Terms & Conditions

1. Agreement to Terms and Binding Effect

1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement made between you ("User", "you", or "your") and Velobiotics (Pty) Ltd and Cantobiz Inc DBA Velobiotics US (Delaware stock corporation, File No. 6130903) (collectively, "Velobiotics", "Company", "we", "us", or "our"), concerning your access to and use of the website located at fizzoy.com, as well as any related media channels, interactive applications, mobile sites, or pre-launch tools connected thereto (collectively, the "Site").

1.2 Company Entities and Operating Structure: Velobiotics operates under a global corporate structure comprising:

• Velobiotics (Pty) Ltd: A private company incorporated under the laws of the Republic of South Africa (Registration Number: 2015/306434/07), having its primary registered headquarters and manufacturing facilities in South Africa.
• Cantobiz Inc DBA Velobiotics US: A Delaware stock corporation (File Number 6130903, incorporated 22 August 2016) operating as the United States commercial entity for Velobiotics, having its principal business address at 1820 Avenue M #1065, Brooklyn, NY 11230, United States.

1.3 By accessing, browsing, registering on, or using fizzoy.com, or by interacting with our digital assistant, you expressly agree that you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE USE IMMEDIATELY.

2. Eligibility and Age Requirement

2.1 The Site is intended solely for users who meet statutory age thresholds. Browsing informational pages, submitting waitlist registrations, and completing interactive questionnaires such as the Gut Happiness Score is strictly permitted only for individuals who are at least 16 years of age.

2.2 Executing commercial pre-order reservations, purchasing Happy Gut Club founding passes, or purchasing physical products via our designated Shopify e-commerce storefronts (velobiotics.com and velobiotics.co.za) is strictly restricted to individuals who are at least 18 years of age (or the legal age of majority in your jurisdiction of residence). Persons under the age of 18 may not make purchases or enter into financial transactions on our platform.

3. Informational Nature of Site and Product-Change Clause

3.1 Informational Pre-Launch Portal: fizzoy.com is an informational, pre-launch showcase dedicated to introducing Fizzoy, a synbiotic functional beverage combining live probiotics and prebiotic fibre, formulated with target metrics of under 2 grams of sugar and 30 calories per 355 ml can.

3.2 Comprehensive Product Development Flexibility Clause: Fizzoy is currently undergoing active product development, commercial pilot formulation, and scale-up validation. ALL PRODUCT INFORMATION, VISUALS, GRAPHICS, RENDERS, SPECIFICATIONS, FLAVOR PROFILES, INGREDIENTS, STRAIN COMPOSITIONS, NUTRITION FACTS, PACKAGING DESIGNS, PRICING STRUCTURES, AND LAUNCH TIMELINES SHOWN ON FIZZOY.COM ARE CONCEPTUAL REPRESENTATIONS AND SUBJECT TO CHANGE AT ANY TIME WITHOUT PRIOR NOTICE.

3.3 Visual Mock-Ups Disclaimer: Product images, bottle renders, can mock-ups, character illustrations of the mascot Fizzoy, and lifestyle packaging visuals displayed across the Site are illustrative digital renders and non-binding prototypes. Final physical commercial packaging, can dimensions, colors, labeling text, and formulation metrics may differ from digital representations shown prior to commercial release.

3.4 Timeline Flexibility: First commercial shipments are tentatively targeted for Q2 2027. However, this timeframe is an estimate and is expressly subject to final production validation, raw material availability, stability verification, and regulatory reviews. Velobiotics guarantees no specific launch date or delivery deadline on fizzoy.com.

4. Acceptable Use Policy

4.1 Permitted Use: You are granted a non-exclusive, non-transferable, revocable, limited license to access and use fizzoy.com strictly for personal, non-commercial, informational purposes in accordance with these Terms.

4.2 Prohibited Activities: You agree not to engage in any of the following restricted activities:

• Systematically retrieving data, copy, or content from the Site to create or compile, directly or indirectly, a collection, database, or directory without written permission from Velobiotics.
• Trick, defraud, or mislead us or other users, particularly in any attempt to learn sensitive account information or waitlist credentials.
• Circumvent, disable, or interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on use.
• Engage in unauthorized framing of or linking to the Site, or deep-linking to subpages.
• Upload, transmit, or introduce viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Use any automated system, including robots, spiders, offline readers, or scrapers, to access the Site or send more request messages to our servers than a human can reasonably produce in the same period.
• Use the Site or its interactive features to advertise, market, or sell goods and services without our express written consent.
• Use the Site in any manner inconsistent with applicable local, state, national, or international laws, regulations, or trade sanctions in South Africa, the United States, or your jurisdiction.

5. AI Chat Assistant ("Fizzoy" Mascot) Terms

5.1 Interactive AI Assistant Operations: fizzoy.com incorporates an interactive conversational chat assistant represented by our brand mascot, Fizzoy. The chat assistant operates via automated artificial intelligence (AI) models and natural language processing algorithms.

5.2 Non-Professional and Non-Medical Relationship: Interactions with the mascot Fizzoy are provided solely for entertainment, engagement, and general consumer information. Communications with the AI assistant DO NOT establish a physician-patient, healthcare provider, nutritional advisor, or other professional relationship between you and Velobiotics.

5.3 Error Potential and Non-Binding Output: Artificial intelligence platforms can generate inaccurate, incomplete, or out-of-date information (sometimes referred to as AI errors or hallucinations). STATEMENTS, ANSWERS, RECOMMENDATIONS, OR PROMISES MADE BY THE AI CHAT ASSISTANT DO NOT CONSTITUTE BINDING CONTRACTUAL OFFERS, GUARANTEES, OR OFFICIAL STATEMENTS OF VELOBIOTICS. In the event of a discrepancy between AI-generated chat outputs and our published legal pages, the published legal pages shall govern.

5.4 Logging and Transcripts: By chatting with the mascot Fizzoy, you consent to the logging, storage, and review of your conversation transcripts by Velobiotics for service quality, prompt engineering, and customer support fulfillment, in accordance with our Privacy Policy.

6. User Content, Submissions, Feedback, and Flavour Votes

6.1 User Submissions: You acknowledge and agree that any questions, comments, flavor voting selections, recipe feedback, ideas, suggestions, concepts, or other information regarding Fizzoy or the Site ("Submissions") provided by you to Velobiotics are non-confidential and shall become the sole property of Velobiotics.

6.2 License Grant: By providing Submissions or participating in flavor polls on fizzoy.com, you grant Velobiotics an exclusive, royalty-free, perpetual, irrevocable, worldwide, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Submissions in any media, online or offline, for product development, marketing, advertising, or commercial exploitation without acknowledgment or financial compensation to you.

7. E-Commerce Redirection and Shopify Storefronts

7.1 Informational versus Commercial Boundaries: fizzoy.com provides product information, educational background, waitlist lead capture, and interactive engagement. The Site itself does not execute payment processing or physical goods sales.

7.2 Shopify E-Commerce Redirection: Clicking pre-order, pass purchase, or transaction links on fizzoy.com will redirect you to our dedicated, secure Shopify e-commerce storefronts located at velobiotics.com (US/International) or velobiotics.co.za (South Africa). Transactions executed on those storefronts are governed by our Pre-Order and Refund Policy, Shopify store terms, and applicable e-commerce consumer regulations.

8. Intellectual Property Rights and Patent Protection

8.1 Ownership of Marks and Content: Unless otherwise indicated, the Site, its entire software infrastructure, codebase, web design, text, graphics, illustrations, artwork, photographs, video sequences, audio clips, interactive features, brand mascot designs (Fizzoy), and trade marks, service marks, and logos contained therein ("Intellectual Property") are owned or controlled by Velobiotics (Pty) Ltd and Cantobiz Inc DBA Velobiotics US, or licensed to us, and are protected by copyright, trademark, patent, and intellectual property laws in South Africa, the United States, and international conventions.

8.2 Proprietary Microencapsulation Patents: The Supercritical Carbon Dioxide (SCO2) microencapsulation process used to protect live probiotic strains against gastric degradation is covered by proprietary patents, patent applications, and proprietary trade secrets owned exclusively by Velobiotics (Pty) Ltd. Unauthorized use, copying, reverse engineering, or extraction of our patented technology is strictly prohibited and subject to full civil and criminal prosecution.

8.3 Limited License: Except as expressly permitted in these Terms, no part of the Site or Intellectual Property may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without our express prior written permission.

9. Third-Party Web Links and External Services

9.1 External Hyperlinks: fizzoy.com may contain links to external websites, social media channels, third-party articles, or embedded services operated by external entities. Such links are configured to open in new browser tabs for convenience only.

9.2 No Endorsement or Liability: Velobiotics does not investigate, monitor, endorse, or guarantee the accuracy, completeness, or safety of external websites. Inclusion of any external link does not imply approval or endorsement by Velobiotics. You access third-party links at your own risk and should review their respective terms and privacy policies.

10. Disclaimers of Warranties

10.1 AS-IS BASIS: THE SITE AND ALL CONTENT, TOOLS, INFORMATIONAL MATERIALS, AND AI ASSISTANT FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND.

10.2 EXPRESS AND IMPLIED DISCLAIMERS: TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VELOBIOTICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, TIMELINESS, COMPLETENESS, SECURITY, AND FREEDOM FROM COMPUTER VIRUSES OR MALICIOUS CODE.

10.3 NO GUARANTEE OF UNINTERRUPTED ACCESS: WE DO NOT WARRANT THAT THE SITE WILL OPERATE UNINTERRUPTED, ERROR-FREE, SECURELY, OR THAT DEFECTS WILL BE CORRECTED IMMEDIATELY.

11. Limitation of Liability

11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VELOBIOTICS (PTY) LTD, CANTOBIZ INC DBA VELOBIOTICS US, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, GOODWILL, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 MAXIMUM AGGREGATE LIABILITY CAP: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF FIZZOY.COM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL AT ALL TIMES BE LIMITED TO THE GREATER OF $100 UNITED STATES DOLLARS (OR EQUIVALENT IN SOUTH AFRICAN RAND) OR THE TOTAL AMOUNT PAID BY YOU TO VELOBIOTICS IN THE SIX MONTHS PRECEDING THE CLAIM.

11.3 CONSUMER STATUTORY EXCEPTIONS: CERTAIN JURISDICTIONS (INCLUDING SOUTH AFRICA UNDER THE CONSUMER PROTECTION ACT AND CERTAIN EU MEMBER STATES / US STATES) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL STATUTORY RIGHTS.

12. Indemnification

12.1 You agree to defend, indemnify, and hold harmless Velobiotics (Pty) Ltd, Cantobiz Inc DBA Velobiotics US, their parent companies, subsidiaries, affiliates, and all of their respective officers, directors, agents, partners, and employees, from and against any loss, damage, liability, claim, demand, or expense (including reasonable legal fees and disbursements), made by any third party due to or arising out of:

• Your use of and access to the Site or interactive AI chat features.
• Your breach of these Terms or violation of applicable laws or regulations.
• Your violation of the rights of any third party, including intellectual property or privacy rights.
• Any harmful or unlawful content or submission you post or submit through the Site.

13. Governing Law, Jurisdiction, and Statutory Consumer Rights

13.1 Governing Law Framework: These Terms shall be governed by and construed under a dual-entity legal framework:

• South African Entity (Velobiotics (Pty) Ltd): For matters, transactions, or disputes involving Velobiotics (Pty) Ltd or South African operations, these Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles. You submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg).
• United States Entity (Cantobiz Inc DBA Velobiotics US): For matters, transactions, or disputes involving Cantobiz Inc DBA Velobiotics US or US/International customers, these Terms are governed by and construed in accordance with the laws of the State of New York and federal United States law, without regard to conflict of law rules. You submit to the jurisdiction of the state and federal courts located in Kings County, New York (Brooklyn).

13.2 Preservation of Mandatory Consumer Protection Rights: Nothing in these Terms shall limit or exclude any mandatory statutory rights granted to consumers under local legislation that cannot be contractually waived. Specifically, consumers residing in South Africa retain all mandatory rights under the Consumer Protection Act 68 of 2008 (CPA) and Electronic Communications and Transactions Act 25 of 2002 (ECTA); consumers residing in the European Union or United Kingdom retain statutory rights under the EU Consumer Rights Directive and UK Consumer Rights Act 2015; and US consumers retain applicable state consumer protection rights.

14. Dispute Resolution, Informal Negotiations, and Arbitration

14.1 Informal Negotiation Period: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms ("Dispute"), you and Velobiotics agree to first attempt to negotiate any Dispute informally for at least 30 calendar days before initiating formal legal or arbitration proceedings. Informal negotiations commence upon written notice sent to fizzoy@velobiotics.com.

14.2 Mandatory Individual Arbitration (US Consumers): For consumers in the United States, if a Dispute cannot be resolved through informal negotiations, it shall be finally resolved through binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE EXPRESSLY WAIVED.

14.3 Small Claims Court Carve-Out: Either party may bring an individual action in a small claims court of competent jurisdiction located in Johannesburg, South Africa, or Kings County, New York, provided the claim falls within the statutory limits of that court.

15. Severability, Whole Agreement, and Non-Waiver

15.1 Severability: If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

15.2 Entire Agreement: These Terms, together with our Privacy Policy, Pre-Order and Refund Policy, and Regulatory Statements, constitute the entire agreement between you and Velobiotics regarding your use of fizzoy.com, superseding all prior oral or written communications.

15.3 Non-Waiver: Failure by Velobiotics to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

16. Modifications to Terms

16.1 We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date at the top of these Terms.

16.2 It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Site after the date such revised Terms are posted will be deemed acceptance of the revised Terms.

17. Customer Support and Contact Information

17.1 If you have questions, comments, or legal concerns regarding these Terms, please contact us at:

• Email Support: fizzoy@velobiotics.com / fizzoy@velobiotics.com
• South Africa Office: Velobiotics (Pty) Ltd, Reg No: 2015/306434/07, Information Officer: Dr. Chomba Chuma, Phone: +27 11 392 2550, WhatsApp: +27 71 426 1495.
• United States Base: Cantobiz Inc DBA Velobiotics US, 1820 Avenue M #1065, Brooklyn, NY 11230, United States.