Terms of Service
Acceptance of terms
By creating an account, executing an Order Form that references these terms, or accessing or using any part of the Demi website, application, APIs, or related services (collectively, the “Service”), you agree to be bound by these Terms of Service (the “Terms”). If you do not agree to all of these Terms, you must not use the Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms.
Definitions
"Demi," "we," "our," and "us" mean the applicable contracting entity: (a) UpMeals Systems Inc. (for Customers located in Canada), or (b) Demi Technologies Inc., a Delaware corporation (for Customers located in the United States and all other jurisdictions).
"Customer," "you," and "your" mean the individual or legal entity that registers for or uses the Service.
"Service" means the Demi software‑as‑a‑service platform for food production and inventory management, including our website, web or mobile applications, APIs, AI features, documentation, and any related support
services."Content" means any text, images, recipes, inventory data, ingredient lists, or other material uploaded to, transmitted through, or stored in the Service by you, your authorized users, or on your behalf.
"Output" means any data, recipes, insights, or text generated and returned by the Service (including our AI features) based on your Content or prompts.
Eligibility
You must be at least 18 years old and able to form legally binding contracts to use the Service. You are strictly responsible for all activities that occur under your account and for maintaining the confidentiality of your login credentials. You are responsible for ensuring that all authorized users (e.g., your employees, contractors) comply with these Terms. You must immediately notify Demi of any unauthorized use of your account.
Acceptable Use and Strict Restrictions
Strictly Prohibited Activities: You shall not (and shall not permit any third party or authorized user to):
Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structures, ideas, know-how, prompt structures, or algorithms relevant to the Service.
Visually or functionally reproduce, copy, or scrape the proprietary interface, user experience (UX), workflows, or outputs of the Service to replicate the Service’s functionality.
Access or use the Service, its UI, its features, its outputs, or its documentation to design, develop, build, or support a similar or competitive product, service, or feature, whether for commercial resale or for your own internal business use.
Use the Service, or any data or outputs generated by the Service, directly or indirectly, to train, calibrate, or validate any machine learning, artificial intelligence models, or large language models (LLMs).
Perform competitive benchmarking, vulnerability testing, or publicly disclose any benchmarking results relating to the Service;
Use any robot, spider, scraper, or other automated means to access the Service or extract data;
Use the Service for any High-Risk Activities (as defined below);
Use the Service to infringe the intellectual property, privacy, or other rights of third parties, or to violate any applicable laws.
You agree not to use the App for any unlawful or prohibited purpose, including but not limited to the distribution of harmful content, spam, or any other activity that may disrupt the functionality of the App.
You acknowledge and agree that you are solely responsible for verifying that your use of the Service complies with all applicable laws and regulations. Demi does not guarantee that the Service meets the compliance requirements of any specific jurisdiction or industry.
Food Safety, Health, and Regulatory Disclaimer
The Service is a management and organizational tool. It is not a substitute for professional food safety protocols, nutritional analysis, or regulatory compliance.
You acknowledge and agree that:
Demi makes no guarantees regarding the accuracy of nutritional information, allergen tracking, food costing, or recipe yields generated or stored within the Service;
You are solely responsible for all food preparation, safety, storage, and handling protocols;
You are solely responsible for ensuring compliance with all applicable health codes, FDA/Health Canada regulations, and local food safety laws;
Demi assumes zero liability for any foodborne illness, allergic reactions, health violations, or other damages arising from the production, consumption, or distribution of food managed, prepped, or tracked using the
Service.
AI Features and Output
The Service may utilize artificial intelligence and machine learning. You acknowledge that:
Output generated by AI may contain errors, hallucinations, or inaccuracies. You are solely responsible for reviewing and verifying all Output before relying on it for business operations or food production.
Non-Uniqueness of Output: Due to the nature of machine learning and large-language-models (LLM), Output may not be unique across users. The Service may generate the same or similar Output for Demi or other third parties. Output requested by and generated for other users is not considered your Content.
Intellectual Property & Data Rights
Demi's IP: We own all rights, title, and interest in and to the Service, its underlying technology, UI/UX, AI models, Aggregated Data, and all related intellectual property.
Your Content: You retain all ownership rights to your Content. By using the Service, you grant Demi a worldwide, royalty-free, fully paid-up, sublicensable license to host, copy, process, transmit, and display your
Content solely as necessary to provide, maintain, and improve the Service.Aggregated Data: Demi may aggregate, anonymize, and de-identify your Content and usage data so that it cannot reasonably be used to identify you or any individual ("Aggregated Data"). Demi retains all intellectual
property rights in Aggregated Data and may use it for any lawful purpose, including to train and improve our algorithms, AI models, and overall platform.Feedback: If you provide suggestions, feature requests, or feedback, you grant Demi a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our products and services without compensation
to you.
Publicity
Unless you provide written notice to the contrary, you grant Demi the right to use your company name and logo as a reference for marketing or promotional purposes on our website and marketing communications. Formal media communications and press releases will be shared for review and approval, with such approvals not being unreasonably withheld.
Immediate Suspension and Termination
Demi reserves the right to immediately suspend or terminate your access to the Service, in whole or in part, without notice and without liability, if we determine in our sole and absolute discretion that:
You have violated any provision of these Terms (particularly Sections 4 and 5);
Your use poses a security risk to Demi, our infrastructure, or our other customers;
You are utilizing the Service to develop a competing product, train AI models, or extract data.
Effect of Termination: Upon termination, all rights granted to you will immediately cease. Fees already paid are non‑refundable except as required by law. We reserve the right to delete your Content from our active databases 30 days after termination. Survival clauses (including Sections 5, 7, 9, 10, 11, and 12) will remain in effect.
Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." DEMI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND TITLE. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR‑FREE, OR 100% SECURE.
. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DEMI, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE,
DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.
DEMI’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) ONE THOUSAND U.S. DOLLARS ($1,000 USD); OR (B) THE TOTAL AMOUNT PAID BY YOU TO DEMI IN THE TWELVE (12) MONTHS
PRECEDING THE CLAIM.
. Indemnification
You agree to defend, indemnify, and hold harmless Demi, its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable
legal fees) arising out of or related to:
Your Content;
Your violation of these Terms;
Your violation of any applicable laws, regulations, or third-party rights (including data privacy laws); or
Any claim arising from food safety issues, allergen exposure, or health code violations related to products managed or produced using the Service.
. Governing law
The Demi entity entering into these Terms, the governing law, and the dispute resolution venue depend on your domicile:
For Customers in Canada: You are contracting with UpMeals Systems Inc. These Terms, and any disputes arising out of them, shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Any dispute, controversy, or claim shall be finally resolved by binding
arbitration administered by the Vancouver International Arbitration Centre (VanIAC) in accordance with its rules. The arbitration shall take place in Vancouver, British Columbia, Canada.
For Customers in the United States and Rest of World: You are contracting with Demi Technologies Inc. These Terms, and any disputes arising out of them, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. Any dispute, controversy, or claim shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, USA.
Class Action Waiver: YOU AND DEMI 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, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The language of all arbitrations shall be English.
Term and Termination
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. You may not assign these Terms without Demi's prior written consent; Demi may assign these Terms without restriction. These Terms, along with any applicable Order Form and our Privacy Policy, constitute the entire agreement between you and Demi regarding the Service.
Changes to terms
We may update these Terms from time to time. Material changes will be notified by email or through the Service. Continued use after the effective date constitutes acceptance of the revised Terms.
By using the Demi Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
