERTY RIGHTS

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not access or use for any commercial purposes any part of the Services or any Services or materials available through the Services unless you have obtained written permission from Company.

In addition, you must not:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services;
• Modify copies of any materials from this site;
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. There are no implied licenses granted by these Terms of Use. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE

If you believe that any content on the Services violates your copyright, please provide us with the following written information in accordance with the Digital Millennium Copyright Act (the "DMCA"):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Services;
• A 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;
• Your name, address, telephone number and email address (if available); and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

DMCA notices should be sent to the Company’s copyright agents for notice of claims of copyright infringement:

WiseDine, Inc.
c/o The Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

DMCA notices may also be sent to the above-named agents at support@wisedine.app.

Please consult your attorney or other legal advisor before filing a notice or counter-notice.

TRADEMARKS

The Company name, WISEDINE, the Company logo, and all related names, logos, product and service names, designs, and slogans, are trademarks of the Company. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.

NO IDEAS ACCEPTED

We do not accept any unsolicited ideas regarding the Services or the Company from outside the Company including, without limitation, suggestions about creative content, advertising or promotions, marketing of any products, additions to our Services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea, comment, or suggestion (collectively, “Idea”) to us, you understand and acknowledge that such Idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the Idea everywhere in the world, and that such Idea is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual, world-wide license to use the Idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree that you will not attempt (or encourage or support anyone else’s attempt) to access or use the Services in a manner that could harm the Company or a third party. You further agree not to use (or encourage or support anyone else’s attempt to use) the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation, or in violation of our or any third party’s intellectual property or other proprietary or legal rights.
• To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or that, as determined by us, may harm the Company or users of the Services, or expose them to liability.

You further agree not to:

• Upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data.
• Send through the Services any unsolicited or unauthorized advertising, promotional materials, junk mail, or spam, or any harassing or abusive material or any other unlawful material.
• Interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks.
• Attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means.
• Perform text and data mining activities under Art. 4 of the EU Directive on Copyright in the Digital Single Market or under any other applicable law related to artificial intelligence.
• Use software or automated agents or scripts to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site.

FOR INFORMATIONAL PURPOSES ONLY

The information and content presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, by anyone who may be informed of any of its contents.

The Services may include content provided by third parties. All statements and/or opinions expressed in these materials, and all documents, images, sounds, and content of any manner and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

NO MEDICAL ADVICE OR SAFETY REPRESENTATIONS PROVIDED

The information provided through the Services is not intended to treat, cure, alter, modify, or take the place of any treatment, medication or physician’s instructions or advice, including, without limitation, any dietary or nutritional information or advice. The resources and content on this site may not be complete, accurate with respect to, among other things, current meal offerings or nutritional content or ingredients of any meals, and may not be suitable to your personal health requirements. Moreover, we do not represent that the content available through the Services applies or aligns with your own health, food choices, allergies, food intolerances or actions.

The Company’s nutritional and dietary information regarding the meal offerings at your institution are obtained through sources outside the Company. Such information has not been reviewed or confirmed by persons with expertise to provide complete, accurate, or reliable information. Accordingly, we make no representations of any kind about such information, and explicitly disclaim all responsibility regarding food safety, allergens, dietary restrictions, or contraindications to medications.

Please consult your physician or other healthcare provider before starting any nutrition, diet, fitness, wellness or health program. Before changing your diet or starting an exercise program, consult your physician to determine whether there are any health-related issues or concerns. You should speak with your physician about whether the Services are appropriate for you and how they may affect your own personal health and any medical conditions you may have. The Company does not substitute for your physician’s medical advice. You agree that your use of the Services or your reliance on any information or advice of any person(s) associated or affiliated with the Services, including coaches, nutritionist, or dieticians, is at your own risk.

YOU SHOULD NOT DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ATTENTION BECAUSE OF ANY CONTENT OR MATERIALS PRESENTED OR OBTAINED THROUGH THE SERVICES.

THIRD PARTY LINKS AND PLATFORMS

The Services may include features and functionality that permit interaction with other sites, including any applications offered on or controlled by such websites or their owners, that are not under our control ("Third-Party Linked Sites"), including various social media websites or platforms ("Social Media Platforms"). We provide these features and links solely as a convenience and do not endorse any Third-Party Linked Sites or Social Media Platforms. Company is not responsible for the contents or transmissions of any Platforms or for the terms of service or privacy practices of any such Platforms or their respective websites. You should carefully read the terms and policies of any website you visit or Platform with which you engage.

If you make any claim regarding Company or any of Company’s Services on in violation of the provisions of these Terms of Use, you shall be the sole author of such claim and shall be solely liable for such claim.

LINKING TO THE WEBSITE

You may not, without our prior written permission, frame or inline link any of the content of our Services or incorporate into another website or other service any of our material, content or intellectual property. The fact that the Services may be linked to third-party websites does not indicate that we have granted permission to link, and does not constitute an affiliation with, endorsement of, or recommendation of such third-party websites.

COMMUNICATIONS BY EMAIL

You may choose to receive informational or marketing emails (“Communications”) about new or existing Services by signing up for them on the Services. By choosing to receive Communications, you agree and consent to receive emails from us, which may include links to content on the Services. You may unsubscribe from Communications at any time by clicking the “Unsubscribe” link at the bottom of any email that you receive from us or by contacting us pursuant to the Privacy Notice.

We reserve the right to either modify or discontinue certain Communications, at any time with or without notice to you. The Company also reserves the right to unsubscribe a user from the Communications service, without notice, and at our sole discretion. The Company will not be liable to you or to any third party should we exercise such right.

TERMINATION OF USE

Company may terminate your right to use the Services, with or without cause, at any time in its sole discretion, including, without limitation, upon your violation of these Terms of Use. In the event of termination, all representations, warranties, indemnifications, and promises made by you shall survive.

DISCLAIMER

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, APP, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APP, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR APP LINKED TO IT.

YOUR USE OF THE WEBSITE, APP, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APP IS AT YOUR OWN RISK. THE WEBSITE, APP, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR APP. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, APP, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APP WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR APP, OR THE SERVERS THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND/OR ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, GOODWILL OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE OR APP, THE DELAY OR INABILITY TO USE THE WEBSITE OR APP, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES AND/OR FUNCTIONALITY OF THE WEBSITE OR APP, OR FOR ANY CONTENT, PRODUCTS OR SERVICES OBTAINED OR PURCHASED THROUGH THE WEBSITE OR APP, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE OR APP, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY AND/OR ANY OF ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN STATES AND JURISDICTIONS IN WHICH LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARE PROHIBITED, SUCH LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR APP, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND APP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE WEBSITE OR APP. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

UNDER NO CIRCUMSTANCES SHALL COMPANY AND/OR ANY OF ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITES OR APP, YOUR DATA OR YOUR ACCOUNT, IF ANY, OR THE INFORMATION CONTAINED THEREIN. WE RESERVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION THAT WE DEEM NECESSARY TO COMPLY WITH ANY APPLICABLE LAW, RULE, REGULATION, LEGAL PROCESS OR GOVERNMENTAL REQUEST. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN AS A RESULT OF ANY SUCH DISCLOSURE. COMPANY MAKES NO REPRESENTATION THAT THE WEBSITE OR APP IS APPROPRIATE OR AVAILABLE FOR USE AT LOCATIONS OUTSIDE OF THE UNITED STATES. ACCESS TO THE WEBSITE OR APP FROM TERRITORIES WHERE SUCH SERVICES ARE ILLEGAL IS STRICTLY PROHIBITED. IF YOU ACCESS THE WEBSITE OR APP FROM A LOCATION OUTSIDE OF THE UNITED STATES, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL AND OTHER APPLICABLE LAWS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, any use of the Services’ content, Services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

GOVERNING LAW; DISPUTE RESOLUTION

These Terms of Use (and any claim or dispute arising in connection with these Terms of Use or your use of the Services) are governed by and shall be construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law, and you consent to the exclusive in personam jurisdiction of the federal and state courts located in New York, New York, and waive any jurisdictional, venue or inconvenient forum objections thereto.

You agree that any unauthorized use of the Services, any content provided on the Services, and any related software or materials, including without limitation third-party applications provided on or associated with the Services, would result in irreparable injury to us, our affiliates or our respective artist, representatives, and providers, for which monetary damages would be inadequate. You further agree that in such event we, our affiliates or our respective artist, representatives, and providers, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you.

Nothing contained in this section or elsewhere in these Terms of Use shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our affiliates, or our respective artist, representatives and providers may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.

CLASS ACTION WAIVER AND JURY TRIAL WAIVER

YOU AND COMPANY EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND COMPANY AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY WAIVE THE RIGHT TO A JURY TRIAL.

CHANGES TO THE SERVICES AND TERMS OF USE

All information posted on the Services is subject to change at any time. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material. In addition, we may revise and update these Terms of Use at any time at our sole discretion. All changes are effective immediately when we post them, and any material modifications will only be applied prospectively. We will make any such changes by posting them on the Services. You should check the Services for such changes regularly, so you are aware of any changes, as they are binding on you. Your continued access to the Services after such changes demonstrates your acceptance of those changes.

SEVERABILITY

If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

WAIVER; REMEDIES; ENTIRE AGREEMENT

The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of Company under these Terms of Use and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company’s right to exercise any other right or remedy. The Terms of Use and our Privacy Notice constitute the sole and entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

CONTACT

Should you wish to reach us to provide feedback, comments, request technical support, or for other general communications relating to the Services, please contact us at support@wisedine.app.