Terms of Service for Makro Wellness, Inc.

Welcome to Makro Wellness! We are committed to supporting you on your health and wellness journey. Please carefully review these Terms of Service, as they govern your use of our platform and services.

The Makro Wellness website (“Website”), mobile applications (“App(s)”), and services (collectively, the “Services”) are made available to you (“you” or “your”) subject to these Terms of Service (“Terms”), and Privacy Policy (“Privacy Policy”) (collectively, the “Makro Wellness Terms”). Services are provided to you by Makro Wellness, Inc. and its affiliates (“Makro Wellness,” “we,” “us,” or “our”).

By accessing and using the Services, signing up for an account, or indicating your consent, you agree to the Makro Wellness Terms. If you do not agree to any part of the Makro Wellness Terms, you may not use the Services.

These Terms include a binding arbitration agreement and a class action waiver in Section 12. This provision affects your rights to resolve disputes with Makro Wellness and you should review it carefully.

You agree that the agreement formed by the Makro Wellness Terms is like any written, negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms. You represent and warrant that you have all necessary rights, power, and authority to enter into this agreement and to perform your obligations hereunder. The Makro Wellness Terms were written in English, and to the extent a translated version of the Makro Wellness Terms conflicts with the English version, the English version controls.

1. Registration, Accounts, and Services

Who Can Use the Services

You represent and warrant that you have verified in your own jurisdiction if your use of the Services is allowed, that you will perform under these Makro Wellness Terms in compliance with all applicable laws, rules, and regulations, and that all information you provide in connection with your access to or use of the Services is true, accurate, and complete to the best of your knowledge and belief.

Your Account

You may need to register for a Makro Wellness account to access or use the Services. When you create an account for our Services, you agree to provide us with accurate and complete information as part of the registration process and keep that information up to date.

You agree to create only one account for your own personal use and not share your account with others. You are responsible for maintaining the confidentiality of the password associated with your account. You accept responsibility for all activities that occur under your account. Please notify our Support Team right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. You can delete your account at any time. If you delete your account, it usually cannot be recovered.

Changes to Services

We may provide updates (including automatic updates) for the Services, which may include upgrades, changes, modifications, bug fixes, patches, and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. The Makro Wellness Terms will apply to any and all Updates.

We may change the Services at any time, including (a) terminating, eliminating, supplementing, modifying, adding, or discontinuing any Content, feature, data, or service on or available through the Services; (b) changing the software or other equipment required to use and access the Services; and (c) changing prices for the Services, if applicable. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

Changes to Terms

Makro Wellness reserves the right to update the Makro Wellness Terms at any time and for any reason in its sole discretion. We will notify you in advance of any material changes to the Makro Wellness Terms. By continuing to access or use the Services after we have provided you with notice of a modification, you are agreeing to be bound by the modified Makro Wellness Terms. If the modified Makro Wellness Terms are not acceptable to you, please stop using the Services and delete your account.

2. Ownership and Use of Content

“Content” is all content and materials made available through the Services, including without limitation, images, designs, graphics, text, information, data, artificial intelligence, inference, tokens, nutritional information, wellness guidance, lists, recipes, meal plans, software, scripts, and other files, and their selection and arrangement.

“User-Generated Content” means any Content that you or another user makes available in connection with the Services, whether privately or publicly posted. “Makro Wellness Content” means all Content that is not User-Generated Content. Makro Wellness Content and all copyright, trademarks, design rights, patents, and other intellectual property rights therein and in the Services are the sole property of Makro Wellness and/or its licensors. ALL RIGHTS RESERVED.

Our License to You

Subject to your compliance with the Makro Wellness Terms, we grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and Makro Wellness Content for your own personal, noncommercial purposes, provided that you do not copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, transfer, or otherwise commercially exploit any right in the Makro Wellness Content or Services.

Your License to Us

When you provide User-Generated Content to Makro Wellness through the Services, you grant us and our users a perpetual, non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, copy, reproduce, publish, display, perform, distribute, transmit, modify, adapt, reformat, reorganize, translate, excerpt, exploit, create derivative works of, and otherwise process such User-Generated Content in connection with any and all Services. Notwithstanding the above, we will not make use of any of your User-Generated Content in a manner that is inconsistent with our Privacy Policy.

We reserve the right, but do not have the obligation, to, at any time and for any reason: monitor, review, prescreen, edit, redact, otherwise modify, reorganize, or recategorize User-Generated Content from the Services; and archive or otherwise store any User-Generated Content.

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”) you choose to provide. Feedback is considered User-Generated Content and is subject to the terms above.

3. Premium Services

We offer, or may in the future offer, certain premium versions of the Services (e.g., premium subscriptions and any other premium offerings made available from time-to-time) (collectively, the “Premium Services”) for a fee. The Premium Services may provide you access to certain enhanced content, features, and functionality. We reserve the right to change our Premium Services at any time. Please note that Premium Services without ads may still contain limited commercial content, such as sponsored product recommendations.

Signing Up

By signing up for and using the Premium Services, you agree to pay any fees that apply to the Premium Services, including ongoing subscription fees. When you sign up for the Premium Services, you must designate and provide information about your preferred payment method. You expressly authorize us and certain third-party service providers to receive, store, and encrypt your payment information. You can generally choose to pay for the Premium Services on a monthly or annual basis. Unless otherwise stated, all fees due for the Premium Services will be billed automatically to the Payment Method at the start of the monthly or annual Premium Service period. All purchases of Premium Services are final and non-refundable, except at our sole discretion. If you reside outside of the United States, you may be entitled to change your mind and receive a full refund within fourteen (14) days of signing up.

Autorenewal

Subscription fees will be billed automatically at the start of the monthly or annual subscription period, as applicable. The Premium Services you are subscribed for will auto-renew unless you cancel your subscription prior to the end of the then-current subscription period.

Cancellation of Premium Services

If you signed up for Premium Services, you may cancel your subscription to Premium Services through our website or app, as applicable. If you signed up through the Google Play or Apple App Store, you may cancel your subscription through the App Provider. The cancellation or downgrade of a subscription will go into effect at the end of your billing period, and you will continue to have access to the applicable Premium Service through the end of the billing period. When your subscription ends, your account will remain and become a free subscription. You can delete your account at any time, but please note that deleting your account may not result in a cancellation of your subscription—you have to specifically cancel your subscription via the App Provider where you signed up.

Please also be aware that deleting the App from your device also does not result in the cancellation of your subscription.

Free Trials and Test Periods

We may offer free trials of our Premium Services which provide you with access to Premium Services for a limited period of time at no charge. In order to sign up for a Free Trial, you may need to provide us with your preferred Payment Method. You will not be charged until the Free Trial period ends. Unless you cancel before the end of the Free Trial period, your access to the Premium Service will automatically continue, and you will be billed the applicable fees. Once you have cancelled your Free Trial, you cannot resume the Free Trial period even if it was not used for the entire duration. You may not sign up for more than one Free Trial of a Premium Service at the same time.

Discount, Coupon, or Gift Codes

All discounts, gift, and coupon codes can only be applied when initially subscribing to a Premium Service, and to accounts not already subscribed to a Premium Service. Discount, coupon, and gift codes cannot be combined with any other sales, promotion, or coupon, and cannot be exchanged, refunded, replaced, or redeemed for cash or payment of accounts. It is your own responsibility to use a discount, coupon, or gift code before it expires, and expired codes cannot be refunded or extended. Makro Wellness reserves the right to cancel discounts and coupon promotions at any time.

Termination of Premium Services

If you do not pay the fees or charges due for your use of the Premium Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Premium Services (and may do so without notice).

Price Changes

To the maximum extent permitted by applicable laws, we may change our prices for Premium Services at any time. We will give you reasonable notice of any such pricing changes, and if you do not wish to pay the new prices, you can cancel the applicable Premium Service prior to the change going into effect.

Pricing Errors

Although we strive to provide accurate pricing information, errors may occur. We reserve the right to correct any errors in pricing, promotions, offers, shipping charges, availability, or other information.

4. Health and Safety

We provide health, nutrition and wellness management information and guidance only. You should seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any dietary programs, exercise regimen, or any other fitness or wellness activities.

If any information you receive or obtain from using the Services is inconsistent with the medical advice from your physician, you should follow the advice of your physician. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE OR ATTENTION BECAUSE OF ANY CONTENT PRESENTED IN THE SERVICES.

Not Medical Advice

Services (including but not limited to Content) are provided for general informational purposes only. Makro Wellness is not a medical professional or a medical organization and we do not provide medical services or render medical advice. Services are not intended for use in the diagnosis of diseases or other medical conditions, or in the cure, mitigation, treatment, or prevention of disease or medical condition. Nothing contained in the Services should be construed as such advice or diagnosis. The information provided by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment.

Allergies

Premium Services may provide you with access to certain specialized Content, including meal planning. Please be aware that while we will try to avoid recommending foods that you may be allergic to (in accordance with the information you provide us), we may not have sufficient information about the ingredients of each food item. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING, OR CONSUMING SUCH PRODUCTS.

Healthy Weight Loss & Wellness Practices

We welcome members in many different stages of their health and wellness journey. Our goal is to provide members with the tools to achieve their weight and wellness management goals at a steady and sustainable rate. We promote healthy relationships with food and lifestyle and do not condone dangerously low levels of eating. If you feel like our Services may not be the best choice for you, please do not use them.

Accuracy of Content

We make no representations or warranties as to the accuracy, reliability, completeness, or timeliness of any Content available through the Services, and we make no commitment to update such Content. User-Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User-Generated Content originated.

Makro Wellness's food database (“Food Database”) may contain a combination of nutritional and wellness information entered by Makro Wellness and Makro Wellness members. Any user of the Services can contribute to or edit nutritional information (including macros) in the Food Database. Information in the Food Database has not always been reviewed by persons with the expertise required to provide you with complete, accurate, or reliable information. WE MAKE NO REPRESENTATIONS OF ANY KIND FOR AND EXPLICITLY DISCLAIM ALL RESPONSIBILITY WITH RESPECT TO FOOD SAFETY, ALLERGENS, OR CONTRAINDICATIONS TO MEDICATIONS.

Portions of the Services and Content may include or be created with proprietary or third-party technologies such as artificial intelligence or machine learning systems, including third-party large language models. You understand that such technology and its output or recommendations may contain errors or misleading information, may not be accurate or reliable, and can perpetuate biases that are present in data used to train models. Makro Wellness does not guarantee the accuracy, completeness, or usefulness of any such output, recommendations, or other materials.

5. Restrictions

The Services may be used only for lawful purposes. Makro Wellness specifically prohibits any use of the Services as follows.

No Derivative Works

Except as expressly and specifically authorized by Makro Wellness, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services or any Makro Wellness Content, in whole or in part. You may not download, copy, or save Makro Wellness Content, except as expressly permitted by the functionality of certain Services.

No Commercial Use

The Services are intended only for your personal, non-commercial use. You may not collect, harvest, or use any Content, data, or information made available via the Services for any purposes not explicitly authorized by us, including but not limited to commercial exploitation, competitive analysis, or research and development of your own products or services.

No Disruption

You may not perform or attempt to perform any actions that would (a) interfere with or damage the proper operation of the Services, (b) prevent access to or use of the Services by other users, or (c) impose any unreasonable or disproportionately large load on our infrastructure.

No Scraping

You may not engage in data mining or similar data gathering or extraction activities or retrieve data or content from the Services by accessing, monitoring, or copying any Content or information using automated means. You may not bypass or attempt to bypass any measures we may use to prevent or restrict access to the website. You may not harvest or otherwise collect or store personal information about other users of the Services without the express consent of such users.

No Viruses

When using the Services, you may not post, transmit, input, upload, or otherwise provide any information or materials that contain any viruses, worms, Trojan horses, logic bombs, time bombs, malware, ransomware, adware, or other harmful computer code or programming routines.

6. Third Parties

Our Services may link to, interact with, or be available on third-party services or products (“Third Party Services”). If you access such Third Party Services, be aware that different terms and privacy policies apply to your usage of such services. We are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third Party Services, and your access and use of such Third Party Services is entirely at your own risk.

Social Networks

To the extent available, you may choose to log in to the Services via various online Third Party Services, such as social networking services (e.g., Facebook). As part of this integration, the Social Networking Services will provide us with access to certain information you have provided to them, and we will use, store, and disclose such information in accordance with our Privacy Policy.

Third Party Products and Services

Certain Third Party Services that you may access through our Services may constitute or offer mobile apps, retail services, health-related services, fitness services, devices, connected devices, or other products and services. You are in no way obligated to use any Third Party Services, and your access and use of such applications is entirely at your own risk.

Mobile Services

To use or access our App, you will need a compatible device. We cannot guarantee the App will be compatible with, or available on, your device. Your phone company's normal messaging, data, and other rates and fees will apply.

App Stores

Our App may be made available to you on the Google Play or Apple App Store (the “App Provider”). These Terms are an agreement between you and Makro Wellness, and not with the App Provider. As between Makro Wellness and the App Provider, Makro Wellness is solely responsible for its App. The App Provider and its subsidiaries are third-party beneficiaries of these Makro Wellness Terms as it relates to your license to the App.

7. Digital Millennium Copyright Act

If you believe User-Generated Content or Makro Wellness Content infringes copyright or trademark under U.S. or other national law, please notify us so that we may investigate allegations of infringement brought to our attention. Pursuant to the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), please provide us with the following information in your notice:

• Identification of the material being infringed, or, if multiple copyrighted works at a single online site are covered by a notification, a representative list of such works.
• Identification of the material that is claimed to be infringing, including its location.
• Contact information for the notifying party, including name, address, telephone number, and email address.
• A statement that the notifying party has a good faith belief that the material is not authorized by the copyright owner, its agent, or law.
• A statement that the information provided in the notice is accurate and that the notifying party is the copyright owner or authorized to make the complaint.
• A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner.

Your notice must be signed and emailed to support@makrowellness.com, with the subject “DMCA Infringement Notice” addressed to “Makro Support Team.”

8. No Warranties

Except where prohibited by law, Makro Wellness expressly disclaims all warranties, representations, and guarantees of any kind, whether oral or written, express, implied, statutory, or otherwise, including, but not limited to, the implied warranties of merchantability, accuracy, quality, title, validity, or fitness for a particular purpose and non-infringement. The Services and all Content are provided “as is” and “as available.”

Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Content. We do not warrant that (a) the Services will meet your requirements or provide specific results, (b) the operation of the Services will be uninterrupted, virus- or error-free, or (c) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty.

9. Limitation of Liability

To the maximum extent permitted by applicable law, under no circumstances shall Makro Wellness be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user of the Services; and/or (e) damages in any manner relating to any third party content or third party services accessed or used via the Services.

Except as otherwise provided herein, to the maximum extent permitted by applicable law, the total liability of Makro Wellness, for any claim under these Terms, including for any implied warranties, is limited to the greater of five hundred dollars (US $500.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.

To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services' prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these reflect a reasonable and fair allocation of risk between you and us, and form an essential basis of the bargain between you and us.

10. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold Makro Wellness, together with its affiliates, shareholders, and employees, harmless from any and all liabilities, claims, demands, losses, or expenses, including reasonable accounting and attorneys' fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services; (c) your activities in connection with the Services; (d) your violation of the Makro Wellness Terms; (e) any violation of the rights of any other person or entity by you. We reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms. This indemnification section will survive any termination or expiration of the Makro Wellness Terms.

11. Governing Law

Makro Wellness Terms shall be governed by and construed in accordance with the laws of Delaware and controlling U.S. federal law as applicable, without regard to its conflict of law principles.

12. Dispute Resolution

Please read this entire Section 12 (“Dispute Resolution”) carefully. It may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your disputes. It contains procedures for mandatory binding arbitration, a class action waiver, a jury trial waiver, and a contractual limitations period.

Mandatory Informal Dispute Resolution for All Disputes

If you have a Dispute against Makro Wellness or if Makro Wellness has a Dispute against you, you and Makro Wellness must first attempt to resolve the Dispute informally in order to try to resolve the Dispute faster and reduce costs for both parties. You and Makro Wellness agree to engage in good faith pre-suit/pre-arbitration discussions for a period of no less than sixty (60) days.

To commence the Informal Dispute Resolution Process, you or Makro Wellness must send to the other Party a written notice of Dispute describing the facts and circumstances of the Dispute and the specific relief sought. Your Notice must be mailed via certified or registered mail with proof of receipt to:

Makro Wellness, Inc.
11530 Red Rust Ln
Charlotte, NC 28277
Attn: Legal

Class Action Waiver; Jury Trial Waiver

You and Makro Wellness agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action, including any joint or consolidated lawsuit or joint or consolidated arbitration of any kind.

You further agree that in any action you initiate against Makro Wellness, any relief you seek will be confined to relief on your own behalf. Except as these Terms otherwise provide and to the fullest extent permitted by law, you and Makro Wellness acknowledge and agree that you are each waiving the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction.

Arbitration Agreement

You and Makro Wellness agree that disputes shall be resolved through binding individual arbitration, rather than in court. By consenting to arbitration, you and Makro Wellness do not limit in any way either Party's statutory or common law rights or potential remedies.

Any arbitration shall be heard in and administered by the American Arbitration Association (AAA) and be governed by the AAA Consumer Arbitration Rules, including the Mass Arbitration Supplementary Rules in effect on the date such action is commenced.

Special Procedures for Mass Filings

To the extent an arbitration falls within the AAA's definition of a Mass Arbitration, the Parties agree to be bound by the procedures set forth in the AAA's Mass Arbitration Supplementary Rules. The Parties shall each select 15 Disputes per side (30 Disputes total) to proceed in individual arbitrations as part of the first stage in a staged process. After this initial set of staged proceedings is completed, the Parties shall promptly engage in a global mediation session of all remaining Disputes with a retired federal or state court judge. In Mass Arbitrations consisting of more than 300 Disputes total, either party may opt out of arbitration and elect to have the Disputes heard in court.

Time Limits

To the fullest extent permitted by applicable law, you agree that any action arising out of or related to any Dispute must commence within one year after the cause of action accrues. Otherwise, that action is permanently barred.

Opt-out

Notwithstanding anything to the contrary in this Arbitration Agreement, you may opt out of this Arbitration Agreement within thirty (30) days from the earlier of: (1) the date you first accept these Terms, or (2) the date you first agreed or assented to an agreement with Makro Wellness that contained an arbitration provision. The opt-out notice must be emailed to: legal@makrowellness.com.

The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number, and email address. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.

Severability and Waiver

If any provision of the Makro Wellness Terms is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. However, if the Class Action Waiver is found to be null and void as to an arbitration, then the terms of the Arbitration Agreement shall not apply and the Dispute shall be subject to the jurisdiction of the state and federal courts located in Charlotte, North Carolina. You and Makro Wellness agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and Makro Wellness waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Makro Wellness may be a class representative or class member.

13. International Terms

If you are not a United States resident and you are accessing our Services from outside the United States, you agree to transfer certain information outside your location to us, and that you will follow all the laws that apply to you. You represent and warrant that you are not (a) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country, or (b) listed on any U.S. Government list of prohibited or restricted parties.

Our servers and operations are located primarily in the United States, and our policies and procedures are based primarily on United States law. You consent to the transfer, storage, and processing of your information to and in the United States and/or other countries, subject to our Privacy Policy. You agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the location in which you reside and the location from which you access the Services.

14. Survival

If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation Sections 2 (Ownership and Use of Content), 4 (Health and Safety), 5 (Restrictions), 8 (No Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law), 12 (Dispute Resolution), 14 (Survival), and 15 (Miscellaneous).

15. Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Makro Wellness Terms or your use of the Services. The Makro Wellness Terms constitute the entire agreement between you and us with respect to your use of the Services.

You may not assign, delegate, or otherwise transfer your account or your obligations under these Makro Wellness Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Makro Wellness Terms.

Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Makro Wellness Terms. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. No waiver by either party of any right, obligation, breach, or default hereunder shall be deemed to be a waiver unless set forth in writing by such waiving party.

16. Contact Us

If you have any feedback, questions, or comments about the Services, please contact our Support Team by email at support@makrowellness.com or by mail at:

Makro Wellness, Inc.
11530 Red Rust Ln
Charlotte, NC 28277
Subject: Attn: Makro Wellness Terms of Service