Last Updated 11/17/2023

Terms of Use

Please read these Terms of Use, including those set forth in the Privacy Policy, which is hereby incorporated by reference (together, the "Terms") carefully before using the FitBee application (the "App") and https://fitbee.app (the "Site").

These Terms are a contract entered into between You ("you," "your," "yours") and Cortado Labs, LLC ("we," "us," "our," "Cortado Labs"). These Terms govern your use of and access to the App and Site, including any content, functionality, and services offered on or through them (the "Services"). These Terms apply to all visitors, users and others who wish to access or use the App and/or Site.

The App is not intended for and is not designed to attract children under 18 years of age. If you are under 18 years of age or currently located in a country where access to or use of the Services is prohibited by law, you must not access or use the App or Site. BY USING OUR SITE OR SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OR CONDITIONS CONTAINED IN THIS AGREEMENT OR ANY PORTION OF THE TERMS OF USE YOU MUST NOT ACCESS OR USE THE SITE OR SERVICES.

You cannot accept these Terms if: (i) you are not lawfully entitled to use the App under any applicable laws in the country in which you are located or resident; or (ii) if you are not of legal age to form a binding agreement with Administration. By accepting these Terms you acknowledge and agree that you have reached the age to enter into such binding agreement in the country in which you are located or resident or that you have your parent or legal guardian's permission if required by applicable law. It is your responsibility to ensure that you are legally allowed to enter into this Agreement and that you do not violate any applicable laws.

We, or our third-party affiliates may make improvements and/or changes in the capabilities, features, prices, and availability of the App or Site at any time without notice. You agree that we are not and shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the App, the Site, the Services or any portion or functionality thereof.

For any questions about these Terms of Use, please contact us at legal@fitbee.app.

Accounts and Permitted Use

We have the right to refuse to provide you with an Account at our sole and absolute discretion, for any reason or no reason at all, in which case you shall not use the Services.

Upon first usage of the App, you will be given the opportunity to read the Terms of Use and the Privacy Policy. Prior to clicking "Continue" to continue the sign-up process, you must confirm that you accept these Terms of Use and have acquainted yourself with our Privacy Policy. Further, you must confirm that you are at least 18 years old. After providing the requested information, by clicking "Continue" your Account is created. You are only permitted to have one Account and if your Account is terminated by us for a breach of these Terms, you may not be permitted to create another Account.

You may use the Services only within the intended purpose and permitted use. You acknowledge that the purpose of the Account is to provide you with access to the Services, including tools to create and manage information, images, comments, posts, dietary information, logs, or other content created, uploaded, shared, published or distributed through the App or Site, either directly or indirectly ("User Content"). Any use for other purposes or particular misuse of the Services, Site, or App, is not permitted. You agree not to use your Account, the Site, the App, or the Services in order to:

• upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, fraudulent, harassing, insulting, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racist, that glorifies violence, is pornographic, unethical or otherwise prohibited or objectionable, including, specifically, information that glorifies or promotes unhealthy dietary behaviors, eating disorders, extreme or excessive exercise, the use or abuse of dietary supplements, injections, or other medical procedures;

• impersonate any natural or legal person, or falsely state or otherwise misrepresent your affiliation with a natural or legal person;

• impersonate a medical professional, or falsely state or otherwise misrepresent your affiliation with a medical or educational entity or facility;

• transmit or otherwise make available any content that you do not have a right to make available, that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

• engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Site, App, or Services;

• Create User Content or otherwise upload to, put on, or share through the App, Site, or Services confidential information which you should not have access to or otherwise - violates any other person or legal entity's Intellectual Property (as defined below);

• interfere with or disrupt the App, Site, Services, or servers or networks connected to the App, Site or Services, including but not limited to hacking or bypassing any - measures we may use to prevent unauthorized access to the Site, App, or Services; and/or

• violate any applicable national or international rules and laws, as well as rights of third parties;

• For any unlawful purpose;

• to solicit others to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose of the App, Site, or Services;

• to spam, phish, pharm, pretext, spider, crawl, or scrape;

• to interfere with or circumvent our security features;

• or for any other reason we may, at our sole and absolute discretion, determine is inconsistent with the purpose of the App, Site, or Services.

Failure of observing the limits of purpose and permitted use of your Account, the Site, and the Services is deemed a material breach of these Terms. We shall be entitled to – without prejudice to any other rights and in our sole and absolute discretion – terminate your Account. You may not use or access the Site, App, or Services if we have terminated your Account or otherwise elect not to provide you access to the Site, App, or Services.

You acknowledge that your Account is personal to you, and you are obliged not to provide any other person with access to the Site, App, or Services or portions of it using your email address, password, or other security information.

You are responsible for maintaining the confidentiality of your data and for monitoring and, if necessary, restricting access to your devices. Any email address, password, or any other information chosen by you or provided to you as a part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your Account from a public or shared device so that others are not able to view or record your password or other Account information.

You will use any and all commercially reasonable efforts to prevent unauthorized use of Account assigned to you and will promptly notify us, in writing, if you suspect that an Account is compromised or misused or if any user ID, password or other access credentials are lost, stolen, compromised or misused.

You understand, acknowledge, and agree that to the extent permitted by applicable law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.

You understand, acknowledge, and agree that any Account information must be accurate, current, and complete, and you will keep your Account information accurate, current, and complete. We may identify you and send notices, statements, and other information by e-mail or through your Account.

You understand, acknowledge, and agree that we have the right, but not the obligation, to monitor your Account for any reason. You further understand, acknowledge, and agree that we may:

• remove anything that is, in our sole discretion, unacceptable, inappropriate, or not in compliance with these Terms,

• disclose data to law enforcement agencies or authorities who may investigate reports of misuse or abuse of the Account or the Site, App, and Services; and

• suspend or terminate access to the Account, at any time and without prior notice.

Subscription Payments, Renewals, and Cancellation

Access to certain aspects of the App or Services are billed on a subscription basis ("Subscription"). If you choose to purchase a Subscription, payment will be charged to your Apple ID on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

Your Subscription will automatically renew under the exact same conditions unless it is canceled at least 24 hours before the end of the current Billing Cycle. Your account will be charged for renewal within 24 hours prior to the end of the current Billing Cycle. You may manage or cancel your Subscription by going to your account settings on the App Store after purchase.

We do not send invoices to users that purchase a Subscription. Your account balance information can be accessed by going to your account settings on the App Store after purchase.

Free Trial Subscriptions

We may offer you a free Subscription for a limited period of time (a "Free Trial") during which you can use all Services or features of the App for a limited period of time. If you fail to cancel your Free Trial you agree to be billed according to the terms set forth in the section of these terms entitled "Subscription Payments, Renewals, and Cancellation".

Fee Changes

We, in our sole discretion and at any time, may modify, change, or eliminate fee for Subscriptions, with or without notice to users with a Subscription. Any modification, change, or elimination of fees will

Refunds and Billing Disputes

All purchases are final. We cannot and do not issue refunds for purchases charged to your Apple ID. If you have a billing dispute, you must contact the App Store to seek a remedy.

Intellectual Property and User Content

You are responsible for the User Content that you post on or through the App, including its legality, reliability, and appropriateness.

By posting User Content on or through the App, you represent and warrant that the User Content:

• is owned and created by you or you have the legal right to use it and the ability to grant us the rights and license as provided in these Terms;

• does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity;

• does not glorify or promote unhealthy dietary behaviors, eating disorders, extreme or excessive exercise, the use or abuse of dietary supplements, injections, or other medical procedures;

• does not falsely or incorrectly claim that you are or any other person is a medical professional, or falsely state or otherwise misrepresent your or another person's affiliation with a medical or educational entity or facility; and

• is not and does contain unlawful, harmful, threatening, abusive, fraudulent, harassing, insulting, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racist, that glorifies violence, is pornographic, unethical or otherwise prohibited or objectionable

We reserve the right to terminate the account of anyone found to be infringing on a copyright or violating these Terms.

Except for those rights granted herein, you retain any and all of your rights to any User Content you submit, post or display on or through the App or Services and you are responsible for protecting those rights. We take no responsibility and assume no liability for any User Content you or any third-party post or otherwise make available on or through the App or Services.

However, you grant us the non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable and license to use, modify, publicly perform, publicly display, reproduce, re-format and distribute any such User Content on and through the Site, Services, and App. You agree that this license includes the right for us to make your User Content available to other users of the App, who may also use your User Content subject to these Terms.

In addition, any other information, images, data or content found on or through this App ("Data") is the property of Cortado Labs or used with permission given to Cortado Labs, including all patent rights, copyright, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence ("Intellectual Property"). You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Data or Intellectual Property, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. You specifically agree not to access (or attempt to access) the App, Site, Services, User Content, Data or Intellectual Property through any automated means (including the use of any script, web crawler, robot, spider, or scraper), and that you will not forge or manipulate identifiers in order to disguise the origin of any access (or attempted access) to the App, Site, Services, User Content, Data or Intellectual Property.

The App, Site, Services, Data, and other Intellectual Property objects displayed, distributed, or otherwise made available via the Site, App, and Services, is the property of Cortado Labs, and its successors, assigns, licensors, or suppliers. Unless specifically provided in these Terms or if you have agreed otherwise in writing with us, nothing in these Terms gives you a right to use the App, Site, Services, Data, User Content or Intellectual Property, and nothing in these Terms transfers or assigns any ownership rights.

Links To Other Web Sites and Apps

Use of certain links on the App will direct you to third party feeds, software, websites or mobile applications (collectively, "Third-Party Platforms"). Such Third-Party Platforms are not under the control of Cortado Labs, and we are not responsible for the content of any such Third-Party Platforms or any link contained in such Third Party-Platform. Links to Third-Party Platforms included on or through the App are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such Third-Party Platform or the products or services or information offered therein.

If you decide to access any Third-Party Platform information, you do so entirely at your own risk. In no event shall we be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third-Party Platform. We strongly advise you to read the Terms of Use and Privacy Policies of any Third-Party Platform or any other website or services that you visit.

Termination

We may terminate these Terms, your Account, or any use of or access to the App, Site, or Services at any time for any reason, with or without cause. We specifically reserve the right to terminate these Terms if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of Cortado Labs or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If you have registered for an Account, you may also terminate these Terms at any time by contacting us at legal@fitbee.app and requesting termination. Upon the termination of these Terms, any provisions that would be expected to survive termination by their nature shall remain in full force and effect, including, but not limited to Indemnification, Limitation of Liability, Arbitration, and Disclaimers of Warranties.

Upon termination, your right to use the Site, App, and Services is automatically revoked, and your Account will be closed. As a result of Account closure and your termination of these Terms, YOU MUST NOT ACCESS THE SITE OR SERVICES.

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to User Content you keep on the App, Site or through the Services and that that any closure of your Account may involve deletion of any User Content stored in your Account, for which we have no liability whatsoever. We, in our sole discretion and as permitted or required by law, may retain some or all of your Account information.

Indemnification

In addition to any other indemnifications stated in these Terms, you agree to indemnify, defend, and hold harmless Cortado Labs and its affiliates, vendors, licensors and their respective owners, directors, officers, employees, agents, subsidiaries, representatives, successors and assigns from and against all claims, demands, liabilities, suits, actions, judgments, awards, damages, losses, costs and expenses, including attorneys' fees, arising out of, related to, or resulting from

• any action taken using your Account, user IDs, passwords or other access credentials,

• your use or non-use of the App, Site, or Services;

• your or noncompliance with or breach of these Terms;

• your use of third-party services, including products, links, advertisements, or tools; and

• your violations of any third-party rights, including any patient or donor privacy or healthcare rights or any third-party intellectual property rights.

Limitation Of Liability

In no event shall Cortado Labs, LLC, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, injuries or any other damage that might occur to your health, loss of profits, loss of data, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the App; (ii) any conduct or content of any third party on the App; (iii) any content obtained from the App; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

IN NO EVENT SHALL CORTADO LABS, ITS EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, VENDORS, SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND MEMBERS, BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES WHATSOEVER ARISING FROM

THE USE OF OR INABILITY TO USE THE APP, SITE, SERVICES, AND ACCOUNTS,

ANY INFORMATION, USER CONTENT, INTELLECTUAL PROPERTY, MATERIALS, OR THER SERVICES OTHERWISE MADE AVAILABLE TO YOU THROUGH US,

MEDICAL OR HEALTH DECISIONS AFFECTING YOU OR OTHER PERSONS, OR

MEDICAL, HEALTH, OR INSURANCE COVERAGE DECISIONS AFFECTING YOU OR OTHER PERSONS, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA.

WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR CONFIDENTIAL INFORMATION. BY EITHER YOU OR YOUR AUTHORIZED USERS UTILIZING OUR SITE, APP, SERVICES, OR ACCOUNTS, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE USE THEM.

OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR, SUBSIDIARIES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

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

THE ABOVE LIMITATIONS SHALL SURVIVE THESE TERMS OF USE AND INURE TO THE BENEFIT OF Cortado LABS, ITS AFFILIATES, AND RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.

Nothing in these Terms shall be construed to create a doctor-patient relationship or other medical relationship by Cortado Labs. These Terms of Use are not intended to, and do not, create or impose any doctor-patient obligation on Cortado Labs, its employees, agents, affiliates, assigns, subcontractors, licensors, suppliers, or any other persons or entities.

Disclaimer

CORTADO LABS DOES NOT PROVIDE MEDICAL, DIETARY, HEALTH, LEGAL, FINANCIAL, TAX OR ANY OTHER PROFESSIONAL ADVICE. CORTADO LABS IS NOT A DOCTOR, NURSE, DIETICIAN, HOSPTITAL, MEDICAL FACILITY, OR RESEARCH FACILITY. NOTHING ON OR IN THE SOFTWARE SHALL CONSTITUTE OR BE CONSTRUED AS MEDICAL ADVICE OR RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE ANY GOODS OR SERVICES) BY CORTADO LABS OR A RECOMMENDATION AS TO A HEALTH, DIETARY, OR OTHER MEDICAL STRATEGY BY CORTADO LABS. YOU ACKNOWLEDGE AND AGREE THAT CORTADO LABS IS NOT RESPONSIBLE FOR YOUR USE OF ANY INFORMATION THAT YOU OBTAIN ON THE SITE, APP OR THROUGH THE SERVICES. YOUR DECISIONS MADE IN RELIANCE ON THE PRODUCTS OR SERVICES ON THE SITE OR APP OR YOUR INTERPRETATIONS OF THE DATA FOUND THROUGH THE SERVICES OR APP ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. YOU EXPRESSLY AGREE THAT YOU USE THE SITE AND SERVICES AT YOUR SOLE RISK.

NO CONTENT ON THE SITE IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS

SOME CONTENT PROVIDED ON THE SITE OR APP IS SUBMITTED TO CORTADO LABS BY UNRELATED THIRD-PARTY PROVIDERS. OTHER CONTENT IS UPLOADED BY YOU. CORTADO LABS DOES NOT REVIEW ALL CONTENT FOR ACCURACY, DOES NOT REVIEW CONTENT FOR COMPLETENESS OR RELIABILITY, AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY OR ANY OTHER ASPECT OF ANY CONTENT.

NEITHER CORTADO LABS NOR ANY PERSON ASSOCIATED WITH US, INCLUDING AFFILIATES, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, REPRESENTS OR WARRANTS THAT THE SITE, SERVICES, OR ACCOUNTS WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DO WE MAKE ANY WARRANTY AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE MATERIAL AVAILABLE THEREIN, INCLUDING ANY INFORMATION THAT MAY BE PROVIDED THEREWITH OR ANY RESULTS THAT MAY BE OBTAINED THEREFROM. NOR DO WE MAKE ANY WARRANTY THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE, SERVICES, ACCOUNTS, SERVERS, OR HOSTING PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ANY DOWNLOADABLE SOFTWARE, PRODUCT, DATA, OR OTHER MATERIALS, INCLUDING THE APP, WITHOUT LIMITATION, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

Dispute Resolution

These Terms of Service shall be governed and construed in accordance with the laws of the State of Texas without regard to its conflicts of law provisions. Except as provided in the next paragraph, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in California.

Any and all claims, disputes and causes of action arising out of, relating to, or resulting from these Terms of Service, our website, mobile application, Accounts or the Products and Service, and except for those matters which may cause immediate, irreparable injury and for which a request for temporary restraining order or injunction is appropriate and may be brought in either state or federal court in California, are to be settled by binding arbitration in California and pursuant to the American Arbitration Association (AAA) rules for commercial disputes. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by a single arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. You and Labb both reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

Any claim or cause of action you or may have arising out of, relating to, or resulting from these Terms of Service, our Site, Services, or Account must be commenced within one year after the cause of action accrues. Otherwise, such claim or cause of action is waived and permanently barred

Any waiver made by us regarding these Terms of Service shall be effective only if agreed or declared in writing. If we fail at any time to enforce any right, power or remedy reserved to us under these Terms of Service, such failure shall not be treated as a waiver of our right to exercise the same or any other right, power or remedy at any time. The rights and remedies herein provided are cumulative and not exclusive of any other rights and remedies provided by law.

Changes to these Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.

By continuing to access or use our App after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the App.

We may revise and update these Terms of Use from time to time in our sole discretion by posting a revised version on the Site. All changes are effective immediately upon becoming publicly available through the Site (the "Effective Date").

YOU UNDERSTAND THAT YOUR CONTINUED USE OF THE SITE OR SERVICES FOLLOWING THE EFFECTIVE DATE MEANS THAT YOU ACCEPT AND AGREE TO BE BOUND BY ANY CHANGED TERMS, INCLUDING THE ARBITRATION PROVISION IN ABOVE (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN THAT SECTION). IF YOU DO NOT ACCEPT THE REVISED AGREEMENT IN ITS ENTIRETY, YOU AND YOUR AUTHORIZED USERS MUST NOT ACCESS OR USE THE SITE OR USE THE SERVICES AFTER THE EFFECTIVE DATE.