Terms of Service

Version dated 29/05/2026

GENERAL TERMS

1. Subject Matter and Definitions

1.1. These general terms and conditions of contract (“General Terms”) contain the terms and conditions governing the provision, by Nexify Ltd, with registered office at The Eir Building, 4 Harbourmaster Place, Custom House Dock, Dublin 1, D01 K6X5, Ireland, acting through its legal representative pro tempore (“Company”), of the services offered through the Yumii platform, available at https://yumii.ai (“Platform”), to users registered with it (“Users” or, individually, “User” and, together with the Company, the “Parties”). The Platform allows Users to access a digital personal nutrition monitoring service (self-tracking), which makes it possible to record meals by uploading images, entering text, scanning barcodes or entering data manually, and to obtain nutritional estimates, including, by way of example and without limitation, calories and macronutrients, processed through artificial intelligence systems. The Platform also allows Users to create and manage personalised recipes, interact with an artificial-intelligence-based virtual assistant to receive general nutritional suggestions, and view dashboards, statistics and analyses relating to their food and nutritional data (jointly, the “Services”).

2. Conclusion of the General Terms

2.1. The User declares that they have read and expressly accepted the General Terms when registration takes place (“Registration”), which involves the creation of an account (“Account”). The General Terms shall be deemed applicable, without distinction, to all Users who use all or part of the Services.

2.2. If the User does not intend to accept even one of the terms and conditions of the General Terms, the User is invited to refrain from using the Platform.

2.3. The User acknowledges and accepts that the Company reserves the right to amend the General Terms at any time, at its own discretion, informing the User by publication on the Platform, including by changing the Services provided. Mere use of the Platform after the amendment shall constitute full acceptance by the User of that amendment. The User therefore acknowledges and accepts that it is the User’s responsibility to check the Platform, before booking the Services, in order to verify whether any changes have been made to the General Terms.

2.4. If the User does not intend to accept the provisions of any amendments, the User must immediately unsubscribe from the Platform using the methods indicated below.

2.5. The User acknowledges and accepts that links to sites external to the Platform itself may also be available on the Platform, and that such sites will be governed by terms and conditions different from and additional to the General Terms. In relation to the foregoing, the User acknowledges and accepts that, in order to use any service included on those sites, the User must read and accept the related documentation, in relation to which the Company disclaims all liability, and the User waives any claim in this regard against the Company, including by way of indemnity, reimbursement or compensation.

3. Account Closure and Deletion

3.1. The User has the right to stop using the Platform by sending a specific written notice to the e-mail address: info@nexify.io.

3.2. Following closure of the Account, the User will no longer be able to use the Services and the Account will be deleted; therefore, any Services already requested and paid for by the User cannot be provided, and the User hereby waives any claim in this regard, including by way of refund.

4. Selection and Provision of the Services; Payment

4.1. For the purposes of the General Terms, the User may choose the subscription (“Subscription”) of interest and, once selected, where it is paid, the User will be directed to the dedicated page in order to pay for the chosen Service. In the case of a paid Subscription, it may provide, by way of example and without limitation, access to additional or improved features compared with the free version of the Platform, such as interaction with advanced virtual assistants and/or use of the Services without advertising content.

4.2. In the case of activation of paid Subscriptions, in order to pay for the Services, the User must follow the instructions on the Platform, use the dedicated page made available by the Company and enter all data required for invoicing. The User acknowledges and accepts that payments and all management of the data necessary to make the payment will be handled by third-party companies with respect to the Company. At no time during the purchase procedure described above is the Company able to know the information relating to the User’s credit card. The Company can therefore in no case be held liable for any fraudulent and improper use of credit cards or for the management by third parties of the data necessary for payment.

4.3. In the case of payment by credit card, at the same time as completion of the online transaction, the relevant payment gateway will authorise only the amount relating to the purchase made. The relevant amount will be charged to the User’s credit card at the time of purchase.

5. User Support

5.1. The Company makes a customer support service available to Users for technical support, information about the Services, Account management and clarifications regarding the General Terms.

5.2. Support is available through info@nexify.io.

5.3. The Company undertakes to respond to requests within a reasonable period, compatibly with support volumes and the complexity of the request. The User acknowledges that customer support does not provide personalised advice, does not guarantee immediate or definitive answers and does not provide legal or tax assistance.

5.4. In the event of malfunctions, access problems or service disruptions, the User is invited to contact customer support promptly, describing the issue encountered in detail and attaching, where possible, screenshots and any other elements useful for identifying the problem.

6. Intellectual Property Rights

6.1. The User acknowledges and accepts that the rights in the Platform and the Services are exclusively owned by the Company and/or by third parties that have granted the Company a licence to use them, and are protected against unauthorised use, copying and dissemination by intellectual and industrial property law (“Rights”). Mere use of the Services does not give rise in favour of the User to any right, including by way of example and without limitation intellectual and industrial property rights, in the Platform and the Services, in whole or in part; accordingly, the User may not use the Rights in any way except to the extent strictly necessary to use the Services and for the duration thereof.

6.2. Except as necessary to use the Services, the User may not download, copy, use, transfer, rent, lend, modify, adapt, attempt to modify or alter the source code, carry out reverse engineering, decompile, disassemble or otherwise operate, in whole or in any part, on the Platform.

6.3. Except as provided above, nothing contained in the General Terms and/or elsewhere shall be interpreted as an implied licence or assignment, by acquiescence or otherwise, of the Rights to the User. Unauthorised use, copying, reproduction, modification, republication, updating, downloading, mailing, transmission, distribution or duplication, or any other abusive use of the Platform, the Services and anything covered by or containing the Rights, by the User, shall be deemed prohibited. As users of the Platform and the Services, the User undertakes not to use the Rights for unlawful purposes and/or in breach of the General Terms and undertakes not to infringe the Rights of the Company and/or its third-party licensors as described in the General Terms.

6.4. Consequently, the User hereby undertakes to indemnify and hold the Company harmless from any damage or loss directly or indirectly resulting from the User’s use of the Platform, the Services and anything covered by the Rights in breach of the General Terms. Without prejudice to the foregoing, in the event of breach or suspected breach of the Rights by the User, the Company reserves the right to suspend and/or block the User’s Account.

7. User Representations and Warranties

7.1. The User represents and warrants:

7.2. that they have reached the age of eighteen;

7.3. that they have read and understood the General Terms;

7.4. that they have the necessary powers to act for the purposes referred to therein and have legal capacity to act and enter into legally binding contracts;

7.5. that the data provided at the time of Registration are correct and truthful;

7.6. that, following Registration, they will not transfer or allow third parties to access the Account;

7.7. that they will refrain from any form of direct and/or indirect use of the Platform and the Services that is contrary to law or not compliant with the General Terms;

7.8. that any and all material provided to the Company in relation to the Services does not infringe third-party rights, including image rights, intellectual property rights and, more generally, the rules applicable to them, including privacy and personal data protection rules.

7.9. The User undertakes to comply with any guidelines, disclaimers, FAQs or other operational indications made available by the Company on the Platform (and duly notified to the User when creating an Account or by e-mail or other type of notification), which shall be considered an integral and substantial part of these General Terms.

7.10. The Platform may include features based on algorithmic or artificial intelligence systems, including systems provided by third parties. The Company acknowledges that such tools constitute operational support and do not guarantee the accuracy, completeness or suitability of the results generated. Any liability of the Company for decisions taken by the User on the basis of generated outputs is excluded.

7.11. The User hereby undertakes to indemnify and hold the Company harmless from any damage, liability, cost, charge or expense, including legal fees, that the Company may incur, directly or indirectly, as a consequence of the User’s breach of the warranties given in the preceding article and, more generally, of the provisions of the General Terms. Without prejudice to the foregoing, in the event of breach or suspected breach of this article, the Company reserves the right to suspend and/or block the User’s Account without prior notice.

7.12. The User acknowledges and accepts that, except where expressly specified in the General Terms, the Company gives no representation or warranty, express or implied, regarding the Platform, the Services and all information contained therein. In this sense, the User declares that they acknowledge and expressly accept that opening the in-app browser is a technical function that the Company makes available to the User, but that the Company gives no representation or warranty, express or implied, regarding searches carried out through that function.

8. Liability – Limitation of Liability in Favour of the Company

8.1. The User acknowledges and accepts that, except where expressly specified in the General Terms, the Company gives no representation or warranty, express or implied, regarding the Services and the Platform.

8.2. The User acknowledges and accepts that the Company gives no guarantee as to the correctness or updating of the Platform. Therefore, the User hereby waives any claim, including by way of reimbursement or compensation, relating, by way of example only, to the correctness and/or updating of the Platform.

8.3. The User acknowledges and expressly accepts that, in the event of breach or suspected breach by the User of the law, third-party rights or the General Terms, the Company may, at its complete discretion, suspend, block or delete the User’s Account, prevent access to the Platform or take any other action useful to protect the Company’s rights.

8.4. Without prejudice to cases of wilful misconduct or gross negligence, the User i) acknowledges and accepts that the Company shall in no way be liable to the User for any damages, losses, costs, charges and expenses, direct or indirect, including any legal fees, suffered and/or borne by the User in connection with the Services; and ii) hereby waives any claim, including by way of reimbursement or compensation, against the Company. Without prejudice to the foregoing, the Company shall in no way be liable to the User for any delays or non-performance of its obligations in relation to the Services where such delays or non-performance result from force majeure.

8.5. The Company is not necessarily affiliated and/or partnered with the natural and/or legal persons owning the websites to which links exist within the Platform and/or the Services and is not liable in any capacity for the content of such websites. Such links are provided solely for the User’s convenience and access to such sites occurs at the User’s discretion and exclusive responsibility. A link from the Platform or the Services to any other website does not imply that the Company approves, endorses or recommends that website in any way, or has any control over any element of the content of that website.

8.6. In any event, and to the extent permitted by law, neither the Company nor any of its operators, officers, employees, representatives, subsidiaries, affiliates, license holders, agents or other personnel involved in the production, sponsorship or promotion of the Platform shall be held liable for i) direct and indirect damages connected with use of the Platform itself and use of the Services, including property damage resulting from theft or tampering, damage relating to physical injury or death; ii) direct and indirect damage to honour and reputation suffered while using the Platform and the Services.

9. Indemnity

9.1. The User undertakes to indemnify and hold harmless the Company, its subsidiaries and affiliates, and their respective representatives, partners and employees from any damage, liability, cost, charge or expense, including legal fees, arising from third-party claims as a consequence of the User’s use of the Platform and the Services in a manner not compliant with the General Terms and/or of breaches of the conditions set out therein, including the representations and warranties referred to in the relevant paragraph of the General Terms.

10. Processing of Users’ Personal Data

10.1. Pursuant to and for the purposes of Italian Legislative Decree no. 196 of 30 June 2003, as supplemented by the amendments introduced by Italian Legislative Decree no. 101 of 10 August 2018 (“Code”), Regulation (EU) 679/2016 (“Regulation”), and any other personal data protection legislation applicable in Italy, whether already in force or entering into force after the date of execution of these General Terms, including the provisions of the Italian Data Protection Authority issued in implementation of the Code and/or the Regulation (jointly, “Privacy Law”), the Company will process, as data controller and by automated and non-automated means, the personal data provided directly by the User (“User Data”) for the purposes of creating the Account and using the Platform, as well as any data that it acquires during the term of the General Terms and in any case connected with the General Terms themselves, exclusively for management and administrative purposes relating to the performance of contractual and legislative obligations. Providing the User Data is necessary for the fulfilment of those purposes and, failing this, they cannot be carried out in whole or in part. User Data will be processed by the Company only using methods and procedures necessary to pursue the stated purposes. In relation to the processing of User Data referred to in this article, data subjects shall have the right to know, erase, rectify, update, supplement and object to the processing of their personal data, as well as all other rights under the Regulation.

10.2. To better understand how the Company processes User Data, the Privacy Policy can be consulted at the following link: https://yumii.ai/privacy.html.

10.3. By accessing their Account, the User may at any time correct, rectify or update their personal data. If the User decides to delete their Account, all stored data relating to the User will be deleted by the Company. Where complete deletion of User Data is not permitted and/or retention of a copy of the information relating to the User is required by law, the data will be blocked in relation to any further processing.

11. Assignment

11.1. The User may not assign the General Terms to third parties, either in whole or in part.

12. Survival of Clauses

12.1. Without prejudice to the provisions of the General Terms concerning amendments by the Company, the General Terms shall remain effective until the Parties determine their termination under the terms provided in the General Terms.

12.2. The clauses of the General Terms contained in the following paragraphs shall remain valid and effective even after the General Terms cease to have effect: User Representations and Warranties; Liability – Limitation of Liability in Favour of the Company; Intellectual Property Rights; Indemnity; Survival of Clauses; Governing Law and Jurisdiction; General Clauses.

13. Termination

13.1. Pursuant to Article 1456 of the Italian Civil Code, the Company may terminate the General Terms with immediate effect by simply sending written notice by certified e-mail or registered letter with return receipt to the User if the User has breached one or more of the following provisions of the General Terms: User Representations and Warranties; Intellectual Property Rights; Assignment. In any case, the Company’s right to compensation for further damage remains unaffected.

14. Governing Law and Jurisdiction

14.1. The General Terms are entirely governed by Italian law.

14.2. Without prejudice to the provisions protecting consumers with regard to competent courts, any dispute arising between the Parties in relation to the validity, interpretation, performance and termination of the General Terms and/or in any case in connection with the General Terms shall fall under the exclusive jurisdiction of the Court of Milan, to the exclusion of any other court, whether concurrent or alternative.

15. General Clauses

15.1. Any tolerance by the Company of conduct by the User in breach of any provision of the General Terms shall not constitute a waiver of the rights arising from the breached provision, nor of the right to require proper performance of all provisions of the General Terms.

15.2. Failure or delay by the Company in exercising a right under the General Terms shall not constitute a waiver of that right.

15.3. The General Terms contain the entire agreement reached by the Parties with respect to their subject matter and prevail over all previous communications, declarations, understandings and agreements, whether oral or written, reached by the Parties.

15.4. If any term or other provision of the General Terms is declared null, voidable or unenforceable, all other terms and provisions of the General Terms shall in any case remain fully valid and effective.

15.5. The Parties act with full autonomy and independence. The General Terms do not create between them any relationship of collaboration, agency, association, brokerage or employment.

15.6. In the event of a complaint regarding any Service, please contact the Company at the e-mail address info@nexify.io.