Draft — pending legal review. This document
is a template and is not yet a binding agreement. Bracketed fields
(for example [STATE]) are placeholders to be completed by
counsel before adoption.
Effective: [DATE] · Version: [X]
These Terms of Use and Software License (the “Agreement”) are a legal agreement between [EDIBLEIQ LEGAL ENTITY NAME] (“EdibleIQ,” “we,” “us”) and the individual or entity that accesses or uses the EdibleIQ platform (“Customer,” “you”). By creating an account, clicking “I agree,” deploying the software, or otherwise using the Service, you agree to this Agreement. If you do not agree, do not use the Service. If you accept on behalf of an organization, you represent that you have authority to bind it.
The “Service” is the EdibleIQ platform — the web application and APIs, the AI features (spec-sheet scanning, the assistant, and the automated compliance checks), label and document generation, publishing and audit features, and related documentation — whether hosted by EdibleIQ or deployed on your own infrastructure.
Subject to this Agreement and payment of applicable fees, EdibleIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your subscription term, to use the Service for your internal business purpose of formulating food and beverage products and preparing associated labeling and documentation. The same terms apply whether the Service is hosted by EdibleIQ or deployed on-premise. This is a license, not a sale; EdibleIQ and its licensors retain all right, title, and interest in the Service, and all rights not expressly granted are reserved.
You will not, and will not permit others to: copy, modify, or create derivative works of the Service except as permitted; reverse engineer or attempt to derive its source code, models, or prompts except where that restriction is prohibited by law; rent, resell, sublicense, or provide the Service to third parties as a service bureau; remove proprietary notices or misrepresent the compliance status of any output; use the Service to build or benchmark a competing product; upload unlawful, infringing, or malicious material; circumvent security, access controls, rate limits, or usage metering, or exceed communicated fair-use limits on AI features; or use the Service in violation of any applicable law, including export-control and data-protection laws.
You are responsible for the accuracy and legality of the data you submit and for having the rights to submit it; for verifying every output before you rely on it or release it, including reviewing data the Service flags as unverified; for obtaining qualified human review of any label, statement, or regulatory determination before it is applied to a product placed in commerce (see Section 7); for your users’ compliance and the security of your credentials; and for maintaining your own backups as your risk tolerance requires.
The AI features use probabilistic machine-learning models. You acknowledge that AI output is probabilistic, not deterministic; it can be incomplete or wrong, can both miss a real problem and flag a non-problem, and identical inputs may produce different output. AI output is a starting point, not a conclusion, and must be reviewed and confirmed by a qualified person before use. EdibleIQ does not warrant the accuracy, completeness, or fitness of any AI output, and does not guarantee the availability or cost of AI features, which depend in part on third-party model providers. Where the Service marks data “unverified,” that means a machine supplied it and a human has not yet confirmed it.
EDIBLEIQ IS A DECISION-SUPPORT TOOL. IT IS NOT A SUBSTITUTE FOR REVIEW BY A QUALIFIED REGULATORY, LEGAL, FOOD-SAFETY, OR NUTRITION PROFESSIONAL, AND IT DOES NOT PROVIDE LEGAL, REGULATORY, OR PROFESSIONAL ADVICE.
Specifically, you acknowledge and agree that:
EdibleIQ makes no representation or warranty that use of the Service will result in compliance with any law or regulation or will prevent any regulatory action, recall, rejection, injury, or loss. The detailed scope of what is and is not checked is set out in What our compliance checks cover, which is incorporated into this Agreement by reference.
Your data stays yours. As between the parties, you own all the data and outputs derived from your data — formulas, ingredients, nutrition data, projects, suppliers, and uploaded documents. You grant EdibleIQ a limited license to host, process, and display your data solely to provide, secure, and improve the Service for you, as described in our Privacy Policy. You may export your data in standard, portable formats during the term and for [N] days after termination. EdibleIQ may use aggregated, de-identified data that does not identify you to operate and improve the Service. Content submitted to AI features may be processed by third-party model providers under terms intended to prohibit use of your data to train their general-purpose models.
Fees, billing frequency, tiers, and AI allowance and fair-use terms are as stated in your order or on this site at the time of purchase. Subscription fees are the full price of the Service: EdibleIQ does not bill for usage beyond the subscription price. Except as required by law or expressly stated, fees are non-refundable. Pricing may change prospectively on [NOTICE PERIOD] notice; pre-launch and preliminary pricing is subject to change before general availability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUT, AND ALL REFERENCE DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. EDIBLEIQ AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EDIBLEIQ DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR RELIABLE, THAT ANY LABEL OR PRODUCT WILL COMPLY WITH ANY LAW OR REGULATION, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE. Some jurisdictions do not allow certain exclusions, so some may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) EDIBLEIQ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, HOWEVER CAUSED; (b) WITHOUT LIMITING (a), EDIBLEIQ WILL HAVE NO LIABILITY FOR ANY REGULATORY ACTION, FINE, PENALTY, PRODUCT RECALL, MARKET WITHDRAWAL, MISBRANDING, ADULTERATION, ALLERGEN EXPOSURE, PERSONAL INJURY, OR OTHER LOSS ARISING FROM A LABEL, FORMULA, OR PRODUCT, WHICH REMAIN YOUR RESPONSIBILITY; AND (c) EDIBLEIQ’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE IN THE [TWELVE (12)] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some may not apply to you.
You will defend, indemnify, and hold harmless EdibleIQ and its officers, employees, and agents from any third-party claim, and resulting losses and reasonable attorneys’ fees, arising out of your data; your use of the Service or any output, including any label or product you produce, publish, or place in commerce; your breach of this Agreement or violation of law; or your failure to obtain the qualified human review required by Section 7.
This Agreement applies while you use the Service and for your subscription term. Either party may terminate for the other’s uncured material breach. On termination your license ends; you may export your data as described above. Sections that by their nature should survive do so. This Agreement is governed by the laws of [STATE/COUNTRY], and the parties consent to the exclusive jurisdiction of the courts in [COUNTY, STATE]. EdibleIQ may modify this Agreement prospectively; material changes will be communicated, and continued use after the effective date constitutes acceptance. This Agreement, with the documents it incorporates and any order form, is the entire agreement on its subject matter.
By accessing or using EdibleIQ, you acknowledge that you have read and understood this Agreement; that EdibleIQ is decision-support tooling and not a substitute for review by a qualified professional; that no output — including any “compliant” result — certifies regulatory compliance; that AI output is probabilistic and must be verified by a qualified person; and that you and your organization remain solely responsible for the compliance, accuracy, and legality of every product and label you produce or publish. You agree to the disclaimers of warranty and limitations of liability above.
See also: Privacy Policy · What our compliance checks cover.