Terms and Conditions

1. Acceptance of These Terms

These Terms and Conditions (the "Terms") form a binding agreement between you and Ecosystem & AnalytiX International Inc. ("WellValet", "we", "us", "our"), an Ontario corporation, governing your access to and use of the WellValet mobile application, the website www.wellvalet.com, and related services (the "Services").

By creating an account, tapping "I agree", or using the Services, you accept these Terms and our Privacy Policy (incorporated by reference). If you do not agree, do not use the Services. Nothing in these Terms excludes or limits any consumer, privacy or other rights you have under applicable law that cannot be excluded or limited.

2. IMPORTANT — WellValet Is NOT a Medical or Health-Care Service

ALWAYS CONSULT A QUALIFIED HEALTH PROFESSIONAL BEFORE MAKING DECISIONS ABOUT YOUR DIET, MEDICATION, ALLERGIES, SYMPTOMS, DIAGNOSIS, TREATMENT OR ANY HEALTH CONDITION. NEVER DISREGARD OR DELAY SEEKING PROFESSIONAL ADVICE BECAUSE OF SOMETHING YOU READ IN WELLVALET.

Using the Services does not create any physician–patient, dietitian–client, pharmacist–patient or other professional health-care relationship. You must not submit professional health-care records, diagnoses, lab results, prescriptions, genetic information, clinician notes, insurance information or similar clinical materials through the Services.

3. CRITICAL ALLERGEN AND PRODUCT-DATA DISCLAIMER

IF YOU HAVE A FOOD ALLERGY, INTOLERANCE, CELIAC DISEASE OR ANY CONDITION AFFECTED BY FOOD OR COSMETIC INGREDIENTS, YOU MUST ALWAYS READ THE PHYSICAL PRODUCT LABEL AND, IF IN DOUBT, CONTACT THE MANUFACTURER BEFORE PURCHASING OR CONSUMING A PRODUCT. THE ABSENCE OF AN ALLERGEN WARNING IN WELLVALET DOES NOT MEAN A PRODUCT IS SAFE FOR YOU. SEVERE ALLERGIC REACTIONS (ANAPHYLAXIS) CAN BE LIFE-THREATENING.

3.1 Data Accuracy Generally

Nutrition values, ingredient lists, product images, barcodes, scores and grades are provided "as is" from third-party sources, user contributions and algorithmic processing. We do not verify product data against physical products. Scores reflect a proprietary general-wellness methodology and are inherently subjective; a high or low score is not a statement of fact about a product’s healthfulness, safety, regulatory status or suitability for any individual.

3.2 AI-Generated Content

WellValet uses artificial intelligence, machine learning and automated systems to generate scores, flags, recommendations, meal plans and AI Valet responses. AI systems can produce content that is inaccurate, incomplete, outdated, biased or misleading ("hallucinations"). AI outputs are general wellness- and product-preference-oriented information only, must not be used for medical triage, emergency decisions, medication, allergy-management, anaphylaxis-prevention, diagnosis or treatment decisions, and must be independently verified against product labels, manufacturers and qualified professionals before you rely on them.

4. Eligibility and Accounts

You must be at least the age of majority in your province, territory or state of residence to create an account. Minors may only use the Services through a Family Plan under the supervision and with the consent of a parent or guardian.

• You must provide accurate registration information and keep it up to date
• You are responsible for maintaining the security of your account credentials
• You are responsible for all activity under your account
• Notify us immediately at support@wellvalet.com of any unauthorized use

The Services are offered to residents of Canada (excluding Quebec) and the United States. The Services are not targeted to Quebec residents.

5. Subscriptions, Free Trials and Billing

5.1 Plans

WellValet offers a free tier with limited features and paid subscription plans. Current pricing is displayed in the app at the point of purchase. Prices are in Canadian dollars and are subject to applicable taxes including GST/HST where applicable.

5.2 Billing Through App Stores

All subscriptions and purchases are processed by Apple (App Store) or Google (Google Play) under your agreement with the relevant platform. We do not collect or store your payment card details.

• Auto-renewal: subscriptions renew automatically at the end of each billing period unless cancelled at least 24 hours before renewal through your platform account settings
• Free trials: where offered, a free trial converts automatically to a paid subscription at the displayed price unless cancelled before the trial ends
• Cancellation: you may cancel at any time via your platform account settings; access continues until the end of the current paid period. Deleting the app or deleting your WellValet account does not cancel an app-store subscription
• Refunds: governed by Apple’s or Google’s policies and by any non-waivable rights under consumer-protection law

5.3 Price and Plan Changes

We may change subscription prices prospectively. For active subscribers, price changes take effect at the next renewal and only after advance notice, giving you the opportunity to cancel before the change applies.

6. Family Plan Terms

• Roles: a Family Plan has one administrator (Admin) and invited members. The Admin manages the group, the invite code, and the shared shopping list, and is the subscription holder responsible for payment
• Visibility: shopping-list items are visible to that member and to the Admin. Members do not see other members’ individual lists. Wellness profiles, scan histories and account credentials are personal and are not shared within the group
• Invitations: the Admin is responsible for inviting only individuals they know and trust, for obtaining any required parental consent for minor members, and for the conduct of group members. Invite codes must not be shared publicly
• Removal: the Admin may remove members; cancellation of the family subscription ends member access to family features at the end of the billing period

7. Third-Party Services, Retailers and Affiliate Links

The "Order for Delivery" feature opens third-party retailers (for example Walmart, Instacart or HelloFresh) using affiliate links. We may earn a commission on qualifying purchases at no additional cost to you. Any order you place is a contract solely between you and the retailer, subject to the retailer’s own terms. We are not a party to, and accept no responsibility for, those transactions.

Recipe, article and content links (for example, BBC Good Food) open third-party websites that we do not control and for which we are not responsible.

8. Licence and Acceptable Use

We grant you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use the app on devices you own or control, for personal, non-commercial purposes, in accordance with these Terms.

You must not:

• Copy, modify, distribute, sell, sublicense, rent or lease any part of the Services
• Reverse engineer, decompile or attempt to extract source code
• Scrape, harvest or systematically extract data from the Services, or use outputs to build a competing product or to train machine-learning models
• Circumvent technical limitations, security measures, rate limits or subscription/feature gating
• Use the Services for any unlawful, harmful, deceptive, abusive or fraudulent purpose
• Submit professional health-care records, diagnoses, lab results, prescriptions, genetic information or similar clinical materials
• Use the Services for emergency, clinical, regulated health-care, product-safety or other high-risk decisions

9. Intellectual Property

The Services — including the WellValet name and logo, app design, software, scoring methodology, and all content we create — are owned by Ecosystem & AnalytiX International Inc. or its licensors and are protected by copyright, trademark and other laws. Product data sourced from Open Food Facts and Open Beauty Facts is used under their open-data licences.

10. Privacy

Our collection, use and disclosure of personal information is described in the WellValet Privacy Policy at www.wellvalet.com/privacy.html, which forms part of these Terms.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT, SCORES, DATA, PRODUCT INFORMATION, AI OUTPUT AND OTHER AUTOMATED OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WELLVALET WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY PERSONAL INJURY, ILLNESS, ALLERGIC REACTION, ADVERSE EVENT OR OTHER HARM ARISING FROM RELIANCE ON PRODUCT, INGREDIENT-AVOIDANCE, PRODUCT-SENSITIVITY, NUTRITION OR SCORING INFORMATION IN THE APP, AI-GENERATED CONTENT, OR DECISIONS YOU MAKE ABOUT FOOD, DIET, WELLNESS OR HEALTH.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, AND (ii) FIFTY CANADIAN DOLLARS (C$50).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including any non-waivable consumer rights under the Ontario Consumer Protection Act or equivalent legislation.

13. Assumption of Risk

You acknowledge that: (a) you use the Services at your own risk; (b) you are solely responsible for verifying product information against physical labels, manufacturers and qualified professionals; (c) you are solely responsible for decisions concerning your diet, wellness, health, purchases, allergies and medical conditions; and (d) you will not rely on the Services as your sole or primary means of identifying allergens or managing allergies.

14. Indemnification

To the maximum extent permitted by law, you agree to indemnify and hold harmless WellValet and its directors, officers, employees, contractors, licensors and affiliates from and against any claims, damages, losses, liabilities and expenses (including reasonable legal fees) arising out of or related to your breach of these Terms, your misuse of the Services, your violation of any law or third-party right, or your submission of prohibited professional health-care records or clinical materials.

15. Suspension and Termination

You may stop using the Services and delete your account at any time. We may suspend or terminate your access if we reasonably believe you materially breach these Terms, misuse the Services, or create security, safety, operational or legal risk. Account deletion does not automatically cancel any subscription billed through an app store.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of the Province of Ontario sitting in Toronto have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

Before commencing proceedings, the parties agree to attempt in good faith to resolve any dispute informally by written notice to support@wellvalet.com, allowing thirty (30) days for resolution.

17. Apple and Google Specific Terms

These Terms are between you and WellValet only — not with Apple Inc., Google LLC or any other app marketplace. Apple, Google and other platforms are not responsible for the Services or their content. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

18. Changes to the Terms and the Services

We may modify these Terms or the Services from time to time. For material changes we will give reasonable advance notice in the app, by email or through the applicable platform mechanism. Continued use after the effective date constitutes acceptance.

19. General Provisions

• Entire agreement: these Terms and the Privacy Policy constitute the entire agreement between you and us regarding the Services
• Severability: if any provision is held invalid or unenforceable, the remaining provisions remain in effect
• No waiver: our failure to enforce a provision is not a waiver of it
• Assignment: you may not assign these Terms without our prior written consent; we may assign in connection with a merger, acquisition or sale of assets

20. Contact