Legal

Terms of Service

Last updated: 1st August 2026

1. Introduction and Definitions

Welcome to NutritionLedger. These Terms of Service (“Terms”) are a legally binding agreement between you (“you,” “your,” or “user”) and Vellemont LLC (“NutritionLedger,” “we,” “us,” or “our”).

These Terms govern your access to and use of the NutritionLedger website, desktop application, services, and related software (collectively, the “Services”).

By creating an account, purchasing a license, downloading or installing the NutritionLedger application, or otherwise accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Services.

Definitions

Account

Means the user account you create on the NutritionLedger website, which is also used to log in to the desktop application.

Application or Software

Means the NutritionLedger desktop software application, including any updates, patches, or modifications provided by us.

Content

Means all text, graphics, images, data, information, software, and other materials made available through the Services, excluding Your Data.

Device

Means a single computer or supported hardware device on which the Application is installed and activated.

License

Means the limited, personal, non-transferable right granted to you to install and use the Application, as described in Section 5.

Personal Agent

Means the optional companion feature within NutritionLedger that allows you to interact with the Application through supported third-party messaging platforms.

Services

Means the NutritionLedger website, the Application, the Personal Agent, and any related features, functionality, or support provided by us.

Third-Party Services

Means any websites, platforms, messaging services, payment processors, open-source software, or other services not operated or controlled by NutritionLedger, including but not limited to Telegram and ZeroClaw.

Your Data

Means any health, nutrition, exercise, measurement, or other personal information that you enter, store, or generate locally within the Application, and which remains on your Device.

Personal Agent

Means the open-source software component used to provide the Personal Agent functionality. ZeroClaw is not owned or developed by NutritionLedger and is provided under its own separate open-source license terms.

2. Acceptance of Terms

You must read these Terms carefully before accessing or using the Services. By creating an account, purchasing a license, downloading or installing the Application, or otherwise accessing or using any part of the Services, you confirm that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not create an account, access the website, purchase a license, or download, install, or use the Application. You must also stop using the Services immediately and uninstall any installed copy of the Application from your Device.

2.1 Changes to These Terms

We may update or modify these Terms from time to time at our discretion. When we make material changes, we will update the “Last Updated” date at the top of this page and may notify you by posting a notice on the website, sending an email to the address associated with your Account, or through the Application.

Your continued use of the Services after any updated Terms have been posted or otherwise communicated to you means that you accept those changes. If you do not agree to the updated Terms, you must stop using the Services and uninstall the Application.

It is your responsibility to review these Terms periodically. The version of the Terms that applies to your use of the Services is the version posted at the time of that use, unless a specific provision or applicable law requires otherwise.

3. Eligibility

The Services are intended solely for individuals who are at least 18 years of age. By creating an Account or using the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

If you are under 18, you are not permitted to create an Account, purchase a license, or use the Services.

3.1 Personal Use

Your Account and License are personal to you. You may not create an Account for anyone other than yourself, and you may not transfer, sell, or otherwise allow another person to use your Account or License.

3.2 Accurate Information

You agree to provide accurate, current, and complete information when creating your Account and when making a purchase. You are responsible for keeping your Account information up to date.

3.3 Legal Compliance

You are responsible for ensuring that your use of the Services complies with all laws and regulations that apply to you. If you are accessing the Services from outside the United States, you are responsible for complying with all local laws applicable in your jurisdiction.

3.4 Prohibited Users

You may not use the Services if you are located in, under the control of, or a national or resident of any country or region that is subject to United States sanctions or export-control restrictions. You also may not use the Services if you are prohibited from receiving software or services under applicable law.

4. Account Registration and Security

4.1 Account Creation

To purchase, download, and use NutritionLedger, you must create an account on the NutritionLedger website. The same login credentials are used to sign in to the desktop Application.

You agree to provide truthful, accurate, current, and complete information during registration and to keep that information up to date. You must not use an email address that you do not own or that belongs to another person.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You agree not to share your login credentials with any other person or allow any other person to access your Account.

If you believe that your Account has been accessed without your authorization, you must notify us promptly at [email protected]. We are not liable for any loss or damage arising from unauthorized access to your Account.

4.3 License Activation

After purchasing a license, your Account is associated with the purchased license. The Application may require online verification using your Account credentials before it can be activated or used. You are responsible for maintaining a working internet connection for license verification and for any periodic checks required by the Application.

4.4 Account Accuracy

You agree to promptly update your Account information if it changes. NutritionLedger is not responsible for communications or license issues that arise because you provided outdated or incorrect Account information.

4.5 One Account Policy

Each person may maintain only one Account. You may not create multiple Accounts using the same email address for the purpose of obtaining additional licenses, avoiding restrictions, or otherwise circumventing these Terms.

5. Software License

5.1 Grant of License

Subject to your compliance with these Terms and the payment of the applicable license fee, NutritionLedger grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use one copy of the Application on a single Device for your personal, non-commercial purposes.

Your License is tied to your Account and may not be sold, assigned, transferred, sublicensed, or otherwise shared with any third party.

5.2 License Verification

The Application may require online verification using your Account credentials before it can be activated or used. You are responsible for maintaining a working internet connection for license verification and for any periodic checks required by the Application.

5.3 Restrictions

Unless expressly permitted by these Terms or applicable law, you may not:

  • copy, modify, adapt, translate, or create derivative works of the Application;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application;
  • rent, lease, lend, sell, sublicense, or otherwise transfer the Application to any third party;
  • remove, alter, or obscure any proprietary notices or labels on the Application;
  • use the Application for any unlawful purpose or in violation of these Terms;
  • use the Application on more than one Device under a single Account; or
  • circumvent or disable any license verification, security, or digital rights management features.

5.4 Ownership

The Application is licensed, not sold, to you. All rights, title, and interest in and to the Application, including all intellectual property rights, remain with NutritionLedger or its licensors. You acquire no ownership rights in the Application or any part of it.

5.5 Updates

NutritionLedger may provide updates, patches, or modifications to the Application from time to time. These updates may be required to maintain compatibility, security, or functionality. Updates are subject to these Terms unless separate terms are provided with the update.

5.6 No Support Obligation

NutritionLedger may, but is not obligated to, provide support, maintenance, or updates for the Application. We may discontinue support or updates at any time without notice.

6. Use of the Services

6.1 Permitted Use

NutritionLedger provides a local-first health and nutrition tracking application. You may use the Services solely for your own personal, non-commercial health and wellness tracking purposes.

You are responsible for ensuring that your use of the Services complies with all applicable laws, rules, and regulations.

6.2 Local Data and Device Responsibility

The Application stores your health and nutrition information locally on your Device. You are solely responsible for:

  • maintaining the security of your Device and operating system;
  • protecting your local data from unauthorized access;
  • creating and maintaining your own backups of Your Data; and
  • restoring your data if your Device is lost, damaged, or replaced.

NutritionLedger does not store, sync, or back up Your Data on our servers. We are not responsible for any loss, corruption, or unavailability of Your Data.

6.3 Prohibited Uses

You agree not to:

  • use the Services in any way that violates any applicable law or regulation;
  • use the Services to infringe the rights of any third party;
  • access, tamper with, or use non-public areas of the website or Application;
  • attempt to probe, scan, or test the vulnerability of any NutritionLedger system or network;
  • interfere with or disrupt the Services or any associated server or network;
  • upload or introduce any malicious code, virus, or harmful software;
  • use any automated means, including bots, scrapers, or crawlers, to access or collect data from the Services;
  • attempt to reverse engineer, decompile, disassemble, or otherwise obtain the source code of the Application, except as permitted by law;
  • use the Services to send unsolicited messages, spam, or other unwanted communications;
  • impersonate another person or entity, or misrepresent your affiliation with any person or entity;
  • remove, obscure, or alter any proprietary notices, labels, or marks displayed by the Services;
  • use the Services to process, store, or transmit material that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable; or
  • encourage or assist any third party to do any of the above.

6.4 No Unlawful Access

You may not access or use the Services from any jurisdiction where such access or use is unlawful, or where NutritionLedger would be required to comply with local regulations that conflict with these Terms.

6.5 No Interference with Security

You may not attempt to disable, circumvent, or interfere with any security, license verification, or access-control features of the Services.

7. Payment and One-Time Purchase

7.1 One-Time License Purchase

NutritionLedger is sold as a one-time purchase. You must create an Account and pay the applicable license fee before you can download and use the Application.

The current license fee is $149.99 USD. This fee grants you a non-exclusive, non-transferable license for a single Account and a single Device.

7.2 No Subscription

NutritionLedger is not sold as a subscription. There are no recurring charges, auto-renewals, or periodic billing obligations. You will only be charged the one-time license fee at the time of purchase, unless you make a separate purchase or we agree otherwise in writing.

7.3 Payment Processing

Payments are processed by third-party payment processors, currently Stripe. By making a purchase, you agree to the terms and privacy policies of Stripe. NutritionLedger does not store your full payment card details on our own servers.

You represent and warrant that you are authorized to use the payment method you provide and that the payment information you submit is accurate and complete.

7.4 Taxes

You are responsible for any applicable taxes, duties, or similar charges imposed in connection with your purchase. The final amount shown at checkout may include applicable taxes based on your billing location.

7.5 Refund Policy

If you are not satisfied with NutritionLedger, you may request a refund within seven (7) calendar days after the date of purchase.

To request a refund, contact us at [email protected] with your Account email and order details.

Refund eligibility is determined in our reasonable discretion. If a refund is issued, your license will be deactivated, and your access to the Application will be revoked. Nothing in this section affects any statutory rights that cannot be waived under applicable law.

7.6 Failed or Declined Payments

If your payment is declined or cannot be processed, we may not issue a license, and you may be unable to download or activate the Application. NutritionLedger is not responsible for any failure caused by your payment provider or financial institution.

8. Privacy and Local Data

8.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, disclose, and protect information when you use the NutritionLedger website, create an Account, or purchase a license. The Privacy Policy is incorporated into these Terms by reference.

8.2 Local-First Storage

NutritionLedger is designed to store your health, nutrition, exercise, measurement, and other tracking information locally on your Device. We do not upload, sync, or store Your Data on our servers.

Because Your Data is stored locally, NutritionLedger does not have access to it and cannot recover, restore, or provide you with a copy of Your Data unless you export it yourself.

8.3 Your Responsibility for Data

You are responsible for:

  • maintaining the security of your Device and operating system;
  • protecting Your Data from unauthorized access;
  • creating and maintaining backups of Your Data;
  • restoring Your Data if your Device is lost, damaged, or replaced; and
  • exporting or deleting Your Data before uninstalling the Application or closing your Account.

8.4 Data Export and Deletion

The Application includes features that allow you to export Your Data as a PDF health report or as raw JSON. You may also delete Your Data locally using the controls provided in the Application.

Deleting your NutritionLedger Account on the website does not automatically delete the data stored locally on your Device. You are responsible for deleting or exporting any local data before uninstalling the Application or requesting Account deletion.

8.5 Limited Website and Account Information

When you create an Account or make a purchase, we may collect information such as your name, email address, billing details, and purchase history as necessary to operate the website, verify your license, and provide support. This information is handled in accordance with our Privacy Policy.

Important: The health and nutrition information you enter into the Application remains on your Device unless you choose to export or share it. Please regularly back up your Device and use the built-in export features to protect your data.

9. Personal Agent and Third-Party Messaging Services

9.1 Optional Feature

NutritionLedger includes an optional companion feature called the “Personal Agent.” The Personal Agent allows you to interact with the Application through supported third-party messaging platforms. You are not required to enable or use the Personal Agent to use the core features of NutritionLedger.

9.2 ZeroClaw Open-Source Component

The Personal Agent is powered by ZeroClaw, an open-source software component. ZeroClaw is not owned, developed, or controlled by NutritionLedger. It is provided under its own separate open-source license terms, which are independent of these Terms.

NutritionLedger does not provide any warranty, support, or guarantee with respect to ZeroClaw, and we are not responsible for any errors, defects, security issues, or limitations in the ZeroClaw software.

9.3 Third-Party Messaging Platform

To use the Personal Agent, you must have an account with a supported third-party messaging platform, such as Telegram. Your use of that messaging platform is subject to the platform’s own terms of service and privacy policy.

Messages sent through the Personal Agent may be processed, transmitted, or stored by the third-party messaging platform before they reach the Application on your Device. NutritionLedger does not control, and is not responsible for, the availability, security, or data-handling practices of any third-party messaging platform.

9.4 Your Responsibilities

If you choose to enable the Personal Agent, you are responsible for:

  • complying with the terms and policies of the messaging platform you connect;
  • complying with any applicable ZeroClaw open-source license terms;
  • configuring the Personal Agent correctly and securely;
  • protecting your messaging account credentials and personal information; and
  • understanding the privacy and security implications of sending health-related messages through a third-party platform.

9.5 No Endorsement or Control

NutritionLedger does not endorse or control Telegram, ZeroClaw, or any other third-party service used with the Personal Agent. We are not responsible for the content, accuracy, or reliability of any third-party service, and we do not guarantee that the Personal Agent will function without interruption, error, or security risk.

9.6 Availability and Support

The Personal Agent may be modified, limited, suspended, or discontinued at any time without notice. NutritionLedger has no obligation to provide support for issues arising from third-party messaging platforms, open-source components, or your local network environment.

Important: Health-related information sent through third-party messaging platforms may leave your local environment and be subject to the privacy practices of those platforms. Only connect the Personal Agent if you understand and accept these risks.

10. Health and Wellness Disclaimer

10.1 Informational Purposes Only

NutritionLedger is a self-tracking and analytics tool intended for general informational and educational purposes only. It is not designed, intended, or authorized for use in the diagnosis, treatment, cure, or prevention of any disease or medical condition.

The information and insights provided by the Application — including nutrition, exercise, fasting, weight, symptom, and wellness-related calculations or recommendations — are based on the data you enter and on general informational models. They do not constitute medical advice, diagnosis, or treatment.

10.2 Not a Medical Device

NutritionLedger is not a medical device, health professional, or healthcare provider. The Application does not replace the professional judgment of a physician, dietitian, personal trainer, therapist, or other qualified health professional.

10.3 Consult a Professional

Always seek the advice of a licensed healthcare professional before making decisions about your health, diet, fasting, exercise, medication, or supplementation. Never disregard professional medical advice or delay seeking it because of something you have read, seen, or calculated within NutritionLedger.

If you believe you are experiencing a medical emergency, contact your local emergency services immediately.

10.4 No Guarantee of Accuracy

While we strive to provide useful tools and accurate nutritional information, we do not guarantee that the Application’s data, calculations, insights, or recommendations are complete, accurate, current, or suitable for your individual circumstances.

Nutritional values, exercise parameters, fasting guidance, and wellness observations may vary based on individual factors, data-entry errors, database limitations, or changes in scientific understanding.

10.5 Personal Responsibility

You are solely responsible for your health decisions and for evaluating whether any information or recommendation produced by NutritionLedger is appropriate for you. You assume all risks associated with your use of the Application and with any actions you take or do not take based on the information it provides.

10.6 HIPAA Disclaimer

NutritionLedger is a personal wellness application. It is not intended to be used by healthcare providers, health plans, or other HIPAA-covered entities to store, transmit, or process protected health information. NutritionLedger is not a covered entity or business associate under the Health Insurance Portability and Accountability Act (“HIPAA”), and it does not maintain PHI on its servers.

Important: NutritionLedger is a tracking and analytics aid, not a substitute for professional medical care. Always consult a qualified healthcare provider regarding your individual health needs.

11. Intellectual Property

11.1 NutritionLedger Ownership

All rights, title, and interest in and to the Services, including the Application, website, Content, software, databases, design, graphics, logos, trademarks, and all related intellectual property, are owned by [COMPANY LEGAL NAME] or its licensors.

Except as expressly granted in these Terms, no license or right is granted to you, whether by implication, estoppel, or otherwise, in or to any of NutritionLedger’s intellectual property.

11.2 Your Data

You retain ownership of Your Data. NutritionLedger does not claim ownership over the health, nutrition, exercise, measurement, or other personal information that you enter into the Application.

Because Your Data is stored locally on your Device and is not uploaded to NutritionLedger servers, we do not access, control, or use Your Data except as described in our Privacy Policy or as necessary to provide support that you explicitly request.

11.3 Feedback

If you provide suggestions, comments, feature requests, bug reports, or other feedback (“Feedback”), you agree that NutritionLedger may use that Feedback without restriction and without any obligation to compensate you.

You grant NutritionLedger a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, create derivative works from, and otherwise exploit the Feedback in connection with the Services.

11.4 Trademarks

The NutritionLedger name, logo, and related marks are trademarks of [COMPANY LEGAL NAME]. You may not use, reproduce, or display these trademarks without our prior written consent, except as necessary for your personal use of the Services.

11.5 Open-Source and Third-Party Components

The Application may include open-source software and third-party components, including but not limited to ZeroClaw. Each open-source component is subject to its own license terms, which are separate from these Terms and may be provided with the Application or available upon request.

Nothing in these Terms grants you any rights to third-party components beyond those expressly granted by the applicable third-party license.

11.6 Copyright Infringement

If you believe that any material on the NutritionLedger website infringes your copyright, you may send a written notice to [email protected] with the following information:

  • a description of the copyrighted work you claim has been infringed;
  • the URL or location where the allegedly infringing material appears;
  • your name, address, telephone number, and email address;
  • a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
  • a statement, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove content that we believe infringes third-party rights and to terminate the Accounts of repeat infringers in appropriate circumstances.

12. Updates and Modifications

12.1 Application Updates

NutritionLedger may provide updates, patches, bug fixes, or new versions of the Application from time to time. Some updates may be required for continued operation, security, or compatibility with your Device.

You agree that NutritionLedger may download and install updates automatically, or prompt you to install updates when they become available. Your continued use of the Application after an update means that you accept the updated version.

12.2 Changes to the Services

We reserve the right to modify, add, suspend, or discontinue any feature, functionality, or component of the Services at any time, with or without notice to you. This includes changes to the website, Application, Personal Agent, data export options, and any related documentation.

We are not obligated to maintain any particular feature, function, or compatibility with any Device, operating system, or third-party service.

12.3 System Requirements

The Application may require certain hardware, software, or operating-system versions to function. We may change these requirements from time to time. You are responsible for ensuring that your Device meets the current requirements.

12.4 Version Checking

The Application may periodically check for available updates by connecting to GitHub Releases, a third-party update service. This connection may transmit limited technical information, such as your current Application version and operating system, to determine whether an update is available.

12.5 No Obligation to Update

We are not obligated to provide any updates or modifications, and we do not guarantee that any particular update will be released or that it will resolve any issue you experience.

13. Suspension and Termination

13.1 Termination by You

You may stop using the Services at any time by uninstalling the Application and closing your Account through the NutritionLedger website or by contacting us at [email protected].

Closing your Account does not automatically delete the data stored locally on your Device. You are responsible for exporting or deleting Your Data before uninstalling the Application or closing your Account.

13.2 Suspension or Termination by NutritionLedger

We may suspend or terminate your Account and/or License if we reasonably believe that you have violated these Terms, applicable law, or the rights of any third party, or if your continued use of the Services could expose NutritionLedger to legal risk or harm.

We may also suspend or terminate access to the Application if we are required to do so by law, court order, or governmental authority.

13.3 Effect of Termination

Upon termination of your Account or License, your right to access and use the Application and related Services will immediately cease. License verification may fail, and the Application may stop functioning or revert to a restricted state.

Termination does not affect any local copy of the Application that remains on your Device, but you must uninstall it and stop using it. Your local data remains on your Device unless you delete it yourself.

13.4 No Liability for Termination

NutritionLedger shall not be liable to you or any third party for any suspension, termination, or deactivation of your Account, License, or access to the Services, including any loss of access to features, updates, or support.

13.5 Survival

The provisions of these Terms that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution — will continue to apply after termination.

14. Disclaimers of Warranties

To the maximum extent permitted by applicable law, the Services, including the Application, website, Content, Personal Agent, and any related documentation or support, are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

NutritionLedger expressly disclaims all implied warranties, including but not limited to:

  • warranties of merchantability;
  • fitness for a particular purpose;
  • title and non-infringement;
  • accuracy, completeness, or reliability of Content or calculations;
  • security, availability, or error-free operation; and
  • compatibility with any Device, operating system, or third-party service.

14.1 No Guarantee of Accuracy or Results

NutritionLedger does not guarantee that the Application will produce accurate, complete, or up-to-date nutrition, exercise, fasting, or wellness information. Calculations, recommendations, and insights are based on the data you provide and on general informational models that may not reflect your individual circumstances.

We do not guarantee that the use of the Services will result in any particular health, fitness, weight, or wellness outcome.

14.2 No Guarantee of Availability

NutritionLedger does not warrant that the Services will be uninterrupted, timely, secure, or free from errors, viruses, or other harmful components. License verification, update checks, and the Personal Agent may be unavailable from time to time due to maintenance, network issues, third-party failures, or other causes outside our control.

14.3 Third-Party Components

The Application may include or rely upon third-party open-source software, including but not limited to ZeroClaw, and third-party services such as Telegram. Those components are provided by their respective owners and are not warranted by NutritionLedger. We disclaim all responsibility for the operation, security, or accuracy of any third-party component or service.

14.4 Local Data

NutritionLedger does not store or control Your Data on our servers. We do not warrant that Your Data will remain secure, uncorrupted, or available on your Device. You are solely responsible for backing up and protecting Your Data.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the exclusions above may not apply to you. In such jurisdictions, any implied warranties are limited to the minimum period required by law.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall [COMPANY LEGAL NAME], its affiliates, officers, directors, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

  • loss of profits, revenue, or business opportunity;
  • loss of data, including Your Data;
  • personal injury or death;
  • property damage;
  • loss of goodwill or reputation;
  • cost of procurement of substitute goods or services; or
  • any other loss or damage arising out of or in connection with your use of, or inability to use, the Services.

15.1 Application to All Claims

This limitation of liability applies regardless of the legal theory on which a claim is based, including contract, tort (including negligence), strict liability, or otherwise, and even if NutritionLedger has been advised of the possibility of such damages.

15.2 Local Data and Device Loss

You acknowledge that NutritionLedger does not store, sync, or back up Your Data. NutritionLedger is not liable for the loss, corruption, theft, or unavailability of Your Data, or for any damage to your Device, operating system, or other software, regardless of the cause.

15.3 Third-Party Services and Components

NutritionLedger is not liable for any act, omission, failure, or defect of any third-party service, platform, or open-source component, including but not limited to Telegram, ZeroClaw, payment processors, update services, or any other service you access or use in connection with the Application.

15.4 Maximum Aggregate Liability

To the maximum extent permitted by law, the total cumulative liability of NutritionLedger and its affiliated parties for all claims arising out of or relating to these Terms or your use of the Services shall not exceed the total amount actually paid by you to NutritionLedger for the license to use the Application.

If no payment was made, NutritionLedger’s total liability shall not exceed the sum of ten United States dollars (USD $10.00).

15.5 Exceptions Required by Law

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the limitations above may not apply to you. In such jurisdictions, NutritionLedger’s liability shall be limited to the fullest extent permitted by applicable law.

Important: Because NutritionLedger processes data locally on your Device, the risk of data loss rests with you. Always back up your Device and use the built-in export features to protect Your Data.

16. Indemnification

You agree to defend, indemnify, and hold harmless [COMPANY LEGAL NAME], its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with:

  • your use or misuse of the Services;
  • your violation of these Terms;
  • your violation of any applicable law, rule, or regulation;
  • your infringement or violation of the rights of any third party;
  • your negligence, willful misconduct, or fraudulent acts;
  • your failure to maintain the security of your Account credentials or Device; or
  • any content, data, or information you submit, transmit, or process through the Services.

16.1 Third-Party Claims

Your indemnification obligations apply to claims brought by third parties, including but not limited to other users, healthcare providers, payment processors, messaging platforms, or government authorities.

16.2 Defense and Settlement

NutritionLedger reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that case, you agree to cooperate fully with NutritionLedger’s defense of such claim.

You may not settle any claim without the prior written consent of NutritionLedger unless the settlement releases all Indemnified Parties from all liability and does not impose any admission of fault or obligation on them.

16.3 Your Duty to Notify

If you become aware of any claim, demand, or proceeding that may give rise to an indemnification obligation under this Section, you must promptly notify NutritionLedger at [email protected].

17. Dispute Resolution

17.1 Informal Resolution

Before filing any formal claim, you agree to contact us at [email protected] and attempt to resolve the dispute informally. We will work with you in good faith to resolve the issue.

17.2 Binding Arbitration

If the dispute cannot be resolved informally within sixty (60) days, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall be resolved by binding arbitration, except as otherwise provided below.

Arbitration shall be conducted before a single arbitrator in accordance with the rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall take place in Kentucky, unless we agree otherwise.

17.3 Small Claims Exception

Either party may bring an individual action in small claims court located in Kentucky if the claim falls within the jurisdiction of that court, instead of proceeding to arbitration.

17.4 Class Action and Jury Trial Waiver

You and NutritionLedger each agree to bring claims against the other only in an individual capacity. To the fullest extent permitted by law:

  • you waive the right to a trial by jury; and
  • you waive the right to participate as a plaintiff or class member in any class action, collective action, or representative proceeding.

17.5 Arbitration Award

The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may award the same relief that a court could award, but only on an individual basis.

17.6 Survival

This Dispute Resolution section shall survive any termination of these Terms or your use of the Services.

18. Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict-of-laws principles, except to the extent that applicable law requires otherwise.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to your use of the Services.

Subject to the dispute resolution provisions of these Terms and any mandatory rights or protections available to you under applicable law, any legal action or proceeding arising out of or relating to these Terms or the Services will be brought in the state or federal courts located in the Commonwealth of Kentucky, and you and the Company consent to the jurisdiction of those courts to the extent permitted by applicable law.

18.1 Consumer Rights

If you are a consumer, nothing in these Terms is intended to exclude, restrict, or waive any rights or protections that cannot lawfully be excluded, restricted, or waived under the laws applicable to you.

If you are a consumer residing in the European Union, the United Kingdom, or another jurisdiction whose mandatory consumer protection laws apply to your relationship with the Company, those mandatory protections will continue to apply to the extent required by applicable law.

To the extent permitted by applicable law, the governing law specified in Section 18 will continue to apply to these Terms. However, a choice of Kentucky law will not deprive you of protections that are mandatory under the law that would otherwise apply to your consumer contract.

Nothing in these Terms prevents you from bringing a claim before a court or other forum if applicable law gives you the right to do so.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any supplemental terms or policies referenced herein, constitute the entire agreement between you and NutritionLedger concerning the subject matter of these Terms. They supersede all prior or contemporaneous communications, proposals, or agreements, whether oral or written, between you and NutritionLedger relating to the Services.

19.2 Waiver

No failure or delay by NutritionLedger in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

19.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

19.4 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of NutritionLedger. Any attempted assignment in violation of this section is void.

NutritionLedger may assign or transfer these Terms, in whole or in part, without restriction or notice to you.

19.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by events beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, labor disputes, utility or telecommunications failures, or failure of third-party services.

19.6 Relationship of the Parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and NutritionLedger. Each party is an independent contractor with no authority to bind the other.

19.7 Notices

NutritionLedger may provide notices to you:

  • by email to the address associated with your Account;
  • by posting a notice on the NutritionLedger website; or
  • through the Application interface.

Notices sent by email will be deemed received on the date they are sent. Notices posted on the website or through the Application will be deemed received on the date they are posted or made available.

You may send notices to NutritionLedger at [email protected].

19.8 Headings

Section headings are provided for convenience only and do not affect the interpretation of these Terms.

19.9 No Third-Party Beneficiaries

Except as expressly provided in these Terms, no third party shall have any rights or benefits under these Terms.

19.10 Construction

Unless the context requires otherwise:

  • words importing the singular include the plural and vice versa;
  • words importing any gender include all genders;
  • the words “include,” “includes,” and “including” mean “including without limitation”;
  • references to “Sections” are references to sections of these Terms; and
  • references to “days” mean calendar days unless expressly stated otherwise.

20. Contact Us

If you have any questions, concerns, or feedback regarding these Terms or the Services, please contact us using the details below.

Support and General Inquiries

Email: [email protected]