TERMS OF SERVICE

Updated March 24, 2025

CAREFULLY READ THESE TERMS OF SERVICE BEFORE USING THE SITE OR SERVICES

These Terms of Service (“Agreement” or “Terms”) constitute a binding written agreement between Malla Ventures, Inc., and its affiliates and subsidiaries (collectively “Company,” “Malla”, “we”, “us”, or “our”) and you (“you”, “your”, “yourself”, or “Customer”). The services offered by, and on, care.malla.co (“Site") and our related services, products, app, features, and content are collectively called the “Services.” If a Customer Agreement or similar Services Agreement is mutually signed by you and Malla, that agreement shall govern your use of the Services.

These terms describe your legal rights and responsibilities, and by accessing or using any part of the Services, or you signify your agreement to these Terms and our Privacy Policy. if you are not willing to be bound by these terms, including the disclaimers, you may not access or use all or part of the services. if you do not agree to these Terms, you must not access or use the Services.  

PLEASE NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE WITH A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION AFFECTS HOW DISPUTES WITH MALLA ARE RESOLVED. YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THESE TERMS CAREFULLY.

About the Services

The Services allow you to 1) engage in virtual functional nutrition and medicine related coaching and advisory services and 2) utilize a web-based platform to record your health and wellness progress and goals. You may only use the Services in accordance with these Terms and may not use the Services to engage in any unlawful activity or fraudulent purpose or to infringe on the rights of Malla or others.

Access and Accounts

Conditioned upon your continued compliance with these Terms, Malla grants you the right to access and use the Services. To access and use all or part of the Services, you are required to register and create an account (“Account”). Any registration information you provide to Malla must be accurate, current, and complete. Your access credentials, such as your username and password, cannot be shared with or used by any person or entity except for you. You will be responsible for keeping your Account, including access credentials, secure from unauthorized third-party access or use, and you must promptly notify Malla of any suspected or actual breach or unauthorized use thereof. You are responsible for all access to and use of the Services using your credentials, including all acts and omissions. Malla may immediately suspend your account and access to the Services if you violate, or Malla reasonably suspects that you have violated, these Terms. Upon termination of your Account, your access to the Services will be terminated with immediate effect.

We are committed to protecting the privacy of children and have no intention of collecting personal information from individuals under the age of 18. If you are under the age of 18, do not submit personal information to the Services without the consent of your parent or guardian. Children under the age of 13 are not permitted to use the Services.

Changes to the Terms

We reserve the right to make changes to the Services, policies, and to these Terms at any time and without notice. You should check the Terms regularly to determine if any changes have been made. You can determine when the Terms were last revised by referring to the "Updated" notation above.  Your continued use of the Site or Services following any future amendment constitutes your acceptance of any modified terms. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. If you have any questions regarding these terms, please contact customer care at support@malla.co.

Online Content Disclaimer

Information, recommendations, opinions, claims, proposals, or other materials provided through the Services, excluding those originating directly from Malla, reflect the views of their respective creators and should not automatically be considered trustworthy. These creators bear full responsibility for their contributions. Malla does not assure the precision, thoroughness, or value of any content available on the Services, nor does it embrace, support, or take accountability for the correctness or dependability of opinions, guidance, or assertions made by individuals or entities other than Malla. Malla disclaims any duty or obligation regarding Customer Content that you, other user, or third parties submit or share via the Services. In no event will Malla be liable for any harm or loss arising from dependence on information or materials posted on the Services or communicated to users. 

Not Medical Advice

Though you may seek and access medical advice through the Services, the Services themselves, and all related content, do not consist of, nor provide, medical advice and are not a substitute for medical advice. Results, such as those based on calorie counts or projected weight loss, may vary. Always seek the advice of a licensed medical provider before undertaking any weight loss plan. Reliance on any information provided by or found on the Services is purely at your own risk. To the extent you access medical advice through the Services, the medical provider is solely responsible for all advice, diagnosis, treatment, prescriptions, or other exchanges that may occur between such medical provider and you. Malla is not liable for any action or inaction of such medical provider, regardless of whether you accesses such medical provider through the Services.

Subscription and Payments

The Services are billed on a subscription basis (“Subscription”). You agree to pay the fees for the Services in accordance with the applicable fee schedules listed [in the Customer Agreement/Subscription Agreement/on the Pricing Page/Etc.], and you authorize Malla to charge your designated card on file, as specified through the Services, for all fees as they become payable. You are required to pay fees in full independent of any log ins or utilization of the Services. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Malla cancels it. You may cancel your Subscription renewal either through your online account management page or by emailing support@malla.co.  

Malla may charge additional fees not listed [in the Customer Agreement/Subscription Agreement/on the Pricing Page/Etc.], for exceptions including processing, setup, and other special services (including optional add-on services), and these will be explicitly communicated during the set up process and/or within the Services.

Should automatic billing fail to occur for any reason, Malla will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

Malla in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Malla will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Certain refund requests for Subscriptions may be considered by Malla on a case-by-case basis and granted in sole discretion of Malla.

Taxes

Except for certain state sales taxes as noted on Customer invoices, Malla’s fees do not include any taxes, levies, or other similar governmental assessments (Taxes).

Except as otherwise stated herein, Customer is responsible for the payment of all Taxes associated with Customer’s subscription. 

Malla is solely responsible for taxes assessable against Malla based on its income, property, and employees.

Use Restrictions

Your permission to use the Services is conditioned upon the following. You shall not, directly or indirectly:

• Share your account credentials with another individual or entity, or otherwise make the Services available to anyone other than yourself;

• Sell, resell, rent, or lease the Services, or use any part of the Services beyond its internal operations;

• Use the Services to store or transmit unsolicited marketing emails or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights);

• Interfere with or disrupt the integrity or performance of the Services;

• Attempt to gain unauthorized access to the Services or its related systems or networks;

• Modify, copy the Services, or create derivative works based on the Services or any part, feature, function, or user interface;

• Except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or remove or modify any proprietary marking or restrictive legends in the Services;

• Use the Services in violation of any law; or

• Access the Services to build a competitive service or offering.

Further, when transmitting and submitting any Customer Content (as defined below) while using the Services, you agree as follows:

• You are solely responsible for your account and the activity that occurs while signed in to or while using your Account;

• You will not post information that is malicious, false or inaccurate;

• You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and

• You hereby affirm we have the right to determine whether any of your Customer Content submissions are appropriate and comply with these Terms, remove any and/or all of your submissions, and terminate your Account with or without prior notice. You understand and agree that any liability, loss or damage that occurs as a result of the use of any Customer Content that you make available or access through your use of the Services is solely your responsibility. Malla is not responsible for any public display or misuse of your Customer Content. Malla does not, and cannot, pre-screen or monitor all Customer Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Services.

Monitoring and Enforcement

We have the right to:

• Take any action with respect to any Customer Content (as defined herein) that we deem necessary or appropriate in our sole discretion, including if we believe that such Customer Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Malla.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. 

• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS MALLA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Intellectual Property

As between you and Malla, all content on the Services, including its appearance and look and feel, is owned by Malla unless otherwise expressly indicated through the Services. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not modify, copy, distribute, transmit, display, perform or create derivative works from the content, information or material on the Services. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms. Any Malla trademarks, trade dress, service marks or trade names that appear on the Services or are referenced through the Services are the property of Malla and no license or other right to use such marks, names or dress shall be deemed granted to any User without the express written permission of Malla.

Customer Content 

You understand and acknowledge that you are solely responsible for all information, data, text or other materials or content that you post, transmit privately or make public via the Services (“Customer Content”) and that Malla is not responsible or liable for this information. When you post, transmit or make information public through the Services, you grant Malla a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, for the express purpose of providing the Services to you. You agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Content. Malla, however, reserves the right to remove any Customer Content from the Services at its discretion.

Links to Other Websites

The Service may contain links to third-party web sites or services that are not owned or controlled by Malla.

Malla has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Malla shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Account Access

In some cases, it is necessary for applicable Malla full time employees, in a strict as-need basis, to access your account and content in order to diagnose a problem or to respond to your support requests. When you contact our support teams, please note that it is implied that you are allowing Malla employees to access your account, if necessary, as part of responding to your request. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support teams and those requests will be honored to the extent possible.

Appropriate legal action will be taken, including civil, criminal, and injunctive redress.

Disclaimer 

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, OR RESULTING FROM ANY CONTENT POSTED ON THE SERVICES.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. FURTHERMORE, WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

Any general advice that may be posted on the Services is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment of, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified medical services provider.

Limitation of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, a third-party provider of a product or service (including health and wellness providers, software tools, an organization that has purchased or utilizes the Services, and/or other health care providers), that you interact with using the Services, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

If you are a California resident, you waive California Civil Code §1542, which says: 

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Indemnification

You shall defend, indemnify, and hold harmless Malla, its officers, directors, employees, agents, successors, and assigns from any judicial, administrative, or arbitration action, suit, claim, investigation, mediation, negotiation, or proceeding (each a “Claim”), arising out of or related to any of the following, (a) your violation of these Terms, (b) your use of the Services, (c) your Customer Content, (d) your use of any information obtained through the Services, (e) any unauthorized use, access, or distribution of the Services by Customer, or (f) violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer, and shall pay all associated losses, liabilities, fines, damages, expenses and costs (including legal fees and costs)(collectively, the “Indemnifiable Losses”), except to the extent that Malla’s gross negligence or willful misconduct caused such Indemnifiable Losses. Malla shall promptly provide notice of any such Claim to you. 

ARBITRATION, JURY WAIVER, AND CLASS ACTION WAIVER

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Malla and limits the manner in which you can seek relief from Malla.

General

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms promptly by negotiation between individuals who have authority to settle the controversy. This informal dispute resolution process is a condition precedent to commencing any formal proceeding in arbitration or small claims court. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this process.

For your Disputes with Malla, you must first send your name, address, telephone number, email address, and sufficient information for Malla to identify any transaction at issue; a detailed description of your Dispute; and the nature and basis of your claims and the relief sought to the following email address: support@malla.co. You and Malla agree to negotiate in good faith about the Dispute, including through an informal and individualized telephone conference between you and Malla. If either party to the Dispute is represented by counsel, that party’s counsel may participate, but the party also must personally appear at and participate in the conference. This process should lead to resolution of the Dispute, but if the matter is not resolved within sixty (60) days after Malla’s receipt of the written description detailed above, you and Thesis agree to the further dispute resolution provisions below. 

You and Malla agree that any and all controversies, disputes, demands, counts, claims, or causes of action between you and Malla, or the Malla’s employees, agents, affiliates, subsidiaries, successors, representatives, or assigns (“Dispute(s)”), shall be resolved through binding and confidential arbitration, except that you or Malla may elect to have a Dispute heard in small claims court if it qualifies for hearing by such a court. YOU ACKNOWLEDGE AND AGREE THAT YOU AND MALLA ARE EACH WAIVING YOUR RIGHTS TO SUE IN COURT, INCLUDING RIGHTS TO RECEIVE A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING.

Such arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The tribunal will consist of one arbitrator. The arbitration will take place in New York, New York, United States. If this location is not feasible, the arbitration shall occur in a mutually convenient location of Malla’s choosing. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Waiver of Jury Trial

YOU AND MALLA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Malla are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Malla over whether to vacate or enforce an arbitration award, YOU AND MALLA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions

YOU AND MALLA 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 OR REPRESENTATIVE ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, and the AAA Mass Arbitration Association Supplementary Rules do not apply to the applicable Dispute, neither you nor Malla is entitled to arbitration.

Opt-out

You have the right to opt out of the provisions of this section by sending written notice of your decision to opt out to the following address:

Malla Ventures, Inc.
Attn: Legal
1968 S. Coast Hwy #324
Laguna Beach, CA 92651

Such opt-out must be postmarked within thirty (30) calendar days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms arbitration provisions.

Governing Law

These Terms and any issue or dispute arising out of or in connection with your use of the Site, the Services, intellectual property, the Terms, or any matter concerning Malla shall be governed by the laws of the United States, State of New York, with venue in the Southern District of New York. If any provision of the Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

By using the site, you agree to comply with all applicable laws and regulations of the United States. The material provided on the site is protected by law including, but not limited to, United States copyright and trademark law and international treaties. Company makes no representation that materials contained in the site are appropriate or available for use in other locations and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Services or site from other locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

Privacy Policy

Malla respects the privacy of our Customers. Please refer to Malla’s Privacy Policy (found at https://care.malla.co/privacy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Services, you signify your agreement to this Privacy Policy.

Termination

Malla reserves the right to terminate your access to the Site and/or the Services if it determines that you do not comply with these Terms; provide false, inaccurate, or incomplete information during our registration process; engage in any conduct that would otherwise harm any of Malla’s rights or interests in the Site, the Services, or other property; or for any or no reason whatsoever without prior notice to you. Upon termination, you must cease use of the Services and destroy all materials obtained from such site and all copies thereof, whether made under these Terms or otherwise.

General Terms

If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Malla to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of the Terms. You agree that any Claim related to or arising out of your relationship with Malla must commence within one year after the cause of action accrues. Otherwise, any such Claim is permanently barred. 

Malla may assign or delegate these Terms and/or Malla’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without Malla’s prior written consent, and any unauthorized assignment and delegation by you is void.

Contact Us

If you have questions about these Terms or the Services please contact us by e-mail at support@malla.co or by mail using the details provided below:

Malla Ventures, Inc.
Attn: Legal
1968 S. Coast Hwy #324
Laguna Beach, CA 92651