Effective Date: December 12, 2023
1.1. These terms and conditions (the “Terms”) apply to the MacroFactor mobile software application (the “App”). The App is owned and provided by Stronger By Science Technologies LLC, 514 Daniels St #101, Raleigh, NC 27605 (the “Licensor”). The Licensor can be contacted at [email protected].
1.2. You must read the provisions of these Terms carefully if you wish to use the App.
2. Acceptance of Terms and Conditions
2.1. By using the App, you agree to be bound by the terms and conditions of these Terms. You acknowledge that you have read these Terms, and that you accept the terms and conditions of these Terms and any amendments made to it by the Licensor from time to time. If you do not agree to and accept the terms and conditions of these Terms, you must delete and not make any use of the App.
2.2. The Licensor reserves the right to amend or amplify these Terms or any of its provisions from time to time. By continuing to use the App, you agree to keep yourself up to date with the latest version of these Terms, and to such amendments or amplifications to these Terms from time to time. Each time you access the App, you agree to be bound by the Terms in effect at that time.
2.3. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to use the App and purchase a subscription for it.
3. Grant of Rights and Use of the App
3.1. The Licensor grants you the rights to access and use the App, upon acceptance of the terms and conditions of these Terms. These rights are personal, revocable, non-transferable, non-sublicensable, limited, and non-exclusive. All rights not expressly granted under these Terms are reserved by the Licensor.
3.2. You may use the App only for as long as you abide by the terms and conditions of these Terms.
4.1. If you log into the App via Apple, Google, or any third-party service, you consent to the Licensor accessing such information as may be publicly available to the Licensor through such third-party service.
4.2. If you choose any username, password or any similar form of identification information as part of the App’s security systems, you must keep this information secret and confidential and must not permit anyone else to use it. You shall be responsible for all access to the App with your username and password. When your username and password have been used in order to gain access to the App, the Licensor shall be entitled to assume that such use and all related communications emanate from you. The Licensor shall not be liable for any loss or damage arising from unauthorized use of your identification information. If you become aware of a breach of the confidentiality of your username or password, you must immediately reset your password. The Licensor may, in its sole and absolute discretion and for any reason whatsoever, require you to change your username and password at any time.
5.1. You may obtain a subscription to use the App. Subscriptions renew on a periodic basis, as determined by the Licensor, unless you indicate and request non-renewal using the subscriptions management function on your mobile device.
5.2. Subscriptions are purchased from and billed by your mobile app provider, for example Google or Apple, from which you originally downloaded the application (the “App Provider”). Subscriptions, including terminations and renewals, are subject to the App Provider’s terms and conditions. You must contact your App Provider if you have a query regarding billing or refunds.
6. Enhancements and Support
6.1. Although you may receive access to App enhancements, upgrades, later releases, or versions, you have no general right thereto. These are made available in the sole and absolute discretion of the Licensor and the Licensor shall have no obligation to make them available.
6.2. You have no general right to support in respect of the App. The Licensor may, in its discretion, make support available by way of tutorials and online content.
7. Obligations and Prohibitions
7.1. You shall use the App only in compliance with all applicable laws, rules, and regulations.
7.2. You shall download the App from authorized distribution platforms only and you shall not obtain it from any other source. You shall use the App on legitimate, authorized devices only. For security reasons, the Licensor reserves the right to terminate your usage of the App if you have obtained it from an unauthorized source or if you use it on an unauthorized or illegitimate device.
7.3. You shall not sub-license to any other party the App or the rights granted to you.
7.4. You shall not use the App otherwise than in compliance with the provisions of these Terms. You shall not:
- use the App for any commercial or business purpose, unless expressly authorized by the Licensor;
- mirror, frame, disassemble, decompile, extract source code from, reverse engineer, or creative derivative works based on the App;
- duplicate, copy or reproduce the App, any related code, or other materials relating to the App, except as provided for in these Terms;
- sell, transfer, transmit, publish, distribute or make the App or any copies thereof available to any other party;
- alter or remove any notices or trademarks on the App;
- attempt to gain unauthorized access to any part or feature of the App or avoid, bypass, or circumvent any restrictions or protective features of the App;
- test, probe, or scan the vulnerability of the App or breach any of the App’s security or authentication measures;
- interfere with the proper working of the App, including, without limitation, by overloading or the use of viruses or malicious code;
- use the App in any unlawful or illegal manner, including, without limitation, to upload, post, or transmit, or otherwise make available; or
- copy, distribute, close or index any of the App’s content without the Licensor’s express prior written consent;
- in any manner make the App available to multiple users; or
- use the App or any part of it to create or market any product or service that competes with the App.
7.5. As part of the functionality of the Japanese version of the App, the Licensor may provide you with access to a calories and nutrients database owned by Life Log Technology, Inc (the “Database”). You are prohibited from integrating, combining, or associating any information from the Database with anything that: (a) injures the honor or credibility of others; (b) contains obscene expressions or nude images; (c) violates the rights of others; (d) contains computer viruses; (e) which is contrary to public order and morality; or (f) violates any law or regulation. Furthermore, you are prohibited from any selling or sublicensing activities in relation to information from the Database.
8. User Content
8.1. The App may allow you to upload, transmit, or post content including, without limitation, images, photographs, text, and other information or other materials (“User Content”).
8.2. You warrant and represent that User Content uploaded, transmitted, or posted by you:
- shall be your own original work and shall not infringe, violate, or misappropriate any rights of any third party, and you warrant that the Licensor shall not need to obtain any licenses from or make any payment to any third party relating to the User Content;
- shall not contain anyone else’s work or owned by or subject to the rights of any third party;
- shall be complete and accurate, and not deceptive, false, misleading, or fraudulent;
- shall not be illegal, unlawful, obscene, vulgar, profane, abusive, threating, defamatory, invasive of privacy or publicity rights, or otherwise objectionable; and
- shall not promote or encourage any harassment, harm, hatred, discrimination, violence, illegal or harmful substances or activities, or any unlawful or illegal conduct.
8.3. You grant to the Licensor and its subsidiaries and affiliates the irrevocable, non-exclusive, sub-licensable, transferable, worldwide, royalty-free, perpetual rights and license to use, copy, distribute, transmit, edit, and modify User Content in any format, manner or media now or later developed without any payment due to you. This license is for purposes of operating, promoting, and improving the App and the Licensor’s services. The license includes the rights to translate, display, reproduce, change, create derivative works, distribute, and commercialize. The Licensor shall be free to copy, adapt, distribute and disclose to third parties any such User Content for any purpose in any form throughout the world in perpetuity. However, there may be settings in the App that allow you to limit the scope of our use of User Content, and the Licensor will publicly display your User Content only if you have made it visible to others.
8.4. The App may allow you to upload images of products, including (without limitation) product labels, nutrition information, ingredients list, and back and front of pack images (“Product Images”). You hereby grant to the Licensor and its subsidiaries and affiliates the irrevocable, non-exclusive, sub-licensable, transferable, worldwide, royalty-free, perpetual rights and license to use, copy, distribute, transmit, edit, and modify such Product Images in any format, manner or media now or later developed, for any purpose (whether commercial, advertising, or otherwise), including the right to translate, display, reproduce, change, create derivative works, sublicense, distribute, assign and commercialize without any payment due to you. The Licensor shall be free to copy, adapt, distribute and disclose to third parties any such Product Images for any purpose in any form throughout the world in perpetuity. You hereby waive any moral rights or rights of personality, privacy or publicity that you may have in the Product Images.
9. Intellectual Property
9.1. The Licensor owns and retains all intellectual property rights in and to the App and all related code (the “Intellectual Property”). This includes all interests, ownership rights and title in the App and all content on it, including, without limitation, computer code, copyrights, patents, trademarks, trade names, titles, designs, trade secrets, and methods of operation. You shall not during or at any time after the expiry or termination of these Terms in any manner, question or dispute the ownership by the Licensor.
9.2. You agree:
- not to use or register any trademarks, trade names or logos that are or incorporate marks that are the same as or confusingly similar to the trademarks used in relation to the App;
- not at any time to do or cause to be done any act or thing in any way that will impair or tend to impair any part of Licensor’s rights, title, and interest in and to the Intellectual Property; and
- not in any way to make unauthorized use of the Intellectual Property or to represent that you have any rights of any nature in any of the Intellectual Property or any registrations thereof.
10. Duration and Termination
10.1. These Terms will become binding on you from the date on which you commence any use of the App. These Terms and your rights to use the App shall terminate upon the Licensor terminating your use of the App and/or these Terms.
10.2. If you breach any of these Terms or in any other way interact with or use the App in any illegal, unlawful or unauthorized manner, the Licensor shall be entitled, in its sole and absolute discretion, to terminate your access to the App immediately, without prior notice and without any liability on the Licensor’s part and without prejudice to the Licensor’s rights in terms of these Terms or at law.
10.3. If you uninstall or delete the App, you will no longer be able to access the App’s functionality and you will not be entitled to any refund of any amount paid for a subscription.
11. No Warranties
11.1. YOU AGREE AND UNDERSTAND THAT SOFTWARE AND MOBILE APPLICATIONS ARE IN GENERAL NOT ERROR FREE. YOU AGREE THAT YOU USE THE APP SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. THE LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY REGARDING THE APP, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, UNDISTURBED USE AND ENJOYMENT, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. THE ABOVE EXCLUSIONS AND LIMITATION WILL NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY CONSUMER RIGHTS.
12. Limitation of Liability and Indemnity
12.1. TO THE EXTENT NOT PROHIBITED BY LAW, THE LICENSOR WILL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, COST, EXPENSE, INJURY, CLAIM OR PENALTY OF WHATSOEVER NATURE ARISING FROM OR IN CONNECTION WITH THE APP, THE USE OF THE APP, OR THE INABILITY TO USE THE APP INCLUDING, BUT NOT LIMITED TO, INDIRECT AND CONSEQUENTIAL LOSS OR DAMAGE AND LOSS OF PROFITS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE).
12.2. YOU HEREBY INDEMNITY THE LICENSOR AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, PENALTY, COST OR CLAIM OF ANY NATURE WHATSOEVER SUFFERED BY YOU OR ANY THIRD PARTY IN RELATION TO THE APP, THE USE OF THE APP, OR THE INABILITY TO USE THE APP.
12.3. YOU AGREE THAT IF INCORRECT DATA IS CAPTURED USING THE APP, OR IF DATA IS CAPTURED INCORRECTLY, THE RESULTS GENERATED BY THE APP WILL BE INCORRECT. THE LICENSOR SHALL NOT BE RESPONSIBLE FOR INCORRECT DATA CAPTURED, OR DATA CAPTURED INCORRECTLY, USING THE APP.
13. Application Stores and Distribution Platforms
If you accessed or downloaded the App from any app store or distribution platform (for example, Apple App Store or Google Play) you agree and acknowledge as follows:
- These Terms are between you and the Licensor and not with your App Provider. The Licensor, and not the App Provider, is solely responsible for the App.
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Licensor.
- The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation. In the event of any third-party claim that the App or your possession and use of it infringes the third party’s intellectual property rights, the Licensor will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App. Upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
- You must comply with applicable third-party terms of service when using the App.
- You warrant and represent and warrant that you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
14. Governing Law and Jurisdiction
Any dispute, action or proceeding arising out of, or related to, these Terms or the App shall be instituted exclusively in the state and federal courts of the State of North Carolina, but the Licensor reserves the right to bring any suit, action or proceeding against you in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any claim must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (“Class Action”). YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
15.1. This Terms is the entire agreement between you and the Licensor regarding your use of the App. The Licensor shall not be bound by, and you shall not have any claim or right of action arising from any express or implied term, representation, or the like which is not included or recorded in these Terms. However, these Terms apply in addition to any applicable terms imposed or required by Apple, Google, Microsoft, or any other provider from whose platform you download the App, and these Terms supplement and do not alter or amend any such terms.
15.2. You shall have no right to rely on any amendment of these Terms unless the amendment is reduced to writing and signed by the Licensor.
15.3. If the Licensor fails to enforce a right in or provision of these Terms, such failure shall not constitute a waiver of such right or provision or affect in any way the Licensor’s right to require performance at any time in the future.
15.4. You shall not, without the Licensor’s prior written consent, transfer to any other party any of your rights or obligations under these Terms.
15.5. If any clause or term of these Terms should be invalid, unenforceable, defective, or illegal for any reason whatsoever, then such clause or term shall be severed, and the remaining terms and provisions of these Terms shall continue in full force and effect.