11. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL ALAN, ITS RELATED PERSONS, AFFILIATED HEALTH CARE PRACTICES OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF ALAN OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL ALAN’S, ITS RELATED PERSONS', AFFILIATED HEALTH CARE PRACTICES’ OR LICENSORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this section. Accordingly, some of these limitations may not apply to you. If you are a New Jersey resident, or a resident of another U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Alan, its affiliates, its affiliated health care practices, its subsidiaries, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys' fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, (a) your use of the Services, or your use of the materials or features available on the Services, in an unauthorized manner, (b) your fraud, violation of law or third party right, negligence, or willful misconduct, or (c) any breach by you of these Terms of Use.

13. Changes to the Terms of Use and the Services

The Services are continually under development, and Alan reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

You acknowledge and agree that: (a) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (b) Alan will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. Alan reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that Alan shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

14. Payments

You agree to pay all fees due for services requested at checkout and pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have (“Payment Method”). By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors (“Payment Processors”) to charge the amount due, including recurring fees associated with Subscription Services (as defined below).

You represent and warrant that: (a) the account, order, and Payment Method information you supply to us and/or to Payment Processors, as applicable, is true, accurate, correct, and complete; (b) you are duly authorized to use the Payment Method(s); (c) you will pay any and all charges incurred by users of your Payment Method in connection with the Services, including any applicable fees (at the prices in effect when such charges are incurred) and taxes; (d) charges incurred by you will be honored by your Payment Method company; (e) you will not allow or enable anyone else to use your subscription to the extent applicable (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your Subscription Services to anyone else); and (f) you will report to us any unauthorized or prohibited access to or use of your subscription as applicable and/or password(s) or other authentication credentials. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (X) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (Y) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (Z) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

You understand and agree that you are responsible for all fees due to receive health care services and pharmacy services, including any fees charged by the health care organization(s) or provider(s) that provide services to you in connection with the Services. Your payments to Alan may include fees charged by health care organization(s) or provider(s) for health care services and/or pharmacy services, which Alan collects on their behalf. Any health care services or pharmacy services not provided by us, an affiliated physician practice, or the partner pharmacy, or otherwise made available through the Services are not included in the payments collected by Alan and you may be separately charged by the applicable health care organization(s) and/or provider(s) for such services. In the event that your credit card expires or Alan, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative Payment Method. Alan and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services or pharmacy services unless and until full payment has been received and/or verified. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

Certain products or services offered on the Services may be offered on a subscription basis ("Subscription Services"). For Subscription Services, your Payment Method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. Depending on the specific Service you select, you may be charged at the time you submit a request (for instance, a treatment request), and the products or services purchased will begin to be provided after all onboarding steps are complete (for instance, after your treatment request is approved by a provider and you provide all required information). For other Services, you may not be charged until all required onboarding steps are completed. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM IDENTIFIED IN YOUR SUBSCRIPTION ORDER FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THAT INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES HEREIN.

You may cancel a Subscription Service to prevent future renewals at any time before the cancelation cutoff date as indicated to you at the time you purchase a Subscription Service. You will also be informed about how you can cancel these Subscription Services. To cancel any Subscription Services, you must notify us at least three (3) days before the start of the next Subscription Term by using the appropriate functionalities of the Services or by contacting us at hello@alanmeds.com. You will continue to have access to the Subscription Services through the end of the then-current Subscription Term. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF ALAN AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES AND AS EXPLAINED BELOW, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

15. Termination

The Terms of Use will remain in full force and effect as long as you continue to access or use the Services. You may terminate the Terms of Use at any time by discontinuing use of the Services. Your permission to use the Services automatically terminates if you violate these Terms of Use. Alan may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms of Use. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, Alan reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Alan will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Alan harmless from any and all liability that Alan may incur therefor.

16. Governing Law; Dispute Resolution; Arbitration; Venue; Severability

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ALAN TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ALAN. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND ALAN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Governing Law. These Terms of Use and your use of the Services shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section 16, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in New York, New York, and you consent to the jurisdiction of those courts.

Binding Arbitration, Generally. Except as described in the "Exceptions" section below, you and Alan agree that every dispute arising in connection with these Terms of Use, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation, common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory, regardless of whether a claim arises after the termination of these Terms of Use, and regardless of whether a claim arises before or after the effective date of these Terms of Use. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) file suit in a court of law to address an intellectual property infringement claim; or (c) seek injunctive relief in a court of law in a state or federal court in New York, New York.

Opting Out of Arbitration Agreement. If you are a new user, you can reject and opt out of this arbitration provision within thirty (30) days of accepting these Terms of Use by emailing us at hello@alanmeds.com with your full, legal name and stating your intent to opt out of this arbitration provision. Opting out of this arbitration provision does not affect the binding nature of any other part of these Terms of Use, including the provisions regarding controlling law or the courts in which any disputes must be brought.AAA Rules") as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Alan.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Alan.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Alan's address for Notice is: Alan Health Technologies Inc., 249 Smith St. PMB 3008, Brooklyn NY 11231 Attention: General Counsel. A copy of all Notices of Arbitration must also be sent to Alan via email to arbitration-notices@alanmeds.com. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Alan may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms of Use, Alan will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Alan has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Alan may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Alan must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief. Except as provided in the "No Class Actions" section below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator's award shall be final and binding on all parties. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions. YOU AND ALAN AGREE THAT EACH 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 OR REPRESENTATIVE PROCEEDING. Further, unless both you and Alan agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR ALAN WANTS TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS OF USE, THEN YOU OR ALAN MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

Severability. All parts of these Terms of Use apply to the maximum extent permitted by law. Alan and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

17. Communications by Text Message and Email

By opting-in to receive text (SMS) messages from Alan or by sending Alan an initial text message (an "SMS Enrollment"), you consent to receiving text messages regarding your Alan account and use of the Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from Alan. Your opt-in includes your express waiver of any and all restrictions imposed by any federal or state law regarding the character limit, frequency and number of messages, time of day messages are received, and any other restriction imposed by any political subdivision other than the federal or state government.

With your SMS Enrollment, you represent and understand that: (a) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (b) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from Alan, (c) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from Alan, or from Alan to you, and (d) neither Alan, nor your or Alan's mobile carriers, will be liable for delayed or undelivered messages.

Note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Alan, and you can opt-out of any of Alan's SMS services at any time by texting "STOP" to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message "STOP" to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from Alan, you will need to opt-out of each Alan SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from Alan that you have opted-in to receive but have not unsubscribed from.

You also understand that while Alan takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Alan are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to Alan, and receiving text messages from Alan, that are not encrypted. Likewise, by emailing Alan or giving Alan your email, you consent to receiving unencrypted emails messages from Alan. If you are experiencing any issues with Alan's text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at hello@alanmeds.com. If you have questions specific to your text or data plan, please contact your wireless provider.

18. Miscellaneous Terms

No waiver. No waiver by Alan of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Alan to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

No agency relationship. Neither these Terms of Use, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies. You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment. You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Alan and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Alan is transferred to another entity by way of merger, sale of its assets, or otherwise.

Promotional Pricing. Discounted pricing for the first month is only for the 1mL starter dose of medication if it is prescribed by your doctor. Customers who require a higher dosage as recommended by your doctor will be charged the full price.

Headings. The heading references herein are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and Alan relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Alan.

Headings. The heading references herein are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and Alan relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Alan.

19. Contact Us

If you have any questions about these Terms of Use, please contact us at: legal@alanmeds.com