FoodwizTerms of Use

[Last modified: September 6, 2023]

These Terms of Use (“Terms”) and our Privacy Policy, incorporated herein by reference, are a legally binding and an enforceable agreement between you, the user of our Web App (“user“, “you“ or “your“) and Mania Tech LTD. (“Company”, “we”, “us” or “our”) and govern your use of web based application, available at: https://www.app.foodwizai.com/login (“Web App”) and the services and provided through the Web App as detailed below.

Our data collection and privacy practices are detailed in our Privacy Policy which is incorporated herein by reference. By accessing the Web App, creating an Account, using our Services (as detailed below), you hereby represent and warrant you have read, understood, and you agree to be bound by these Terms. If you do not agree to be bound by these Terms, or any part thereof, you should cease all use of the Web App and Services and delete your Account.

ACCEPTANCE OF THE TERMS: PLEASE NOTICE THAT WE ARE USING GENERATIVE ARTIFICIAL INTELLIGENCE (“AI“) TECHNOLOGY INTEGRATED WITHIN OUR WEB APP AND SERVICES, THROUGH API. WE USE THE TECHNOLOGY OF SERVICE PROVIDERS (SUCH AS OPENAI – CHATGPT, DALL-E, ETC.) AND THEREFORE WHEN USING OUR WEB APP AND SERVICES, YOU ARE REQUIRED TO COMPLY WITH THE APPLICABLE SERVICE PROVIDERS’ POLICIES AND TERMS OF USE AS WELL. BY USING WEB APP AND SERVICES, YOU ARE AGREEING AND BOUND BY THE SERVICE PROVIDERS’ POLICIES AND TERMS OF USE AS APPLICABLE.

IF YOU CREATE AN ACCOUNT, YOU WILL BE PROVIDED WITH AN AI RECIPE IMAGE AS APPLICABLE (AS DETAILED BELOW) AND YOU ACKNOWLEDGE THAT THE COMPANY HAS NO RESPONSIBILITY OVER THE OUTPUT (AS DETAILD BELOW).

You acknowledge that you are the sole responsible for any text you type or choose in the Web App and the Services (“Input”) as well as the text, or image as for Account users, returned based on the Input (“Output”), including without limitation, ensuring that the Input and Output complies with applicable law, these Terms, the ChatGPT OpenAI Usage Policies, the DALL-E Content Policy, or any other applicable policy before sharing it.

1. 1.  NOTICE
   1. 1.1.THESE TERMS CONTAIN PROVISIONS THAT WAIVE YOUR RIGHT TO A JURY TRIAL, RIGHT TO A COURT HEARING AND RIGHT TO PARTICIPATE IN A CLASS ACTION ARBITRATION AND CLASS ACTION WAIVER). YOU AGREE THAT, EXCEPT FOR CERTAIN EXEMPTIONS, DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT-OUT AS DETAILED IN THE ARBITRATION SECTION BELOW.

1. 2.  AGE LIMITATION AND ELIGIBILITY
   1. 2.1.You hereby represent and warrant that you are at least 16 years old and eligible to enter into these Terms. You further represent and warrant that you are not prohibited by any authorized authority, judicial order, or law to enter into any agreement.

1. 3.  AMENDMENTS

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3.1.We reserve the right, at our discretion, to revise or update these Terms at any time. Such amendments shall be effective 30 days from the publication of the amended Terms or from the date you received notice. The date of the last revision will be reflected in the “Last Modified” heading located at the top of the Terms. Your continued use of the Services thereafter constitutes your consent to such changes and you agree to be bound by them. We will provide you with written notification by applicable communication means, in the event of any material changes to these Terms or to the Services.

1. 4.  THE SERVICES, LICENSE AND INTELLECTUAL PROPERTY

1. 1. The Web App offers its users information, features, images when applicable, and automatic tools for creating and drafting food recipes based on the user preferences (the “Services”).
   2. Subject to the terms herein, the Company grants you a revocable, limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable license for non-commercial purposes, to access the App and use the Services solely for the purposes set forth herein. Except as expressly stated under these Terms, we retain all rights, title ownership, and interest in and to the Services, copyrights and trademarks, images, logos product names, and trade names, to the fullest extent possible under applicable law. We reserve all rights in and to the Services which are not expressly granted herein.
   3. The Services are contingent upon availability and continuity of internet connection. Lack of connectivity or disruptions to connectivity may prevent the use of the Services.
   4. The Company, at its sole discretion, and subject to these Terms, is entitled to determine the features, settings, pricing, or other tools which are available as a part of the Services or modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Services, with or without notice, without incurring any liability to you.
   5. You acknowledge that due to the nature of machine learning, Outputs may be similar to outputs provided to other users of the Services. Without derogating the above, as between you and the Company, to the extent permitted by law, you own the Input and unique Outputs provided through the Services. You may use the Output for any legal purposes, at its own risk, provided it complies with these Terms. You grant the Company a non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and use the Output for any purpose. You hereby acknowledge that due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for other third party. For example, you may provide input to a model such as “What is the yellow big thing in the sky?” and receive output such as “The yellow big thing in the sky is the sun.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your content even if they are similar to the Output you received from using the Services.

1. 5.  REGISTRATION AND USER ACCOUNT

1. 1. Certain features require you to create an account (“Account”). During the registration process, you will be requested to provide certain personal information about yourself, for more information please see our Privacy Policy.
   2. You hereby represent and warrant that you will provide accurate and complete information. In addition, you may provide solely your own information. It is strictly prohibited to use a false identity, impersonate any other person or use a name that is not yours to use. In the event of untrue or inaccurate information, we may suspend or terminate the Account. During the process of registering, you may designate a personal and exclusive user name and password to access the Account. You are solely and fully responsible for maintaining the confidentiality of the password and username of your Account and for all activities that occur under the Account, including if made on your behalf.

Unauthorized access or use of the Account or Services must be immediately reported to us at: support@foodwizai.com

1. 1. We may, in its sole discretion, refuse to offer access to or use of the Services to any user and change its eligibility criteria at any time, without liability to the users or any third party. The Company may terminate your Account immediately and without prior notice if you do not comply with these Terms or if we believe your use of the Services does not comply with any applicable laws.

1. 6.  RESTRICTIONS OF USE

1. 1. The Services are provided for your personal, non-commercial use and you hereby agree that you will not, directly or indirectly: (a) make any copies of, modify, adapt, disassemble, translate, decompile, reverse engineer, circumvent or hack the Services or attempt to derive the source code or gain unauthorized access to the Services or its related systems, circumvent, disable, damage or otherwise interfere with security-related features or operations of the Services; (b) reproduce the Services, prepare derivative works, distribute, perform publicly or display publicly the Services’ content without our prior written approval (and except as permitted under applicable law or these Terms); (c) commercially exploit the Services or any portion thereof; (d) use the Services in any fraudulent or unlawful manner; (e) use the Services in any way that violates any provision of these Terms; (f) assert any proprietary rights in or to the Services’ content, materials or any element, derivation, adaptation, variation or name thereof, nor remove, obscure or alter any notices of proprietary rights or disclaimers; or (g) use our name, logo or trademarks without our prior written consent. (h) use the Services to develop foundation models or other large scale models that compete with OpenAI; (i) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (J) represent that output from the Services was human-generated when it is not.
   2. We will investigate any breach or alleged breach of these Terms and report to law enforcement authorities when necessary. We are entitled to prevent access from any user that we believe has breached or is likely to breach these Terms. We may also limit or prevent the use of our Services for any reason or no reason, at our sole discretion.
   3. If you wish to publish your products which was created in part with the Services and the AI technology you must ensure that the published content is attributed to your name or company and that the role of AI in formulating the content is clearly disclosed to the user.
   4. We are using AI technology integrated within our Web App and Services. Therefore, when using our Web App and Services, you acknowledge and agree to comply with the applicable service providers’ policies, restrictions and terms of use, as well as to there Terms, including, but not limited to the ChatGPT OpenAI Usage Policies, the DALL-E Content Policy, or any other applicable policy before sharing it.

1. 7.  THIRD-PARTY ADS

1. 1. The Services may contain links to third party websites or resources and advertisements for third parties (collectively, “Third-Party Ads”). Such Third-Party Ads have separate terms of use and policies and we shall not be liable or responsible for the acts of any of those Third-Party Ads. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Ads.
   2. The Services is provided by using AI technology developed and provided by OpanAI LLC (“OpenAI”). You agree that any Input you provide will be shared with OpenAI to provide you with the Services and that OpenAI may use your Input to improve their services.

1. 8.  FEES AND PAYMENTS

8.1.The Web App and the Services are only offered under monthly subscription fees that automatically renew (“Subscription”). Subscription is automatically renewed unless you terminate or cancel the Subscription. The Subscription payment is processed through Stripe and subject to the applicable terms and conditions You agree to pay whatever fees and other charges are presented to you when you subscribe to the Web App and Services (collectively, the “Fees“).

• You may cancel your subscription plan anytime through support@foodwizai.com, as applicable to you. Should you choose to cancel your Subscription, your access to the Services will continue through the end of your billing period, as applicable, and expire thereafter. To the extent permitted by applicable law, any fees paid for your purchase of a subscription plan are non-refundable, and we do not provide refunds for any partial subscriptions.
• We may offer a free trial for premium features (“Free Trial“) as shall be determined by us in our sole discretion. The Free Trial starts when you register to the Free Trial and is for a limited period of time with an auto renew unless you cancel at least 24-hours before the end of the trial period.
• When you sign up for a Free Trial, you agree that we may automatically begin charging you for the Services on the first day following the end of the Free Trial on a recurring monthly periodic basis. We will notify you via your email address that your Free Trial period is about to expire before the end of the Free Trial. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE SUBSCRIPTION BEFORE THE END OF THE FREE TRIAL.
• We reserve the right to limit your ability to take advantage of multiple trials. We reserve the right, at our own discretion, to change any features or functionalities of the Subscription. Changes to the Subscription can be based on various factors, e.g., improving, managing the Services, complying with requirements or legal or technical requirements. Where such changes negatively affect an existing Subscription in more than a limited way, you will be informed and may terminate the Subscription.
• You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Services, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).

1. 9.  REPRESENTATIONS AND WARRANTIES

9.1. You represent and warrant that: (i) all required information you submit is truthful and accurate; (ii) you will not use the Services for any illegal or unauthorized purpose and your use of the Services does not violate any applicable law or regulation, these Terms or the applicable policies of the OpenAI; (iii) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; and (iv) the Input will not include any content that infringes third party intellectual property rights, or includes harmful illegal content such as: gambling, illegal drugs, alcohol and medicine, sexual content, violent content, hate speech, etc. we reserve the right to remove any Input that is not in compliance with these Terms upon becoming aware of such.

1. 10. DISCLAIMER AND LIMITATION OF LIABILITY

10.1. YOU ACKNOWLEDGE AND AGREE THAT THE WEB APP, THE SERVICES AND ANY OF THEIR OUTPUT AND FEATURES, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”, ARE USED ONLY AT YOUR OWN RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. WE MAKE NO GUARANTEES THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE INFORMATION CONTAINED IN THE SERVICES ACCURATE, COMPREHENSIVE, RELIABLE, COMPLETE, CURRENT, OR APPLICABLE TO YOUR NEEDS IN ALL RESPECTS AT ALL TIMES.

10.2 We disclaim all warranties, express or implied, of any kind, regarding the Web App and the Services (including any content, information, software, links, advertisement, deep linking), including any implied

warranties as to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, suitability, reliability, availability, timeliness, quality, or lack of viruses. If applicable law does not allow the exclusion of some or all of the above implied warranties to apply to you, the above exclusions will apply to the fullest extent permitted by applicable law.

10.3 THE USE OF THE SERVICES IS AT USER’S SOLE DISCRETION AND RISK. IN NO EVENT SHALL WE (OR OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, OR THIRD-PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND THIRD-PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY BE CAUSED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SERVICES IS LIMITED TO THE AMOUNTS YOU HAVE PAID THE COMPANY FOR THE SERVICES.

1. 11. INDEMNIFICATION

1. 1. You agree to defend, indemnify and hold harmless the Company and its affiliates, and respective officers, directors, employees and agents from any third-party claims, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from (i) your use of the Services does not comply with these Terms including negligence and wrongful act; (ii) abusing or infringing third party rights through the Services; and (iii) your breach of any applicable law, regulation and policies. This indemnification obligation will survive the termination or expiration of these Terms and the termination of your use of the Services.
   2. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any users of the Services, or any Third-Party Ads.

1. 12. TERM AND TERMINATION

1. 1. You may terminate these Terms and your use of the Services at any time. If you wish to terminate your use of the Services, you may do so by simply stopping using the Services or by sending us a request to delete your Account. We may terminate these Terms, your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately. Such termination may result in the destruction of all information and data associated with your use of the Services. We may change, modify, suspend, or discontinue any aspect of the Service at any time without notice to you and without any liability to you whatsoever in connection therewith, unless otherwise required to do so under applicable law, in which case we will make a reasonable effort to inform you of any significant and substantial changes to the Services that will significantly affect you.
   2. Upon the expiration or termination of these Terms, all rights and licenses granted under these Terms shall immediately terminate, and you shall cease your use of the Services. All sections detailed herein, which by their nature are intended to survive termination shall survive termination or expiration for any reason.

1. 13. ARBITRATION, CLASS-ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR

RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL

ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR

THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND

NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS

OR REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY, AND EACH OF ITS RESPECTIVE AGENTS, CORPORATE, PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND ASSIGNS, AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL

CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE PRIVACY POLICY, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE

RESOLUTION. A PARTY WHICH INTENDS TO SEEK ARBITRATION MUST FIRST SEND TO THE OTHER A WRITTEN NOTICE OF INTENT TO ARBITRATE (“NOTICE“). THE NOTICE SHALL (I) DESCRIBE THE BASIS AND NATURE OF THE CLAIM OR DISPUTE; AND (II) SET THE SPECIFIC RELIEF SOUGHT (“DEMAND“). IF YOU AND THE COMPANY DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE NOTICE IS RECEIVED, THEN YOU OR WE MAY COMMENCE AN ARBITRATION PROCEEDING AS SET FORTH BELOW OR FILE AN INDIVIDUAL CLAIM IN SMALL CLAIMS COURT. THE AMERICAN ARBITRATION ASSOCIATION (“AAA“) WILL EXCLUSIVELY ADMINISTER

THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (“RULES“), AS MODIFIED BY THESE TERMS. THE ARBITRATION SHALL BE CONDUCTED EXCLUSIVELY IN ENGLISH.

1. 14. MISCELLANEOUS

These Terms, constitute the entire understanding between the parties with respect to the use of the Web App and Services. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of the Terms, which shall remain valid and enforceable according to its terms. You may not assign or otherwise transfer by operation of law or otherwise these Terms or any right or obligation herein. We reserve the right to assign or transfer these Terms and to delegate any of our obligations hereunder at our sole discretion. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

1. 15. FURTHER QUESTIONS?

If you have any questions regarding these Terms and the Services, or you wish to report violators of these Terms, you may contact us:

Email Address: support@foodwizai.com

Mania Tech LTD Ltd.,

10 ABA EVEN Blvd., Building C, Herzliya, 4672528, Israel Tel: +18335390326