End User License Agreement (EULA)

PLEASE READ THIS AGREEMENT CAREFULLY. By installing, accessing, or using the Steadykept platform, you agree to be bound by this End User License Agreement (“EULA” or “Agreement”). If you do not agree, do not use the Software.

1. Parties and Identity

This EULA is between you (“User,” “you,” “your”) and Virtus Communications Publishing Group, LLC ( “VCPG,” “we,” “us,” “our”), a California limited liability company located in Redlands, CA 92374. The Steadykept platform is designed and developed by Virtus Development Enterprise (VDE), operating as the development-services brand of Virtus Communications Publishing Group, LLC. All rights, obligations, and liabilities under this EULA belong exclusively to Virtus Communications Publishing Group, LLC.

2. Definitions

As used in this EULA:

• “Software” means the Steadykept web application, mobile application, APIs, and all related documentation, updates, and enhancements provided by VCPG.
• “User Data” means household inventory records, item names, quantities, scan events, and any other data you submit or generate through the Software.
• “AI Features” means any machine-learning, natural language processing, or algorithmic recommendation features within the Software, including replenishment predictions, recipe suggestions, and consumption analytics.
• “Subscription” means a paid access plan to the Software, as described in the Terms of Service.
• “Termination” means any end of your right to use the Software, whether initiated by you or by VCPG, arising from cancellation, breach, or cessation of service.

3. License Grant

Virtus Communications Publishing Group, LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your personal, non-commercial household management purposes, subject to the terms of this Agreement and the Terms of Service. This license does not include the right to sublicense, resell, or exploit the Software for any commercial purpose.

4. License Restrictions

You shall NOT, directly or indirectly:

• Copy, modify, adapt, translate, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any non-open-source component of the Software;
• Use the Software for any unlawful, harmful, or fraudulent purpose;
• Sublicense, rent, lease, sell, or transfer your access rights to any third party;
• Use the Software to build a competing product, service, or dataset;
• Circumvent, disable, or interfere with any security, access control, or integrity measure;
• Use automated scripts, bots, or scrapers to access the Software except via officially authorized APIs;
• Remove, alter, or obscure any copyright, trademark, or proprietary notice in or accompanying the Software.

5. Intellectual Property

All right, title, and interest in and to the Software — including all source code, user interface designs, branding, trademarks, trade secrets, AI models, and documentation — remain exclusively with Virtus Communications Publishing Group, LLC. Nothing in this Agreement transfers any ownership interest to you. The Steadykept name, logo, and any associated marks are proprietary to VCPG and may not be used without prior written consent.

6. Your Data — Ownership and Portability

6.1 You Own Your Data. You retain all ownership rights in your User Data. VCPG does not claim ownership of your household inventory, item records, or personal information.

6.2 License to Process. By using the Software, you grant VCPG a limited, revocable license to store, process, and analyze your User Data solely as necessary to provide and improve the Software, as further described in our Privacy Policy.

6.3 Data Export. You may export your User Data at any time through the account settings. VCPG will make a machine-readable export available within five (5) business days of any verified request.

6.4 Data Return Upon Termination. Following Termination for any reason, VCPG will keep your User Data accessible for export for thirty (30) calendar days. After that period, User Data will be permanently deleted in accordance with the Privacy Policy, except where retention is required by applicable law.

7. AI Features Disclaimer

IMPORTANT — READ CAREFULLY. The Software includes AI Features such as replenishment predictions, recipe suggestions, and consumption analytics. These features are generated algorithmically and are provided for informational and convenience purposes only. They are NOT a substitute for professional dietary, medical, nutritional, financial, or safety advice.

Specifically:

• Food Allergies and Dietary Restrictions: Recipe suggestions generated by AI Features may not account for your dietary restrictions, food allergies, medical conditions, or intolerances. Always verify ingredients and suitability before consumption. VCPG expressly disclaims all liability for any adverse reaction, injury, or harm arising from food or ingredient recommendations made by the Software.
• Replenishment and quantity suggestions are estimates based on historical usage patterns and may be inaccurate.
• AI Features may occasionally produce incorrect, incomplete, or outdated information.
• YOU ASSUME ALL RISK WHEN RELYING ON AI-GENERATED CONTENT, including but not limited to recipe suggestions, shopping recommendations, and quantity estimates.

8. Assumption of Risk

YOU EXPRESSLY ASSUME ALL RISKS arising from use of the Software, including but not limited to: inventory tracking inaccuracies; replenishment timing errors; AI-generated recommendations you choose to act upon; loss of data due to device failure or network interruption; and the inherent limitations of algorithmic prediction. VCPG does not guarantee that the Software will meet your specific household needs or produce accurate results in all circumstances.

9. Acceptable Use

The Software is licensed for personal, non-commercial household management only. Any commercial use — including resale of data, use of the Software as part of a paid service offering, or use by businesses tracking commercial inventory — requires a separate written commercial license from Virtus Communications Publishing Group, LLC. Unauthorized commercial use is a material breach of this Agreement and will result in immediate Termination.

10. Third-Party Services

The Software may integrate with or link to third-party services (including barcode databases, grocery retailers, and recipe providers). VCPG is not responsible for the content, accuracy, privacy practices, or availability of any third-party service. Use of third-party services is subject to their own terms and policies. VCPG does not endorse any third-party service or product.

11. No Warranty

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VCPG DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. Some jurisdictions do not allow disclaimer of implied warranties; in such jurisdictions, this disclaimer applies to the maximum extent permitted by law.

12. Limitation of Liability

12.1 Indirect Damages. IN NO EVENT SHALL VCPG, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE.

12.2 Aggregate Liability Cap. VCPG'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO VCPG IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY U.S. DOLLARS (USD $50.00).

12.3 Essential Basis. THE LIMITATIONS IN THIS SECTION 12 REFLECT AN ALLOCATION OF RISK THAT FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. VCPG WOULD NOT PROVIDE THE SOFTWARE WITHOUT THESE LIMITATIONS. Some jurisdictions do not allow certain liability limitations; in such cases, VCPG's liability is limited to the greatest extent permitted by applicable law.

12.4 Exceptions. Nothing in this Agreement excludes or limits VCPG's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any liability that cannot be excluded or limited under applicable law, including California Civil Code § 1668. The caps and exclusions in this Section apply only to the extent permitted by law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Virtus Communications Publishing Group, LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising directly from: (a) your own intentional misconduct or gross negligence; (b) your material and willful violation of this Agreement; or (c) your infringement of a third party’s intellectual property right through content you submit to the Software. This indemnification obligation does NOT extend to actions taken in good faith, to ordinary negligence, or to claims that VCPG contributed to by its own conduct.

14. Term and Termination

14.1 Term. This Agreement is effective from the date you first access the Software and continues until terminated.

14.2 Termination by You. You may terminate this Agreement at any time by deleting your account and ceasing all use of the Software.

14.3 Termination by VCPG. VCPG may terminate or suspend your license immediately if you materially breach this Agreement, engage in conduct harmful to other users or to the Platform, fail to pay applicable fees after a reasonable cure period, or if VCPG ceases to operate the Software. Where reasonable, VCPG will provide advance written notice of termination.

14.4 Effect of Termination. Upon Termination: your license immediately ends; you must cease all use of the Software; you have thirty (30) days to export your User Data (see Section 6.4); fees paid are non-refundable except as expressly provided in the Terms of Service. Sections 5, 6.4, 7, 11, 12, 13, 15, 16, 17, and 18 survive Termination indefinitely.

15. Children’s Privacy

The Software is NOT directed to children under the age of 13, and VCPG does not knowingly collect personal information from children under 13. If you are under 13, you may not use the Software under any circumstances. Consistent with the Children’s Online Privacy Protection Act (COPPA), if VCPG discovers that it has collected information from a child under 13 without verifiable parental consent, it will delete that information promptly.

As a matter of VCPG policy (and not a COPPA requirement), users between the ages of 13 and 17 must have permission from a parent or legal guardian before using the Software, and a parent or guardian is responsible for supervising that use. If you believe a child under 13 has provided information to the Software, contact us at the address in Section 18 and we will address it promptly.

16. Export Controls and Sanctions

The Software may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and OFAC sanctions programs. You may not use, export, re-export, or transfer the Software to any country, individual, or entity subject to U.S. sanctions or embargoes, or in violation of any applicable U.S. or foreign export law. By using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such restricted territory.

17. Dispute Resolution

17.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. Nothing in this Section limits your rights under applicable mandatory consumer protection laws of your jurisdiction, including EU and UK consumer rights and GDPR protections.

17.2 Informal Resolution. Before initiating arbitration or litigation, you agree to contact VCPG at the address in Section 18 and describe your dispute in writing. Both parties will attempt in good faith to resolve the dispute informally within thirty (30) days.

17.3 Binding Arbitration and Class Action Waiver. If informal resolution fails, any dispute arising out of or relating to this Agreement or the Software is subject to the binding arbitration provisions, arbitration opt-out right, class action waiver, and small claims court option set out in Section 16 of the Terms of Service, which are incorporated here by reference and govern such disputes. To avoid conflicting procedures, there is a single dispute resolution regime across this Agreement and the Terms of Service, and the Terms of Service control in the event of any inconsistency.

18. Contact and Notices

Notices under this Agreement must be in writing and addressed to:

Virtus Communications Publishing Group, LLC
Attn: Legal Department
Redlands, CA 92374

The fastest way to send a notice or reach us is through our contact form, which is monitored and routes directly to our operations team.

VCPG may contact you at the email address associated with your account.

19. Entire Agreement and Amendments

This EULA, together with the Terms of Service and Privacy Policy (incorporated herein by reference), constitutes the entire agreement between you and Virtus Communications Publishing Group, LLC regarding the Software and supersedes all prior agreements, representations, or understandings. This EULA supplements the Terms of Service; in the event of any conflict between this EULA and the Terms of Service, the Terms of Service control, and on matters concerning personal data and privacy the Privacy Policy controls. VCPG may amend this EULA by providing at least thirty (30) days’ prior written notice of material changes. Your continued use of the Software after the notice period constitutes acceptance of the amended Agreement. If you do not accept the amended Agreement, you must stop using the Software and may export your User Data during the notice period.

20. Severability and Waiver

If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Failure by either party to enforce any provision of this Agreement is not a waiver of that party’s right to enforce it in the future.