Terms of Service

Welcome to SeeFit, which is provided by GradX AI, Inc., a company incorporated under the laws of Delaware, USA, with its registered office at 131 Continental Dr Suite 305 Newark, DE, 19713 US (hereinafter referred to as "we", "us", or "Company"). The following terms and conditions (hereinafter referred to as this "Agreement") constitute a valid, legally binding agreement made between you and us. This Agreement stipulates your legal rights and responsibilities when you use our applications (hereinafter referred to as "Our Services"), so please review this Agreement carefully before you use Our Services.

YOU MAY USE OUR SERVICES ONLY IF YOU AGREE TO FORM THIS BINDING AGREEMENT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE APPLICABLE JURISDICTION. IN ANY CASE, YOU MUST BE AT LEAST 16 YEARS OLD TO USE THE SERVICES. IF YOU ARE BETWEEN THE AGES OF 16 AND 18 (OR THE RELEVANT AGE IN YOUR JURISDICTION WHERE YOU ARE CONSIDERED A MINOR), YOUR PARENT OR GUARDIAN MUST AGREE TO THESE TERMS AND CONDITIONS (BOTH FOR THEMSELVES AND ON YOUR BEHALF) BEFORE YOU CAN USE SEEFIT.

Certain features of SeeFit may require you to create an account. When you create your account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

It is important that you keep your account and password confidential and that you do not disclose or share it to any third party. You may not share your account and password in any way or with anyone. You shall be fully responsible for all actions under your account, and any information uploaded, produced, shared or any actions taken through your account shall be considered as your own actions.

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use Our Services, for so long as you are not barred from receiving Our Services under the laws applicable to you, until you delete your account voluntarily or until we delete your account pursuant to this Agreement.

You are prohibited from and may not attempt to use Our Service for any illegal purpose or in violation of any local, state, national, or international law.

You may not subcontract any of your obligations under this Agreement, or subcontract, transfer, assign, or sub-license any of your rights under this Agreement.

You hereby represent, warrant, and undertake to us that:

• you possess any and all necessary rights and authorizations to enter into this Agreement, and that the conclusion and performance of this Agreement does not violate any agreement signed by and between you and a third party, or infringe upon any third-party rights, nor violate any applicable laws and regulations.
• your use of Our Services will not: (i) violate any applicable laws, regulations, policies, common industry practices, or pertinent provisions, guidelines or common practices in the relevant jurisdictions; and (ii) infringe upon ours or any third party's legal rights (including but not limited to the right of privacy, intellectual property rights, right of reputation, right of portrait, and trade secrets).

If you breach any of the representations, warranties, covenants, or undertakings in this Agreement, we may, (upon our reasonable judgment at our sole discretion, and without prejudice to any other of its rights or remedies in this Agreement or those provided by law) do any or all of the following: (i) stop providing relevant services to you; (ii) suspend the performance of its obligations under this Agreement, and/or (iii) suspend or terminate this Agreement. You shall be liable for any and all losses incurred therefrom upon you.

We reserve the right at any time and from time to time to modify, discontinue, temporarily or permanently, Our Services, or any portion thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of Our Services or any portion thereof.

Certain features of SeeFit may require you to upload content, including food images ("Your Content"). You hereby grant us a royalty free, transferable, sub-licensable, worldwide and irrevocable license to process Your Content as per your requirement for providing nutritional analysis and related services.

You shall be lawful owners of and/or lawfully entitled to use and process Your Content and you retain any copyright and other proprietary rights that you may hold in Your Content that you upload.

You must not upload any Content that is prohibited by any applicable law. We reserve the right to remove Your Content or restrict access to Our Services if any of your Content is found to be in violation of this Agreement.

4.1 Pricing

We offer both free and paid Services. Our subscription plans are:

• Weekly Plan: $4.99 per week (includes 7-day free trial)
• Monthly Plan: $12.99 per month
• Yearly Plan: $29.99 for the first year, then $59.99 per year

If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency we quoted at the time of purchase. We reserve the right to change the eligible currencies at any time, except where not permitted by applicable law.

We reserve the right to change our prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration.

4.2 Automatic Renewal Service

The automatic renewal service is provided to protect you from any damages that may result from unexpected payment delays due to oversight on your part or other reasons. By using this automatic renewal service, you authorize us to automatically deduct the SeeFit Premium fees of the next billing period from your third-party payment account (such as your App Store account) without additional verification when the Premium is about to expire.

We will send you an email or in-app notification five (5) days before the automatic renewal service expires. We hereby remind you to pay attention to the in-app notification.

We will deduct the Premium fees for the next billing cycle from your account after or 24 hours before the end of the current service term, then generate a payment record in your account, and extend the validity period of your Premium services. Once the relevant payment is successfully deducted, we shall have the right to charge the fees and deny a refund service.

If you pay for the automatic renewal service using Apple ID, the deduction date of the aforementioned automatic renewal service shall be subject to the actual date specified by Apple.

4.3 Cancellation of Automatic Renewal

To cancel your subscription on iOS:

1. On your device, tap Settings > iTunes Store & App Store
2. Tap your Apple ID > View Apple ID
3. Tap Subscriptions
4. Select SeeFit
5. Tap Cancel Subscription

You can also visit https://support.apple.com/en-us/HT202039 and cancel the subscription according to the steps mentioned above.

We are the lawful owners of and/or lawfully entitled to use any and all the intellectual property rights (including but not limited to trademarks, copyrights and patents) to our brand and our Software (collectively, "Our Content"). You may use Our Content and/or our intellectual properties, only if you have obtained prior express written consent from us.

Without prior express written consent from us, you may not, and shall not assist any third party to: (a) use, reproduce, publish, release, copy, modify, forward, translate, spread, or distribute any Our Content or any part thereof; or (b) lease, lend, sell, sub-license, transfer, or otherwise dispose of any Our Content or any part thereof, or any of your rights relating to Our Content.

You may not, and shall not assist or encourage any third party to, reproduce, reverse engineer, decompile, disassemble, or create any derivative works from our Software, unless otherwise expressly approved by us in writing.

This Agreement does not transfer any intellectual property rights nor give either Party the rights in the intellectual property of the other Party unless otherwise stated in writing.

UNDER NO CIRCUMSTANCES SHALL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF OUR SERVICE, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF THE COMPANY OR ANY OTHER PARTY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS OUR ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

WE DO NOT PROVIDE ANY EXPLICIT OR IMPLICIT REPRESENTATIONS OR WARRANTIES IN RESPECT OF OUR SERVICE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT OUR SERVICE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND IS SUBJECT TO CHANGE WITHOUT NOTICE, AND YOU SHALL ASSUME ANY AND ALL RISKS ASSOCIATED WITH THE CONTENT AND/OR INFORMATION DOWNLOADED, OBTAINED, OR ACCESSED VIA OUR SERVICE, AS WELL AS THE RISKS OF DEVICE/DATA DAMAGE AND CONTENT LOSS DUE TO THE USE OF OUR SERVICE OR ANY THIRD-PARTY SERVICES.

IMPORTANT HEALTH DISCLAIMER:

THE NUTRITIONAL ANALYSIS AND DIETARY RECOMMENDATIONS INCLUDED IN OUR SERVICE ARE INTENDED ONLY AS A REFERENCE FOR YOUR DIET AND NUTRITION TRACKING. PLEASE UNDERSTAND THAT ALL OR PART OF THE NUTRITIONAL INFORMATION DOES NOT CONSTITUTE MEDICAL OR HEALTH CARE ADVICE, DOCTOR'S RECOMMENDATION, MEDICAL PRESCRIPTION, OR ANY OTHER MEDICAL-RELATED ADVICE, AND YOU SHOULD REFER TO IT WITH CAUTION. ALWAYS CONSULT WITH A QUALIFIED HEALTHCARE PROFESSIONAL BEFORE MAKING SIGNIFICANT DIETARY CHANGES.

In order to provide you with Our Services, we will collect and process your personal data in accordance with our Privacy Policy. Please read the Privacy Policy carefully.

This Agreement will apply to your use of Our Service until your access to Our Service is terminated by either you or us. You can stop using our services at any time and you can terminate this Agreement by deleting your account.

We may suspend or terminate your access to Our Services:

• if we undertake maintenance or support of Our Services;
• to make changes to Our Service as notified by us to you;
• if we reasonably believe that you have breached this Agreement;
• if your use of Our Service creates risk for us or for other users of Our Service, gives rise to a threat of potential third party claims against us or is potentially damaging to our reputation; and
• if such suspension or termination is required due to applicable laws.

If we suspend your access to any or all of Our Service then, to the extent permitted by applicable laws and regulations in your jurisdiction, you remain responsible for all fees accrued through the date of suspension.

If your access to Our Service is terminated (in whole or in part) by you or us, you agree that: (a) all of your rights under this Agreement will terminate; (b) you remain responsible for all fees accrued through the date of termination.

Neither Party shall be deemed to be in breach of this Agreement upon the occurrence of a Force Majeure Event which affects its ability to perform any of this Agreement. For the purposes of this Agreement, a "Force Majeure Event" means (1) acts of God, lightning strikes, earthquakes, floods, droughts, storms, blizzards, snowstorms, mudslides, water erosion, explosions, fires, epidemics and other natural disasters; (2) act of government, act of war, act of public enemy, terrorist activities, riots, commotions, and strikes, excluding labor disputes.

We may make changes to this Agreement over time (for example, to reflect technical improvements and changes to Our Service or applicable laws and regulations), so please come back and review this Agreement regularly.

If we change this Agreement, we will (where reasonably practicable) notify you (on this page, by direct communication to you, or other means), prior to such changes becoming effective so that you can review it. Your continued use of Our Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the revised Agreement.

This Agreement and any dispute or claim arising out of or in connection with this Agreement will be governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including their existence, validity, interpretation, performance, breach or termination, shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Delaware, and the proceedings shall be conducted in English.

Notwithstanding the foregoing, you may bring claims in small claims court if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

We may send notices to you on matters under this Agreement via page announcements. On material matters, we may do so via the email address you provided to us when you created your account, this is why you must ensure that your information is accurate, complete and up-to-date.

This Agreement constitutes the entire legal agreement between you and us and governs your use of Our Services and completely supersedes any prior agreements between you and us in relation to Our Services.

If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid, legally binding and enforceable upon you and us to the maximum extent permitted by applicable laws.

Unless stated otherwise in this Agreement, neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

The titles in this Agreement are for the sake of convenience only, and do not have any legal and agreement effect.