Terms of Service

Introduction

This Terms of Service is a contract between you ("You", "your") and nouri ("nouri," "we," "us") and our affiliates. These terms and conditions (together with our Privacy Policy, Refund Policy, and Code of Conduct, the "Terms of Service" or "Terms") govern your access to and use of the Website and any related documentation, software, application, content, functionality, and products (collectively, the "Service(s)").

Please read the Terms of Service carefully before you access or use our Services. By accessing our Website or using our Services, you accept and agree to be bound by these Terms.

THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION CLAUSE AND WAIVER OF CLASS ACTION RIGHTS.

Eligibility

To qualify to use the Services, the following must be true:

• You are age 18 or over
• You are located in a state where we operate
• You agree to be legally bound by these Terms

Satisfying these requirements does not guarantee you will receive Services through nouri. We reserve the right to change or include new requirements as deemed appropriate.

Requirements for Use

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software to use the Services. Fees and charges may apply to your use of mobile services and the Internet.

Consent to Telehealth Services

Telemedicine involves the delivery of healthcare services using electronic communications between a healthcare provider and a patient who are not in the same physical location. Telemedicine may include:

• Electronic transmission of medical records, images, and health information
• Interactions via audio, video, and/or data communications
• Use of output data from medical devices

The electronic systems used incorporate security protocols to protect the privacy and security of health information.

Privacy Policy

nouri understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy for details on how we collect and use your personal information.

Your Relationship with nouri

nouri provides a technology platform for you to access licensed healthcare providers and obtain health information. The healthcare resources made available through our Services are not a substitute for direct in-person healthcare services in all cases. The decision regarding diagnosis and treatment rests with you and the healthcare provider.

By using the Services, you consent to receiving disclosures, notices, messages, and other communications from nouri and healthcare providers. It is your responsibility to monitor these communications.

Independent Healthcare Providers

Healthcare providers available through nouri are licensed, independent medical professionals. They are not employees, agents, or representatives of nouri. nouri does not practice medicine, prescribe medications, diagnose conditions, or provide clinical advice. All clinical decisions — including whether to prescribe medication, which medication to prescribe, dosage, and treatment duration — are made solely by the independent healthcare provider based on their professional judgment and evaluation of your individual health information.

nouri is not responsible or liable for the clinical decisions, medical advice, diagnoses, prescriptions, or treatment recommendations made by any healthcare provider accessed through our platform. Your relationship with your healthcare provider is a direct patient-provider relationship governed by applicable medical practice laws.

By using our Services, you acknowledge and agree that nouri serves solely as a technology platform to facilitate your access to independent healthcare providers, and that nouri bears no responsibility for the quality, safety, or appropriateness of the medical care you receive.

Third-Party Services

Certain aspects of the Services are provided by third-party service providers, including but not limited to pharmacy services, payment processing, identity verification, and laboratory services. These third parties operate independently from nouri and may have their own terms of service and privacy policies that apply to your use of their services.

nouri is not responsible for the acts, omissions, availability, or performance of any third-party service provider. Your use of third-party services is at your own risk. nouri does not warrant or guarantee the quality, accuracy, timeliness, or completeness of any third-party services, including pharmacy compounding, medication dispensing, or shipping.

If you have a dispute with a third-party service provider, you agree to resolve it directly with that provider. You release nouri from any claims, demands, or damages arising out of or related to your use of third-party services.

Compounded Medications

Treatment plans facilitated through our platform may include compounded medications. By using our Services, you acknowledge and agree to the following:

• Compounded medications are not FDA-approved and have not been evaluated by the FDA for safety, effectiveness, or manufacturing quality
• Compounded medications are not therapeutically equivalent to commercially manufactured FDA-approved products
• Compounded medications are prepared by state-licensed pharmacies based on a valid prescription from a licensed healthcare provider
• Individual results vary and nouri makes no guarantees regarding treatment outcomes, efficacy, weight loss, or any other health result
• You have reviewed the Important Safety Information and understand the risks, contraindications, and potential side effects associated with these medications

Medical Disclaimer and Emergencies

THE SERVICES PROVIDED THROUGH NOURI HEALTH ARE NOT INTENDED FOR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR GO TO YOUR NEAREST EMERGENCY ROOM IMMEDIATELY. DO NOT RELY ON THE NOURI PLATFORM FOR URGENT OR EMERGENCY MEDICAL CARE.

The information provided on our website and through our Services is for general informational purposes only and does not constitute medical advice. nouri does not guarantee that any particular treatment will be prescribed, that you will qualify for treatment, or that treatment will produce any specific result. Medical outcomes depend on many individual factors and cannot be predicted or guaranteed.

You are responsible for providing complete and accurate health information to your healthcare provider. Providing false, misleading, or incomplete information may result in inappropriate treatment and may endanger your health. nouri is not liable for any harm resulting from inaccurate information you provide.

Subscription, Billing, and Auto-Renewal

Certain Services are offered on a subscription basis. By subscribing, you agree to the following:

• Recurring charges: Your subscription will automatically renew at the end of each billing cycle (monthly or as otherwise specified at the time of purchase) and your payment method on file will be charged the then-current subscription price unless you cancel before the renewal date
• Price changes: We may change subscription prices at any time. Price changes will take effect at the start of the next billing cycle following notice to you. Your continued use of the Services after a price change constitutes your acceptance of the new price
• Payment method: You authorize nouri to charge your payment method for all fees associated with your subscription. You are responsible for keeping your payment information current. If your payment method fails, we may suspend or cancel your subscription
• How to cancel: You may cancel your subscription at any time by contacting us through our contact page. Cancellations take effect at the end of the current billing cycle. You will continue to have access to the Services through the remainder of your paid billing period. No partial or prorated refunds are offered for unused time within a billing cycle
• Free trials: If we offer a free trial, you may be required to provide a payment method. If you do not cancel before the trial ends, your payment method will be charged the standard subscription price at the start of the first billing cycle

For details about refunds and cancellations, please see our Refund Policy.

Account Suspension and Termination

We reserve the right to suspend or terminate your account and access to the Services, with or without notice, for any reason, including but not limited to:

• Violation of these Terms or any applicable law
• Providing false, fraudulent, or misleading information during registration or the medical assessment process
• Abusive, threatening, or harassing behavior toward providers, staff, or other users
• Non-payment or repeated payment failures
• Use of the Services in a manner that could create liability for nouri
• At the request of law enforcement or government agencies

Upon termination, your right to use the Services will cease immediately. Sections of these Terms that by their nature should survive termination (including Limitation of Liability, Indemnification, Arbitration, and Governing Law) will remain in effect.

You may terminate your account at any time by contacting us. Termination does not relieve you of any obligation to pay fees incurred prior to termination.

Communications by Text and Email

By opting-in to receive text messages from nouri, you consent to receiving messages regarding your account, order confirmations, shipping notifications, and provider communications. You understand that:

• You are the authorized user of the mobile device
• You are responsible for messaging and data charges
• Messages may not be encrypted

You can opt-out at any time by texting "STOP" to any message received.

Registration and User Accounts

You must register with nouri to access the Services. You agree to provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your username and password
• All activities that occur under your account
• Immediately notifying us of any unauthorized use

Prohibited Use

You agree that you will not:

• Impersonate any person or entity
• Use the Services to violate any law
• Reverse engineer or disassemble any software
• Distribute harmful computer code
• Access the Services in a manner that infringes on others' rights
• Use the Services to create competing products
• Interfere with or harm the Services
• Bypass security measures

Intellectual Property

All content, features, and functionality of the Services are owned by nouri and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited license to access and use the Services for personal, non-commercial purposes only.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NOURI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES.

Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and nouri agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services — including the formation, existence, breach, termination, enforcement, interpretation, validity, or applicability of these Terms — shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court if the claim qualifies.

Arbitration body and rules: Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. If AAA is unavailable, the parties shall agree on an alternative arbitration forum.

Location: Arbitration shall take place in the county where you reside, or at another mutually agreed location. You may also elect to participate by phone or video conference.

Costs: If your claim is for $10,000 or less, nouri will reimburse your filing fees and pay all arbitration administration fees and arbitrator fees. For claims above $10,000, fees and costs shall be allocated in accordance with AAA rules. Each party shall bear its own attorney's fees unless the arbitrator determines that a claim was frivolous, in which case the losing party may be required to pay the prevailing party's reasonable attorney's fees.

Class action waiver: YOU AND NOURI HEALTH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding.

Jury trial waiver: BY AGREEING TO ARBITRATION, YOU AND NOURI HEALTH WAIVE THE RIGHT TO A TRIAL BY JURY.

Opt-out: You may opt out of this arbitration agreement by sending written notice to legal@joinnouri.com within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out. If you opt out, you may pursue claims in court but the class action waiver and jury trial waiver above will still apply to the fullest extent permitted by law.

Survival: This arbitration agreement shall survive termination of your account and these Terms.

Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the new Terms on this page. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

Indemnification

You agree to indemnify, defend, and hold harmless nouri, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your use of or inability to use the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any false, inaccurate, or incomplete information you provide, including health information provided during medical assessments
• Your infringement of any third party's rights

This indemnification obligation will survive termination of your account and these Terms.

Governing Law and Jurisdiction

These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent that litigation is permitted under these Terms (including if you opt out of arbitration), you and nouri consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

Force Majeure

nouri shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, supply chain disruptions, pharmacy shortages, shipping carrier delays, internet service interruptions, or acts of third parties. During any such event, nouri's obligations will be suspended for the duration of the delay.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Entire Agreement

These Terms, together with the Privacy Policy, Refund Policy, and Code of Conduct, constitute the entire agreement between you and nouri regarding your use of the Services. These Terms supersede all prior agreements, understandings, representations, and warranties, both written and oral, regarding the Services. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

Contact Information

If you have questions about these Terms, please visit our contact page or email legal@joinnouri.com.