Terms of Use

1. Background

Thank you for visiting our Terms of Use (Agreement), we are Veridian Applications Pty Ltd ACN 700 849 350 (Veridian Applications, we, our, us and other similar terms). We provide a household nutrition tracking mobile application known as NutriSage (NutriSage).

This Agreement outlines the terms and conditions associated with your use of NutriSage. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our Website.

2. Disclaimers

2.1 No medical or professional advice

NutriSage is a nutrition tracking and information tool that helps you record and track food intake and provides estimated nutritional information and general suggestions. It is not a medical device, and it does not provide medical, dietary, nutritional or other professional health advice, nor does it diagnose, treat or manage any condition. All calorie and macronutrient targets, recommendations, and any output from the AI Nutrition Assistant are general in nature, generated using standard assumptions and population-level formulas, and are not personalised clinical guidance.

Accordingly, NutriSage is not a substitute for advice from a qualified health professional. You should consult a medical professional, dietitian or other relevant health professional before making significant changes to your diet, or the diet of any household member, particularly for children, pregnant or breastfeeding individuals, or anyone with an existing medical condition, eating disorder or specific dietary requirement. You acknowledge that NutriSage is intended to support your own informed decision-making, not to replace it, and that you remain responsible for evaluating and acting on any information it provides, and for deciding whether NutriSage is appropriate for you and for any household member (including a child) whose profile you create.

2.2 Use of Language Models and AI

This Agreement contains disclaimers with respect to the use of artificial intelligence (AI) which are set out in clause 13.

You are solely responsible for confirming the outputs and recommendations generated using the AI features, made available through NutriSage.

3. Agreement

3.1 Accepting this Agreement

By creating a NutriSage Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using NutriSage.

You must not use NutriSage if you are not able to form legally binding contracts. You acknowledge and agree that NutriSage is designed for household use, and you, as the Account holder, may create and manage multiple profiles within the household, including profiles for children or other dependants who are not themselves Account holders. By creating or managing a profile for another person, you represent and warrant that you are authorised to do so and, where that person is a child, that you are the child’s parent or guardian or are otherwise authorised to provide and manage their information and to agree to this Agreement on their behalf and that you will comply with the obligations contained herein. You are responsible for supervising any child’s use of NutriSage and for deciding whether it is appropriate for them.

3.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 20. They aid to clarify the terms and conditions.

Please feel free to email us at admin@veridianapplications.com if you have any questions.

4. Term

This Agreement will commence when you create an Account for NutriSage and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 18.

If this Agreement is not terminated in accordance with clause 18, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

5. Licence

We grant you a non-transferable, non-exclusive and revocable licence to access and use NutriSage for the Subscription Period, subject to any Usage Restrictions and conditional upon your compliance with the terms of this Agreement.

The features available to you are determined by the inclusions and Usage Restrictions as set out in the Subscription Package you select. You acknowledge and agree that if you exceed the Usage Restrictions or wish to make use of alternate or new features of NutriSage you may be required to upgrade your subscription or pay additional fees.

6. Payment

Unless stated otherwise, any Subscription Fees and applicable GST must be paid at the beginning of each Subscription Period.

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are inclusive of GST, withholding taxes, duties, tariffs and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.

7. Trial Services

We may make NutriSage, or new features of NutriSage, available to you free of charge on a trial or introductory basis (Trial Services), so that you can evaluate NutriSage or those features. Trial Services may take the form of a free tier of access with limited usage, or a free introductory period offered on a paid Subscription Package.

Where a free introductory period is offered on a paid Subscription Package, that offer is made available and administered through the applicable App Marketplace Provider (Google Play or the Apple App Store). The duration of the introductory period, the terms on which it converts to a paid subscription, and the manner in which it may be cancelled are as disclosed to you by the App Marketplace Provider at the time you sign up. Unless you cancel in accordance with the App Marketplace Provider's terms before the introductory period ends, your subscription will automatically convert to a paid Subscription Package and the applicable Subscription Fee will be charged.

At the end of any free introductory period, if you do not continue on a paid Subscription Package, you may continue to access NutriSage on the free tier of access then available, subject to the applicable Usage Restrictions. We do not delete your data solely because a free introductory period has ended; your data continues to be handled in accordance with this Agreement and our Privacy Policy, including the provisions dealing with suspension, termination and account deletion.

8. Requirements for use

8.1 Access

You acknowledge and agree that NutriSage will only be accessible using the internet, by users with a valid Account and will not operate as anticipated "locally" from your own servers or devices without such access.

In order to make full use of NutriSage you must allow your device access to certain services including data connectivity, email, address book, SMS, camera, microphone, notifications and storage.

8.2 Support

Support for NutriSage is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

8.3 NutriSage outages and system maintenance

If it is necessary to interrupt your use of NutriSage, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, NutriSage will be unavailable.

You acknowledge access to NutriSage may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to NutriSage which may change the interface and manner in which it functions.

To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to access NutriSage, whether planned or not, and any such interruptions will not constitute a breach by us of this Agreement.

9. Your use of NutriSage

9.1 Registering an Account

In order to use NutriSage, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.

9.2 Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process, remains safe. We work hard to keep NutriSage secure and we ask you to contribute.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit. You also agree not to disclose your Account security credentials to another person or permit them to access your Account, except for members of your household whose profiles you manage. You are responsible for the activities undertaken using your Account which occur via NutriSage including use by any household member such as a child, whose profile you create, whether such activities are authorised by you or not.

9.3 Lawful use of NutriSage

You undertake not to upload, store or access any data on or use NutriSage if such use, access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia).

9.4 Conduct which is expressly prohibited

You may only acquire and make use of NutriSage solely for your personal, non-commercial household use. You must not use or include any part of NutriSage in any service bureau or fee generating service offered to third parties.

You must not:

• in any way tamper with, hinder or modify NutriSage;
• use NutriSage directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;
• knowingly transmit any viruses or other disabling features to or via NutriSage;
• intentionally disable or circumvent any protection or disabling mechanism of NutriSage;
• install or store any software applications, code or scripts on or through NutriSage;
• use NutriSage in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of NutriSage; or
• attempt, facilitate or assist another person to do any of the above acts.

9.5 Our right to suspend

We reserve the right to limit or suspend your licence to access NutriSage if you fail to pay the Subscription Fee, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.

We may also suspend your Account if we suspect a security breach associated with your Account or otherwise identify unusual activity.

10. App Marketplace Providers

The NutriSage mobile applications are available from Google Play and the Apple App Store (App Marketplace Providers).

This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for NutriSage, and we are solely responsible for:

• its support and maintenance;
• the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of NutriSage; and
• any claim NutriSage fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of NutriSage and any other remedies under consumer protection law. Your right to use the mobile version of NutriSage is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of NutriSage and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that 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 you are not listed on any U.S. Government list of prohibited or restricted parties.

11. Privacy

You agree and consent to us obtaining and handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

12. Third Party Services

Certain components or features of NutriSage may interface with applications or include links, data, resources, services and/or content that are provided or operated by third party service providers (Third Party Services).

You acknowledge and agree that, subject to any Non-excludable Condition, we are not liable for:

• the availability of such Third Party Services;
• any data, content, advertising or materials made available through such Third Party Services; or
• any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.

13. Language Models and AI

NutriSage includes features that use Language Models and other AI features to interpret the food you log, to estimated calories and macronutrients, to generate calculated nutritional targets, and to power the AI Nutrition Assistant, which can provide suggestions and respond to questions about your logged nutrition. These AI features are designed to support your use of NutriSage.

You acknowledge and agree that the use of any Language Models within NutriSage carries a statistical degree of uncertainty and their capability is limited to and reflective of their training data. Language Models do not fully grasp contextual nuances or derive information from authoritative and verified sources. As such, the production of Hallucinations is common in results derived from Language Models, and food estimates, calculated targets and Assistant responses may be inaccurate or incomplete.

You acknowledge and agree that AI-generated content, including food estimates, calculated targets and AI Nutrition Assistant responses, is for informational purposes only and does not constitute medical, dietary, nutritional or other professional advice. You must not rely on the outputs of the AI Nutrition Assistant or other AI features as an authoritative source of information, and any output, including its accuracy and appropriateness, must be independently reviewed and verified by you before you act on it or share it with others.

Our third party AI service providers process your inputs to generate results for you and do not use them to train their models.

14. User Content and Intellectual Property

14.1 Your User Content

If you provide us with content, including, without limitation, text, photos, images, audio, video, code and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.

When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with NutriSage), communicate and distribute User Content for the purposes of allowing us to provide, improve, promote and protect NutriSage.

You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within NutriSage.

While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.

14.2 Use of our Intellectual Property

We warrant we own or have a licence to use the Intellectual Property in NutriSage. You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

• create an adaptation or translation of, all or part of NutriSage in any way;
• use NutriSage in a manner which may infringe any other person’s Intellectual Property;
• incorporate all or part of NutriSage in any other webpage, site, application or other digital or non-digital format; or
• except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in NutriSage.

15. Warranties

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we make no warranties or guarantees that NutriSage is fault free, regarding NutriSage’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, NutriSage including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

16. Limitation of liability

16.1 Implied conditions

The parties expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

16.2 Limitation of liability

Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

• NutriSage being temporarily inaccessible for any reason;
• incorrect or corrupt data, lost data, or any inputs or outputs of NutriSage;
• computer virus, trojan and other malware in connection with NutriSage;
• security vulnerabilities in NutriSage or any breach of security that results in unauthorised access to, or corruption of data;
• any unauthorised activity in relation to NutriSage;
• the occurrence of an Event of Force Majeure; or
• any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

16.3 Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

17. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 17 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 17. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 17 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

18. Termination

18.1 Termination by either party

Either party may terminate this Agreement by providing notice in writing to the other party, if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

Either party may terminate this Agreement for convenience by notice in writing to the other party prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.

We may also end this Agreement if your Account remains suspended for a period of more than 28 days.

Notwithstanding anything to the contrary, closing your Account constitutes notice in writing to us of your intention to terminate. You acknowledge and agree that if we provide notice in writing via email, then that constitutes sufficient notice in writing from us and is effective from the date the email was sent.

18.2 Actions upon termination

Upon termination: you must immediately stop using NutriSage; we reserve the right to permanently erase any data associated with your Account; you will no longer have access to your Account; and you must not attempt to access NutriSage or register a new Account without our prior written consent.

19. General

Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party’s consent, which must not be unreasonably withheld.

Entire Agreement - This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Governing law - The laws of Queensland govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

• which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
• which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 3.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability - Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.

Variations to this Agreement - We may vary this Agreement by giving written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 18.1. The variation takes effect at the beginning of the next Subscription Period.

20. Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

• Account or NutriSage Account means the username and access credentials used when you access NutriSage.
• Agreement means these terms and conditions and any document incorporated into them by reference.
• Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
• Hallucination means any false or misleading information presented by Language Models.
• Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
• Language Model means a machine learning or other artificial intelligence system trained or trainable on data inputs, tailored to understanding and generating natural language text.
• Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
• Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
• Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
• Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
• Subscription Fee means the periodic price for the NutriSage Subscription Package as set out on our Website.
• Subscription Package means any of the subscription packages advertised on our Website from time to time.
• Subscription Period means the period of time attached to the Subscription Package which you sign up for.
• Usage Restrictions means any limits to your use of NutriSage as set out in the details of the Subscription Package you procure.
• You or your means the person who creates an Account and uses NutriSage.
• Us, we or our means Veridian Applications Pty Ltd ACN 700 849 350.
• Website means the website located at veridianapplications.com and any of its subdomains.