Behavior Metabolic Sciences, LLC, a limited liability company organized under the laws of the State of Delaware, and licensed to provide the Invoy product and service (“Invoy”), (collectively “Metabolic”, “Invoy”, “us”, “we”, “our” or the “Company”) extends a warm welcome to you (the “User(s)” and “you”) to the Invoy website located at invoy.com (the “Website”), as well as to your utilization of our proprietary breath acetone analyzer (the “Product”), and the associated test capsules (“Pods”), alongside the Invoy mobile and online platforms (the “Mobile App” and “Web App”, collectively “Invoy Apps”). Through these platforms, Users who have subscribed can access the suite of services provided by the Company via the use of our Product (“Ancillary Services”), which includes food, diet, lifestyle, and wellness recommendations tailored to the User’s daily activities, preferences, and lifestyle choices (collectively with the Website, the Product, the Pods, the Web App, and the Mobile App, referred to as the “Services”).

Please read these Terms of Service (“Terms”) meticulously before utilizing the Services. By accessing or employing the Services, you indicate your intention and express agreement to be bound by these Terms and the Privacy Policy (available at invoy.com/legal/privacy-policy), which is incorporated herein by reference. If you do not concur with these Terms, you are prohibited from using the Services.

BY CLICKING ON THE “I AGREE,” “REGISTER,” OR “SIGNUP” BUTTON, THE CHECKBOX NEXT TO A STATEMENT SUCH AS “I AGREE TO THE TERMS OF SERVICE AND PRIVACY POLICY,” COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT AND WARRANT THAT (1) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT WITH US, (3) YOU ARE A LEGAL RESIDENT OF THE UNITED STATES, AND (4) YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT.

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Section 1. IMPORTANT HEALTH DECLARATION‍

You acknowledge and agree that participation in any nutrition or weight loss program, including the use of the Services, should be undertaken in consultation with your physician or qualified healthcare provider. Any plans or suggestions provided through the Services are not intended to, and should not be construed as, medical or health-related professional advice, diagnosis, or treatment, nor should they be considered a substitute for professional medical counsel.

ANY DECISION OR ACTION YOU TAKE BASED ON OUTPUT AND/OR INFORMATION PROVIDED THROUGH THE USE OF THE PRODUCT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AND THE PRODUCT IS ENTIRELY AT YOUR OWN RISK. IF YOU HAVE A MEDICAL CONDITION, YOU SHOULD CONSULT YOUR DOCTOR OR ANOTHER PROFESSIONAL HEALTHCARE PROVIDER PRIOR TO UTILIZING THE SERVICES. RELIANCE ON ANY INFORMATION AND/OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ARE FULLY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON SUCH INFORMATION AND/OR RECOMMENDATIONS.

Invoy’s device fits within FDA’s definition of a wellness product. Visit the website for FDA’s guidance for wellness devices. According to the FDA, a general wellness product is one that:

For the purposes of this [guidance](https://www.fda.gov/regulatory-information/search-fda-guidance-documents/general-wellness-policy-low-risk-devices), has (1) an intended use that relates to maintaining or encouraging a general state of health or a healthy activity, or (2) an intended use that relates the role of healthy lifestyle with helping to reduce the risk or impact of certain chronic diseases or conditions and where it is well understood and accepted that healthy lifestyle choices may play an important role in health outcomes for the disease or condition.

The products in the second category meet the regulatory definition of a medical device, but FDA chooses not to regulate them because they are low risk products whose operating principles are well accepted. The Product is designed as a wellness device intended to relate healthy lifestyle choices with the reduction of risk or impact of certain chronic diseases or conditions, recognizing that healthy lifestyle choices may significantly influence health outcomes. Because of FDA’s guidance document as described above, the Product has not been reviewed by the U.S. Food and Drug Administration.

THE PRODUCT IS NOT A DEVICE, APPARATUS, IMPLEMENT, MACHINE, OR SIMILAR ARTICLE INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS, OR IN THE CURE, MITIGATION, TREATMENT, OR PREVENTION OF DISEASE, OR INTENDED TO AFFECT THE STRUCTURE OR ANY FUNCTION OF THE BODY.

Section 2. Access to and Use of the Services

To utilize the Services, you must first register and create a User account (“Account”) via the link provided to you by us, your healthcare provider, or your employer, and furnish specific information about yourself to access the Services. You shall provide accurate, complete, and updated information regarding your identity.

During the registration process for an Account, you will be required to select a username and password. You bear full responsibility for maintaining the confidentiality of your password and Account. You are also fully responsible for any and all activities conducted under your Account. Your Account is personal to you, and you agree not to allow any other individual access to the Services or any portion thereof using your username, password, or other security credentials. Should you forget your password, you may request a new password through the Services. We reserve the right to temporarily suspend or permanently terminate your Account should we determine that you, or any individual utilizing your Account, have violated these Terms.

Upon fulfilling any Subscription obligations, you may terminate your Account at any time, for any reason, by following the instructions provided on the Mobile App, the Web App, or those received from our support team. Be advised that terminating your Account may result in the loss and/or unavailability of content, features, or capabilities associated with your Account, and Invoy shall not be liable for any such unavailability or loss. Invoy reserves the right to terminate your Account without notice after a period of inactivity exceeding one month.

Each Product is designated for use exclusively by a single registered User. The Account associated with a specific Product is intended solely for the personal use of the registered User and must not be shared with or utilized by any other individual. Failure to comply with this provision may result in the suspension or permanent termination of your Account.

For comprehensive information regarding how the Company collects, utilizes, and shares your information, please refer to our Privacy Policy. By utilizing the Services, you consent to the collection, use, and sharing of such information as detailed in the Privacy Policy.

Section 3. User Responsibilities

You acknowledge that you are solely responsible and liable for your use of the Services, whether directly or indirectly, including understanding whether such access or use is permitted or constitutes a violation of this Agreement. You are further solely responsible for compliance with all applicable laws relating to your use of the Services. You shall use the Services solely for lawful purposes and shall conduct all usage in accordance with all applicable laws, rules, and regulations.

You are solely responsible for ensuring that you can access the Services, which includes securing compatible devices (each a “Device”), the Mobile App, the Web App, internet access, and any additional requirements. We do not guarantee that the Services, or any part thereof, will function on or in conjunction with any particular Device, software, operating system, carrier, or network. Any voice, message, data fees, rates, charges, and taxes levied by your Device’s carrier or network may apply to your access, registration with, Subscription to, and/or use of the Services. We shall not be held liable for any Device carrier and network fees, rates, charges, or taxes that may apply.

Invoy does not provide medical services. The wellness resources made available through the Services do not substitute for direct, in-person healthcare services. You acknowledge and agree that Invoy does not furnish medical advice, diagnosis, or treatment recommendations. Your healthcare professionals, not Invoy, are solely responsible for, and shall maintain complete authority over, the provision of any medical services. You understand that communications or consultations through the Services do not establish a provider-patient relationship with Invoy.

Invoy also provides a guidance program as part of a Subscription, which includes chat access to Invoy’s team of analysts (“Invoy Analyst”), one-on-one online consultations, monitoring of your results, and other personalized guidance. Please note that we reserve the right to engage or replace any Invoy Analyst without prior notice. Invoy Analysts are not licensed medical professionals and are not qualified to provide medical advice; any information provided by an Invoy Analyst should not be construed as medical advice. Under no circumstances shall any interactions with any Invoy Analyst be deemed to create a physician-patient relationship or any legal duty. If an Invoy Analyst advises you to seek medical counsel, it is your responsibility to follow up with your healthcare provider.

Section 4. Prohibited Conduct

Certain conduct is strictly prohibited within our Services. You may not, and may not permit any third party to: (i) attempt to interfere with, harm, copy, translate, disassemble, decompile, reverse engineer, steal from, or gain unauthorized access to the Services, user accounts, or the technology and equipment supporting the Services; (ii) allow any other individual to utilize the Services with your registration or login information; (iii) frame or link to the Services without Invoy’s express permission; (iv) utilize data mining, robots, or other data gathering devices on or through the Services, unless expressly permitted by these Terms; (v) breach or circumvent Invoy's security or authentication measures; (vi) post incomplete, false, or misleading information, impersonate another individual, or misrepresent your affiliation with any person or entity; (vii) disclose personal information about another individual or engage in harassment, abuse, or posting objectionable materials; (viii) sell, transfer, or assign any of your rights to use the Services to a third party without Invoy’s prior express written consent; (ix) post advertising or marketing links or content, except as specifically permitted by these Terms; (x) utilize the Services or System unlawfully or to commit any illegal or wrongful act in relation to the Services that results in fines, penalties, or other liability to Invoy or others; (xi) access the Services from a jurisdiction where it is illegal or unauthorized; (xii) assist or permit any individuals in engaging in any of the activities described herein.

Section 5. User Content

Certain features of the Services may enable Users to submit, post, or otherwise transmit content, including feedback, comments, suggestions, and other communications (collectively, “User Content”). By submitting User Content through the Services, you grant Invoy a perpetual, irrevocable, non-exclusive, royalty-free, fully paid, worldwide license to utilize, reproduce, modify, create derivative works from, distribute, publicly display, and publicly perform such User Content, in any form or media, and to incorporate it in other works in perpetuity. You represent and warrant that you own or have all necessary rights to the User Content you submit, and that such User Content does not infringe upon or violate any rights of any third parties, including intellectual property rights, rights of publicity, or privacy rights.

You acknowledge that Invoy does not control, review, or endorse User Content and is not responsible for any User Content that may be posted by Users. Invoy reserves the right, but is not obligated, to monitor, remove, or restrict access to any User Content for any reason or to take any action it deems appropriate in connection with the Services.

Section 6. Subscription and Payment

To access the full range of Invoy Services, you must have an active membership (“Subscription”) alongside a Product.

Your Subscription operates on a monthly basis (“Subscription Term”) and will automatically renew until you cancel it or Invoy suspends or terminates it. With your Subscription, Invoy provides a personal Product linked to your User Account. You agree to pay all applicable fees, including monthly fees, user fees, and any additional costs associated with your Subscription. You also agree to pay all fees and applicable taxes incurred before cancellation. If you choose to restart your Subscription, we may charge your payment method on file.

Invoy may use third-party services to manage payments, which may impose additional terms you must comply with. You may cancel your Subscription at any time, effective at the end of the current Subscription Term. Cancellation does not entitle you to a refund of any fees paid, nor a prorated refund for the remaining Subscription Term. Upon cancellation, you must return the Product within four weeks. Failure to do so will result in a $100 Non-Return Fee charged to your payment method. A return merchandise authorization and shipping label will be provided, but you are responsible for shipping costs.

Upon registration, you must provide a valid payment method. By doing so, you confirm your authorization to use it and allow Invoy or its payment processor to charge this method for the total amount, including applicable taxes and fees. If the payment method cannot be verified or is otherwise unacceptable, your Subscription may be suspended or canceled after three verification attempts.

Invoy may have arrangements with your healthcare provider or a third party to provide Services on their behalf, billing them directly. However, you are responsible for the full cost of your Subscription and Services purchased from Invoy. Invoy does not accept insurance and is not an “in-network” provider for any insurance plans. It is your responsibility to confirm insurance coverage and handle any claims for reimbursement.

Free trials of Subscriptions may be offered at our discretion. If available, specific terms will apply, and if you do not cancel your Subscription before the trial ends, your designated payment method will be billed monthly after the trial period.

Invoy reserves the right to modify, suspend, or discontinue Subscriptions at any time, determining which Services require payment. Upon registration, you can subscribe to the Services and purchase a Product at the price displayed during registration. Invoy may adjust Subscription fees at any time, of course with notice to you, and you acknowledge this possibility.

Section 7. Intellectual Property Rights

You acknowledge that all intellectual property rights in the Services and their contents, including copyrights and trademarks, are owned by Behavior Metabolic Sciences, LLC, its licensors, its assignees, or other providers. The Content is protected under U.S. and international intellectual property laws. Your access to the Services does not grant you any rights to these intellectual properties.

By becoming a user, you have been granted a limited, non-exclusive, non-transferable, revocable license to use and access the Content for personal use only. You agree not to copy, modify, reproduce, or distribute any part of the Content except as permitted by this Agreement. You may not create derivative works or reverse engineer any part of the Content or use it to build a competing service.

Section 8. Disclaimer and Release

Your use of the Services is at your own risk, and they are provided on an “AS IS” and “AS AVAILABLE” basis. Invoy makes no warranties regarding the Services, including their availability, accuracy, or suitability for any purpose. You acknowledge that Invoy is not responsible for any healthcare decisions made based on data from the Services.

In exchange for Invoy providing the Services, you release Invoy and its affiliates from any claims or liabilities related to your use of the Services, including adverse health outcomes. This release covers all known and unknown claims and is a material inducement for Invoy to provide the Services.

Section 9. Electronic Communications

Express Consent. By using the Services, you hereby expressly consent to Invoy sending you electronic communications for any purpose, including but not limited to, updates, newsletters, marketing, and promotional purposes, as well as notifications about special offers or important service-related information. These communications may be sent via email, text message (including SMS and MMS), phone calls, automated dialing systems, prerecorded voice messages, social media, or other electronic means. By granting this consent, you acknowledge that these communications do not violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws. Standard voice, data, and message rates may apply, and you are responsible for any such fees incurred.

Email Opt-Out. You may opt out of receiving marketing or promotional emails from Invoy by following the unsubscribe link in those emails or by contacting us at support@invoy.com. Please note that opting out of marketing emails may impact your ability to fully interact with some of Invoy’s Services and resources.

Text Message Opt-Out. You may opt out of receiving text messages from Invoy by responding to the message with your request or by contacting us at support@invoy.com. Be aware that opting out of text messages may impact certain aspects of your experience with Invoy’s Services.

Other Communication Opt-Outs. You may opt out of other types of electronic communications from Invoy by contacting support@invoy.com with specific information on the communications you no longer wish to receive. Note that opting out of certain communications may limit your engagement with certain features or services offered by Invoy.

Users Accessing Services Outside of the United States. Invoy complies with the data privacy and communication regulations of each jurisdiction in which it operates. Where local jurisdictions mandate opt-in requirements (for example, the GDPR for EU residents), Invoy will comply with such requirements. At this time, you represent and warrant that you are using the Product and Services in the United States, are a legal resident of the United States, and are of legal age.

Section 10. Limitation on Liability

To the maximum extent permitted by applicable law, Invoy, its affiliates, and their licensors, service providers, employees, agents, officers, or directors (collectively, “Invoy Group”) shall not be liable to you or any third party for any direct, indirect, special, incidental, punitive, or consequential damages arising out of or resulting from your use of the Services. This includes, but is not limited to, any breach of warranty, contract, negligence, tort, or any other legal theory (collectively, “Excluded Damages”). Excluded damages include, without limitation, loss of revenue, profit, use, life or health, data loss, claims from third parties, and costs of substitute services. If Invoy cannot lawfully disclaim liability for such damages, then Invoy Group’s maximum liability is limited to the greater of the purchase price paid for the mobile app or $100. These limitations apply even if other remedies fail their essential purpose. Some jurisdictions do not allow limitations on incidental or consequential damages, so this may not apply to you.

No action arising out of these Terms of Service may be brought by you more than one (1) year after the cause of action accrues; all applicable statutes of limitation are waived.

Section 11. Indemnification

You agree to indemnify, defend, and hold harmless Invoy and its affiliates, officers, directors, employees, and agents (collectively, “Indemnified Party”) from any losses, claims, actions, damages, liabilities, penalties, or expenses, including reasonable attorneys’ fees, arising from: (a) your breach of this Agreement; (b) your use or misuse of the Services; (c) your acts or omissions; or (d) actions taken by a third party using your account. Invoy reserves the right to assume exclusive defense and control of any matter you are required to indemnify us for, and you agree to cooperate with our defense.

Section 12. Amendments

Invoy may change the terms of this Agreement by notifying you through reasonable means, including posting changes on our Website. Your acceptance of the new terms is indicated by your clicking "accept" or by continuing to use the Services for seven (7) days without objection. Changes will not apply to disputes arising prior to notification. If you do not agree with the new terms, you may discontinue using the Services.

Section 13. Termination

Invoy may suspend or terminate your access to the Services at any time, for any reason, in its sole discretion, without prior notice, including for any breach of this Agreement. Upon termination, your right to access and use the Services will immediately cease, and Invoy will not be liable for any resulting losses, including the deletion of your User Content. If you have an account, you may terminate this Agreement by contacting Invoy.

Upon termination, provisions that should survive will remain in effect, including those related to intellectual property, warranty disclaimers, and liability limitations. Termination does not relieve you of any obligations or liabilities accrued prior to termination and may result in the deletion of your User Content.

Section 14. Dispute Resolution

This Agreement is governed by the laws of the State of California. Any disputes arising under these Terms shall be resolved in either a small claims court or through binding arbitration administered by the National Arbitration Forum or the American Arbitration Association under their consumer arbitration rules. All disputes shall be handled individually, and you waive your right to access a court or jury, except for small claims court. Invoy may seek injunctive relief in court if it believes that the dispute resolution process could cause irreparable harm.

Section 15. Miscellaneous

These Terms of Service, along with any additional guidelines issued by Invoy, constitute the entire agreement regarding your use of the Services. Any headings are for convenience only and do not define or explain sections. These Terms do not create any partnership, agency, or employer-employee relationship. Invoy’s failure to exercise any right under this Agreement does not waive that right. If any provision is found invalid or unenforceable, it will not affect the validity of the remaining provisions. You may not assign your rights or obligations under this Agreement without prior written consent from Invoy. Invoy may assign its rights freely. This Agreement inures to the benefit of and binds the parties and their successors.

Section 16. Order, Shipping, and Warranty Policy

You must be at least 18 years old to submit an order for a Subscription. Orders for children under 18 are the responsibility of the parent or legal guardian and, at present, Invoy does not work with members less than 18 years of age. Payments must be made through the Website, and delivery will occur within a reasonable timeframe, subject to availability. Shipping costs are included in your Subscription, but additional local taxes may apply. We will not refund or exchange Products sent to an incorrect address, and claims must be made within 45 days of shipping.

Invoy warrants that the Product will function substantially according to its specifications. If your Product malfunctions, you may return it for a one-time no-cost replacement. After the first replacement, your payment method will be charged for any further replacements.

For questions or comments regarding the Terms of Service or the Services, please email us at support@invoy.com, and we will respond within a reasonable timeframe.

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