SAYVR TERMS OF USE
By subscribing for the Services (as defined below) offered by Sayvr Limited (“us”, “we”, “our” or “SAYVR”) you acknowledge that you have carefully read and agree to the following terms of use (“Agreement”).
This Agreement sets forth the legally binding terms and conditions for your use of the SAYVR and the SAYVR subscription service(s) (“Subscription” or “Membership”), and the services, features, content, websites (or other linked pages) or applications offered, from time to time, by SAYVR in connection therewith (collectively, the “Service(s)”).
In this Agreement “you” and “your” refer to the person accessing or using the Services pursuant to and engaging with the SAYVR.
By accessing and using the Service in any manner, you acknowledge and agree that you have read, understood, and agree to be bound by this Agreement and the SAYVR Privacy Policy annexed to this Agreement at Schedule 1 (the “Privacy Policy”), which is incorporated into this Agreement by this reference. By way of your use of the Services you indicate your acknowledgement and agreement in full of the terms of the Agreement and the Privacy Policy, and your use of the Services is subject to the terms of this Agreement and the Privacy Policy.
THE FOLLOWING MATERIAL TERMS OF THIS AGREEMENT ARE OF PARTICULAR IMPORTANCE TO YOU: (I) TERMINATION OF THIS AGREEMENT, MEMBERSHIP AUTOMATICALLY RENEWED AND ANY ASSOCIATED PAYMENT OBLIGATIONS (SECTIONS 5 AND 9); (II) ABSENCE OF ANY MEDICAL OR NUTRITIONAL ADVICE PROVIDED TO YOU PURSUANT TO THE SERVICES (SECTION 8); (III) DISCLAIMERS (SECTION 11); AND (IV) LIMITATION OF OUR LIABILITY TO YOU (SECTION 13).
1. INTRODUCTION
By way of a summary, by engaging the Services SAYVR is able (i) suggest recipes from selected ingredients, (ii) deconstruct dishes posted to SAYVR to identify the ingredients contained therein, and (iii) track, rate and save your favourite dishes for your records, along with related functionalities. SAYVR may modify this Agreement, the Privacy Policy, Content (as defined below) and/or the Services at any time and such modification will be effective upon posting such modifications to the Services. We will endeavour to provide you with reasonable advance notice of any such modification that has a material adverse effect on your rights provided for in this Agreement, but no less than 30 days advance notice, following which you will have an opportunity to terminate your Membership in accordance with the procedure set out in Section 5. In the absence of such notification and by continuing to access or use the Services after such modification, you are agreeing to be bound by the modified Agreement, Privacy Policy, Content (as defined below) and/or the Services, as applicable.
2. REGISTRATION
In order to use the Services and Membership, you must create an account on SAYVR (an “Account”), an if applicable pay any subscription fees (“Membership Fees”) when due, . SAYVR permits a once-off use of the Service upon downloading SAYVR without creating an Account. You agree to provide true, accurate and complete information and keep your Account information current and updated. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account password confidential and secure. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account in accordance with the procedures provided for on the SAYVR. SAYVR will not be liable for any loss or damage arising pursuant to a breach of this Section.
3. ELIGIBILITY
You represent and warrant that you have the legal capacity and are duly authorised, in accordance with applicable law, to enter into this Agreement and to engage the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
4. USE OF THE SERVICES
SAYVR software, text, graphics, images, video, audio, data and other material are made available to you through the Services (collectively referred to as the “Content”). The Services and Content may include proprietary and third party advanced technologies, such as artificial intelligence, machine learning systems, and similar technology and features (together, “AI Technology”), including third party large language models (“LLM”). Subject to this Agreement and your Membership, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to (i) access and use (i.e., to download and display locally) the Content and the software and applications made available through the Services and (ii) use the software embedded within the SAYVR, in each case solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purposes other than using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our licensors, partners, sponsors, or affiliates. The Content may be protected by applicable intellectual property laws and rights. Unauthorized use of the Content may violate copyright, trademark, and other laws and rights. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.
Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.
The Services include access to links to, and content, recommendations and data from, third-party websites, products and services (“External Services”). The External Services may include AI Technology, including LLM. These External Services are provided solely as a convenience to you, are not an endorsement by us of the content, recommendations, and data on or made available through such External Services, and may be subject to separate legal terms and conditions between you and third parties. The content, recommendations, and data of such External Services are developed and provided by others. In addition, the Services permit access to content, recommendations and data posted, stored, or displayed at the direction of users of the Services, for which, to the fullest extent permitted by law, we do not accept any responsibility or liability.
The Services are for personal use only and may not be used in connection with any commercial endeavours except those that are specifically approved by SAYVR. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from SAYVR even if the Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of this Agreement.
5. TERMINATION
Unless otherwise prohibited by law, and without prejudice to SAYVR’s other rights or remedies, SAYVR shall have the right to immediately terminate (i) your Membership if you breach any of the terms of this Agreement and (ii) any of the Services, in our sole discretion at any time; provided that if you are not in breach of this Agreement, we will provide you with a pro rata refund of any Membership Fee paid by you (where applicable) in advance reflecting the period where you did not benefit from the terminated Services as a result of such termination.
You must maintain an active Membership to continue using the Services. This Agreement and your Membership may be renewed for additional Membership periods pursuant to the Membership purchased. If you do not maintain an active Membership and pay all Membership Fees when due (if Membership Fees are applicable), this Agreement shall terminate.
If you have obtained a free Membership, SAYVR reserves the right at any time to modify or discontinue, temporarily or permanently, such free Membership, your Account and your access to the Services with or without notice. Unless modified or discontinued by SAYVR in its sole discretion, your free Membership shall continue until the end of the applicable free Membership period, or until you cancel or upgrade to a paid Membership.
Unless otherwise stated, all Membership Fees are non-refundable, even if you stop using the Services. Your Membership will begin immediately upon registration of your Membership. In the case of a monthly Membership, you authorize SAYVR to charge your credit card after each one (1) month pre-paid period ends and you may only cancel your monthly Membership after your initial commitment period of 1 month ends. In the case of annual and 24-month Memberships, the initial non-refundable Membership Fee covers the first 12 or 24 months of your Membership (“Initial Membership Fee”), respectively.
If any Membership Fees that are due are outstanding for a period of five (5) days or more, your Account will go into an inactive state. In this inactive state, you will, however, still be able to access any historical data, that is, data which is uploaded prior to your Account entering into an inactive state. Upon appropriate payment, your Account will be reactivated, and you will be able to utilize the full functionality of the Membership.
If SAYVR modifies this Agreement, the Privacy Policy, Content (as defined below) and/or the Services as is provided for in Section 1, and such modification has a material adverse effect on your existing rights, you will be provided with advance notice of such modification along with the option to terminate your Membership. In such instance we will advise you on how you may elect to do so, and in order to inform us of your decision to terminate you must follow the procedures provided for therein.
Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease and your User Content, as defined below, will no longer be available to you through the Services.
6. SUPPORT
We will provide support and maintenance in respect of the SAYVR as may be necessary from time to time.
7. USER CONTENT
The Services may include functionality to permit the submission of your Content, whether manually at the direction of users of the Services or automatically in accordance with your Account settings (“User Content”) and the hosting, sharing, and/or publishing of such User Content. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, without limitation, any user profile information you submit to us and make publicly available, any information collected by the SAYVR, including, without limitation, statistics and measurements, and any information submitted by you to “tag” or “flag” any Services provided by us or activities recorded through the Services. You understand that SAYVR does not guarantee any confidentiality with respect to User Content that you submit or may make available to others.
You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content in accordance with this Agreement and the provision of the Services. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (ii) you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms (i.e., posting User Content to Twitter or Facebook if enabled in your Account’s sharing settings) with our business partners and licensees for informational and analytical purposes. To the extent User Content contains personal data (as defined by the EU General Data Protection Regulation and/or the UK General Data Protection Regulation), the foregoing license is subject to our Privacy Policy. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, if you have permitted such access through your Account settings, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of the Services and under this Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.
In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Services if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Services more than twice. We also reserve the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate your access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.
If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) or the EU Digital Copyright Directive (and any national law implementing the same in the UK or the EU) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of this Agreement (e.g., violations of criminal laws) is: Chief Executive Office, SAYVR, 64 Belvedere Road 64 Belvedere Road, Taunton, England, TA1 1BS. Only notices pursuant to this Section 7 and notices relating to complaints in connection with User Content or violations of this Agreement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be addressed to the address in Section 17.
8. NO MEDICAL OR NUTRITIONAL ADVICE
SAYVR provides the Services for you to, amongst other things, determine the ingredients in your food and the different ways in which to use such ingredients and food. You may choose to follow these recommendations as little or as much as you wish, or you may choose not to follow these recommendations at all. The Services and any results or Content displayed via the Services, whether provided by SAYVR or third parties, do not provide medical or nutritional advice and are not intended to be a substitute for (i) advice from your doctor, nutritionist or other medical professionals, or any diagnosis or treatment or (ii) a visit, call, or consultation with your doctor, nutritionist or other medical professionals. The Services do not and are not intended to diagnose, prevent, monitor, treat or alleviate disease, diagnose, monitor, treat, alleviate or compensate for an injury or handicap, investigate, replace or modify the anatomy of a physiological process, administer medicinal products, or perform any other tasks that constitute the practice of medicine or for other therapeutic purposes, in each case whether as a medical device or otherwise and all Content available through the Services is for general informational purposes only. Use of the Services, or communication with us via the internet, e-mail or any other means, does not create any doctor-patient relationship. If you have any health related questions, please call or see your doctor, nutritionist or other healthcare provider. You should never disregard medical advice or delay in seeking medical advice because of any Content presented on the Services, and you should not use the Services or any Content on the Services for diagnosing or treating a health problem. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet, exercise, consultations, or training program.
9. PAYMENT OF FEES
a. Fees. Only to the extent Membership Fees are applicable, you agree to pay (i) the Membership Fees as described in this Agreement and during the purchase and payment process; and (ii) the non-refundable Initial Membership Fee. Any payment terms presented to you in the process of obtaining your Membership are deemed part of this Agreement and are incorporated herein by reference. For the avoidance of doubt, if it is advertised that no Membership Fees are charged in respect of Membership and/or the Services, this clause shall not be applicable. We will advise you in advance if we decide to change Membership from free to paid versions, and provide you with reasonable advance time to elect whether to accept or reject the paid Membership plans in accordance with the offer made at that point in time.
b. Billing. To the extent applicable. we may collect payments from you directly or we may use a third-party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for your Membership. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for any errors by a Payment Processor. By choosing to purchase a Membership, you agree to pay us, either directly or through a Payment Processor, all Membership Fees and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us, through a Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.
c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Recurring Billing. The Membership payment terms may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Membership Fees have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY, DEPENDING ON YOUR SUBSCRIPTION) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO PROFILE TAB ON SAYVR.
e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT PROFILE TAB ON BYETAPP. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.
f. Auto-Renewal. The Membership will be automatically extended for successive monthly renewal periods in the event you have agreed to a monthly Membership or successive 12 month periods in the event you have agreed to a 12 or 24-month Membership. In the case of an annual or 24-month Membership we will notify you by email at least thirty (30) days prior to such automatic extension taking effect. To change or terminate your Membership, go to the Profile tab on SAYVR. If you terminate your Membership, you may continue to use your Membership until the end of your then-current term and your Membership will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Membership Fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your Membership before the end of the then-current term. Your Membership cannot be terminated before the end of the period for which you have already paid, and except as expressly provided for in these terms, BYETAPP will not refund any amounts that you have already paid.
g. Reaffirmation of Authorization. Your non-termination or continued use of your Membership reaffirms that we are authorized to charge your Payment Method for that Membership (to the extent applicable). We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance or as otherwise described when you initially selected to purchase the Membership.
10. COMPENSATION
You agree to compensate and reimburse us on demand for any losses, including without limitation reasonable legal and accounting fees, arising out of or in connection with or resulting from (i) your User Content, (ii) your breach of this Agreement, (iii) your uploading or misuse of the Content or the Services, or (iv) your violation of applicable law in respect of your use of the Services. We reserve the right to assume the exclusive defence and control of any matter which is subject to this section. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matter.
11. DISCLAIMER OF WARRANTY
To the extent as may be applicable in the event that you are deemed to be a consumer in respect of the Services, you have certain rights under law and nothing in this Agreement can, or is intended to, limit or remove these rights. We don’t exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so, including for faulty or misdescribed goods.
We have taken every reasonable care in the provision of the Services. However, to the extent permitted under applicable law, the Services and Content are provided on an “as is” and “as available” basis without any express or implied warranties or conditions of any kind. We hereby disclaim all implied warranties and conditions to the fullest extent permitted by law, including, but not limited to, the warranty of merchantability, non infringement of third parties’ rights, and fitness for a particular purpose.
To the fullest extent permitted by law, we, our affiliates, our partners, and our and their respective officers, directors, employees, agents, suppliers, or licensors, make no warranties or representations about the content (including the user Content) or Services, including but not limited to accuracy, reliability, completeness, timeliness, or reliability.
To the fullest extent permitted by law, neither we nor our affiliates or partners shall be subject to liability for truth, accuracy, or completeness of any information conveyed to users of the Services or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. Further, we make no warranty that the Services will be available error free or that the Services or the Content are free of computer viruses or similar contamination or destructive features. If your use of the Services or the Content results in the need for servicing or replacing equipment or data, we shall not be responsible for those costs. You agree that your use the Services and the content at your own risk.
12. AI TECHNOLOGY
a. Artificial intelligence technology (“AI Technology”) is new and evolving. Some AI Technology, including third party large language model’s (“LLM”) made available through the Services, allow users to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information through the Services (“Output”).
b. You acknowledge and agree that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI Technology and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.
c. You will use independent judgement and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional.
d. To the fullest extent permitted by law, SAYVR bears no liability to you or anyone else arising from or relating to your use of AI Technology.
13. LIMITATION OF LIABILITY
To the extent we are allowed under applicable law to limit our liability, our liability to you for our failure to perform the Services with reasonable skill and care is limited to the total Membership Fees paid by you or one hundred British pounds (whichever is the greater), and for any other loss or damage you suffer, whether direct or indirect (including, without limitation, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Services and/or the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, our liability is limited to one hundred British pounds.
In some jurisdictions, consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in this Agreement may not apply in whole or in part. We do not seek to exclude or limit our liability for death or personal injury caused by our negligence, or for any other liability that cannot be excluded of restricted by applicable law.
14. CHANGES TO SERVICES
The Services may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try as far as is reasonably possible to give you notice when we make a material change to the Services, however commercial realities may render this not reasonably possible or practical at times. Furthermore, we reserve the right to remove any Content or User Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.
15. LINKS AND VIRUSES
SAYVR may contain links to third party websites or resources. Such links do not constitute endorsements by SAYVR of any third party websites accessible through such links, their content or any products or services made available thereon. You agree and acknowledge that SAYVR is not responsible or liable for any content or related materials contained on any of these third party websites.
We do not guarantee that SAYVR will be secure or free from bugs or viruses. You are responsible for configuring your information technology, programs and hardware to access BYYEAPP. You should use your own virus protection software. You must not misuse SAYVR by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with SAYVR or any part of it. You must not interfere with, damage or disrupt any software used in the provision of SAYVR or any equipment or network or software owned or used by any third party on which SAYVR relies in any way. You must not attack SAYVR via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use SAYVR will cease immediately.
16. GENERAL
a. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, provided we ensure such assignment does not affect your rights under this Agreement. This Agreement will inure to the benefit of our successors and permitted assigns.
b. Governing Law; Venue. This Agreement, and any disputes arising out of or in connection with them (including non-contractual disputes), are governed by English law and the English courts have exclusive jurisdiction in respect of legal proceedings in relation to the Services or this Agreement. If you live outside of the United Kingdom, this Agreement, and any disputes arising out of or in connection with them (including non-contractual disputes), are still governed by English law, and legal proceedings in respect of the Services or this Agreement must still be brought in the English courts.
c. Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
d. Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
e. Entire Agreement. Except as expressly agreed by us and you, this Agreement, the Privacy Policy and any other terms presented to you on or before you create your Account and pay Membership Fees constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
f. Headings. The section headings are provided merely for convenience and shall not be given any legal import.
g. Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Compensation, Disclaimer of Warranty and Limitation of Liability, and General.
h. Third Party Distribution Channels. SAYVR offers software applications (“Software”) that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with a third-party branded product (such Software, “Third-Party Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:
SAYVR and you acknowledge that this Agreement is concluded between SAYVR and you only, and not with the third-party in respect of that applicable Third-Party Enabled Software (“Third-Party Software Provider”);
You may not use the Third-Party Enabled Software in any manner that is in violation of or inconsistent with the usage rules and/or terms set forth by a Third-Party Enabled Software, or otherwise be in conflict with, the respective Distribution Channels’ terms of service;
Your license to use the Third-Party Enabled Software is limited to a non-exclusive, revocable, non-transferable license to use the Third-Party Enabled Software on an authorised product that you own or control, as permitted by the usage rules and/or terms set forth in the respective Distribution Channels’ terms of service;
SAYVR has no obligation whatsoever to you to provide any maintenance or support services with respect to the Third-Party Enabled Software;
In the event of any failure of the Third-Party Enabled Software to conform to any applicable warranty, you may notify the respective Distribution Channel and/or Third-Party Software Provider for an appropriate remedy;
17. CONTACT
If you have any questions regarding the Services, please contact SAYVR at sam@sayvr.ai. Our mailing address is 64 Belvedere Road 64 Belvedere Road, Taunton, England, TA1 1BS.
Schedule 1
Privacy Policy
SAYVR TERMS OF USE
By subscribing for the Services (as defined below) offered by Sayvr Limited (“us”, “we”, “our” or “SAYVR”) you acknowledge that you have carefully read and agree to the following terms of use (“Agreement”).
This Agreement sets forth the legally binding terms and conditions for your use of the SAYVR and the SAYVR subscription service(s) (“Subscription” or “Membership”), and the services, features, content, websites (or other linked pages) or applications offered, from time to time, by SAYVR in connection therewith (collectively, the “Service(s)”).
In this Agreement “you” and “your” refer to the person accessing or using the Services pursuant to and engaging with the SAYVR.
By accessing and using the Service in any manner, you acknowledge and agree that you have read, understood, and agree to be bound by this Agreement and the SAYVR Privacy Policy annexed to this Agreement at Schedule 1 (the “Privacy Policy”), which is incorporated into this Agreement by this reference. By way of your use of the Services you indicate your acknowledgement and agreement in full of the terms of the Agreement and the Privacy Policy, and your use of the Services is subject to the terms of this Agreement and the Privacy Policy.
THE FOLLOWING MATERIAL TERMS OF THIS AGREEMENT ARE OF PARTICULAR IMPORTANCE TO YOU: (I) TERMINATION OF THIS AGREEMENT, MEMBERSHIP AUTOMATICALLY RENEWED AND ANY ASSOCIATED PAYMENT OBLIGATIONS (SECTIONS 5 AND 9); (II) ABSENCE OF ANY MEDICAL OR NUTRITIONAL ADVICE PROVIDED TO YOU PURSUANT TO THE SERVICES (SECTION 8); (III) DISCLAIMERS (SECTION 11); AND (IV) LIMITATION OF OUR LIABILITY TO YOU (SECTION 13).
1. INTRODUCTION
By way of a summary, by engaging the Services SAYVR is able (i) suggest recipes from selected ingredients, (ii) deconstruct dishes posted to SAYVR to identify the ingredients contained therein, and (iii) track, rate and save your favourite dishes for your records, along with related functionalities. SAYVR may modify this Agreement, the Privacy Policy, Content (as defined below) and/or the Services at any time and such modification will be effective upon posting such modifications to the Services. We will endeavour to provide you with reasonable advance notice of any such modification that has a material adverse effect on your rights provided for in this Agreement, but no less than 30 days advance notice, following which you will have an opportunity to terminate your Membership in accordance with the procedure set out in Section 5. In the absence of such notification and by continuing to access or use the Services after such modification, you are agreeing to be bound by the modified Agreement, Privacy Policy, Content (as defined below) and/or the Services, as applicable.
2. REGISTRATION
In order to use the Services and Membership, you must create an account on SAYVR (an “Account”), an if applicable pay any subscription fees (“Membership Fees”) when due, . SAYVR permits a once-off use of the Service upon downloading SAYVR without creating an Account. You agree to provide true, accurate and complete information and keep your Account information current and updated. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account password confidential and secure. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account in accordance with the procedures provided for on the SAYVR. SAYVR will not be liable for any loss or damage arising pursuant to a breach of this Section.
3. ELIGIBILITY
You represent and warrant that you have the legal capacity and are duly authorised, in accordance with applicable law, to enter into this Agreement and to engage the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
4. USE OF THE SERVICES
SAYVR software, text, graphics, images, video, audio, data and other material are made available to you through the Services (collectively referred to as the “Content”). The Services and Content may include proprietary and third party advanced technologies, such as artificial intelligence, machine learning systems, and similar technology and features (together, “AI Technology”), including third party large language models (“LLM”). Subject to this Agreement and your Membership, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to (i) access and use (i.e., to download and display locally) the Content and the software and applications made available through the Services and (ii) use the software embedded within the SAYVR, in each case solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purposes other than using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our licensors, partners, sponsors, or affiliates. The Content may be protected by applicable intellectual property laws and rights. Unauthorized use of the Content may violate copyright, trademark, and other laws and rights. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.
Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.
The Services include access to links to, and content, recommendations and data from, third-party websites, products and services (“External Services”). The External Services may include AI Technology, including LLM. These External Services are provided solely as a convenience to you, are not an endorsement by us of the content, recommendations, and data on or made available through such External Services, and may be subject to separate legal terms and conditions between you and third parties. The content, recommendations, and data of such External Services are developed and provided by others. In addition, the Services permit access to content, recommendations and data posted, stored, or displayed at the direction of users of the Services, for which, to the fullest extent permitted by law, we do not accept any responsibility or liability.
The Services are for personal use only and may not be used in connection with any commercial endeavours except those that are specifically approved by SAYVR. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from SAYVR even if the Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of this Agreement.
5. TERMINATION
Unless otherwise prohibited by law, and without prejudice to SAYVR’s other rights or remedies, SAYVR shall have the right to immediately terminate (i) your Membership if you breach any of the terms of this Agreement and (ii) any of the Services, in our sole discretion at any time; provided that if you are not in breach of this Agreement, we will provide you with a pro rata refund of any Membership Fee paid by you (where applicable) in advance reflecting the period where you did not benefit from the terminated Services as a result of such termination.
You must maintain an active Membership to continue using the Services. This Agreement and your Membership may be renewed for additional Membership periods pursuant to the Membership purchased. If you do not maintain an active Membership and pay all Membership Fees when due (if Membership Fees are applicable), this Agreement shall terminate.
If you have obtained a free Membership, SAYVR reserves the right at any time to modify or discontinue, temporarily or permanently, such free Membership, your Account and your access to the Services with or without notice. Unless modified or discontinued by SAYVR in its sole discretion, your free Membership shall continue until the end of the applicable free Membership period, or until you cancel or upgrade to a paid Membership.
Unless otherwise stated, all Membership Fees are non-refundable, even if you stop using the Services. Your Membership will begin immediately upon registration of your Membership. In the case of a monthly Membership, you authorize SAYVR to charge your credit card after each one (1) month pre-paid period ends and you may only cancel your monthly Membership after your initial commitment period of 1 month ends. In the case of annual and 24-month Memberships, the initial non-refundable Membership Fee covers the first 12 or 24 months of your Membership (“Initial Membership Fee”), respectively.
If any Membership Fees that are due are outstanding for a period of five (5) days or more, your Account will go into an inactive state. In this inactive state, you will, however, still be able to access any historical data, that is, data which is uploaded prior to your Account entering into an inactive state. Upon appropriate payment, your Account will be reactivated, and you will be able to utilize the full functionality of the Membership.
If SAYVR modifies this Agreement, the Privacy Policy, Content (as defined below) and/or the Services as is provided for in Section 1, and such modification has a material adverse effect on your existing rights, you will be provided with advance notice of such modification along with the option to terminate your Membership. In such instance we will advise you on how you may elect to do so, and in order to inform us of your decision to terminate you must follow the procedures provided for therein.
Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease and your User Content, as defined below, will no longer be available to you through the Services.
6. SUPPORT
We will provide support and maintenance in respect of the SAYVR as may be necessary from time to time.
7. USER CONTENT
The Services may include functionality to permit the submission of your Content, whether manually at the direction of users of the Services or automatically in accordance with your Account settings (“User Content”) and the hosting, sharing, and/or publishing of such User Content. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, without limitation, any user profile information you submit to us and make publicly available, any information collected by the SAYVR, including, without limitation, statistics and measurements, and any information submitted by you to “tag” or “flag” any Services provided by us or activities recorded through the Services. You understand that SAYVR does not guarantee any confidentiality with respect to User Content that you submit or may make available to others.
You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content in accordance with this Agreement and the provision of the Services. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (ii) you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms (i.e., posting User Content to Twitter or Facebook if enabled in your Account’s sharing settings) with our business partners and licensees for informational and analytical purposes. To the extent User Content contains personal data (as defined by the EU General Data Protection Regulation and/or the UK General Data Protection Regulation), the foregoing license is subject to our Privacy Policy. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, if you have permitted such access through your Account settings, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of the Services and under this Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.
In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Services if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Services more than twice. We also reserve the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate your access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.
If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) or the EU Digital Copyright Directive (and any national law implementing the same in the UK or the EU) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of this Agreement (e.g., violations of criminal laws) is: Chief Executive Office, SAYVR, 64 Belvedere Road 64 Belvedere Road, Taunton, England, TA1 1BS. Only notices pursuant to this Section 7 and notices relating to complaints in connection with User Content or violations of this Agreement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be addressed to the address in Section 17.
8. NO MEDICAL OR NUTRITIONAL ADVICE
SAYVR provides the Services for you to, amongst other things, determine the ingredients in your food and the different ways in which to use such ingredients and food. You may choose to follow these recommendations as little or as much as you wish, or you may choose not to follow these recommendations at all. The Services and any results or Content displayed via the Services, whether provided by SAYVR or third parties, do not provide medical or nutritional advice and are not intended to be a substitute for (i) advice from your doctor, nutritionist or other medical professionals, or any diagnosis or treatment or (ii) a visit, call, or consultation with your doctor, nutritionist or other medical professionals. The Services do not and are not intended to diagnose, prevent, monitor, treat or alleviate disease, diagnose, monitor, treat, alleviate or compensate for an injury or handicap, investigate, replace or modify the anatomy of a physiological process, administer medicinal products, or perform any other tasks that constitute the practice of medicine or for other therapeutic purposes, in each case whether as a medical device or otherwise and all Content available through the Services is for general informational purposes only. Use of the Services, or communication with us via the internet, e-mail or any other means, does not create any doctor-patient relationship. If you have any health related questions, please call or see your doctor, nutritionist or other healthcare provider. You should never disregard medical advice or delay in seeking medical advice because of any Content presented on the Services, and you should not use the Services or any Content on the Services for diagnosing or treating a health problem. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet, exercise, consultations, or training program.
9. PAYMENT OF FEES
a. Fees. Only to the extent Membership Fees are applicable, you agree to pay (i) the Membership Fees as described in this Agreement and during the purchase and payment process; and (ii) the non-refundable Initial Membership Fee. Any payment terms presented to you in the process of obtaining your Membership are deemed part of this Agreement and are incorporated herein by reference. For the avoidance of doubt, if it is advertised that no Membership Fees are charged in respect of Membership and/or the Services, this clause shall not be applicable. We will advise you in advance if we decide to change Membership from free to paid versions, and provide you with reasonable advance time to elect whether to accept or reject the paid Membership plans in accordance with the offer made at that point in time.
b. Billing. To the extent applicable. we may collect payments from you directly or we may use a third-party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for your Membership. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for any errors by a Payment Processor. By choosing to purchase a Membership, you agree to pay us, either directly or through a Payment Processor, all Membership Fees and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us, through a Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.
c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Recurring Billing. The Membership payment terms may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Membership Fees have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY, DEPENDING ON YOUR SUBSCRIPTION) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO PROFILE TAB ON SAYVR.
e. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT PROFILE TAB ON BYETAPP. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.
f. Auto-Renewal. The Membership will be automatically extended for successive monthly renewal periods in the event you have agreed to a monthly Membership or successive 12 month periods in the event you have agreed to a 12 or 24-month Membership. In the case of an annual or 24-month Membership we will notify you by email at least thirty (30) days prior to such automatic extension taking effect. To change or terminate your Membership, go to the Profile tab on SAYVR. If you terminate your Membership, you may continue to use your Membership until the end of your then-current term and your Membership will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Membership Fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your Membership before the end of the then-current term. Your Membership cannot be terminated before the end of the period for which you have already paid, and except as expressly provided for in these terms, BYETAPP will not refund any amounts that you have already paid.
g. Reaffirmation of Authorization. Your non-termination or continued use of your Membership reaffirms that we are authorized to charge your Payment Method for that Membership (to the extent applicable). We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance or as otherwise described when you initially selected to purchase the Membership.
10. COMPENSATION
You agree to compensate and reimburse us on demand for any losses, including without limitation reasonable legal and accounting fees, arising out of or in connection with or resulting from (i) your User Content, (ii) your breach of this Agreement, (iii) your uploading or misuse of the Content or the Services, or (iv) your violation of applicable law in respect of your use of the Services. We reserve the right to assume the exclusive defence and control of any matter which is subject to this section. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matter.
11. DISCLAIMER OF WARRANTY
To the extent as may be applicable in the event that you are deemed to be a consumer in respect of the Services, you have certain rights under law and nothing in this Agreement can, or is intended to, limit or remove these rights. We don’t exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so, including for faulty or misdescribed goods.
We have taken every reasonable care in the provision of the Services. However, to the extent permitted under applicable law, the Services and Content are provided on an “as is” and “as available” basis without any express or implied warranties or conditions of any kind. We hereby disclaim all implied warranties and conditions to the fullest extent permitted by law, including, but not limited to, the warranty of merchantability, non infringement of third parties’ rights, and fitness for a particular purpose.
To the fullest extent permitted by law, we, our affiliates, our partners, and our and their respective officers, directors, employees, agents, suppliers, or licensors, make no warranties or representations about the content (including the user Content) or Services, including but not limited to accuracy, reliability, completeness, timeliness, or reliability.
To the fullest extent permitted by law, neither we nor our affiliates or partners shall be subject to liability for truth, accuracy, or completeness of any information conveyed to users of the Services or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. Further, we make no warranty that the Services will be available error free or that the Services or the Content are free of computer viruses or similar contamination or destructive features. If your use of the Services or the Content results in the need for servicing or replacing equipment or data, we shall not be responsible for those costs. You agree that your use the Services and the content at your own risk.
12. AI TECHNOLOGY
a. Artificial intelligence technology (“AI Technology”) is new and evolving. Some AI Technology, including third party large language model’s (“LLM”) made available through the Services, allow users to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information through the Services (“Output”).
b. You acknowledge and agree that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect to AI Technology and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.
c. You will use independent judgement and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional.
d. To the fullest extent permitted by law, SAYVR bears no liability to you or anyone else arising from or relating to your use of AI Technology.
13. LIMITATION OF LIABILITY
To the extent we are allowed under applicable law to limit our liability, our liability to you for our failure to perform the Services with reasonable skill and care is limited to the total Membership Fees paid by you or one hundred British pounds (whichever is the greater), and for any other loss or damage you suffer, whether direct or indirect (including, without limitation, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Services and/or the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, our liability is limited to one hundred British pounds.
In some jurisdictions, consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in this Agreement may not apply in whole or in part. We do not seek to exclude or limit our liability for death or personal injury caused by our negligence, or for any other liability that cannot be excluded of restricted by applicable law.
14. CHANGES TO SERVICES
The Services may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try as far as is reasonably possible to give you notice when we make a material change to the Services, however commercial realities may render this not reasonably possible or practical at times. Furthermore, we reserve the right to remove any Content or User Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.
15. LINKS AND VIRUSES
SAYVR may contain links to third party websites or resources. Such links do not constitute endorsements by SAYVR of any third party websites accessible through such links, their content or any products or services made available thereon. You agree and acknowledge that SAYVR is not responsible or liable for any content or related materials contained on any of these third party websites.
We do not guarantee that SAYVR will be secure or free from bugs or viruses. You are responsible for configuring your information technology, programs and hardware to access BYYEAPP. You should use your own virus protection software. You must not misuse SAYVR by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise harmfully interacting with SAYVR or any part of it. You must not interfere with, damage or disrupt any software used in the provision of SAYVR or any equipment or network or software owned or used by any third party on which SAYVR relies in any way. You must not attack SAYVR via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use SAYVR will cease immediately.
16. GENERAL
a. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, provided we ensure such assignment does not affect your rights under this Agreement. This Agreement will inure to the benefit of our successors and permitted assigns.
b. Governing Law; Venue. This Agreement, and any disputes arising out of or in connection with them (including non-contractual disputes), are governed by English law and the English courts have exclusive jurisdiction in respect of legal proceedings in relation to the Services or this Agreement. If you live outside of the United Kingdom, this Agreement, and any disputes arising out of or in connection with them (including non-contractual disputes), are still governed by English law, and legal proceedings in respect of the Services or this Agreement must still be brought in the English courts.
c. Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
d. Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
e. Entire Agreement. Except as expressly agreed by us and you, this Agreement, the Privacy Policy and any other terms presented to you on or before you create your Account and pay Membership Fees constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
f. Headings. The section headings are provided merely for convenience and shall not be given any legal import.
g. Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Compensation, Disclaimer of Warranty and Limitation of Liability, and General.
h. Third Party Distribution Channels. SAYVR offers software applications (“Software”) that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Agreement is between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with a third-party branded product (such Software, “Third-Party Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:
SAYVR and you acknowledge that this Agreement is concluded between SAYVR and you only, and not with the third-party in respect of that applicable Third-Party Enabled Software (“Third-Party Software Provider”);
You may not use the Third-Party Enabled Software in any manner that is in violation of or inconsistent with the usage rules and/or terms set forth by a Third-Party Enabled Software, or otherwise be in conflict with, the respective Distribution Channels’ terms of service;
Your license to use the Third-Party Enabled Software is limited to a non-exclusive, revocable, non-transferable license to use the Third-Party Enabled Software on an authorised product that you own or control, as permitted by the usage rules and/or terms set forth in the respective Distribution Channels’ terms of service;
SAYVR has no obligation whatsoever to you to provide any maintenance or support services with respect to the Third-Party Enabled Software;
In the event of any failure of the Third-Party Enabled Software to conform to any applicable warranty, you may notify the respective Distribution Channel and/or Third-Party Software Provider for an appropriate remedy;
17. CONTACT
If you have any questions regarding the Services, please contact SAYVR at sam@sayvr.ai. Our mailing address is 64 Belvedere Road 64 Belvedere Road, Taunton, England, TA1 1BS.
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