Terms of Service

1. Parties and Acceptance

These Terms of Service ("Terms") are a legally binding agreement between you ("you" or "User") and Vertical Supply Chain LLC, a South Carolina limited liability company doing business as Vertical Nutrition ("Vertical", "Company", "we", "our", or "us").

These Terms govern your access to and use of the website at verticalco.io and www.verticalco.io, including all subdomains, pages, forms, demo booking flows, marketing materials, downloadable content, referral pages, and related online properties we operate (collectively, the "Site"), and any information, content, or communications you receive through the Site.

BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE.

If you accept these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" includes that organization. You are responsible for ensuring that all users accessing the Site through your organization comply with these Terms.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a binding contract to use the Site. The Site is directed to professionals, organizations, and adults evaluating business or coaching use cases. If you are under 18, you may not use the Site. We do not knowingly collect personal information from children under 13 through the Site.

3. Nature of the Site; Separate Product Agreements

The Site is primarily a marketing, informational, and lead-generation surface. It does not, by itself, grant a license to use Vertical's software products, mobile applications, coach dashboards, APIs, or paid services (collectively, "Products").

Access to Products — including pilots, trials, paid subscriptions, team accounts, and integrations — is provided only under separate written agreements, order forms, quotes, online checkout terms, or in-product terms (collectively, "Product Agreements"). If a Product Agreement conflicts with these Terms with respect to Product use, the Product Agreement controls for that use. These Terms remain in force for Site use even if a Product Agreement exists.

Nothing on the Site is an offer to sell Products on specific terms. Pricing, features, availability, pilot spots, and timelines shown on the Site are illustrative only and may change without notice unless locked in a signed Product Agreement.

4. Important Health, Nutrition, and Performance Disclaimer

VERTICAL IS A SOFTWARE AND INFORMATION COMPANY. WE ARE NOT A HEALTHCARE PROVIDER, MEDICAL PRACTICE, DIETITIAN PRACTICE (UNLESS EXPRESSLY STATED OTHERWISE IN A PRODUCT AGREEMENT), PHARMACY, OR EMERGENCY SERVICE.

Content on the Site — including case studies, metrics, readiness or energy models, nutrition concepts, screenshots, testimonials, forecasts, and marketing claims — is for general informational and business-evaluation purposes only. It is not medical advice, clinical nutrition advice, diagnosis, treatment, or a guarantee of any athletic, health, compliance, or business outcome.

Any energy, readiness, compliance, or similar modeling described on the Site is conservative estimation software intended to support coaching workflows. It may be incomplete, inaccurate, delayed, or unsuitable for any particular individual or program. Coaches, athletes, parents, clinicians, and organizations remain solely responsible for training, nutrition, medical, and safety decisions.

Do not disregard professional medical advice or delay seeking it because of something you read on the Site. If you believe someone is experiencing a medical emergency, call emergency services immediately.

5. Accounts, Inquiries, and Electronic Communications

When you request a demo, submit a form, join a waitlist, create or activate an account, or otherwise contact us, you agree to provide accurate, current, and complete information and to keep it updated. You may use contact and signup channels only for legitimate business or support purposes.

You are responsible for safeguarding any credentials issued to you and for all activity under your credentials. Notify us promptly at solomon@verticalco.io of any unauthorized use.

By providing your email or phone number, you consent to receive transactional and service-related electronic communications from us. Marketing communications, where required by law, will include an unsubscribe or opt-out mechanism. Consent to marketing is not a condition of purchasing Products where prohibited by law.

6. License and Acceptable Use

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your internal evaluation and lawful business purposes. We reserve all rights not expressly granted.

You agree not to, and not to permit others to:

• Violate any applicable law, regulation, or third-party right
• Attempt to gain unauthorized access to the Site, our systems, accounts, or data
• Probe, scan, penetrate, or test the vulnerability of the Site or related systems without our prior written authorization
• Interfere with or disrupt the Site, including by malware, flooding, scraping that impairs performance, or denial-of-service activity
• Scrape, harvest, crawl, mine, index, or systematically collect content, pricing, lead data, or contact information from the Site without our prior written consent (except ordinary search-engine indexing of publicly available pages)
• Copy, modify, distribute, sell, lease, reverse engineer, decompile, or create derivative works from the Site or any non-public materials obtained through it, except to the limited extent such restriction is prohibited by law
• Use the Site or its content to build, train, benchmark, or improve a competing product or service, or for competitive intelligence gathering beyond ordinary browsing of public marketing pages
• Misrepresent your identity, affiliation, or authority, or submit false, misleading, or fraudulent information
• Use the Site to send spam, phishing, or other unsolicited commercial messages
• Remove, obscure, or alter proprietary notices, logos, branding, or attribution
• Frame or mirror any portion of the Site without our prior written consent

We may monitor use of the Site for security, abuse-prevention, and enforcement purposes, and may investigate and take action (including suspending access and involving law enforcement) for suspected violations.

7. Intellectual Property

The Site and all content, software, designs, text, graphics, logos, icons, images, audio, video, documentation, data compilations, and other materials available through the Site (collectively, "Company Materials"), and all intellectual property and proprietary rights therein, are owned by Vertical Supply Chain LLC or its licensors and are protected by United States and international intellectual property and other applicable laws.

Names, logos, and branding associated with Vertical Supply Chain LLC or Vertical Nutrition (including "Vertical", "Vertical Nutrition", and related logos) are proprietary to the Company. Nothing in these Terms grants you any right to use those names, logos, or branding except as necessary to identify Vertical as the source of publicly available Site materials, or as we expressly permit in writing.

Except for the limited license in Section 6, nothing in these Terms transfers any ownership of Company Materials to you. Any unauthorized use may violate copyright and other laws and may result in civil and criminal penalties.

If you believe content on the Site infringes your copyright, notify us at solomon@verticalco.io with sufficient detail for us to identify the material and respond. We may remove content and terminate repeat infringers where appropriate.

8. Feedback and User Submissions

If you provide ideas, suggestions, demos feedback, testimonials, reviews, or other materials ("Feedback"), you grant Vertical Supply Chain LLC a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, commercialize, and otherwise exploit that Feedback for any purpose without restriction, attribution, or compensation to you.

You represent that you have all rights necessary to grant this license and that Feedback does not violate any third-party rights or confidential obligations you owe to others. We have no obligation to use Feedback or keep it confidential unless we have a separate signed nondisclosure agreement.

9. Third-Party Links, Tools, and Services

The Site may link to or embed third-party websites, scheduling tools, payment processors, analytics providers, or other services. We do not control and are not responsible for third-party content, security, availability, or practices. Your use of third-party services is solely between you and the third party and is subject to their terms and privacy policies. We disclaim all liability arising from third-party services to the maximum extent permitted by law.

10. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference. Where there is a conflict between the Privacy Policy and these Terms regarding personal data processing, the Privacy Policy controls for that subject.

11. Case Studies, Testimonials, and Results

Case studies, testimonials, metrics, and success stories on the Site reflect particular customers, athletes, or programs under specific circumstances. They are not guarantees, warranties, or typical results. Individual and organizational outcomes vary. You should not rely on Site results as a promise of similar performance for your program.

12. Beta, Pilot, and Pre-Release Features

Features described as beta, pilot, experimental, preview, or similar are provided solely for evaluation, may change or be discontinued at any time, may contain defects, and are provided without any service-level commitment unless a Product Agreement expressly states otherwise. Your use of such features is at your sole risk.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND ALL COMPANY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT CONTENT WILL BE COMPLETE, CURRENT, OR RELIABLE; OR THAT THE SITE OR ANY INFORMATION OBTAINED THROUGH IT WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN THOSE JURISDICTIONS, OUR WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTICAL SUPPLY CHAIN LLC AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE "VERTICAL PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY; ANY COST OF SUBSTITUTE SERVICES; OR ANY PERSONAL INJURY OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR YOUR USE OF (OR INABILITY TO USE) THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF A VERTICAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE VERTICAL PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND VERTICAL. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE JURISDICTIONS, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

You will defend, indemnify, and hold harmless the Vertical Parties from and against any claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) your access to or use of the Site; (b) your Feedback or other submissions; (c) your violation of these Terms or applicable law; (d) your infringement or misappropriation of any third-party right; or (e) any dispute between you and a third party relating to the Site. We may assume exclusive defense and control of any matter subject to indemnification at your expense; you will cooperate fully and will not settle any claim without our prior written consent.

16. Suspension and Termination

We may refuse, suspend, limit, or terminate access to the Site (in whole or in part) at any time, with or without notice, for any reason or no reason, including if we believe you have violated these Terms, pose a security or legal risk, or if we discontinue or modify the Site.

Upon termination, the license in Section 6 ends immediately. Sections that by their nature should survive — including Sections 4, 7–15, and 17–24 — survive termination.

17. Changes to the Site or Terms

We may modify the Site or these Terms at any time. Updated Terms will be posted on this page with a revised "Last updated" date. Except where applicable law requires additional notice or consent, continued use of the Site after the updated Terms become effective constitutes acceptance. If you do not agree to the updated Terms, stop using the Site. Changes to Product Agreements are governed by those agreements.

18. Governing Law and Exclusive Venue

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the relationship between you and Vertical (collectively, "Dispute") are governed by the laws of the State of South Carolina and applicable United States federal law, without regard to conflict-of-law principles that would require application of another jurisdiction's laws.

Except for claims seeking injunctive or other equitable relief for unauthorized use of intellectual property or confidential information, you and Vertical agree that the state and federal courts located in South Carolina have exclusive jurisdiction over Disputes, and you and Vertical consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum.

THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.

19. Dispute Resolution; Class Action Waiver

Before filing a lawsuit, you agree to attempt to resolve any Dispute informally by contacting us at solomon@verticalco.io and allowing thirty (30) days for good-faith negotiation after we receive a written description of the Dispute.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND VERTICAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING RELATING TO A DISPUTE.

Notwithstanding the exclusive venue above, Vertical may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or Site security without first engaging in informal dispute resolution and without posting a bond beyond what the court requires.

20. Export and Sanctions Compliance

You may not use, export, re-export, or access the Site in violation of U.S. export control or sanctions laws. You represent that you are not located in a comprehensively sanctioned jurisdiction and are not a denied or restricted party under U.S. law.

21. Force Majeure

Vertical is not liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, shortages, network or infrastructure failures, or failures of third-party providers.

22. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any attempted assignment in violation of this section is void. These Terms bind and benefit permitted successors and assigns.

23. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any Product Agreements (as applicable), constitute the entire agreement between you and Vertical regarding the Site and supersede prior or contemporaneous understandings relating to the Site.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Our failure to enforce any provision is not a waiver of that provision or any other. Any waiver must be in writing and signed by an authorized representative of Vertical to be effective.

No third-party beneficiaries. Except for the Vertical Parties entitled to indemnity and liability protections hereunder, these Terms do not create third-party beneficiary rights.

Relationship of parties. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Vertical.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." Notices to Vertical under these Terms must be sent to the contact below (email constitutes writing).

Reservation of rights. We reserve all rights not expressly granted. Nothing in these Terms limits remedies available at law or in equity for unauthorized use of Company Materials.

24. Contact

Vertical Supply Chain LLC dba Vertical Nutrition
Email: solomon@verticalco.io

These Terms are provided for the Site operated by Vertical Supply Chain LLC. They are not a substitute for Product Agreements covering paid software, pilots, or data processing arrangements with customers.