GENERAL CONDITIONS

Subscription

means the package of monthly Credits (as defined below) purchased by the User for the use of Advanced Services offered by the Platform (Starter, Pro or Studio plans);

Account

means the personal and private profile created by the User during Registration (as defined below), through which they can access the Platform and Services;

Fees

means all fees due by the User to NUTRIBOT, including the fee due for renewals;

Generated Content

means data, texts, diet plans, nutritional analyses, AI assistant responses and/or any other information that is automatically generated by the Platform, including through artificial intelligence systems, based on the Input provided by the User;

Access Credentials

means the User's access data consisting of email and password, used for authentication via a third-party authentication provider;

Credits

means virtual units that can be purchased by the User and spent on the Platform to use the non-free Services provided by NUTRIBOT;

Input

means data, texts, images, patient records, Health Data, instructions to the AI Assistant and/or other content provided by the User to the Platform;

AI Assistant

means the multi-agent conversational system based on artificial intelligence integrated into the Platform, which can, including but not limited to: consult patient data, provide analyses and suggestions, draft diet plan proposals, create events in the User's calendar, as well as perform other actions made available through Platform updates. All Content Generated by the AI Assistant is intended exclusively for the User and is never transmitted directly to patients;

Health Data

means personal data relating to the physical or mental health of an individual (art. 9 GDPR), including pathological and family medical history, pharmacological therapies, blood test values, body measurements, food intolerances, gastrointestinal health data, gynecological health data, eating disorder history, and body photos for measurements;

Platform

means the digital environment accessible through authentication at the website www.nutribot.it;

Registration

means the procedure through which the User provides their data (name, surname, email, phone, password, VAT number), completes email verification via OTP code, and creates the Account necessary to access the Platform and related Services;

Services

means any of the Services provided by NUTRIBOT within the Platform and listed in the following article 2 of these General Conditions;

Basic Services

means the Services offered to the User by the Platform freely and without the use of Credits;

Advanced Services

means the paid Services offered by the Platform and usable by the User against the use of their previously purchased Credits;

Nutribot Team

means NUTRIBOT's operational team dedicated to customer support;

User

means the nutrition professional (nutritionist, dietician, food science professional or other health professional) who has completed the Registration and who uses the Platform in the exercise of their professional activity and not as a consumer.

Access

Access to the Platform can take place via personal computer (from the website www.nutribot.it) or mobile device and will be allowed to the User only after Registration and acceptance of these General Conditions. Where necessary, the User must be in possession of the legal requirements required by their Country to access the Platform, including the minimum age required therein.

Registration

The User during Registration must provide accurately and completely the required information (name, surname, email, phone, password, VAT number) and complete email verification via OTP code, so that their Access Credentials are activated. The User guarantees the accuracy of the data provided during registration, including any personal and company data, exempting NUTRIBOT from any control.

Use of Access Credentials

Access Credentials are personal and non-transferable. The User cannot share their account credentials or make it available to third parties and is responsible for all activities carried out through their account.

Loss of Access Credentials

In case of loss of Credentials, the User will be provided with new Credentials through the "password recovery" system available on the Platform.

Technical requirements

For Registration and for the use of the Platform and all Services, the User must have the following technical requirements:

• a computer with Windows or MacOS operating system or a mobile device with Android or iOS operating system
• an up-to-date web browser
• active and adequate internet connection
• a valid email address
• for the remote measurement service: a device with a camera (the User's patient must have a smartphone with a camera to capture the photographs necessary for measurement)

NUTRIBOT will not be responsible in any way in case of malfunction or incorrect functioning of the Platform and/or Services where the User or their patients do not have all the technical requirements listed above.

Purpose

The Services provided by NUTRIBOT and made available to the User on the Platform pursue the main purpose of supporting, simplifying and improving the performance of the User's professional activity operating in the nutritional consultancy sector through data processing, AI-powered diet plan generation, patient management, remote anthropometric measurements, blood test monitoring, appointment management and AI chatbot assistance.

Excluded activities

NUTRIBOT's Services and, more generally the Platform, do not pursue the purpose of replacing the User in carrying out their professional activity and therefore the User remains the only subject responsible for the execution of such activity, including the verification of all Content Generated by the Platform before its use with their patients.

Application

These General Conditions apply to and govern the provision of any Service provided to the User by the Platform.

List of Services

These General Conditions govern the use of NUTRIBOT's Platform and all related functionalities, including:

• the complete management of the User's patient data and medical history records (personal data, pathological and family medical history, food habits, physical activity, quality of life, gynecological health)
• the automated generation of personalized diet plans through artificial intelligence systems (4-phase pipeline: patient analysis, dietary limits definition, daily schedule, weekly menu), with the option to download in PDF and DOCX format and send via email to the User
• the remotization of the patient anthropometric measurement process through a specialized third-party computer vision provider, with the sending of the measurement link to the patient via email at the User's initiative. This communication constitutes the only email sent by the Platform directly to the patient
• the recording and monitoring of patient blood test values (50+ blood parameters) with historical tracking and trend visualization
• the management of the appointment calendar, with the option for bidirectional integration with an external calendar service via OAuth2 authentication
• the conversational AI Assistant, a multi-agent system based on artificial intelligence that can, including but not limited to: consult patient data, provide analyses and suggestions, draft diet plan proposals, create events in the User's calendar, as well as perform other actions made available through Platform updates. All Content Generated by the AI Assistant is intended exclusively for the User
• the analytics dashboard with statistics on professional practice (new patient trends, patient age and gender distribution)
• the in-app notification system and transactional email communications intended for the User (diet completion notifications, measurements, payment confirmations, OTP verification). No notification or communication is sent by the Platform to the User's patients, except for the measurement link referred to in the previous point

Use of Services

Access to the Platform is free and subject only to the successful outcome of the Registration procedure. The Platform makes available to the User a limited use of the Services offered against simple Registration (free plan). For full access to Advanced Services, a paid Subscription is required (Starter, Pro or Studio plans).

Third party services

For the delivery of Services, the Platform uses specialized third-party providers, including: third-party artificial intelligence providers for AI processing, a third-party computer vision provider for remote anthropometric measurements, a third-party payment processor for payment management, third-party providers for authentication, calendar and content translation. The updated list of providers is available in the Privacy Policy. The User accepts that the data necessary for the delivery of Services may be transmitted to such providers in compliance with current data protection regulations, as specified in the Privacy Policy. NUTRIBOT disclaims any responsibility for malfunctions, unavailability or modifications to third-party services beyond its control.

Usage policies

In using the Services offered by NUTRIBOT on the Platform, the User undertakes to comply with all applicable laws as well as any guidelines, regulations, guides or usage policies that NUTRIBOT should make available to the User.

Prohibited activities

The User cannot and undertakes not to use NUTRIBOT's Services to pursue illegal, harmful or abusive activities. The User is not allowed, by way of example but not exhaustively:

• use the Services in a way that infringes and/or violates the rights of third parties
• modify, copy and/or license, sell and/or distribute the Services as well as data entered or otherwise present on the Platform
• decode and/or help third parties to decode, decompose or discover the source code or components underlying the Services
• circumvent or evade the limitations introduced by NUTRIBOT in the use of Services, including Credit limits and Subscription plan restrictions
• copy and/or improperly appropriate NUTRIBOT's software or part of the software
• use the AI Assistant and/or other chat systems present on the Platform for purposes unrelated to the professional purpose of the Platform, or to attempt to extract information about internal systems, source code or operational instructions of the artificial intelligence
• enter Health Data of patients into the Platform without having previously obtained the necessary authorizations and consents required by current data protection regulations (GDPR)

Hold harmless and liability

The User undertakes to hold harmless and/or hold NUTRIBOT harmless from any liability arising from improper, harmful, unauthorized or unlawful uses of the Services and the Platform, including any liability arising from the entry of patient Health Data without the necessary consents.

Access Credentials

The User is responsible for all activities and/or use of the Platform's Services, carried out by anyone, if referable to their Access Credentials, except for having promptly reported to NUTRIBOT the theft or loss of the latter.

Input

The User is responsible for all Input entered on the Platform, including the Health Data of their patients, messages sent through the AI Assistant and instructions for the generation of Generated Content.

Generated Content

The User acknowledges that the Content Generated by the Platform (including diet plans, nutritional analyses, AI Assistant responses) is processed through artificial intelligence systems based on the Input provided by the User and may contain inaccuracies, errors or information not suitable for the specific case.

Use

The User is solely responsible for all uses and processing of Generated Content and other data provided and present on the Platform, the evaluation of their accuracy, suitability and adequacy for the purpose for which they are used. In particular, the User is required to always verify the diet plans and other Generated Content produced by AI before using them or delivering them to their patients.

Exclusive User responsibility

The User declares themselves solely responsible for any damage arising to third parties for the Input entered, for the use of Content Generated by the Platform and for any communications the User decides to send to their patients based on Content Generated by the Platform.

Responsibility in using the AI Assistant

The User acknowledges and accepts that the AI Assistant can, on their instruction, perform actions on their behalf such as creating calendar events and generating content. All Content Generated by the AI Assistant is intended exclusively for the User; the AI Assistant never sends communications directly to the User's patients. The User is solely responsible for the instructions given to the AI Assistant, the use of Generated Content and its possible transmission to patients. The User undertakes to verify Generated Content from the AI Assistant before using it. NUTRIBOT will not be responsible for actions performed by the AI Assistant on the User's instruction nor for the use the User makes of Generated Content.

Duration

The duration of these General Conditions runs from the date on which the User has completed the Registration procedure and runs until the cancellation, for any reason, of the User's Account.

Automatic renewal

If the User has subscribed to a Subscription with monthly purchase of Credits, the latter will automatically renew for successive periods of equal duration, unless the User cancels through the methods indicated in the following point 4.3.

Cancellation

The User may at any time cancel the automatic renewal of their Subscription through the appropriate function available in the "Settings" section of the Platform. The cancellation will take effect at the expiry of the current Subscription period, during which the User may continue to use the Services. Alternatively, the User may communicate their intention to cancel through written communication to the addresses indicated in the communications article.

Subscription plan changes

The User may upgrade or downgrade their Subscription plan through the Platform. In case of upgrade, the price difference will be charged immediately in proportion to the remaining days of the current period. In case of downgrade, NUTRIBOT may grant the User a proportional credit for the remaining days, where technically feasible and calculable, to be applied to the next invoice.

Account Deletion

The User may request the permanent deletion of their Account through the appropriate function in the "Settings" section of the Platform. Following the request, a grace period of 30 (thirty) days is provided, during which the User may revoke the request. At the end of this period, all User data (including patient data, diets, measurements, blood tests, AI conversations, payment history, calendar events) will be permanently and irreversibly deleted.

Payments

The User undertakes and agrees to pay all Fees accrued by NUTRIBOT following the subscription of the Subscription and purchases made by the User on the Platform. Payments are processed through a third-party payment processor. NUTRIBOT does not directly store User credit card data.

Price changes

All changes to the prices shown in the updated catalog on the Platform will be communicated in writing to the User and the new prices will be effective from the fourteenth day following their communication, except for Subscriptions already in progress which will be updated at the next renewal.

Payment method

The User who has subscribed a Subscription undertakes to pay what is agreed in the manner and terms provided. In case of automatic renewal of the Subscription, NUTRIBOT is authorized by the User to proceed with the monthly payment through the payment method stored by the User with the payment processor at the time of subscribing the Subscription.

Invoicing

For each payment made, the payment processor will issue an invoice that can be viewed and downloaded in PDF format from the "Payments and invoices" section of the Platform. Invoices will include the application of VAT where required by current legislation.

Refund

Fees paid by the User for the purchase of a Subscription are in no case refundable, except as provided by art. 9.1 in case of withdrawal by NUTRIBOT.

Platform availability

NUTRIBOT endeavors to make the Platform available for at least 99% of the time on a monthly basis. This target does not constitute a binding contractual obligation or a guarantee of result. Scheduled maintenance interventions and/or Platform malfunctions not attributable to intent or gross negligence by NUTRIBOT will not be counted for the purposes of this calculation. Except in cases of intent or gross negligence, NUTRIBOT shall not be liable for any unavailability of the Platform.

Technical support

NUTRIBOT endeavors to provide a support service for reports, bugs or technical problems, approximately on working days during business hours, at the email address indicated in the communications article. This service is provided without any guarantee of response or resolution times.

Usage Guidelines

The User undertakes to comply with usage policies, regulations, guides and any other documentation and/or guideline communicated to the User and/or published by NUTRIBOT on the Platform.

Technical error reporting

The User has the right to report to NUTRIBOT any errors, anomalies and/or malfunctions found in the use of Services and the Platform. Reports must be sent through the official support channels indicated within the Platform or to the contacts indicated in these General Conditions and must contain a clear and detailed description of the error found.

Intellectual property of Services and Platform

All intellectual property rights relating to Services and the Platform, including by way of example and not exhaustively software, algorithms, artificial intelligence models, system prompts, interfaces, graphics, technical documentation and any other material connected to the operation or provision of Services and the Platform, are and remain the exclusive property of NUTRIBOT.

License to use Services and Platform

This Contract does not transfer nor grant the User any intellectual property right on Services, on the Platform or on any of their components, but only a limited, non-exclusive and non-transferable right to use the Services and the Platform within the limits and for the purposes provided by these General Conditions.

User's property

All data, content, requests, instructions or other materials provided by the User as Input for the use of the service, as well as the Content Generated by the Platform based on the Input, remain the exclusive property of the User, within the limits provided by law.

License to use Input and Generated Content

The User grants NUTRIBOT a non-exclusive, worldwide, free license to use the Input, in anonymized and/or pseudonymized form, solely for maintenance, analysis, training and improvement purposes of Services, also through automated and machine learning techniques. The User grants NUTRIBOT a non-exclusive, worldwide, free license to use Generated Content, in anonymized form, also for statistical analysis, benchmarking and development of new services, without this implying any obligation of compensation, indemnity and/or recognition towards the User. Such license shall be deemed revoked upon deletion of the User's Account, except for data already irreversibly anonymized. It is understood that NUTRIBOT endeavors to ensure that the Health Data of the User's patients is processed, to the extent technically feasible, in anonymized and/or pseudonymized form for the purposes of this article.

Input

NUTRIBOT will not be responsible for errors in Generated Content, arising from incomplete, incorrect, ambiguous and/or inconsistent Input provided by the User for the use of the Platform and Services.

Service interruptions

NUTRIBOT will not be responsible for interruptions caused by events not attributable to intent or gross negligence by NUTRIBOT (by way of example, due to malfunctions of the cloud system, AI service providers, third-party measurement services and/or external Internet connections), for force majeure or determined by fortuitous case.

Generated Content

NUTRIBOT, disclaiming all responsibility in this regard, does not guarantee the correctness, completeness, accuracy and reliability of Generated Content based on the Input entered by the User, including diet plans generated by AI, AI Assistant responses and nutritional analyses, which must therefore always be verified by the User themselves before any use or disclosure to their patients.

Exclusion of liability on use of Generated Content

Except in cases of intent or gross negligence by NUTRIBOT, NUTRIBOT disclaims all liability for any prejudice, direct or indirect damage, compensation claims, any sanctions and/or disputes arising from any errors in Generated Content and, in any case, suffered by the User or the User's patients for the use of Generated Content and/or the Platform in the exercise of their professional activity.

AI Assistant actions

NUTRIBOT will not be responsible for actions performed by the AI Assistant on the User's instruction, including the creation of calendar events and the generation of content. The AI Assistant never sends communications directly to the User's patients. The User is required to verify all Generated Content from the AI Assistant before using it or transmitting it to patients.

Illegal activities

Except in cases of intent or gross negligence, NUTRIBOT disclaims all liability arising from the use of the Platform and Services by the User to pursue illegal purposes, harmful to third parties and, in any case, different from those for which the Platform was created.

Verification of Platform and Services suitability

NUTRIBOT provides Services with the diligence reasonably expected of a technology service provider, but does not provide any specific warranty (express or implied) regarding the suitability of Services and the Platform for a particular purpose, nor that Generated Content and more generally Services are free from defects or errors. The User is solely responsible for verifying the adequacy of the Services for their professional needs.

Exclusion of liability for damages

NUTRIBOT has set up the Platform with due care and diligence, applying its best knowledge, and has tested it with its own tools; however, except in cases of intent or gross negligence, NUTRIBOT will not be responsible for any damages of any kind arising from, or related to, the use of Services and the Platform.

Exclusion of liability for third party act

NUTRIBOT will not be responsible for consequences arising from the use of the Platform caused by failure to fulfill obligations by third-party providers (including AI service providers, the anthropometric measurement provider, the payment processor and the other third-party providers indicated in the Privacy Policy).

Externality to User relationships with their customers

NUTRIBOT is in no way party to, nor is aware of, the relationships existing between the User and their patients/customers. For this reason NUTRIBOT will not be responsible for the content and execution of agreements existing between the User and their patients/customers nor for any breaches of the User to said relationships.

Exclusion of liability for device infection

Like any other internet user, the User is exposed to online threats. Except in cases of intent or gross negligence, NUTRIBOT will not be in any way responsible for any infections of the User's devices directly or indirectly related to the use and access to the Platform.

Withdrawal

NUTRIBOT has the right to proceed with the deletion of the User's Account at any time and at its sole discretion, through written communication to be sent to the User with notice of at least 15 (fifteen) days. In such case, NUTRIBOT will proceed with the proportional refund of Credits not yet used at the time of effectiveness of the withdrawal.

Termination for breach

NUTRIBOT also has the right to immediately and without notice terminate the contractual relationship with the User pursuant to art. 1456 c.c. in the face of serious breaches by the User themselves, such as improper, illegal or unauthorized use of Services or the Platform, pursuit of illegal activities, violation of personal data protection obligations and/or violation of the obligations provided for in this contract.

In the aforementioned cases NUTRIBOT will not be required to refund the User the Fee paid by them relating to unused Credits which will therefore be withheld by NUTRIBOT as a penalty, without prejudice to NUTRIBOT's right to take action for further damage possibly suffered.

Effects of termination or withdrawal

In case of withdrawal or termination, access to the Platform and the User's Access Credentials will be deactivated and all User data will be deleted according to the methods and timing provided by art. 4.5 of these General Conditions and the Privacy Policy.

Modifications and acceptance

NUTRIBOT reserves the right to modify, at any time, these General Conditions. The modifications will come into force:

• at the time of signing by the User of new Subscriptions that refer to the new General Conditions as modified
• at the time of renewal of any Subscription already in progress by the User after publication of the new General Conditions by NUTRIBOT on the Platform
• in any case, from the moment the new General Conditions are accepted by the User

Consultation

The User is required to periodically consult the Platform to check for any updates to the General Conditions. Continued use of the Platform following publication of modifications is equivalent to explicit acceptance of them.

Applicable law

These General Conditions and each Subscription are governed and interpreted according to Italian law.

Mediation

The User and NUTRIBOT undertake to resort preliminarily to the mediation procedure, provided for by Legislative Decree no. 28/2010, for the resolution of any dispute arising from this contract or connected to it. The mediation procedure must be initiated within 30 (thirty) days of receipt of the dispute communication, before a mediation body registered pursuant to law.

Exclusively competent court

For any dispute concerning these General Conditions and/or each Subscription, which has not been resolved amicably according to what is provided for by mediation, the Court of Turin will have exclusive jurisdiction.

GDPR and roles

NUTRIBOT endeavors to process data in accordance with Regulation (EU) 2016/679 (GDPR), without this constituting an absolute guarantee of compliance. With reference to the User's personal data, NUTRIBOT acts as Data Controller. With reference to the Health Data of the User's patients entered into the Platform, NUTRIBOT provides the User with a technological infrastructure for data processing, while the User is and remains the sole autonomous Data Controller and the sole party responsible for the lawfulness of entering data into the Platform. The User fully indemnifies NUTRIBOT from any liability, sanction, claim for damages or dispute arising from the processing of their patients' data, including any GDPR violations attributable to the User. Data is processed in a form that does not allow third parties, except the User, to link Generated Content, Input or other data present on the Platform to the User's patients.

Privacy Policy

The User declares, in any case, to have read the Privacy Policy published by NUTRIBOT on the Platform and also provided upon acceptance of these General Conditions, to which it refers entirely for information relating to: types of data processed (including Health Data), purposes and legal bases of processing, data transfers to third-party providers and to non-EU countries, data retention periods and data subject rights.

User compliance with privacy regulations

The User undertakes, in using the Platform and Services, to comply with the discipline provided for by Regulation (EU) 2016/679 (GDPR) on data processing and therefore, before entering any Input on the Platform, and in particular Health Data of their patients, to have correctly fulfilled their obligations provided for by the above-indicated legislation, including: (a) having provided their patients with an adequate privacy notice on the processing of their data through the Platform, including transfers to non-EU third-party providers; (b) having obtained explicit consent for the processing of health data pursuant to art. 9.2.a of the GDPR; (c) having verified the lawfulness of data transfers to the providers indicated in the Privacy Policy.

Data Processing Agreement (DPA)

The User may request from NUTRIBOT the signing of a Data Processing Agreement (DPA) pursuant to art. 28 GDPR. The signing of a DPA does not imply the assumption by NUTRIBOT of any liability beyond that expressly provided for in the DPA itself. Any liability of NUTRIBOT under the DPA shall in any case be limited to the amount of the annual Subscription fee paid by the User. The DPA is available upon request by contacting support@nutribot.it.

Titles

The titles of these General Conditions are inserted exclusively for expository convenience and do not intend to influence in any way the meaning or interpretation of the General Conditions.

Prevalence

These General Conditions cancel and replace any other previous understanding possibly intervened between NUTRIBOT and the User concerning the Services and constitute the last and integral manifestation of the agreements concluded between the parties on this subject. No modification, postscript or clause in any way added to this contract will be valid and effective between the parties if not specifically and expressly approved in writing by both.

Residual competence

In no case any breaches and/or User behaviors different from the General Conditions may be considered as derogations to the same or tacit acceptance of them, even if not contested by NUTRIBOT. NUTRIBOT's eventual inertia in exercising or asserting any right or clause of the relationship does not constitute waiver of such rights or clauses.

Communications

Where not otherwise provided by the General Conditions, all communications in execution of this Contract must be sent by NUTRIBOT to the User at the email address and/or contacts indicated by the latter during Registration, and will be considered valid if sent by the User to NUTRIBOT to the email addresses and/or contacts indicated on the Platform and reported below:

• for communications concerning the Subscription or contractual relationship: support@nutribot.it
• for communications relating to technical problems: support@nutribot.it
• for communications concerning privacy regulations and DPA requests: support@nutribot.it

Alternatively, communications sent via PEC to the address hypaz@pec.it and/or by registered mail R.R. addressed to the registered office of HYPAZ SRL or, lastly, to the User's residence address provided during registration will be considered validly transmitted.

Validity

The possible ineffectiveness and/or invalidity, total or partial, of one or more clauses of these General Conditions will not entail the invalidity of the others, which must be considered fully valid and effective.

Interpretation

For what is not expressly provided for in these General Conditions, the parties expressly refer, to the extent possible, to the current legal provisions.