Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you and Protly, LLC, a Delaware limited liability company ("Protly," "we," "us," or "our") governing your access to and use of the Protly mobile application, website, and related services (collectively, the "Services").

If you do not agree to these Terms, do not access or use the Services. By creating an account, clicking to accept, purchasing a subscription, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy.

The Services are offered from the United States and are intended for use by users in the United States.

2. Eligibility and Accounts

2.1 Eligibility

You must be at least 13 years old to use the Services. If you are under 18, you may use the Services only with the permission of a parent or legal guardian who agrees to be bound by these Terms.

2.2 Account Responsibilities

You agree to provide accurate information, keep it current, maintain the confidentiality of your credentials, and accept responsibility for activity occurring under your account. If you believe your account has been compromised, notify us immediately.

2.3 One Person, One Account

Unless we expressly approve otherwise, you may not sell, rent, transfer, share, or lend your account or credentials to anyone else.

3. Description of Services

Protly is a nutrition tracking and wellness-support product. Features may include meal logging, protein tracking, photos, progress visualization, goal tracking, AI-assisted summaries, streaks, cloud synchronization, camera-based food scanning, barcode scanning, widget integrations, notifications, and related account features. We may add, remove, suspend, or change features at any time.

4. No Medical Care, No Emergency Use, No Guarantee of Accuracy

Nutrition estimates, meal classifications, AI-generated outputs, recommendations, reminders, and analytics may be incomplete, delayed, inaccurate, or inappropriate for your circumstances. You use them at your own risk.

This includes estimates generated from meal photos, barcode scans, camera inputs, portion analysis, or other supported capture tools.

If you have a medical condition, food allergy, eating disorder, pregnancy-related concern, or urgent health issue, consult a qualified professional. If you think you are having a medical emergency, call emergency services immediately and do not rely on Protly.

5. Acceptable Use

You agree not to, and not to help others:

• Use the Services for unlawful, fraudulent, deceptive, or abusive purposes
• Upload content you do not own or have rights to use
• Upload malware, harmful code, or content that interferes with the Services
• Probe, scan, reverse engineer, scrape, benchmark, or bypass security or access controls
• Use bots, scripts, or automated means to access the Services without our written approval
• Harvest data about other users or use the Services to build or train a competing product or model
• Resell, sublicense, lease, mirror, or commercially exploit the Services except as we expressly allow
• Interfere with any user's access, overload our infrastructure, or attempt unauthorized access
• Misrepresent your identity, affiliation, age, or entitlement to use the Services

6. User Content

6.1 Ownership

You retain ownership of the content you submit or upload to the Services, including logs, photos, notes, and other materials ("User Content").

6.2 License to Protly

You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt, transmit, and display User Content as necessary to operate, secure, improve, support, and provide the Services. This license includes the right to work with service providers acting on our behalf. We may also use User Content and de-identified, aggregated, or otherwise processed data for analytics, service improvement, system improvement, and business operations.

The Services may also depend on third-party sign-in providers, cloud infrastructure, messaging providers, analytics tools, app-store billing systems, food-data providers, and other supporting services.

6.3 Your Responsibility

You are solely responsible for your User Content and represent that you have all rights needed to submit it, that it does not violate any law or third-party right, and that it does not breach these Terms.

6.4 Removal

We may remove, refuse, or disable User Content at any time if we believe it violates these Terms, creates risk, or could expose us or others to liability.

7. Intellectual Property

The Services, including software, design, text, graphics, interfaces, trademarks, and related content other than User Content, are owned by or licensed to Protly and protected by intellectual property laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services for your personal, non-commercial use. We reserve all rights not expressly granted.

8. Subscriptions, Billing, and Trials

8.1 Paid Features

Some parts of the Services may require payment. Features, prices, trial terms, and plan details may change at any time to the extent permitted by law.

8.2 Third-Party Billing Platforms

If you purchase through Apple, Google, or another third-party platform, that platform may control billing, renewals, cancellations, and refunds. Their terms apply in addition to these Terms.

Account access and authentication may also depend on third-party sign-in or identity providers. Those providers may require you to comply with their own terms and policies.

8.3 Recurring Billing

If you start a paid subscription, you authorize recurring charges at the stated interval until you cancel. Unless otherwise stated, subscriptions renew automatically. Deleting the app or your account does not by itself cancel a subscription handled by a third-party billing platform.

8.4 Cancellation and Refunds

You may cancel renewal at any time, but cancellations generally take effect at the end of the current billing period. Except where required by law or by the rules of a third-party billing platform, payments are non-refundable and we do not provide prorated refunds for partial periods or unused time.

8.5 Price Changes

We may change prices or plan structures on a going-forward basis. For material pricing changes, we will provide reasonable advance notice.

9. Suspension and Termination

We may suspend, restrict, or terminate your access to some or all of the Services at any time, with or without notice, if we believe:

• You breached these Terms or any other applicable policy
• Your use creates legal, reputational, security, or operational risk
• Your account appears fraudulent, unauthorized, or abusive
• We are required to do so by law, platform rules, or governmental request
• We discontinue some or all of the Services

You may stop using the Services at any time and may request account deletion through the app or by contacting support. Sections that by their nature should survive termination will survive, including payment obligations, disclaimers, liability limits, indemnity, dispute provisions, and intellectual property terms.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

We do not warrant that content will be preserved without loss, that defects will be corrected, or that the Services will always be available or compatible with your device, subscription tier, or platform.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROTLY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY U.S. DOLLARS (US $50).

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

12. Indemnification

You agree to defend, indemnify, and hold harmless Protly and its officers, directors, employees, contractors, affiliates, licensors, and agents from and against any claims, demands, actions, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Services
• Your User Content
• Your violation of these Terms or applicable law
• Your infringement or misappropriation of any third-party right

13. Dispute Resolution and Arbitration

13.1 Informal Resolution First

Before filing a claim, you and Protly agree to try to resolve the dispute informally. You must send a written notice of dispute to support@protly.app describing your name, the account email, the nature of the dispute, and the relief sought. If we cannot resolve the dispute within 30 days after notice, either party may proceed as allowed below.

13.2 Agreement to Arbitrate

Except for claims that qualify for small claims court, claims relating to intellectual property or misuse of the Services, and claims for injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis.

13.3 Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, unless the parties agree otherwise. If AAA is unavailable, the parties will select another nationally recognized arbitration provider. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

13.4 No Class Actions

You and Protly agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, coordinated, collective, or representative proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims.

13.5 Venue for Non-Arbitrable Disputes

To the extent a dispute is permitted to proceed in court, you and Protly agree to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party waives any objection based on forum non conveniens to the extent permitted by law.

13.6 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Delaware, without regard to conflict of laws principles, except to the extent preempted by the Federal Arbitration Act or other applicable federal law.

14. Changes to the Services or Terms

We may modify the Services or these Terms from time to time. If we make a material change, we will provide reasonable notice, such as by posting an updated version, updating the effective date, or sending notice through the Services or by email. Changes become effective on the stated effective date. If you continue to use the Services after the effective date, you accept the revised Terms.

15. United States Use

The Services are intended for users in the United States. We make no representation that the Services are appropriate or available in other jurisdictions, and access from territories where the Services or their content are unlawful is prohibited.

16. General Terms

• These Terms and the Privacy Policy form the entire agreement between you and Protly regarding the Services.
• If any provision is found unenforceable, the remaining provisions will remain in effect.
• Our failure to enforce any provision is not a waiver.
• You may not assign these Terms without our prior written consent. We may assign them as part of a merger, acquisition, financing, reorganization, or sale of assets.

17. Contact Information

If you have questions about these Terms, contact us:

18. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS.