Terms & Conditions

Version 1.0 · Published July 9, 2026

Introduction
Definitions
Eligibility
User Accounts
Description of Services
AI Features
Health Disclaimer
User Content
Acceptable Use
Premium Subscription
Payments
Intellectual Property
Privacy
Third-Party Services
Availability
Updates
Disclaimer of Warranties
Limitation of Liability
Indemnification
Suspension and Termination
Governing Law
General Provisions
Contact

1. Introduction

These Terms & Conditions ("Terms") govern your access to and use of the Spru mobile application and related services (together, the "Services"), provided by:

NXL GmbH Baarermattstrasse 8D 6340 Baar Switzerland

Referred to in these Terms as "NXL", "we", "our", or "us".

By downloading, installing, accessing, or using the App, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the App.

These Terms constitute a legally binding agreement between you and NXL. If you are using the App on behalf of another person or entity, you represent that you have the authority to bind that person or entity to these Terms.

2. Definitions

"App" means the Spru mobile application, made available on iOS and Android, including all related content, features, and functionality.
"Services" means the App together with any related websites, features, content, and services made available by NXL, including AI-powered features.
"Account" means the personal account you create to access and use the Services.
"User", "you", or "your" means the individual who has created an Account or otherwise accesses or uses the Services.
"Subscription" means a recurring paid plan that grants access to Premium features.
"Premium" means the paid tier of the Services, as opposed to the free tier.
"Content" means any text, images, graphics, data, information, or other material made available through the Services, including Content generated by NXL or by AI Features.
"User Content" means any Content that you submit, upload, or otherwise make available through the Services, including meal photos, profile information, goals, preferences, and notes.
"AI Features" means any feature of the Services that uses artificial intelligence or machine learning, including AI-powered meal photo recognition, nutrition estimation, and personalised insights or recommendations.
"Intellectual Property" means all patents, trademarks, trade names, copyrights, trade secrets, database rights, and other intellectual property or proprietary rights, whether registered or unregistered, worldwide.

3. Eligibility

To use the Services, you must:

be at least [MINIMUM AGE — PLACEHOLDER; must match Privacy Policy §24] years old, or the age of digital consent in your jurisdiction if higher, and have the legal capacity to enter into a binding agreement; or
if you are below that age, use the Services only with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf, where permitted by applicable law.

By creating an Account, you represent and warrant that:

all information you provide is accurate, current, and complete; and
you have the legal capacity, and are not barred under applicable law, to use the Services.

You are responsible for ensuring that your use of the Services complies with the laws of your jurisdiction. Where local law imposes stricter age or capacity requirements than those stated above, the stricter requirement applies.

4. User Accounts

Creating an account. To access most features of the Services, you must create an Account by providing certain information (see the Privacy Policy for details on what data is collected).

Account security. You are responsible for:

maintaining the confidentiality of your Account credentials;
all activities that occur under your Account; and
notifying us promptly at the contact details in Section 23 if you become aware of any unauthorised use of your Account.

Account accuracy. You agree to keep your Account information accurate and up to date.

Account deletion. You may delete your Account at any time through the in-app account settings or by contacting us, as described in the Privacy Policy's account deletion section.

Suspension. We may suspend or restrict your Account as described in Section 20.

5. Description of Services

Spru provides nutrition assistance, hydration tracking, habit and wellbeing tools, educational insights, and AI-powered recommendations, including features such as:

AI meal recognition from photos and nutritional analysis;
meal logging and meal history;
water intake tracking;
habit tracking, goals, streaks, and progress tracking;
personal insights and recommendations;
an in-app avatar ("Spru") that evolves based on your engagement;
push notifications and reminders;
a Premium subscription tier; and
integrations with Apple Health and Google Health Connect, and potentially other wearable or third-party health and fitness platforms in the future.

The Services provide educational and informational content only. The Services do not provide medical advice — see Section 7.

The functionality, features, and availability of the Services may evolve, change, or be discontinued over time, as described in Section 15 and Section 16.

6. AI Features

The Services include AI Features, including AI systems that analyse meal photos you submit. You acknowledge and agree that:

AI Features analyse meal photos and other inputs to estimate food items, portion sizes, and nutritional values;
AI-generated outputs are estimates only and may be inaccurate, incomplete, or unreliable;
AI outputs, models, and methods may change over time, which may cause estimates for the same or similar inputs to differ between uses;
AI Features are informational only and are not a substitute for professional judgment;
you remain solely responsible for any decisions you make based on AI Features, including dietary, nutritional, or health-related decisions; and
AI Features do not replace the advice of a physician, registered dietitian, nutritionist, or other qualified professional.

You should independently verify any AI-generated output before relying on it, particularly where allergies, medical conditions, or other health-sensitive factors are involved.

7. Health Disclaimer

Spru is not, and does not act as, a doctor, dietitian, nutritionist, healthcare provider, or medical device.

The Services do not:

diagnose any medical condition;
treat any medical condition;
cure any disease; or
prevent any disease.

The Services provide general educational and informational content related to nutrition, hydration, and wellbeing. This content is not, and should not be treated as, medical advice.

You should seek the advice of a qualified physician, registered dietitian, or other healthcare professional before making decisions that affect your health, including before starting any new diet, exercise, hydration, or wellness routine, and particularly if you have a medical condition, allergy, are pregnant or breastfeeding, or are otherwise in a vulnerable health situation.

If you believe you are experiencing a medical emergency, contact emergency services or a qualified medical professional immediately. Do not rely on the Services in an emergency.

8. User Content

You may submit User Content through the Services, including meal photos, profile information, goals, preferences, and notes.

Ownership. You retain ownership of your User Content.

Licence to NXL. By submitting User Content, you grant NXL a worldwide, non-exclusive, royalty-free licence to use, host, store, reproduce, and process your User Content solely to operate, maintain, improve, and provide the Services, including through AI Features, and subject to the Privacy Policy (including its provisions on de-identified/aggregated use of data to improve our systems).

Your responsibilities. You represent and warrant that:

you own or have the necessary rights, licences, and permissions to submit your User Content and to grant the licence above; and
your User Content does not violate any applicable law or infringe the rights of any third party.

Prohibited content. You must not upload or submit User Content that is unlawful, infringing, defamatory, obscene, or that otherwise violates Section 9.

We do not actively monitor all User Content, but we may review, remove, or restrict access to User Content that we reasonably believe violates these Terms or applicable law.

9. Acceptable Use

You must not use the Services to:

engage in any unlawful activity or violate any applicable law or regulation;
abuse, harass, threaten, or intimidate any person;
engage in fraud or misrepresentation;
reverse engineer, decompile, or disassemble the App or any AI Features, except to the extent such restriction is prohibited by applicable law;
scrape, harvest, or extract data from the Services using automated means without our prior written consent;
use bots, scripts, or other automated means to access or interact with the Services, except as expressly permitted;
exploit any bug, vulnerability, or unintended functionality in the Services;
attempt to access, probe, or reverse engineer the underlying AI models or systems used by the Services;
interfere with, disrupt, or place undue burden on the Services or the infrastructure used to provide them;
upload or distribute malware, viruses, or other harmful code;
impersonate any person or entity, or misrepresent your affiliation with any person or entity;
infringe the copyright, trademark, or other intellectual property rights of NXL or any third party; or
misuse Premium Subscription features, including by circumventing payment, sharing Premium access in violation of these Terms, or engaging in fraudulent purchases or chargebacks.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including suspending or terminating an Account as described in Section 20.

10. Premium Subscription

Plans. The Services are offered on a free plan and a Premium (paid) subscription plan. Premium features are described within the App and may change over time, as described in Section 15 and Section 16.

Billing cycles. Premium Subscriptions may be offered on a monthly, annual, or other billing cycle, as displayed within the App at the time of purchase.

Automatic renewal. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date, in accordance with the policies of the Apple App Store or Google Play, as applicable.

Cancellation. You may cancel your Subscription at any time through your Apple App Store or Google Play account settings. Cancellation will take effect at the end of the current billing period; no partial refunds are provided for the remainder of a billing period except as required by applicable law or Apple/Google policy.

Trial periods. Where a free trial or introductory offer is available, its availability, length, and terms will be disclosed to you within the App or the applicable app store listing prior to purchase. [PLACEHOLDER — confirm current trial offerings, if any, before publication; do not hardcode trial length here as it may change.]

Price changes. Subscription prices may change from time to time. Where required by applicable law or by Apple/Google policy, we (or Apple/Google on our behalf) will provide advance notice of any price increase and an opportunity to cancel before the new price takes effect.

Promotions. We may offer promotional pricing or offers from time to time, subject to additional terms disclosed at the time of the offer.

Billing through app stores. Subscriptions are billed through the Apple App Store or Google Play, depending on your device. Your Subscription is subject to the applicable app store's terms and payment methods.

Refunds. Refunds for purchases made through the Apple App Store or Google Play are handled by Apple or Google in accordance with their respective refund policies. NXL does not directly process refunds for app-store purchases.

11. Payments

Prices for Premium Subscriptions and any other paid features may change, subject to Section 10.
Applicable taxes (e.g. VAT, sales tax) may be added to the displayed price, as required by your jurisdiction and the applicable app store.
Payment processing is handled by Apple, Google, or their respective payment processors; NXL does not directly collect or store your full payment card details.
If a payment fails or cannot be processed, your access to Premium features may be suspended until payment is successfully completed.

12. Intellectual Property

NXL owns, or has the necessary licences to use, all right, title, and interest in and to the Services, including all Intellectual Property relating to:

the software and source code of the App;
the AI systems, models, and algorithms used to provide AI Features;
our databases and data structures;
our branding, trademarks, trade names, and logos;
illustrations, the Spru avatar, designs, and animations; and
all other Content provided by NXL as part of the Services (excluding User Content).

Limited licence to you. Subject to your compliance with these Terms, NXL grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the App for your personal, non-commercial use. This licence does not grant you any ownership interest in the Services or any Intellectual Property.

You must not copy, modify, distribute, sell, lease, or create derivative works based on the Services, except as expressly permitted by these Terms or applicable law.

13. Privacy

Our collection, use, and disclosure of personal data in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference.

Personal data is processed in accordance with applicable data protection law, including the GDPR, the UK GDPR, and the Swiss Federal Act on Data Protection (FADP), as further described in the Privacy Policy.

Please refer to the Privacy Policy for full details of our data practices; this section does not restate that information.

14. Third-Party Services

The Services may integrate with, rely on, or link to third-party services, including:

Apple and Google (app store distribution, billing, and platform services, including HealthKit and Health Connect integrations);
payment providers engaged by Apple or Google, and our subscription management provider (RevenueCat);
AI providers, including Google (Gemini/Generative AI), used to power AI Features;
analytics providers (including PostHog) and other technical infrastructure providers; and
cloud hosting providers (including Google Cloud Platform).

[PLACEHOLDER — confirm the final list of third-party providers before publication; see the Privacy Policy's processors and service providers section for the current technical inventory.]

NXL is not responsible for the availability, content, accuracy, or practices of any third-party service, and your use of any third-party service is subject to that provider's own terms and policies.

15. Availability

We do not guarantee that the Services will be uninterrupted, error-free, or available at all times. The Services may be unavailable due to maintenance, updates, technical issues, or circumstances beyond our reasonable control.

We may:

perform scheduled or emergency maintenance that temporarily affects availability;
offer beta or experimental features that may be unstable, incomplete, or changed or removed without notice;
change, add, or remove features of the Services over time; and
discontinue the Services, or any part of them, at our discretion, subject to applicable law.

We do not guarantee any specific level of uptime or availability.

16. Updates

The App may be updated from time to time, including automatically where enabled by your device settings. Updates may change, add, or remove functionality.

We may update these Terms from time to time. Material changes will be notified to you through the App or by other reasonable means, and, where required by applicable law, we will seek your renewed acceptance. Your continued use of the Services after an updated version of these Terms takes effect constitutes your acceptance of the updated Terms.

17. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Services are provided "AS IS" and "AS AVAILABLE", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

NXL does not warrant that:

the Services will meet your requirements;
the Services will be uninterrupted, timely, secure, or error-free;
the results obtained from the Services, including AI-generated outputs, will be accurate or reliable; or
any errors in the Services will be corrected.

Nothing in this section limits or excludes any warranty that cannot be lawfully limited or excluded under applicable mandatory consumer protection law.

18. Limitation of Liability

To the fullest extent permitted under Swiss law and any mandatory consumer protection laws applicable to you, NXL and its officers, employees, and agents shall not be liable for:

inaccuracies or errors in AI-generated outputs, including food recognition, portion estimation, or nutritional value errors;
any health outcome, decision, or consequence resulting from your use of, or reliance on, the Services, including AI Features;
missed, delayed, or failed push notifications or reminders;
decisions you make based on Content or AI Features provided through the Services;
loss of data, User Content, or account information;
service interruptions, downtime, or discontinuation of the Services; or
any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, goodwill, or anticipated savings, arising out of or in connection with your use of the Services, whether based on contract, tort, or any other legal theory, even if NXL has been advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable mandatory law, including liability for death or personal injury caused by gross negligence or wilful misconduct, or any other liability that cannot be excluded under Swiss law or applicable mandatory consumer protection law.

[PLACEHOLDER — confirm whether a monetary cap on liability (e.g. limited to amounts paid in the preceding 12 months) should be added, subject to Swiss law and mandatory consumer protection review.]

19. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless NXL and its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

your misuse of the Services;
your unlawful conduct;
your User Content;
your breach of these Terms; or
your infringement of any third party's rights.

This indemnification obligation is subject to any limitations imposed by mandatory consumer protection law applicable to you.

20. Suspension and Termination

By NXL. We may suspend, restrict, or terminate your access to the Services, in whole or in part, at our discretion, including where we reasonably believe:

you have engaged in fraud or abuse;
you have violated these Terms;
your conduct poses a security concern; or
suspension or termination is necessary to comply with applicable law or a legal obligation.

Where reasonably practicable and not prohibited by law, we will provide notice of suspension or termination and the reason for it.

By you. You may close your Account at any time, as described in Section 4 and the Privacy Policy.

Effect of termination. Upon termination, your right to access and use the Services ceases. Provisions of these Terms that by their nature should survive termination (including Section 12, Section 17, Section 18, Section 19, and Section 21) will survive.

21. Governing Law

These Terms are governed by, and construed in accordance with, the substantive laws of Switzerland, excluding its conflict of laws principles.

Subject to any mandatory consumer protection laws that entitle you to bring proceedings in the courts of your own country of residence, the courts of the Canton of Zug, Switzerland, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Services.

22. General Provisions

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

Waiver. No failure or delay by NXL in exercising any right under these Terms will operate as a waiver of that right.

Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law.

Entire agreement. These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and NXL regarding the Services, and supersede any prior agreements or understandings.

Force majeure. NXL will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labour disputes, internet or telecommunications failures, or failures of third-party service providers.

No partnership. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and NXL.

Survival. Provisions of these Terms that by their nature should survive termination will survive, as described in Section 20.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

Electronic communications. You consent to receive communications from NXL electronically, including by email and in-app notification, and agree that such communications satisfy any legal requirement that communications be in writing, to the extent permitted by applicable law.

23. Contact

If you have questions about these Terms, please contact:

NXL GmbH Baar, Switzerland

Email: legal@spru.app Website: https://spru.app

Additional details:

Company registration number: [PLACEHOLDER — CH-UID / commercial register number]
VAT number: [PLACEHOLDER]
Postal address: [PLACEHOLDER — full registered postal address, if different from the registered office above: Baarermattstrasse 8D, 6340 Baar, Switzerland]