Terms and Conditions of Service

These   Terms   and   Conditions   of   Service   ("Agreement")   are   a   binding   agreement between   you   ("End User"   or   "you"   or   “your”)   and   Nourish   Ventures   LLC,   doing business   as   RenewRx   ("Company"   “our”   “we”),   and   governs   your   use   of   our   virtual nutrition and lifestyle coaching services, and software-as-a service platform that offers remote   monitoring,   prenatal,   postpartum,   and   nutritional   services   for   clients   on   the website www.Renewrx.health (the “Website”), and on our mobile phone application (the “Application”) (together, with all related documentation, methods, algorithms, materials, images,  text,  graphics,  illustrations,  logos,  patents,  trademarks,  copyrights, photographs, and all related intellectual property, the "Services"). You may not assign this Agreement to any other party and any attempt to do so is void.

BY USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ ANDUNDERSTAND   THIS   AGREEMENT;  (B)   REPRESENT   THAT   YOU   ARE   EIGHTEEN (18)   YEARS   OF   AGE   OR   OLDER; AND (C)   ACCEPT   THIS   AGREEMENT   AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREETO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USETHE SERVICES. THESE TERMS INCLUDE A CLASS ACTION WAIVER, JURY TRIAL WAIVER, AND   BINDING   ARBITRATION   PROVISION   TO   RESOLVE   DISPUTES. PLEASE REVIEW CAREFULLY.

From time to time, Company may, in its sole discretion, change, modify, supplement or remove portions of this Agreement. Such changes shall become effective upon posting by the Company on the Website, the Application, via the Service or sending you an email or other notification. You will be deemed to have agreed to such change by your decision to continue accessing the Application or the Website or otherwise using any ofthe Services following the date in which such changes become effective. If you do notagree with any of the modifications, your sole and exclusive remedy is to discontinue use of the Services.

Subject to the terms of this Agreement,Company grants you a non-exclusive, non-transferrable, revocable, right to access anduse the Services, made accessible through the Website, Application or otherwise, solelyfor  your  personal  use  and  strictly  in  accordance  with  this  Agreement.  Except   for  thelimited license rights granted under this Agreement, you do not acquire any ownershipinterest in the Services under this Agreement, and all rights, title, and interests in theServices will remain with Company and its licensors and service providers, including allcopyrights, trademarks, and other intellectual property rights therein or relating thereto.You   acknowledge   and   agree   that   at   times   the   Services   may   be   inaccessible   orinoperable   for   any   reason   whatsoever,   including,   without   limitation:   (a)   equipmentmalfunctions;   (b)   periodic   maintenance   procedures   or   repairs   which   Company   mayundertake from time to time without notice to you; or (c) causes which are beyond thecontrol of Company or which are not reasonably foreseeable.

You   alone   are   responsible   for   youractivities   and   interaction   with   the   Services,   including,   but   not   limited   maintaining   thesecurity of your account, protection of information (e.g. your password), and all uses of the   Services   from   account.  You   also   agree   that   we   are   not   responsible   for   anyunauthorized use of your account. You may not share your account login informationwith anyone. Other than for purposes of logging into your account, we will never requestyour   password.   If   you   suspect   that   your   account   for   the   Services   has   beencompromised, you should immediately change your password and contact us. Companyencourages   all   users   to   proactively   take   steps   to   enhance   their   personal   securitymeasures. These measures may include using “strong” passwords that consist of lowercase   and   capitalized   letters   as   well   as   numbers,   regularly   changing   passwords,   andpreventing the disclosure of passwords to any third parties.

You   shall   not:  (a)   decompile,   copy,disassemble,   modify,   decrypt,   translate,   extract   or   otherwise   reverse   engineer   theServices;   (b),   license,   sublicense,   sell,   resell,   transfer,   assign,   publish,   distribute   theServices or otherwise commercially exploit or make the Service available to any thirdparty for any reason, including by making the Application available on a network whereit is capable of being accessed by more than one device at any time; (c) copy, modify,or   make   derivative   works   based   upon   the   Services;   (d)   create   Internet   "links"   to   theServices or "frame" or "mirror" the Services on any other server or wireless or Internet-based device; (e) interfere with or disrupt the integrity or performance of the Services orthe data contained therein; or (f) attempt to gain unauthorized access to the Services orits related systems or networks.

You   may   berequired   to   provide,   create,   or   upload   your   information   as   a   condition   to   using   theServices or certain of its features or functionality, which may include, but not be limitedto information,  data, text,  protected health information,  personal information, or othermaterials or content that you made accessible to Company in connection with your useof   the   Services   (“Your   Information”).   You   will   retain   ownership   rights   in   YourInformation and represent and warrant that Your Information is accurate, complete, up-to-date, and that you have the necessary licenses, rights, consents, and permissions touse and authorize Company to use Your Information in the manner contemplated bythis Agreement. By submitting Your Information to Company, you grant Company andour   affiliates   grant   to   Provider   a   royalty-free,   non-exclusive   right   to   access   and   use,reproduce,   modify,   edit,   adapt,   publish,   distribute,   perform   and   display   the   YourInformation solely for the purpose of providing the Service, which may include makingYour   Information   available   to   Company’s   licensors   and   service   providers   with   whomCompany has a contractual relationship for the purpose of providing the Services. Tothe extent you provide Company any feedback or suggestions regarding the Services,including,   without   limitation,   new   features   or   functionality   related   thereto,   or   anycomments, questions, or suggestions, Company is free to use such feedback withoutany   compensation   or   attribution   to   you.   Further,   Your   Information   is   subject   to   theCompany Privacy Policy www.RenewRx.health/legal/privacy (the “Privacy Policy”). Byproviding Your Information to or through the Services, you consent to all actions takenby Company with respect to Your Information in compliance with the Privacy Policy. Youunderstand and agree that our ability to provide the Services is reliant on the accuracyof Your Information and you agree that all information you provide through the Serviceis true, current, complete and accurate, and you agree to update it as needed

The Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

Company   may   from   time   to   time   in   its   sole discretion   develop   and   provide   Service   updates,   which   may   include   upgrades,   bugfixes,   patches,   other   error   corrections,   and/or   new   features   (collectively,   includingrelated documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Services. You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

The   Services   may   display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services,   including   through   third-party   advertising   ("Third-Party   Materials").   You acknowledge   and   agree   that   Company   is   not   responsible   for   Third-Party   Materials, including   their   accuracy,   completeness,   timeliness,   validity,   copyright   compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

In   some   instances,   you   may   be   allowed   to   beta   test   certain Services   at   no   cost   (e.g.   receiving   access   to   the   Services   along   with   free   coaching services). Such Services that may be made available to you prior to the fully-operational Services that are generally available to the public are expected to contain bugs and/or other limitations in their performance. You understand the risks of using beta testing and such Services that have not been approved for distribution to a wider market. In using beta Services, you agree to fully cooperate with the Company and provide feedback about the Services to the Company, including but not limited to aiding the Company in identifying and correcting bugs, enhancing functionality, and improving operability of the Services. You agree to dedicate no less than ten (10) hours of use of the Services andone   (1)   hour   of   direct   feedback   to   the   Company.   The   Company   may   specify   certain deadlines for completion of all or subparts of the beta testing.

You specifically agree that as part of your beta testing, you will

Upon your successful completion of beta testing that meets our satisfaction, you may been titled to certain compensation that the Company described to you in writing prior to you accepting the offer to beta test. You agree to, and shall keep your use of any beta Services confidential as well as all information related to your use and critique of such Services.

You shall not sell nor distribute any information about the Services to third parties and agree that all intellectual property rights related to your feedback and suggested   improvements   to   the   Services   shall   be   exclusively   the   property   of   the Company.   You   further   agree   that   the   Company   may   publish   your   feedback   and   any medical   provider   and/or   clinic   name   who   provides   feedback.   Regardless   of   how   the Company utilizes the information or feedback from you, you acknowledge and agree that you will not be entitled to any further compensation and will provide the Company with all reasonably requested assistance in securing its intellectual property rights in the feedback.

You may be eligible for admittance into our Pilot Program. If you are   admitted   into   the   Pilot   Program, these   Terms   as   well   as   the   Pilot   Program Agreement will apply to your use of the Services.

For   using   the   Services, you   agree   that   your   clinic   may   seek compensation   from   your   insurance   company   and/or   governmental   payor.   All   sums received from payors shall be the sole and exclusive property of your clinic, which will in turn, remit compensation to the Company for your use of the Services. All compensation from the clinic to the Company shall be deemed a payment from the clinic and not the user of the Services. You agree that we are a third-party beneficiary of all insurance claim proceeds related to your enrollment in, and/or use of, the Services. You further agree that your clinic may submit charges to your insurer, which may result in out-of-pocket costs to you. You agree that you will look to your clinic and insurer to advise you with respect to your insurance policy and responsibilities and take no steps that would otherwise   prevent   or   inhibit   the   Company   from   receiving   its   compensation   from   your clinic.

This Agreement will remain in full force   and   effect   while   you   use   the   Services (including   our   Website   and/or   the Application).  You may terminate this Agreement by discontinuing use of the Services, the   Website, and   deleting   the   Application   and   all   copies   thereof   from   your   mobile device. Company may terminate this Agreement or all or any portion of the Services at any time without notice to you for any reason in its sole discretion, including, but not limited   to   if   Company’s   relationship   with   your   clinic   terminates   for   any   reason (the “Clinic”).   If   your   Clinic   no   longer   has   a   license   to   utilize   the   Services, we   will   take commercially reasonable efforts to transition you to the “free” version of the Services, which will have some functionality but not the same functionality as the paid version you were   using   previously   through   your   Clinic.   In   addition, this   Agreement   will   terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: (a) all rights granted to you under this Agreement will also terminate, including, but not limited to any rights set forth in Section1   of   this   Agreement; and (b)you   must   cease   all   use   of   the   Services   and   delete   all copies of the Application from your Mobile Device. Termination will not limit any of the Company's rights or remedies at law or in equity, and any provisions of this Agreement that by its terms is applicable to events following termination shall remain in full force and effect.

THE   SERVICES   AREPROVIDED   TO   YOU   "AS   IS"   AND   WITH   ALL   FAULTS   AND   DEFECTS   WITHOUTWARRANTY   OF   ANY   KIND.   TO   THE   MAXIMUM   EXTENT   PERMITTED   UNDERAPPLICABLE   LAW,   COMPANY,   ON   ITS   OWN   BEHALF   AND   ON   BEHALF   OF   ITSAFFILIATES   AND   ITS   AND   THEIR   RESPECTIVE   LICENSORS   AND   SERVICEPROVIDERS,   EXPRESSLY   DISCLAIMS   ALL   WARRANTIES,   WHETHER   EXPRESS,IMPLIED,   STATUTORY,   OR   OTHERWISE,   WITH   RESPECT   TO   THE   SERVICES,INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR   PURPOSE,   TITLE,   AND   NON-INFRINGEMENT,   AND   WARRANTIESTHAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE,   OR   TRADE   PRACTICE.   WITHOUT   LIMITATION   TO   THE   FOREGOING,COMPANY   PROVIDES   NO   WARRANTY   OR   UNDERTAKING,   AND   MAKES   NOREPRESENTATION   OF   ANY   KIND   THAT   THE   SERVICE   WILL   MEET   YOURREQUIREMENTS,   ACHIEVE   ANY   INTENDED   RESULTS,   BE   COMPATIBLE,   ORWORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES,OPERATE   WITHOUT   INTERRUPTION,  MEET   ANY   PERFORMANCE   ORRELIABILITY   STANDARDS,   OR   BE   ERROR-FREE,   OR   THAT   ANY   ERRORS   ORDEFECTS   CAN   OR   WILL   BE   CORRECTED.  SOME   JURISDICTIONS   DO   NOTALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THELIMITATIONS   ON   THE   APPLICABLE   STATUTORY   RIGHTS   OF   A   CONSUMER,THEREFORE,   SOME   OR   ALL   OF   THE   ABOVE   EXCLUSIONS   AND   LIMITATIONSMAY NOT APPLY TO YOU.

THE   SERVICES   DO   NOT   INVOLVE   THE   PROVISION   OF   MEDICAL   ADVICE   BYCOMPANY OR ITS AFFILIATES AND ARE NOT INTENDED TO DIAGNOSE, TREAT,CURE,   OR   PREVENT   ANY   DISEASE   OR   MEDICAL   CONDITION.   THE   SERVICESARE   FOR   INFORMATIONAL   PURPOSES   ONLY   AND   CANNOT   REPLACE   THESERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS, INCLUDING THOSEOF   YOUR   CLINIC.   FURTHER,   THE   INFORMATION   THE   SERVICES   PROVIDE   ISGENERAL IN NATURE AND NOT CUSTOMIZED FOR EACH INDIVIDUAL CLIENT.INDIVIDUAL RESULTS AND CONDITIONS VARY. ACCORDINGLY, THE SERVICESDO   NOT   GUARANTEE   ANY   MEDICAL   RESULT   NOR   DO   THEY   PROVIDE   ANYGUARANTEE   ABOUT   BEING   ALERTED   TO   MEDICAL   CONDITIONS   OREMERGENCIES. YOU, AS THE CLIENT, AGREE AND ACKNOWLEDGE THAT YOUSHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS OR SEEK CUSTOMIZEDTREATMENT AND DIAGNOSIS, YOU AGREE TO CONTACT YOUR PHYSICIAN ORMEDICAL PROVIDER AT YOUR CLINIC. YOU SHOULD NEVER DISCARD MEDICALADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF INFORMATIONPRESENTED WITHIN THE SERVICES. THE TRANSMISSION AND RECEIPT OF THESERVICES,   IN   WHOLE   OR   IN   PART,   DOES   NOT   CONSTITUTE   OR   CREATE   AHEALTHCARE   PROFESSIONAL   RELATIONSHIP   BETWEEN   YOU   AND   COMPANYOR ITS AFFILIATES. YOU SHOULD CONTACT YOUR CLINIC AND HEALTH CAREPROFESSIONAL BEFORE MAKING ANY HEALTH-RELATED CHANGES BASED ONINFORMATION   PROVIDED   THROUGH   THE   SERVICES.   COMPANY   IS   NOTRESPONSIBLE   FOR   ANY   HEALTH   PROBLEMS   THAT   MAY   RESULT   FROMINFORMATION   YOU   LEARN   ABOUT   THROUGH   THE   SERVICES   AND   ANYRELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICES IS FULLY ATYOUR OWN RISK.

YOU   COVENANT   AND   HEREBY   AGREE   NOT   TO   SUE   THE   COMPANY   IN   ANYMEDICAL   MALPRACTICE   ACTION   OR   RELATED   CLAIM   RELATED   TO   MEDICAL DIAGNOSIS, TREATMENT   OR   CARE, AND   THAT   YOU   WILL   LOOK   SOLELY   TOYOUR   CLINIC   AND/OR   MEDICAL   PROVIDERS   FOR   ANY   ASSOCIATED   ORALLEGED LIABILITY.

TO   THE   FULLEST   EXTENTPERMITTED   BY   APPLICABLE   LAW,   IN   NO   EVENT   WILL   COMPANY   OR   ITSAFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICEPROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USEOF   OR   INABILITY   TO   USE   THE   SERVICES   FOR:   (A)   PERSONAL   INJURY,PROPERTY   DAMAGE,   LOST   PROFITS,   COST   OF   SUBSTITUTE   GOODS   ORSERVICES,   LOSS   OF   DATA,   LOSS   OF   GOODWILL,   BUSINESS   INTERRUPTION,COMPUTER   FAILURE   OR   MALFUNCTION,   OR   ANY   OTHER   CONSEQUENTIAL,INCIDENTAL,   INDIRECT,   EXEMPLARY,   SPECIAL,   OR   PUNITIVE   DAMAGES.  THEFOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUTOF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISEAND   REGARDLESS   OF   WHETHER   SUCH   DAMAGES   WERE   FORESEEABLE   ORCOMPANY   WAS   ADVISED   OF   THE   POSSIBILITY   OF   SUCH   DAMAGES.   THEMAXIMUM   LIABILITY   THAT   WE   MAY   HAVE   RELATED   TO   YOUR   USE   OF   THESERVICES   IS   THE   AMOUNT   YOU   HAVE   PAID   US   FOR   THE   SERVICES   WITHIN THE   SIX   (6)   MONTHS   PRECEEDING   WHEN   THE   CLAIM   FIRST   AROSE.   IF   YOUHAE   NOT   PAID   US   ANY   SUMS   DURING   THE   PAST   SIX   (6)   MONTHS,   OURMAXIMUM   LIABILITY   TO   YOU   SHALL   BE   ONE   DOLLAR   ($1).   SOMEJURISDICTIONS   DO   NOT   ALLOW   CERTAIN   LIMITATIONS   OF   LIABILITY,THEREFORE,   SOME   OR   ALL   OF   THE   ABOVE   LIMITATIONS   OF   LIABILITY   MAYNOT APPLY TO YOU.

You   agree   to   indemnify,   defend,   andhold   harmless   Company   and   its   officers,   directors,   employees,   agents,   affiliates,successors,   and   assigns   from   and   against   any   and   all   losses,   damages,   liabilities,deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines,costs, or expenses of whatever kind, including attorneys' fees, arising from or relatingto: (a) your use or misuse of the Services; (b) your breach of this Agreement; or (c) useof   Your   Information,   including   infringement   claims,   or   any   data   or   results   derivedtherefrom in your use of the Services.

The   Services   may   be   subject   toUnited   States   export   control   laws,   including   the   Export   Control   Reform   Act   and   itsassociated regulations. You shall not, directly or indirectly, export, re-export, or releasethe Services to, or make the Services accessible from,  any jurisdiction or country towhich export, re-export, or release is prohibited by law, rule, or regulation. You shallcomply with all applicable federal laws, regulations, and rules, and complete all requiredundertakings (including obtaining any necessary export license or other governmentalapproval), prior to exporting, re-exporting, releasing, or otherwise making the Serviceavailable outside the United States.

If any provision of this Agreement is illegalor unenforceable under applicable law, the remainder of the provision will be amendedto achieve as closely as possible the effect of the original term and all other provisionsof this Agreement will continue in full force and effect.

If you believe we havebreached this Agreement or our provision of the Services to you, you agree that as amaterial   provision   of   this   Agreement   that   you   will   provide   us   with   a   detailed   writtennotice   of   any   claimed   deficiencies   and   at   least   thirty   (30)   days   to   cure   such   allegeddeficiency prior to commencing any arbitration proceeding against us as set forth below.If the Company takes steps to fix the issue, but the fix cannot be completed within thethirty (30) -day time period, then the Company shall continue to have the opportunity tofix   the   issue   without   you   bringing   a   legal   claim   so   long   as   the   Company   usescommercially reasonable means without undue delay to resolve the issue. During theaforementioned   cure   periods,   any   applicable   statute   of   limitations   period   will   beautomatically tolled. If the Company provides written notice to you that it is waiving thisSection or otherwise is not pursuing a resolution to your proposed claims, the tollingperiod shall automatically cease within three (3) days of such notice being provided toyou. Should you violate this provision and fail to give us such notice, it shall constitute amaterial breach of this Agreement and entitle us to all of our attorneys’ fees, court costs,and any related expenses associated with enforcing our right to the thirty (30) day cure period.   This provision specifically applies to any and all claims under local, state orfederal law, and specifically includes claims related to the American with Disabilities Act.

This Agreementis   governed   by   and   construed   in   accordance   with   the   internal   laws   of   the   State   ofColorado   without   giving   effect   to   any   choice   or   conflict   of   law   provision   or   rule.  Youagree that any claim, dispute, action or litigation based hereon, relating to or arising outof   this   Agreement,   or   the   Services   shall   be   brought   and   maintained   exclusively   viaarbitration   (except   for   injunctive   relief).   Any   party   seeking   to   pursue   an   action   toarbitrate shall give written notice to the other party of such election that summarizes insufficient   detail   the   basis   of   the   dispute   at   least   ten   (10)   days   before   bringing   anarbitration   action.   The   dispute   shall   be   submitted   for   arbitration   with   JAMS   inaccordance with its Comprehensive Arbitration Rules and Procedures. Such arbitrationshall be conducted, unless otherwise agreed by the parties, by a single arbitrator, whoshall   be   a   former   judge,   in   Denver,   Colorado.   The   award   of   the   arbitrator   may   beconfirmed or enforced in any court of competent jurisdiction. The prevailing party in anyarbitration shall be entitled to recover all costs incurred by such party in connection with the proceeding, including reasonable attorneys’ fees. If injunctive relief is needed, theparties agree to exclusively utilize the courts with jurisdiction in Denver, Colorado. Youexpressly   waive   any   objection   of   venue   and   jurisdiction,   including   but   not   limited   to arguments that such litigation any action has been brought in an inconvenient forum.

ANY   CAUSE   OFACTION   OR   CLAIM   YOU   MAY   HAVE   ARISING   OUT   OF   OR   RELATING   TO   THISAGREEMENT OR THE SERIVCES MUST BE COMMENCED WITHIN ONE (1) YEARAFTER   THE   CAUSE   OF   ACTION   ACCRUES   OTHERWISE   SUCH   CAUSE   OFACTION OR CLAIM IS PERMANENTLY BARRED.

EACH OF THEPARTIES   HERETO   HEREBY   WAIVES   ANY   RIGHT   TO   A   TRIAL   BY   JURY   IN   ANYACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THISAGREEMENT. FURTHER, EACH OF THE PARTIES HERETO HEREBY WAIVES ANYRIGHT TO PARTICIPATE IN A CLASS ACTION AND INSTEAD, AGREES THAT ANYAND ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

No   failure   to   exercise,   and   no   delay   inexercising, on the part of either party, any right or any power hereunder shall operate asa waiver thereof, nor shall any single or partial exercise of any right or power hereunderpreclude further exercise of that or any other right hereunder. In the event of a conflictbetween this Agreement and any applicable purchase or other terms, the terms of thisAgreement shall govern.

This   Agreement   and   our   Privacy Policy constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.