LOTUS LABS INC.
Terms of Service
Last Updated: February 15, 2026
Lotus Labs Inc. (“Lotus Labs”, “we” or “us”) provides a service (the “Service”) via the Bloom™ app (the “App”) for individuals to access AI-based health coaching support and services. These terms of service (as amended, these “Terms”) govern your use of the Service and the App.
THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO YOUR ACCESS TO AND USE OF THE SERVICES. ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.
BY USING THE SERVICE, AND/OR BY REGISTERING WITH US, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE:
YOU AGREE TO THE TERMS HEREOF, INCLUDING THAT YOU CONSENT TO THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.
IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE APP OR ANY OF ITS CONTENT OR SERVICES.
YOU ACKNOWLEDGE THAT THE SERVICE IS OFFERED AND AVAILABLE ONLY TO THOSE USERS WHO ARE 18 YEARS OF AGE OR OLDER AND, THAT BY USING THIS SERVICE, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH WE AND MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS, AND THAT IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE SERVICE.
Please note that we offer the Service “AS IS” and without warranties. All information we collect on the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
WE DO NOT PROVIDE MEDICAL ADVICE.
WE ARE NOT A MEDICAL APP.
YOU SHOULD NOT RELY ON THE INFORMATION PROVIDED ON THE APP AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU ARE ENCOURAGED TO SEEK PROFESSIONAL MEDICAL DIAGNOSIS AND TREATMENT FOR ANY MEDICAL CONDITION, AND TO DISCUSS INFORMATION ABOUT FROM THE APP WITH YOUR HEALTHCARE PROVIDER. INFORMATION PROVIDED ON THE APP IS PROVIDED FOR INFORMATIONAL PURPOSES AND IS IN NO WAY INTENDED TO SUBSTITUTE CONSULTING A MEDICAL PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE APP. DO NOT USE THE APP FOR EMERGENCY MEDICAL NEEDS. YOUR USE OF INFORMATION PROVIDED ON THE APP IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED IN THE APP OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. RESULTS GENERATED FROM OUR DATABASE ARE NOT, AND SHOULD NOT BE CONSIDERED AS, MEDICAL ADVICE. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, STUDIES, PROTOCOLS, TREATMENTS, PHYSICIANS, PROCEDURES, OPINIONS, PRODUCTS OR OTHER INFORMATION THAT MAY APPEAR ON THE APP OR ON LINKS REACHED THROUGH THE APP.
If you rely on any of the information provided by the App, you do so solely at your own risk. In view of the constant advances in medical knowledge and differences of opinion among medical authorities, you are advised to confirm information on the App with your healthcare provider.
You represent that you are in good enough health to begin using the Service, which may include changes to your diet and/or level of physical activity, among other things. If you have been diagnosed with a health condition that may be impacted by the Service, you represent that you have obtained the express approval from a health care professional to use the Service. The Service requires your active engagement and participation. You understand that, despite your efforts, individual users’ results will vary for a variety of reasons and we cannot guarantee that you will achieve your health goals.
Service
Subscriptions and Payments. Access to certain features and functionality of the Service may require a paid subscription (“Premium Features”). By subscribing to Premium Features, you agree to pay all applicable subscription fees in accordance with the pricing and payment terms presented to you at the time of purchase.
Subscription Fees and Billing. Subscription fees are charged in advance on a recurring basis (monthly, annually, or as otherwise specified) and are non-refundable except as expressly set forth herein or as required by applicable law. All fees are exclusive of taxes, and you are responsible for paying all applicable taxes associated with your use of the Service. Subscription fees are subject to change at our sole discretion, and we will provide you with reasonable advance notice of any fee changes through the Service or by email.
Automatic Renewal. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE THE RENEWAL DATE. You will be charged the then-current subscription fee for each renewal period. By subscribing, you authorize us (or our payment processor) to charge your selected payment method for the recurring subscription fee.
Cancellation. You may cancel your subscription at any time through your account settings in the App or through your app store account settings. Cancellation will take effect at the end of your current billing period, and you will retain access to Premium Features until that time. We do not provide refunds or credits for partial subscription periods.
Payment Failure. If payment of subscription fees fails for any reason, we may immediately suspend or terminate your access to Premium Features without notice. We reserve the right to retry failed payments and to update your payment information with information provided by your financial institution or payment processor.
Refund Policy. ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE, except: (i) as expressly provided herein; (ii) as required by applicable law; or (iii) in our sole discretion for exceptional circumstances. We do not provide refunds or credits for unused portions of subscription periods, Premium Features you do not use, or if you are dissatisfied with the Service.
Price Changes. We reserve the right to change our subscription fees at any time. Any fee changes will take effect at the start of your next billing cycle after we provide you with at least 30 days’ advance notice. If you do not agree to the fee change, you must cancel your subscription before the new fees take effect.
Free Trials. We may, in our sole discretion, offer free trials of Premium Features for specified periods. Free trial eligibility is determined by us and may be limited to new users or other criteria we establish. We reserve the right to modify the terms of, or discontinue, any free trial at any time without notice. If you do not cancel before the end of your free trial period, you will automatically be charged the applicable subscription fee and your paid subscription will begin. All terms of this Agreement apply during any free trial period.
Third-Party Payment Processing. Payments may be processed by third-party payment processors, and your payment information will be subject to their terms of service and privacy policies in addition to ours. We are not responsible for any errors, failures, or issues related to third-party payment processing.
Limited License
Subject to these Terms, we hereby grant to you a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable right to access and use the Service in accordance with these Terms solely for your personal and/or internal business purposes and without any right of redistribution, reproduction, sale, rent or sub-license of any kind. All rights not expressly granted to you are reserved by us and our licensors. There are no implied rights.
We reserve the right to restrict access to all or any part of the App.
All right, title and interest in and to the App and the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations and including any Derived Data) and other content on or made available through the Service, our technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by us or our licensors, and these Terms in no way convey any right, title or interest in the App, Service or our other technology other than a limited right to use the App and Service in accordance with these Terms.
Geographic Restrictions
The App and the Services are designed for and intended for use in Canada and, to the extent legally permissible, the United States and the European Union. LOTUS LABS MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE, APP, OR ANY CONTENT IS APPROPRIATE, AVAILABLE, OR LEGALLY COMPLIANT FOR USE IN ANY OTHER JURISDICTION. WE EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE, APP, OR ANY CONTENT COMPLIES WITH THE LAWS, REGULATIONS, OR REQUIREMENTS OF ANY JURISDICTION OUTSIDE OF THE PROVINCE OF ONTARIO, CANADA.
If you access or use the Service from outside Canada, you do so at your own risk and on your own initiative. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS, REGULATIONS, AND REQUIREMENTS IN YOUR JURISDICTION.
You acknowledge and agree that your use of the Service from any jurisdiction outside Canada may violate local laws and that Lotus Labs shall have no liability whatsoever for any such violations or for any consequences arising therefrom.We reserve the right, in our sole and absolute discretion and without notice or liability to you, to restrict, limit, suspend, or terminate access to the Service in whole or in part in any jurisdiction at any time and for any reason or no reason. We may implement geographic or IP-based restrictions, and you agree not to circumvent any such restrictions through the use of proxy servers, VPNs, or other means.
BY USING THE SERVICE, REGARDLESS OF YOUR LOCATION, YOU CONSENT TO THE PROCESSING OF YOUR PERSONAL DATA IN CANADA IN ACCORDANCE WITH OUR PRIVACY POLICY AND ACKNOWLEDGE THAT THIS AGREEMENT AND YOUR USE OF THE SERVICE SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, CANADA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES AND WITHOUT REGARD TO YOUR DOMICILE, RESIDENCE, OR PHYSICAL LOCATION AT THE TIME OF ACCESS OR USE.
OpenAI Services and Liability
The App utilizes OpenAI’s API to provide AI-driven features, such as generating feedback or content based on user input. You acknowledge and agree that: (a) AI-generated content may be inaccurate, incomplete, outdated, or unsuitable for your particular circumstances; (b) you assume all risk associated with your use of and reliance on AI-generated content, and any decisions made based on such content are made solely at your own risk; (c) Lotus Labs shall have no liability whatsoever for any outcomes, damages, or losses resulting from your use of or reliance on AI-generated content; (d) Lotus Labs is not responsible for OpenAI’s performance, availability, data handling practices, security, or any acts or omissions by OpenAI or its services.
By using the AI features in the App, you agree to the following:
- You understand that AI-generated content is for informational purposes only and is not a substitute for professional advice (e.g., medical, legal, or financial advice).
- You accept that data you submit to the AI service will be processed by OpenAI in accordance with their terms and privacy policy.
- We reserve the right to update, modify, or disable AI features in the App at any time, without notice or liability to you. Lotus Labs disclaims all liability for any sensitive information you submit to the AI features. All AI-generated content is owned exclusively by Lotus Labs. You receive no intellectual property rights, ownership, or license in or to any AI-generated content, except a limited right to view such content for your personal use within the App.
For more information on OpenAI’s terms, please visit: https://openai.com/terms.
User Obligations and Restrictions
You must be at least 18 years old or the minimum age required in your country to consent to use the Service.
You shall not (and shall not allow any third party to): (a) permit any third party to access or use the Service except as envisioned by the Service in its normal operation or specified herein; (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized robot, spider, scraper or other systematic or automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service except to have copy of you Data (d) frame or mirror any content forming part of the Service; (e) access the Service in order to (i) build a competitive product or service, or (ii) copy, show or redistribute any ideas, features, functions or graphics of the Service; (f) use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is otherwise unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (g) copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software; (h) to transmit or send unsolicited commercial communications; or (i) for any purposes related to marketing.
You shall keep any passwords provided to you safe, secure and confidential, and shall be responsible for all use of the Service using passwords issued to you. You shall notify us immediately of any actual or suspected unauthorized use of your passwords for the Service. Without limiting any of its other rights or remedies, we reserve the right to suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, in our sole discretion. If we reasonably believe that you have materially violated the restrictions and obligations in these Terms, we may suspend access to the Service after providing you written notice that has remained ineffective for 10 days; provided, however, that we may suspend or terminate access immediately without prior notice for violations that we determine, in our sole discretion, pose a risk of harm to us, our users, or third parties.
Without prejudice to our other rights under these Terms, if you breach these Terms in any way, or if we reasonably suspect that you have breached these Terms in any way, we may: (i) send you one or more formal warnings; (ii) suspend or delete your access to the App or to your account; (iii) permanently prohibit you from accessing the App, directly or indirectly; (iv) bring court proceedings against you for breach of contract or otherwise; or (v) delete or edit any User Data submitted or transmitted by you. You shall not circumvent any such action.
Feedback
You may from time to time provide us with reasonable feedback with respect to the Service, including without limitation information on usability and evaluation of the Service (“Feedback”). You agree that any such Feedback, as well as any suggestions, ideas, or recommendations concerning the Service that you provide to us, will be our sole property and we may use such Feedback for any purposes that we see fit, without any obligation to compensate you.
User Data
For purposes of these Terms, “User Data” means content and other material (including without limitation text, images, audio material, video material and audio-visual material (including photos of food items/packaging) in connection with your use of the Service. but excluding Feedback) that you submit or transmit to the App or the Service, for any purpose. You grant to us a non-exclusive, worldwide, royalty-free fully paid-up license to access, collect, use, analyze, store and process any User Data solely to: (i) provide the Service to you; (ii) evaluate, train and improve the functions, features and operation of the Service; and (iii) to create anonymized and aggregated data sets (“Derived Data”). To the extent that any User Data transmitted to and collected by the Service, includes personal information, we will treat such information as confidential in accordance with the requirements of these Terms. You are solely responsible for your User Data. Your User Data is and will remain within your right to use, accurate, complete and current. Your use of the Service will comply with all applicable laws and regulations. You will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in your use of the Service. Your User Data must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). We reserve the right, in our sole discretion and without liability to you, to remove, refuse, or delete any User Data at any time and for any reason, including User Data that we determine violates these Terms, is objectionable, or may expose us to liability. As applicable, User Data must be appropriate, civil, tasteful and in accord with generally accepted standards of etiquette and behaviour on the internet, and specifically and solely limited to and relating to your use of the App and Service for its intended purposes. You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these Terms.
Data Retention
Upon termination or expiration of your account or these Terms, we will handle your personal information in accordance with our Privacy Policy, which is incorporated herein by reference.
Notwithstanding any other provision of these Terms or our Privacy Policy, we reserve the right to retain indefinitely: (a) all Derived Data, anonymized data, and aggregated data created from or based on your User Data; (b) any data required to be retained by applicable law, regulation, or legal process; (c) any data necessary for our legitimate business purposes, including but not limited to fraud prevention, security, compliance, and enforcement of these Terms; and (d) any data contained in backup systems or archived records maintained in the ordinary course of business. You acknowledge that such retained data may continue to be used by us in accordance with these Terms and our Privacy Policy without further notice to you or obligation on our part.
Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS–IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (B) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE , ACCESSIBLE, UNINTERRUPTED, TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. WE CANNOT GUARANTEE THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE APP WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY RESPONSIBLE FOR TAKING STEPS AND ENGAGING SUCH OTHER VENDORS AS MAY BE REQUIRED TO ENSURE SUCH PROTECTIONS, AND FOR MAINTAINING THE INTEGRITY AND RECOVERABILITY OF ANY USER DATA.
YOU ACKNOWLEDGE THAT THE SERVICE IS HOSTED BY A THIRD-PARTY HOSTING WE (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY, WE MAY USE THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”). WE MAY CHANGE OUR HOSTING CONTRACTOR AND PAYMENT PROCESSOR AT ANY TIME. YOUR USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, WE SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR.
WITHOUT LIMITING THE FOREGOING: (A) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR; (B) WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES AS PER THIS AGREEMENT, WE CANNOT GUARANTEE THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION; (C) WE DO NOT REPRESENT THAT THE OUTPUT GENERATED BY THE SERVICE WILL BE SATISFACTORY IN ANY WAY TO YOU; (D) IF APPLICABLE AT ANY TIME, WE WILL NOT HAVE ANY CONTROL OVER THE OPERATION OF THE THIRD PARTY LLMS IT ACCESSES AS PART OF ITS PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD PARTY LLMS; AND (E) YOU UNDERSTAND THAT YOU ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON YOUR USE OF THE SERVICE, WHICH MAY USE AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI (INCLUDING THIRD PARTY LLMS) IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOU.
WE DO NOT GUARANTEE THE ACCURACY OF THE NUTRITION INFORMATION AND DATA OWNED OR LICENSED BY US (INCLUDED, BUT NOT LIMITED TO, THE PRODUCT DATA: PHOTOS, BARCODE, NAME, GENERIC NAME, QUANTITY, PACKAGING, BRANDS, CATEGORIES, ORIGINS, LABELS, CERTIFICATIONS, AWARDS, PACKAGING CODES, INGREDIENTS, ADDITIVES, ALLERGENS, TRACES, NUTRITION FACTS, ECOLOGICAL DATA ETC.). SUCH INFORMATION MAY CONTAIN ERRORS. WE DO NOT GUARANTEE THE COMPLETENESS AND COMPREHENSIVENESS OF THE NUTRITION INFORMATION AND DATA PRESENT ON THE APP AND IN THE DATABASE. SUCH NUTRITIONAL INFORMATION AND DATA IS PROVIDED ONLY FOR INDICATIVE INFORMATION. IT CAN CONTAIN ERRORS AND MUST NOT BE USED FOR MEDICAL PURPOSES.
Limitations of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, OUR TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED $200.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION.
Indemnification
You hereby indemnify us, our affiliates, licensors and service providers, and ours and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (“Indemnified Parties”) and undertake to keep the Indemnified Parties indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by the Indemnified Parties to a third party in settlement of a claim or dispute on the advice of the Indemnified Parties’ legal advisers) incurred or suffered by the Indemnified Parties arising out of any breach by you of any provision of these terms of use or your use of the App, or arising out of any claim or judgment that you have breached any provision of these Terms.
Variation
We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on the App. For material changes, we will use reasonable efforts to notify you by email or through the App prior to the changes becoming effective; however, your continued use of the App after notification of any changes constitutes your acceptance of the revised terms of use, whether or not you received actual notice.
Assignment
We may sub-contract, assign, delegate or otherwise transfer our rights, remedies and obligations under these terms of use without notifying you or obtaining your consent. You may not sub-contract, assign, delegate or otherwise transfer your rights, remedies and obligations under these terms of use, without our express written consent.
Entire Agreement
These Terms contain the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.
Force Majeure
We will not be liable to you for any failure or delay in performance by circumstances beyond our control, including, fire, labor difficulties, telecommunication failures, internet unavailability, governmental actions or terrorism.
Waiver
No waiver by either Party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Severability
If any provision of these Terms is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from these Terms, and all other provisions of these Terms will remain in full force and effect.
Choice of Law
Any question, claim or controversy arising out of or related to these Terms will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result; provided, however, that this choice of law provision shall not deprive you of any mandatory consumer protections afforded to you under the laws of your country of residence to the extent such protections cannot be waived by contract. Any legal suit, action or proceeding arising out of, or related to, these terms of use or the App shall be instituted exclusively in the courts of the Province of Ontario in each case located in the City of Toronto (although we retain the right to bring any suit, action or proceeding against you for breach of these terms of use in your country of residence or any other relevant country). You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding arbitration under the Rules of Arbitration of the Canadian Arbitration Association applying Ontario law. The arbitration shall be held in Toronto, Ontario. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction. YOU AND LOTUS LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Lotus Labs agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the foregoing, this arbitration agreement does not preclude you from bringing issues to the attention of federal, provincial, or local agencies, or from filing an individual action in small claims court for disputes within such court’s jurisdiction.
Apple App Store Terms
The following terms apply to your use of the Service when accessed through an application obtained from the Apple App Store:
Acknowledgment. You acknowledge that these Terms are concluded between you and Lotus Labs only, and not with Apple Inc. (“Apple”). Apple is not a party to these Terms and is not responsible for the Service or the content thereof. To the extent these Terms provide for usage rules for the Service that are less restrictive than the Usage Rules set forth in the Apple Media Services Terms and Conditions, the more restrictive Apple Usage Rules apply.
Third Party Beneficiary. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
Responsibility for the Service. You acknowledge that Lotus Labs, not Apple, is solely responsible for the Service and the content thereof, including but not limited to: (i) product warranties; (ii) product support and maintenance; (iii) product liability claims; (iv) compliance with applicable legal or regulatory requirements; and (v) claims under consumer protection, privacy, or similar legislation. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
Intellectual Property Claims. You acknowledge that, in the event of any third-party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, Lotus Labs, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Apple will have no obligation or liability to you with respect to such claims.
Warranty Disclaimer. Apple provides no warranty for the Service, whether express or implied by law, to the extent not prohibited by applicable law. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the Service to you (if applicable); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Lotus Labs.
Product Claims. You acknowledge that Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Service’s use of the HealthKit and HomeKit frameworks. This Agreement does not limit Lotus Labs’ liability to you beyond what is permitted by applicable law.
Export Compliance. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List; and (iii) you will not use the Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
Government End Users. If you are an agency, department, or other entity of the United States Government, the Service is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are being licensed to U.S. Government end users: (i) only as commercial items; and (ii) with only those rights as are granted to all other end users pursuant to these Terms. Unpublished rights are reserved under the copyright laws of the United States.
Legal Compliance. You must comply with applicable third-party terms of agreement when using the Service (e.g., your wireless data service agreement when using the Service). Apple and Apple’s subsidiaries are not responsible for your compliance with applicable third-party terms.
