Terms of Use

Effective as June 3, 2024 (“Effective Date”).

IMPORTANT UPDATES TO THESE TERMS OF USE HAVE BEEN MADE AS OF THE EFFECTIVE DATE THAT IMPACT CUSTOMERS’ RIGHTS AND REMEDIES UNDER THESE TERMS RELATING TO CUSTOMERS’ USE OF THE WEBSITE AND SERVICES, INCLUDING UPDATES TO OUR RETURN/REFUND POLICY. PLEASE READ THESE TERMS CAREFULLY.

Noho Health Inc. (“Noho Health,” “we,” “us,” or “our”) welcomes you. We’re really excited that you have decided to access and use our online services (the “Services”), which are made available to you through our website located at Takecareof.com (the “Website”).

We provide Visitors (as defined below) with access to the Website, and Customers (as defined below) with access to the Services subject to the following Terms of Use. By browsing the public areas of the Website or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Statement, which is hereby incorporated by reference (collectively, this “Agreement”). IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN PLEASE DO NOT USE THE WEBSITE AND/OR THE SERVICES. We may change the terms and conditions of these Terms of Use from time to time, provided, however, if we make any material changes, we will notify you by email (sent to the email address specified in your account) prior to the changes becoming effective. You accept any changes to these Terms of Use by continuing to use the Website after such changes are posted. In certain circumstances, the Website may require that you re-accept these Terms of Use in order to continue using the Website; if you do not re-accept any such updated Terms of Use, you may no longer use the Website.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Statement.

THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THESE TERMS CAREFULLY.

1. NO MEDICAL ADVICE

You acknowledge and agree that neither Noho Health nor any of its affiliates provide any form of medical care, medical opinion, medical advice, diagnosis, or treatment, and that Noho Health does not evaluate the need to seek medical attention, through the Website or the Services. The Website, the Services and the Content are for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. You should not use the information on the Website for diagnosing or treating a health problem or disease, or prescribing any medication or other treatment. The availability of any product for purchase within the Website, and any links within the Website to external websites for any product, do not constitute a medical recommendation regarding such products. Always seek the advice of your physician or other qualified health provider before taking any medication or nutritional, herbal or homeopathic supplement and with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website, the Services and/or the Content. If you think you may have a medical emergency, call your doctor or 911 immediately. Reliance on the Website, the Services and the Content is solely at your own risk. Information provided on the Website and the use of any products or services purchased from our Website by you DOES NOT create a doctor-patient relationship between you and Noho Health or between you and any of the health professionals affiliated with our Website. Information and statements regarding dietary supplements on the Website have not been evaluated by the U.S. Food and Drug Administration or any comparable international agency and are not intended to diagnose, treat, cure, or prevent any disease. All products should be used strictly in accordance with their instructions, precautions and guidelines. Refer to the labeling for any such products for important product and safety information (including to check the ingredients to avoid potential allergic or other detrimental reactions) before determining whether to purchase or use such products. Please consult with your doctor or health care professional regarding the use of any products received through the Website before using or relying on them. No medications, medical treatments, or diagnostic tests are made available through the Website.

Noho Health and its affiliates may monitor customer communications & reviews as required to comply with its or their legal and regulatory obligations, including to detect and report to regulatory authorities any adverse event associated with Noho Health or affiliate products and enable Noho Health or its affiliates to provide up-to-date safety information on such products. If you believe you have experienced an adverse event associated with any product, you can report it to Noho Health by contacting us at help@takecareof.com or calling us at (877) 227-3631.

2. USE OF SERVICES

We provide Visitors and Customers with access to the Website and the Services as described below.

Visitors. “Visitors,” as the term implies, are people who do not register with us but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; (ii) e-mail us, and (iii) chat with us via our website.

Customers. Login is required for all Customers. “Customers” can do all things that Visitors can do, and can also access their personal account information, post Customer Content and use the Services.

Noho Health is under no obligation to accept any individual as a Customer, and may accept or reject any registration in its sole and complete discretion. These Terms of Use apply to both Visitors and Customers.

3. USE OF PERSONAL INFORMATION

Your use of the Services may involve the transmission to us of certain Personal Information. Our policies with respect to the collection and use of such Personal Information are governed according to our Privacy Statement (located athttps://www.takecareof.com/privacy), which is hereby incorporated by reference in its entirety.

4. PRODUCT DESCRIPTIONS, AVAILABILITY AND PURCHASES

(a) Product Descriptions. Our Website contains descriptions of dietary supplements and vitamins. We attempt to be as accurate as possible with the descriptions of the supplements and/or vitamins that are made available to you through the Services (collectively, the “Products”). However, we make no warranties that the Product descriptions and any other content are accurate, complete, reliable, current, or error-free. We reserve the right, at any time, to modify, suspend, or discontinue the sale of any Product with or without notice and we will not incur any obligation as a result of such change. Any offer for any Product or service made on the Website is void where prohibited by law.

(b) Product Purchases. Products can be ordered and delivered only within the U.S. and Canada. All prices displayed on the Website are quoted in U.S. Dollars and are valid only for Products purchased in the U.S. and Canada.

Any Products made available for purchase on the Website are intended for personal use only. You may not sell or resell any Products you purchase or otherwise receive from Noho Health. We reserve the right at any time after the receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt of your order, without any prior notice to you, to supply less than the quantity you ordered of any item or not supply an item. In the event that an item is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we reserve the right to refuse or cancel any orders placed for the Product listed at the incorrect price. We reserve the right to limit the sales of our Products to any person, geographic region or jurisdiction. We reserve the right to limit the quantities of any products or services that we offer. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. All descriptions of Products or product pricing are subject to change at any time without notice, at our sole discretion.

In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail, billing address, and/or phone number provided at the time the order was made. You agree to provide current, complete and accurate purchase and account information for all purchases made through the Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

(c) Payments. We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payments. You warrant and represent that you are the valid owner or an authorized user of the credit card or other payment card to such Third Party Payment Vendor, and that all information you provide is accurate. We may add or remove payment processing methods at our sole discretion.

Your right to use the Service is conditional upon our receipt of payment of fees (including Subscription Fees). If payment cannot be charged to your credit card or if a charge is refunded for any reason, we reserve the right to immediately either suspend or terminate your access and account, thereby terminating this Agreement and all our obligations hereunder. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

(d) Shipping. Our Products and packages are shipped via USPS Priority Mail, though we may also use other couriers or shipping methods at our discretion. During the ordering process you may be presented with an estimated delivery date or timeframe. We use reasonable efforts to meet those delivery dates, but delays can occur and we do not guarantee delivery by a specific date. We will use reasonable efforts to alert you in the event of any shipping delays.

(e) Returns; Refunds. ALL PRODUCTS ARE FINAL SALE. Products purchased on or after the Effective Date are not eligible for return or exchange.

(f) Promotions. We may offer promotional or offer codes that are redeemable towards a purchase of Products on the Website, subject to expiration dates, minimum purchase order, product exclusions and any other restrictions as may be determined and communicated by us in our sole discretion (“Promo Codes”).

Promo Codes may only be used once per person. Only valid Promo Codes offered by us will be honored. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. Promo Codes are void if copied, transferred, sold, exchanged or expired, and where prohibited.

Promotions, including discounts, that are restricted to your first order are limited to individual use only for first-time purchases. Orders made using an account, payment method, or delivery address that has previously been used or associated with a prior order are not eligible for any such promotions.

(g) Gift Certificates. All gift certificates that may be used towards purchases of eligible Products made available through the Services should be used in their entirety before the Final Order Date.

5. TERMINATION OF SUBSCRIPTION SERVICES

Noho Health will be cancelling all renewals, including auto-renewals, of personalized packs of grab-and-go supplements and/or vitamins (“Personalized Care/of Packs”) that are provided to Customers on a subscription basis (“Subscription”) effective as of June 16, 2024; however, we reserve the right to accelerate such cancellation to an earlier date at our discretion and without further notice to you, including to address inventory and resourcing constraints (such date, the “Final Order Date”). You may cancel your Subscription through your Account on the Website or in the App, or by emailing help@takecareof.com or calling us at (877) 227-3631, in each case no later than two (2) business days before your next package is shipped, and such cancellation will be effective immediately. No new Subscriptions will be accepted by Noho Health as of the Final Order Date.

All terms applicable to purchases under Section 4 of this Agreement apply to Subscriptions, except as otherwise provided in this Section 7. You agree to pay all applicable Subscription fees for any Personalized Care/of Packs that are shipped to you prior to cancellation or termination of a Subscription (“Subscription Fees”).

You will not be able to suspend or postpone any remaining deliveries of your Personalized Care/of Packs following the Effective Date. You will be alerted by email when we start preparing your next box of Personalized Care/of Packs.

6. COMMUNITY GUIDELINES

Noho Health’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Website or the Services, you hereby agree to comply with these community rules and that:

You will comply with all applicable laws in your use of the Website and the Services and will not use the Website and the Services for any unlawful purpose; You will not access or use the Website and the Services, directly or indirectly, to collect any market research for a competing business; You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, health information or any similar information; You will not “stalk” or otherwise harass another person; You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website or the Services; You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website or the Services; You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website or the Services, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; You will not use, frame, or utilize framing techniques to enclose any Noho Health trademark, logo, or other proprietary information (including the images found on the Website and the Services, the content of any text, or the layout/design of any page or form contained on a page) without Noho Health’s express written consent; You will not use meta tags or any other “hidden text” utilizing a Noho Health name, trademark, or Product name without Noho Health’s express written consent; You will not take any action that imposes or may impose (as determined in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and You will not interfere with or attempt to interrupt the proper operation of the Website and the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website or the Services through hacking, password or data mining, or any other means.

If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Website and the Services, or any portion of the Website and the Services, without notice, and to remove any comments that do not adhere to these guidelines.

7. SIGN-IN NAME; PASSWORD

During the registration process for Customers, we will ask you to provide your email address. You will also be asked to create an account, which includes your e-mail address as a sign-in name (“Sign-In Name”) and a password (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Customer. You are responsible for the confidentiality and use of your Sign-In Name and Password, and you accept responsibility for all activities that occur under your account or from your devices in relation to the Website and Services. You will promptly inform us of any need to deactivate a Password or Sign-In Name. We reserve the right to reset or change your Password, or require you to do so, at any time if we deem it necessary or advisable for data security or similar reasons.

8. INTELLECTUAL PROPERTY

The Website and the Services contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Noho Health (collectively referred to as the “Content”). The Content may be owned by us, our affiliates, or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you may not use (or permit the use of) any Content for the purposes of developing, training, testing or validating any artificial intelligence model, tool or platform.

If you violate any part of this Agreement, and without prejudice to any other remedies we may have under this Agreement or otherwise, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Noho Health and our affiliates (“Noho Health Trademarks”) used and displayed on the Website and the Services are registered and unregistered trademarks or service marks of Noho Health or our affiliates. Other company, product, and service names located on the Website and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Noho Health Trademarks, the “Trademarks”). Nothing on the Website and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Noho Health Trademarks inures to our benefit.

Elements of the Website and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

With respect to all e-mails and other information you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

9. CUSTOMER CONTENT

Customers may post and/or create content through the Website and the Services, including but not limited to, reviews and comments about the Personalized Care/of Packs (collectively, the “Customer Content”). We cannot and do not review it all—we are merely acting as a passive conduit for distribution of the Customer Content to other users of the Website and the Services. That said, we may remove Customer Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion.

You expressly acknowledge and agree that once you submit your Customer Content for inclusion into the Website and the Services, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Customer Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT NOHO HEALTH, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CUSTOMER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITE AND THE SERVICES.

You retain all copyrights and other intellectual property rights in and to the Customer Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Customer Content as reasonably necessary to provide the Website and the Services, to comply with applicable laws and regulations, and for any other lawful purpose.

If you submit Customer Content to us, each such submission constitutes a representation and warranty to Noho Health that such Customer Content is your original creation (or that you otherwise have the right to provide the Customer Content), that you have the rights necessary to grant the license to the Customer Content under the prior paragraph, and that it and its use by Noho Health and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content.

We recommend that you back up any Customer Content and data used with the Website to protect yourself in case of service interruptions, data corruption or data loss, or other similar scenarios. Neither Noho Health nor any of its affiliates or licensors, nor any other third party, will be liable to you for any data loss in connection with your use of the Website and the Services.

10. REPOSTING OF YOUR SOCIAL MEDIA CONTENT

From time to time, Noho Health’s social media accounts (including Instagram, Twitter, Facebook, and Pinterest) may repost a consumer’s photos, experiences, or stories from their personal social media account. Noho Health will never repost your personal social media content (“UGC”) without first obtaining your express written permission.

By agreeing to allow Noho Health to use your UGC, you represent and warrant that: · You own all rights to the UGC and have the right to grant Noho Health a license to use the UGC (including any material embodied in the UGC); · You have express permission from any person, living or dead, in the UGC to use their likeness; · The UGC does not contravene or infringe on anyone else’s copyright or other intellectual property, moral rights, privacy or publicity rights; and · The UGC does not in any way violate any law, or the applicable social media platform’s terms of use, privacy policy, or other applicable rules or conditions.

Further, by agreeing to allow Noho Health to use your UGC, you agree to grant Noho Health an irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free, sub-licensable license and right to reproduce, transmit, display, comment on, edit, modify, alter, exploit, create derivative works based upon, combine with other works (and all copyrights therein and thereto and all renewals and extensions thereof), and otherwise distribute the UGC and all elements of the UGC, including without limitation, the photo and the likeness of any persons embodied therein, in any and all media now known or hereafter devised, worldwide, in perpetuity without compensation, permission, notification, attribution, or restriction from you or any third party.

You hereby release, discharge and agree to hold Noho Health and any person acting on Noho Health’s behalf harmless from all claims, demands, and liabilities whatsoever in connection with use of the UGC.

11. NO WARRANTIES; LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE PRODUCTS, THE CONTENT, THE CUSTOMER CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (I) THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE, (II) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEBSITE, OR ANY PART THEREOF; (IV) WARRANTIES THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF THE WEBSITE, OR ANY CONTENT OR INFORMATION CONTAINED IN THE WEBSITE; (VI) WARRANTIES RELATING TO PRIVACY OR SECURITY OF THE WEBSITE OR OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY NOHO HEALTH OR ANY THIRD PARTY.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, INCLUDING CLAIMS RELATING TO TERMINATION OF THE SERVICES: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE, THE SERVICES OR THE CONTENT, OR FOR LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE SERVICES OR THE CONTENT SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITE AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE AND THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND THE SERVICES AT ANY TIME WITHOUT NOTICE.

WE RESERVE THE RIGHT TO CANCEL OR MODIFY AN ORDER (I) WHERE IT APPEARS THAT A CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY, (II) WHERE THE ORDER IS NOT OR CANNOT BE FULFILLED FOR ANY REASON PRIOR TO THE FINAL ORDER DATE, (III) DUE TO RESOURCING OR INVENTORY CONSTRAINTS OR (IV) UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE ORDER CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.

WITHOUT LIMITING THE ABOVE, YOU ARE HEREBY ADVISED AND SHOULD BE AWARE THAT THE WEBSITE AND ANY INFORMATION OR CONTENT INCLUDED THEREIN OR ANY OUTPUTS THEREFROM ARE SO PROVIDED ON THE CONDITION, AND BASED ON THE ASSUMPTION, THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR HEALTH AND MEDICAL CARE. YOU SHOULD ALWAYS CONSULT YOUR PHYSICIAN OR MEDICAL ADVISORS BEFORE STARTING ANY DIET, EXERCISE, OR SUPPLEMENTATION PROGRAM. IN ADDITION, YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS OR IN THE PRODUCT PACKAGING AND LABELS BEFORE USING ANY PRODUCT PURCHASED FROM OUR WEBSITE. INFORMATION PROVIDED ON THE WEBSITE AND THE USE OF ANY SERVICES PURCHASED FROM OUR WEBSITE BY YOU DOES NOT CONSTITUTE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND NOHO HEALTH OR BETWEEN YOU AND ANY OF THE HEALTH PROFESSIONALS AFFILIATED WITH OUR WEBSITE.

12. EXTERNAL SITES

The Website and the Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

13. MINORS

Due to the nature of the internet, we cannot prohibit minors from visiting our Website, however we aim to restrict access to our services to minors. Additionally, all purchases of goods or services on our Website must be made by adults 18 years of age or older, and all users who register with our Website must be 18 years of age or older (see our Privacy Statement).

14. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, the Website, or the Services; and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

15. COMPLIANCE WITH APPLICABLE LAWS

The Website and the Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States . If you access the Website, the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

16. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

You hereby acknowledge that, after the Final Order Date, the Products will no longer be available for sale by Noho Health through the Website and related customer support services will cease. This Agreement, however, and in particular, Noho Health’s rights, benefits and protections as set forth herein (but excluding any of Noho Health’s obligations hereunder, to the extent permitted by law), will survive such wind-down, and any successor or assignee, and all of our and their affiliates, will be third party beneficiaries of such rights, benefits and protections.

This Agreement shall survive termination of your access to the Website or Services for any reason, except for any obligation on Noho Health to provide you with the Website or the Services. For clarity, Noho Health may continue to use and disclose data provided by you or collected in connection with your use of the Website for any purposes that you have previously consented to.

Noho Health respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

NoHo Health Inc. 850 3rd Ave Suite 601 ATTN: Care/of Brooklyn, NY 11232

If you believe that your work has been copied on the Website and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website and/or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

18. VENUE

In the event of a dispute arising under or relating to this Agreement or the Services or any other products or services provided by us, including any claim that arose in the past (a “Dispute”), the Dispute shall be brought in the appropriate state or federal court located in New York County, New York, and we and you each irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York, for the adjudication of all Disputes.

19. CLASS ACTION WAIVER

You agree that any proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) there is no right or authority for any Dispute to be brought on a class action-basis or to participate in any class action as a plaintiff, claimant, or class member; and (ii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Notwithstanding this provision, either party may participate in a class-wide settlement.

20. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Venue,” “Class Action Waiver,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as otherwise specified herein or as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

You consent to transact with us electronically and to receive legal notices and other communications electronically, either by e-mail, push notifications (in accordance with your device settings), or by notifications within the Website. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Website.

21. CARE/OF LOYALTY PROGRAM TERMS & CONDITIONS

(a) Noho Health Inc. (“Noho Health”) maintains a loyalty program for Customers to earn rewards who regularly take and track their Care/of vitamins (the “Loyalty Program”). By participating in the Loyalty Program, you agree to abide by these additional Loyalty Program terms and conditions (“Loyalty Terms”). In order to be eligible for the Loyalty Program, a Customer must (i) download the Noho Health “Care/of application” (the “App”) and (ii) track their vitamin usage activity in their account on the App (“Vitamin Usage”).

Noho Health will be terminating the Loyalty Program and your participation therein effective as of the Final Order Date. As of the Effective Date, and notwithstanding anything to the contrary contained in the Care/of Referral Program Terms & Conditions or otherwise, Customers will no longer be eligible to earn rewards (“Points” — formerly referred to as “Carrots,” equal in value). Customers can view their existing Point balance by checking their account either online or in the App. Points can be used towards Noho Health purchases of eligible Products made available by Noho Health on its marketplace which is accessible on its Website or App. Points may only be earned by Customers who reside within the United States and are 18 years of age or older.

CUSTOMERS HAVE UNTIL THE FINAL ORDER DATE TO REDEEM ANY POINTS IN THEIR ACCOUNT. Any Points remaining in a Customer’s Account following the Final Order Date will be automatically forfeited and of no further use or value. Points are not valid for cash or cash equivalents. Points cannot be transferred to other people or accounts.

(b) Loyalty Program Limitation of Liability. WITHOUT LIMITING THE TERMS OF SECTION 12 OF THE AGREEMENT, BUT NOTWITHSTANDING ANYTHING TO THE CONTRARY THEREIN, IN NO EVENT WILL NOHO HEALTH’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THE LOYALTY PROGRAM OR ITS TERMINATION EXCEED THE AGGREGATE AMOUNT OF THE VALUE OF POINTS MADE BY NOHO HEALTH TO YOU IN ACCORDANCE WITH THESE LOYALTY TERMS.

(c) The Loyalty Program is Void Where Prohibited. Notwithstanding anything else contained in these Loyalty Terms, the Loyalty Program is void wherever prohibited by law.

(d) Care/of Referral Program. Care/of’s Referral Program is hereby terminated, effective as of the Effective Date. Customers will no longer be eligible to receive Points for referring friends or family to become Customers.

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