Terms of Service
Last updated: January 2025
These Terms of Service, which we'll refer to simply as
the "Terms," set out the rules by which you may
use our Services. The Terms explain how our Services
work and provide you with a list of the "dos and don'ts"
when using them. These Terms are more than just rules
though – they form a legally binding contract between us
and you that you accept when clicking on the button
marked "agree". Please read through this document
carefully and make sure these Terms are acceptable to
you. If you don't agree to any of these Terms, do not
click on the button marked "agree" and do not continue
using the Services. If you have any questions, please
don't hesitate to contact us at
info@calodar.ai.
Table of Contents
1.
The Basics
2.
Our Services
10.
Indemnification
11.
Disclaimers
13.
Term and Account Termination
15.
Publicity
16.
Force Majeure
17.
Notices
18.
General
***
1.1.
Key Terms.
1.1.1.
We are Calodar Ltd. and
we'll refer to ourselves as "Calodar," "us," "our," or "we." Our
offices are located at 28
Henmel St, Haifa, 3303128
Israel, and our registration number is
516796646.
1.1.2.
When we use the term "you," we mean anyone using our Services. If you are
registering for the Services on behalf of a company or
organization, the term "you" is also meant to refer to
that company, where it makes sense from the context.
When we mean to refer only to your company, we'll use
the term "Client."
1.1.3.
When we refer to our
"App," we mean our app that provides instant nutritional
assessments based on photos of meals. When we refer to
our "Services," we mean any services in connection with the App. As
part of our Services, you may access our website at
www.calodar.ai
to obtain information about us and to contact us.
1.2.
Privacy. When you use our Services, we collect Personal Data
(as defined in the Privacy Notice) about you. Check out
our Privacy Notice at
www.calodar.ai/legal/privacy-notice
for details about the types of Personal Data we collect,
what we do with it, the security measures we use to keep
it safe, and the rights you have regarding your Personal
Data.
1.3.
Changes to these Terms. We may update these Terms from time to time and will
post the updated version on this page with the date it
was published. Please check this page occasionally to
make sure you're aware of the Terms that apply to you.
We will notify you if we make any material changes
before the updated Terms take effect. If you continue to
use our Services after we update the Terms, that means
that you agree to and accept the updated version.
2.
Our Services.
Subject to these Terms,
Calodar allows you to use
the Services on a non-exclusive basis for your own
purposes.
2.1.
Assessment. Through the App, Users (as defined below) can upload
photos of their meals. These photos are analyzed, using
AI, to evaluate ingredients of the meal and its
nutritional content in real time ("Assessment"). The Assessment is displayed on the App's dashboard,
with overviews of past Assessments to track developments
over time. Users can correct any inaccuracies in the
Assessment or add comments to the Assessments. The User,
Trainer (as defined below) and Client will have access
to current and previous Assessments of the User.
2.2.
Users. The App is provided by
Calodar to its Client. The
Client may grant access to trainers who are engaged by
the Client ("Trainers"). Trainers, in turn, may grant access to individual
users who are clients of both the Client and the
Trainers ("Users"). All parties — Clients, Trainers, and Users — are
authorized to use the App in accordance with these
Terms.
3.
User Accounts.
3.1.
Accounts. You can browse our website without using an account.
However, in order to use our App and all our other
Services, you will need to create an account.
3.2.
Client Accounts. If you use the Services when providing your services
to others as our Client, you can access the Services
through an "Client Account." The individual who opens the Client Account will be
considered an "Administrator" and will have full access to all of the Trainer
Account's (as defined below) and User Account's (as
defined below) information and features that are linked
to that Client Account. An Administrator can create
additional Trainer Accounts associated with the Client
Account and can configure the permissions for each. Each
additional Trainer using a Trainer Account will be
required to complete the registration process and accept
these Terms.
3.3.
Trainer Accounts. If you use the Services when providing your services
as a Trainer to Users, you can access the Services
through a "Trainer Account." The Trainer will open the Trainer Account and will
have access to all of the User account's information and
features that are linked to that Trainer Account. A
Trainer can create additional User accounts associated
with the Trainer Account. Each additional User will be
required to complete the registration process and accept
these Terms.
3.4.
Individual Account. If you are using the Services as a User in connection
with Client's and Trainer's provision of their services,
your assigned Trainer will send you an invitation
enabling you to register for an account ("User Account") and use the Services in connection with the assigned
Trainer.
3.5.
Reservation of Rights. Subject to applicable law,
Calodar may refuse to open
an account for any individual at its sole discretion
and/or limit the number of Administrator and/or Trainer
and/or other users the Client may register.
3.6.
Unauthorized Use. You agree to notify us immediately of any
unauthorized use of your account. You are solely
responsible for all activity on your account, even if
that activity was not actually performed by you. To the
fullest extent permitted by applicable law,
Calodar will not be
responsible for any losses or damage arising from
unauthorized use of your account. While we reserve the
right to investigate suspected violations of these Terms
or illegal and inappropriate behavior through the
Services, we cannot guarantee that we will learn of or
prevent any inappropriate use of the Services.
4.1.
Fees. You agree to pay
Calodar the fees specified
on the Website in accordance with the plan for which you
have registered. Except as expressly provided in these
Terms, fees, including prepaid fees, are
non-refundable.
4.2.
Taxes. Where applicable, taxes, including VAT, may also be
charged. If payments are subject to tax withholding, the
amount to be withheld will be added to the fees charged.
5.1.
You may not do or attempt to do or allow a third party
to do any of the following: (1) decipher, decompile,
disassemble, or reverse-engineer any of the code or
software used to provide the Services, including framing
or mirroring the Services; (2) copy, modify, or
distribute the Services; (3) circumvent or interfere
with security-related features of the Services or
features that restrict use of or access to any Content
(as defined below); (4) use any robot, spider, site
search or retrieval application, or any other process to
retrieve, index, and/or data-mine the Content or
otherwise circumvent the navigational structure of the
Services; (5) use another's account without permission;
(6) remove, alter, or conceal any copyright, trademark,
service mark or other such notices incorporated in the
Services; and (7) use the Services in any manner not
permitted by applicable law, including all applicable
export laws and regulations to (re)export the Services
and/or any related materials in violation of such laws
or use in countries subject to sanctions under
applicable law.
6.1.
Our Representations. We represent that
Calodar is organized under
applicable law, has the ability to enter into and
perform its obligations under these Terms, and that
doing so does not conflict with any of our commitments
to any third party nor with any applicable legal
obligation. We will use commercially reasonable efforts
to provide our Services faithfully, diligently, and in
accordance with the standard practices in our
industry.
6.2.
Your Representations. By accepting these Terms, you represent that: (a) you
are at least 18 years old and have the ability to form a
binding contract; (b) your use of the Services will not
violate any applicable law or any obligation you have to
a third party; (c) all the registration information you
submit is and will remain truthful and accurate; and (d)
you will not provide any data related to health, medical
conditions, or any other personal data that might be
considered sensitive under applicable law. If you
provide personal data about other users, you represent
that you have provided all required notices and obtained
all consents as required under applicable law, to ensure
that the provision of such personal data and our use
thereof in accordance with these Terms and the Privacy
Notice is in accordance with applicable privacy laws. If
you are registering on behalf of the Client, you further
represent that you are authorized to bind the Client to
these Terms. You also represent that the Client is duly
organized under applicable law, it has the authority to
enter into these Terms, and that by doing so and using
the Service, it will not be in conflict with any
obligations it has to any third party or any legal
requirement.
7.1.
Our Property. We retain all worldwide intellectual property rights,
title, and interest in our App and our Services,
including their overall appearance and any text,
graphics, designs, videos, interfaces, and underlying
source files of the Services, any Content we provide,
and our name, trademarks, and logos. In some
cases we have obtained the
right to use certain elements of our Services from
others and in that case, those elements are owned by
their respective owners. Even though we're allowing you
to use our Services, that doesn't mean that we're
transferring ownership or any other rights to you or
that we're allowing you to use our name, any trademarks,
logos, or similar property as your own.
7.2.
Your Property. When you provide User Content through the Services,
that content remains yours. By providing User Content,
you allow us to use it in connection with the Services,
including copying, modifying, and preparing derivative
works of it where necessary in order to provide the
Services, as well as for analytics purposes, for
improvement of the Services, and for training of our AI
model. If you provide us with any feedback regarding our
Services, you agree that we may use it and share it
freely.
8.1.
Definitions. We may provide certain materials such as images,
analytics, reports and other content through the
Services and may also allow you and other users to
provide certain types of material, such as photos,
comments and other content. "User Content" means materials you provide, and "Content" means any content available through the Services,
including User Content that may be provided by other
users.
8.2.
User Content Restrictions. You are and shall remain at all times fully and
solely responsible for any User Content that you
provide. You may not provide any User Content or act in
any way that: (i) violates
the legal rights of others; (ii) infringes the
intellectual property, moral, publicity, privacy, or
other rights of any third party or will cause us to
infringe on any such rights; (iii) is (or you reasonably
believe or should believe to be) in furtherance of any
illegal, counterfeiting, fraudulent, pirating,
unauthorized, or violent activity; (iv) is in breach of
any applicable laws, rules, or regulations; (v) contains
material that (a) is sensitive or subject to special
categories of law, or (b) we reasonably determine to be
offensive, including that which promotes, hate,
violence, or discrimination; (vi) constitutes a
harassment or threat; (vii) contains obscene material;
and/or (viii) contains any virus, worm, trojan horse, or
other harmful or disruptive component.
8.3.
User Interaction. When interacting with other users, whether or not
such interaction occurs within the App, you agree to
conduct yourself in a respectful and appropriate manner.
This includes, but is not limited to, refraining from
abusive, threatening, or harassing behavior, personal
attacks, discrimination, or offensive language. Please
note that if you interact with others or make User
Content available to others, it may be possible for
others to obtain Personal Data about you. We have no
control over the use of this data by others and are not
responsible for their use of this data. We reserve the
right to monitor interactions between users and to
intervene or take action where necessary, which may
include, but is not limited to, terminating the accounts
and/or permanently restricting the access to the
Services of users who do not adhere to these
terms.
9.
Confidential Information. When you use our Services, we may have access to some
non-public or confidential information about the Client
("Confidential Information"). We take the security of your Confidential
Information seriously and undertake to keep it
confidential. We will not use or disclose your
Confidential Information except as needed in order to
provide you with the Services or to further our business
relationship with the Client or comply with these Terms.
Please note that Confidential Information does not
include information that was rightfully in our
possession or in the public domain, free of any
obligation of confidence, at or subsequent to the time
you shared the Confidential Information with us or which
we developed independently without use of, or reference
to, any Confidential Information. We may disclose
Confidential Information if we're required to comply
with applicable law and/or a court order and, in such
case, we will notify you, if we are permitted to do so.
10.1.
You agree to indemnify, defend, and hold harmless
Calodar and its directors,
officers, employees, subcontractors, and agents from and
against any claim, damage, or loss, including reasonable
court costs, attorneys' fees, and any fines that may be
incurred that arise directly or indirectly from your:
(a) breach of these Terms, including any of your
representations or warranties, whether by you or by
anyone using your account or device, and whether or not
that use was authorized by you; (b) use or misuse of the
Services; (c) violation of any law or regulation,
including breach of applicable data protection laws;
and/or (d) infringement of any right of any third
party.
10.2.
We agree to indemnify, defend, and hold you harmless
from and against any claim, damage, or loss, including
reasonable court costs, attorneys' fees, and any fines
that you may incur in connection with any actual or
threatened claim, demand, action or other proceeding by
any third party arising from or relating to a claim that
the Services, as delivered, infringe any patent or
copyright or misappropriate any trade secret, provided
however, that we shall have no responsibility or
liability for any claim to the extent resulting from or
arising out of (a) the use of the Services not in
compliance with these Terms or applicable law; (b) the
combination of the Services with any services that we
did not provide; (c) the modification of the Services by
any party other than us; or (d) the use of any version
of the Services that is not the most up-to-date version.
10.3.
Either party claiming indemnification under this
Section ("Indemnitee") shall: (i) provide
the other party ("Indemnifying
Party") with written notice of a claim promptly upon
becoming aware thereof; (ii) allow the Indemnifying
Party to control the defense and settlement of the
claim, provided that no settlement may be entered
into without the consent of the Indemnitee if such
settlement would require any action on the part of
Indemnitee and further provided that Indemnitee may
engage its own counsel at its own expense; and (iii)
reasonably cooperate with the Indemnifying Party, at
the Indemnifying Party's expense, in the defense and
settlement of the claim.
11.1.
DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS
AVAILABLE" BASIS. OTHER THAN THE WARRANTIES MADE
EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY
ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR
OTHERWISE) ABOUT THE APP, SERVICES OR ANY CONTENT,
INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL
BE OF GOOD QUALITY, USEFUL FOR YOUR OR THE CLIENT'S,
AS APPLICABLE, SPECIFIC NEEDS OR ANY PARTICULAR
PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL
BE CORRECTED), RELIABLE, SECURE, COMPLETE,
NON-INFRINGING, OR THAT THE SERVICES WILL BE
PROVIDED IN A TIMELY MANNER. WE EXPRESSLY DISCLAIM
ANY WARRANTY THAT THE ASSESSMENT WILL BE ACCURATE,
USEFUL TO YOU, AND PRECISELY REFLECTING ALL
NUTRITIONAL DETAILS.
11.2.
Third Parties. We cannot control the functionality of services
provided by third parties and assume no
responsibility for any telephone or network line
failure or interruption, or traffic congestion on
the internet or on the Services themselves. We
cannot control the actions of bad actors and do not
guarantee that we will successfully prevent
unauthorized access to or alteration of the
Services.
11.3.
Users. We
cannot anticipate or control the actions or
inactions of anyone else, including our clients,
users, or unauthorized users.
Therefore, WE DISCLAIM ALL LIABILITY, REGARDLESS OF
THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY
AND ALL USERS (INCLUDING UNAUTHORIZED USERS), THAT
ARE NOT SOLELY DUE TO OUR GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
11.4.
User Content. User Content comes from sources outside of our
control, we take no responsibility for the accuracy,
usefulness, safety, appropriateness, or non-infringement
of any User Content; your use of any User Content is at
your own risk. We do not endorse any opinions or
recommendations expressed in any User Content. We have
no obligation to display or maintain any User Content
and may remove it without notice to you and for any
reason. Any User Content that you make available will
not be considered confidential and may be available to
other users.
11.5.
Data Retention. We are not a data retention service. It is your sole
responsibility to back up any data you provide to us. If
data you provide to us is lost or corrupted for any
reason, we shall not be responsible for any damage or
loss you experience if you are unable to recover that
data. In any event, once you delete your App, all data
will be deleted automatically.
11.6.
AI Tools. Please be advised that our Assessment is based on AI.
While we strive to ensure that the Assessment functions
properly, due to the nature of artificial intelligence
technology, we cannot guarantee the accuracy of the
Assessment, which may vary based on various factors, and
we expressly disclaim all warranties regarding the
Assessment. Please use the outcome of the Assessment
responsibly. We are not liable for any damages resulting
from your reliance on the Assessment.
The Assessment feature is built on technology offered
by our third-party AI tool provider as well as our own
proprietary technology. When you submit User Content
through the App, this User Content may be shared with
such third-party AI tool provider and will be processed
by such third-party AI tool
provider , in accordance with
its terms and policies.
11.7.
In light of the above, you understand that using the
Services entails some degree of risk. When you choose to
use the Services, you do so at your sole discretion and
risk. Some jurisdictions do not allow the exclusion of
certain warranties and therefore some of the above
exclusions may not apply to you. Check your local laws
for any restrictions regarding the exclusion of implied
warranties.
12.1.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
CALODAR (AND ITS
OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT
BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER
OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR
NOT CALODAR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
13.
Term and
Account
Termination.
13.1.
Term. These Terms will take effect when you first use
the Services and shall continue in full force and
effect until they are terminated in one of the ways
described below.
13.2.
How to Terminate Your Account. You may request termination of your account (and,
by association, these Terms) at any time through
your account settings on the App. We will process your request promptly after receiving
your notice.
13.3.
Termination by other users. Administrators may terminate Trainer Accounts under
the Client Account. Trainers may terminate User Accounts
under the Trainer Account.
13.4.
Termination by
Calodar. We reserve the right to terminate your account (and,
by association, these Terms) at any time and for any
reason by providing three days' prior notice. We also
have the right to terminate your account (and, by
association, these Terms) immediately if: (i) you violate the letter or spirit of these Terms; (ii)
you engage in fraudulent, abusive, or illegal behavior
or harass or harm other users, third parties, or our
business interests; or (iii) you fail to pay any fees
you are required to pay, including if you initiate a
chargeback. In case of termination by the
Calodar, you will have the
opportunity to export your User Content for a period of
30 days following termination. If your account is terminated, you may not rejoin by
opening a new account without our permission.
13.5.
Survival. Even if your account is terminated, you will still be
bound by the sections of these Terms which, by their
nature, are meant to survive termination.
14.
Application Marketplace. The App may be subject to additional third-party
terms relating to the marketplace or store from which
the App was downloaded. The third parties providing such
marketplaces may be beneficiaries of these Terms,
pursuant to the marketplace's Terms.
14.1.
The following terms apply if you downloaded the App
from the App Store.
14.2.
Apple Inc. ("Apple") is not a party to these Terms and is not responsible
for the App.
14.3.
Your license to use the App is not transferrable and is
limited to use on iOS products that you own or control,
and as permitted by the Usage Rules in the App Media
Services Terms and Conditions, except as permitted via
Family Sharing, volume purchasing, or Legacy
Contacts.
14.4.
In the event of a failure to conform to any applicable
warranty (if any warranty is applicable), you may notify
Apple, and Apple will refund the purchase price for the
App to you (if you paid any). Apple has no obligation
whatsoever to furnish any maintenance and support
services with respect to the App and any other claims,
losses, liabilities, damages, costs or expenses
attributable to any failure to conform to any warranty,
will not be at Apple's responsibility.
14.5.
Apple is not responsible for addressing any claims by
you or any third party relating to the App or your
possession and/or use of the App, including (i) product liability claims, (ii) any claim that the App
fails to conform to any applicable legal or regulatory
requirement, and (iii) claims arising under consumer
protection or similar legislation.
14.6.
Apple will not be responsible for the investigation,
defense, settlement, or discharge of a claim that your
use of the App infringes a third party's rights.
14.7.
Apple and its subsidiaries are third party
beneficiaries of these Terms and Apple will have the
right to enforce these Terms against you as a
third-party beneficiary. You represent and warrant that (i) you
are not located in a country that is subject to a U.S.
Government embargo or that has been designated by the
U.S. Government as a "terrorist supporting" country; and
(ii) you are not listed on any U.S. Government list of
prohibited or restricted parties.
15.
Publicity. During the Term, we may refer to the Client as our
customer and may
display the Client's name and logo on our website
and in other marketing materials.
16.
Force Majeure. Neither party will be liable for any default or delay
in its performance of its obligations under these Terms
to the extent caused by a natural disaster, act of God,
act of war or terrorism, riot, third-party labor strike,
pandemic, or other similar occurrence beyond its
reasonable control, provided that the affected party
makes all reasonable efforts to comply with its
obligations despite the occurrence. The affected party
shall, as soon as reasonably practicable, notify the
other party of the occurrence. It is clarified that
payment obligations hereunder may be delayed due to a
force majeure event but will not be excused.
17.
Notices. To provide an official notice in accordance with
these Terms, either we or you may send a notice by
courier, registered mail, or by email to the addresses
we provide to each other. Either party may assume its
notice has been received one after: (1) business day
following delivery by courier, four (4) business days
following delivery by registered mail, and one (1)
business day after email transmission.
18.
General. These Terms constitute the entire agreement between
us and you regarding our Services, and any and all other
agreements existing between us regarding the Services
are hereby terminated. We may assign our rights and
obligations in these Terms to any third party. You may
not assign any of your rights or obligations in these
Terms to anyone else and any attempt to do so will be
void. If either party waives any rights regarding any
breach or default of these Terms, that waiver shall not
be deemed to waive any other breach or default. The
courts in the State of Israel shall have exclusive
jurisdiction over any disputes regarding these Terms.
The laws of the State of Israel shall govern these Terms
without regard to the United Nations Convention on the
International Sales of Goods. In the event that a court
rules that a provision of these Terms is unenforceable,
that provision shall be replaced with an enforceable
provision which most closely achieves the effect of the
original and the remaining terms of these Terms shall
remain in full force and effect. Nothing in these Terms
creates any agency, employment, joint venture, or
partnership relationship between us and you, and nothing
in these Terms enables you to act on our behalf.