| ES | | ES |
| KR | | KR |
| Terms and Conditions of Use | | Terms and Conditions of Use |
| n | | n | Summary: |
| | | These Terms explain how you can use Noom and what to expect from us. By using No |
| | | om, you agree to these Terms and our related policies. Some important sections—l |
| | | ike subscriptions and dispute resolution—have key rules you should read carefull |
| | | y. |
| Welcome to Noom! These Terms of Use (“Terms”) govern your access to and use of t | | Welcome to Noom! These Terms of Use (“Terms”) govern your access to and use of t |
| he services offered by Noom, Inc. (“we” or “us”) via Noom’s websites and apps (“ | | he services offered by Noom, Inc. (“we” or “us”) via Noom’s websites and apps (“ |
| Noom” or the “Service”). Please read these Terms carefully, and contact us if yo | | Noom” or the “Service”). Please read these Terms carefully, and contact us if yo |
| u have any questions. By accessing or using Noom, you agree to be bound by these | | u have any questions. By accessing or using Noom, you agree to be bound by these |
| Terms, our Privacy Policy, our Cookies Policy, our HIPPA Notice, our Community | | Terms, our Privacy Policy, our Cookies Policy, our HIPPA Notice, our Community |
| Guidelines and any other supplemental terms for the Service offerings that you a | | Guidelines and any other supplemental terms for the Service offerings that you a |
| ccess (collectively, the “Agreement”). | | ccess (collectively, the “Agreement”). |
| Section 6 below sets out the terms governing any subscription you purchase. IF Y | | Section 6 below sets out the terms governing any subscription you purchase. IF Y |
| OU PURCHASE A SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION WILL BE AUTOMATICAL | | OU PURCHASE A SUBSCRIPTION TO THE SERVICE, YOUR SUBSCRIPTION WILL BE AUTOMATICAL |
| LY RENEWED AT THE END OF THE DISCLOSED BILLING PERIOD AT OUR THEN-CURRENT FEE FO | | LY RENEWED AT THE END OF THE DISCLOSED BILLING PERIOD AT OUR THEN-CURRENT FEE FO |
| R SUCH SERVICE UNLESS YOU DECIDE TO CANCEL YOUR SUBSCRIPTION OR THE AGREEMENT IS | | R SUCH SERVICE UNLESS YOU DECIDE TO CANCEL YOUR SUBSCRIPTION OR THE AGREEMENT IS |
| TERMINATED. Additionally, in some locations you might have a “cooling off perio | | TERMINATED. Additionally, in some locations you might have a “cooling off perio |
| d.” For example, if you are a California resident and purchase a subscription an | | d.” For example, if you are a California resident and purchase a subscription an |
| d decide before midnight of the third business day following your purchase that | | d decide before midnight of the third business day following your purchase that |
| you want to cancel your contract with us and receive a refund, you can mail a no | | you want to cancel your contract with us and receive a refund, you can mail a no |
| tice of cancellation to Noom, Inc., Attn: Legal Department, One Palmer Square, S | | tice of cancellation to Noom, Inc., Attn: Legal Department, One Palmer Square, S |
| uite 441, Princeton, NJ 08542. | | uite 441, Princeton, NJ 08542. |
| SECTION 13 (DISPUTE RESOLUTION) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE D | | SECTION 13 (DISPUTE RESOLUTION) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE D |
| ISPUTES BETWEEN YOU AND US. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS | | ISPUTES BETWEEN YOU AND US. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS |
| DEFINED IN SECTION 13) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 13.6 ( | | DEFINED IN SECTION 13) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 13.6 ( |
| OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK R | | OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK R |
| ELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN A | | ELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN A |
| NY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PAR | | NY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PAR |
| TICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WA | | TICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WA |
| IVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW | | IVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW |
| AND TO HAVE A JURY TRIAL. IN ARBITRATION, THERE IS LESS DISCOVERY AND APPELLATE | | AND TO HAVE A JURY TRIAL. IN ARBITRATION, THERE IS LESS DISCOVERY AND APPELLATE |
| REVIEW THAN IN COURT. | | REVIEW THAN IN COURT. |
| 1.8 Noom Updates. Our Service is evolving. We may update the Service with or wit | | 1.8 Noom Updates. Our Service is evolving. We may update the Service with or wit |
| hout notifying you. You understand that we are not liable to you or to any third | | hout notifying you. You understand that we are not liable to you or to any third |
| party for any modification, update, suspension, or discontinuation of any part | | party for any modification, update, suspension, or discontinuation of any part |
| of the Service, and that you may be required to update Noom’s applications to co | | of the Service, and that you may be required to update Noom’s applications to co |
| ntinue to access the Service through such applications. | | ntinue to access the Service through such applications. |
| 1.9 Additional Terms for Generative AI. You may not use the Service to develop m | | 1.9 Additional Terms for Generative AI. You may not use the Service to develop m |
| achine learning models or related technology. The Service may sometimes provide | | achine learning models or related technology. The Service may sometimes provide |
| inaccurate content or content that doesn’t represent Noom’s views. Use discretio | | inaccurate content or content that doesn’t represent Noom’s views. Use discretio |
| n before relying on or otherwise using content provided by the Service. Don’t re | | n before relying on or otherwise using content provided by the Service. Don’t re |
| ly on the Service for medical, legal, financial, or other professional advice; a | | ly on the Service for medical, legal, financial, or other professional advice; a |
| ny content regarding those topics is provided for informational purposes only an | | ny content regarding those topics is provided for informational purposes only an |
| d is not a substitute for advice from a qualified professional. | | d is not a substitute for advice from a qualified professional. |
| 2. YOUR RESPONSIBILITIES | | 2. YOUR RESPONSIBILITIES |
| n | | n | Summary: |
| | | You are in charge of your account and anything that happens on it. Keep your log |
| | | in secure, provide accurate info, and follow the rules when linking other servic |
| | | es. We can suspend or revoke your access to Noom at any time. |
| 2.1 What You Do. You are responsible for everything you do under your account. E | | 2.1 What You Do. You are responsible for everything you do under your account. E |
| ach account is personalized to you, so please don’t share accounts or passwords. | | ach account is personalized to you, so please don’t share accounts or passwords. |
| Let us know right away if you suspect unauthorized use of your account or any o | | Let us know right away if you suspect unauthorized use of your account or any o |
| ther breach of security. If we suspect the information you provide is untrue, in | | ther breach of security. If we suspect the information you provide is untrue, in |
| accurate, not current, or incomplete, we may suspend or terminate your account. | | accurate, not current, or incomplete, we may suspend or terminate your account. |
| Basically, don’t create an account using a false identity or on behalf of someon | | Basically, don’t create an account using a false identity or on behalf of someon |
| e other than yourself. | | e other than yourself. |
| 2.2 Linked Accounts. You may be able to link your account with a third-party app | | 2.2 Linked Accounts. You may be able to link your account with a third-party app |
| lication or service. If you decide to link your account, you are responsible for | | lication or service. If you decide to link your account, you are responsible for |
| making sure you aren’t breaching any of the third party’s terms and conditions. | | making sure you aren’t breaching any of the third party’s terms and conditions. |
| Any content from that third party shall be considered to be your User Content a | | Any content from that third party shall be considered to be your User Content a |
| nd subject to our Privacy Policy. | | nd subject to our Privacy Policy. |
| 2.3 Your License. The Service is protected by copyright laws throughout the worl | | 2.3 Your License. The Service is protected by copyright laws throughout the worl |
| d. Subject to these Terms and our policies (including our Community Guidelines), | | d. Subject to these Terms and our policies (including our Community Guidelines), |
| and provided you have an active account and subscription on the Service, we gra | | and provided you have an active account and subscription on the Service, we gra |
| nt you a limited, non-exclusive, non-transferable, and revocable license to use | | nt you a limited, non-exclusive, non-transferable, and revocable license to use |
| the features and functionality of our Service that are included in your subscrip | | the features and functionality of our Service that are included in your subscrip |
| tion (including any add-ons purchased by you) during your applicable subscriptio | | tion (including any add-ons purchased by you) during your applicable subscriptio |
| n term. | | n term. |
| 2.4 Noom Health. If you access the Service through an employer, health plan or a | | 2.4 Noom Health. If you access the Service through an employer, health plan or a |
| ny other third party benefit program, you shall also be subject to use Noom Heal | | ny other third party benefit program, you shall also be subject to use Noom Heal |
| th based on the terms agreed to by the respective employer, health plan or other | | th based on the terms agreed to by the respective employer, health plan or other |
| third party benefit program. If someone else pays for your subscription, then s | | third party benefit program. If someone else pays for your subscription, then s |
| ome of these provisions may not apply to you, including Section 6 (FEES AND PURC | | ome of these provisions may not apply to you, including Section 6 (FEES AND PURC |
| HASE TERMS; AUTOMATICALLY RENEWING SUBSCRIPTIONS). | | HASE TERMS; AUTOMATICALLY RENEWING SUBSCRIPTIONS). |
| 3. YOUR CONTENT | | 3. YOUR CONTENT |
| n | | n | Summary: |
| | | Anything you post on Noom belongs to you, but you give us permission to use it t |
| | | o run and improve the service. We may remove or change content that breaks our r |
| | | ules or policies. |
| 3.1 What You Provide. Noom allows you to post content, including photos, comment | | 3.1 What You Provide. Noom allows you to post content, including photos, comment |
| s, links, and other materials, if you so choose. Anything that you or another us | | s, links, and other materials, if you so choose. Anything that you or another us |
| er posts or otherwise makes available on the Service is referred to as “User Con | | er posts or otherwise makes available on the Service is referred to as “User Con |
| tent.” You retain all rights in, and are solely responsible for, the User Conten | | tent.” You retain all rights in, and are solely responsible for, the User Conten |
| t you make available or post on Noom. | | t you make available or post on Noom. |
| 3.2 How We Use It. You grant us a non-exclusive, royalty-free, irrevocable, perp | | 3.2 How We Use It. You grant us a non-exclusive, royalty-free, irrevocable, perp |
| etual, transferable, sublicensable, worldwide license to use, store, display, re | | etual, transferable, sublicensable, worldwide license to use, store, display, re |
| produce, save, modify, translate, adapt, create derivative works, perform, and d | | produce, save, modify, translate, adapt, create derivative works, perform, and d |
| istribute your User Content. Nothing in these Terms restricts other legal rights | | istribute your User Content. Nothing in these Terms restricts other legal rights |
| we may have to User Content, for example, under other licenses. We reserve the | | we may have to User Content, for example, under other licenses. We reserve the |
| right to remove or modify User Content, or change the way it’s used on Noom, for | | right to remove or modify User Content, or change the way it’s used on Noom, for |
| any reason. This includes User Content that we believe violates these Terms, ou | | any reason. This includes User Content that we believe violates these Terms, ou |
| r Community Guidelines, or any other supplemental terms, laws, or policies. | | r Community Guidelines, or any other supplemental terms, laws, or policies. |
| 4. INTELLECTUAL PROPERTY | | 4. INTELLECTUAL PROPERTY |
| n | | n | Summary: |
| | | We own the Noom service and content. You can use Noom as allowed by these Terms, |
| | | but you can’t copy, change, or use our branding without permission. If you shar |
| | | e feedback, we can use it to improve Noom. |
| 4.1 Noom’s Rights. Except with respect to your User Content, you agree that we o | | 4.1 Noom’s Rights. Except with respect to your User Content, you agree that we o |
| wn all rights, title, and interest in the Service. You may not remove, alter, or | | wn all rights, title, and interest in the Service. You may not remove, alter, or |
| obscure any copyright, trademark, service mark, or other proprietary rights not | | obscure any copyright, trademark, service mark, or other proprietary rights not |
| ices incorporated in or accompanying the Service. | | ices incorporated in or accompanying the Service. |
| 4.2 Noom’s Trademarks. Noom, Noom Move, the Noom wordmark and compass logo, and | | 4.2 Noom’s Trademarks. Noom, Noom Move, the Noom wordmark and compass logo, and |
| all related graphics, logos, service marks, and trade names are the trademarks o | | all related graphics, logos, service marks, and trade names are the trademarks o |
| f Noom, Inc. and may not be used without our express written permission. | | f Noom, Inc. and may not be used without our express written permission. |
| 4.3 Your Feedback. We love hearing from our Noomers, and are always interested i | | 4.3 Your Feedback. We love hearing from our Noomers, and are always interested i |
| n learning about ways we can make Noom better. If you decide to share your comme | | n learning about ways we can make Noom better. If you decide to share your comme |
| nts, ideas, or feedback (“Feedback”) with us, then Noom shall have the right to | | nts, ideas, or feedback (“Feedback”) with us, then Noom shall have the right to |
| use your Feedback in any manner, including, but not limited to, future enhanceme | | use your Feedback in any manner, including, but not limited to, future enhanceme |
| nts and modifications to the Services. All such Feedback shall be owned exclusiv | | nts and modifications to the Services. All such Feedback shall be owned exclusiv |
| ely by Noom, and you agree to assign all right, title and interest in and to suc | | ely by Noom, and you agree to assign all right, title and interest in and to suc |
| h Feedback and related intellectual property. | | h Feedback and related intellectual property. |
| 5. CONTENT REMOVAL | | 5. CONTENT REMOVAL |
| n | | n | Summary: |
| | | We may remove content or restrict accounts for any reason. If you believe your i |
| | | ntellectual property rights are being violated, you can report it to us. |
| 5.1 Content Moderation. We are not responsible for User Content submitted by oth | | 5.1 Content Moderation. We are not responsible for User Content submitted by oth |
| er Noomers and we do not have any obligation to proactively review or pre-screen | | er Noomers and we do not have any obligation to proactively review or pre-screen |
| User Content, but we may remove any User Content for any reason (or no reason) | | User Content, but we may remove any User Content for any reason (or no reason) |
| at our sole discretion. If you see User Content in violation of any of our polic | | at our sole discretion. If you see User Content in violation of any of our polic |
| ies, including our Community Guidelines, please report it to us here. | | ies, including our Community Guidelines, please report it to us here. |
| 5.2 IP Infringement. It is our policy to terminate access to the Service of any | | 5.2 IP Infringement. It is our policy to terminate access to the Service of any |
| user who infringes copyright, trademark, or other intellectual property rights u | | user who infringes copyright, trademark, or other intellectual property rights u |
| pon prompt notification to us by the respective intellectual property owner or t | | pon prompt notification to us by the respective intellectual property owner or t |
| heir legal agent. Without limiting the foregoing, if you believe that your work | | heir legal agent. Without limiting the foregoing, if you believe that your work |
| has been copied and posted on the Service in a way that constitutes intellectual | | has been copied and posted on the Service in a way that constitutes intellectual |
| property rights infringement, please send: (i) an electronic or physical signat | | property rights infringement, please send: (i) an electronic or physical signat |
| ure of the person authorized to act on behalf of the owner of the copyright, tra | | ure of the person authorized to act on behalf of the owner of the copyright, tra |
| demark, or other intellectual property right; (ii) a description of the copyrigh | | demark, or other intellectual property right; (ii) a description of the copyrigh |
| ted work, trademark, or other intellectual property right that you claim has bee | | ted work, trademark, or other intellectual property right that you claim has bee |
| n infringed; (iii) a description of the location on the Service of the material | | n infringed; (iii) a description of the location on the Service of the material |
| that you claim is infringing; (iv) your address, telephone number, and email add | | that you claim is infringing; (iv) your address, telephone number, and email add |
| ress; (v) a written statement by you that you have a good faith belief that the | | ress; (v) a written statement by you that you have a good faith belief that the |
| disputed use is not authorized by the copyright, trademark, or other intellectua | | disputed use is not authorized by the copyright, trademark, or other intellectua |
| l property right owner, its agent or the law; and (vi) a statement by you, made | | l property right owner, its agent or the law; and (vi) a statement by you, made |
| under penalty of perjury, that the above information in your notice is accurate | | under penalty of perjury, that the above information in your notice is accurate |
| and that you are the copyright, trademark, or other intellectual property right | | and that you are the copyright, trademark, or other intellectual property right |
| owner or authorized to act on the copyright, trademark, or other intellectual pr | | owner or authorized to act on the copyright, trademark, or other intellectual pr |
| operty right owner’s behalf to our designated agent for notice of claims of infr | | operty right owner’s behalf to our designated agent for notice of claims of infr |
| ingement: legalnotice@noom.com. | | ingement: legalnotice@noom.com. |
| 6. FEES AND PURCHASE TERMS; AUTOMATICALLY RENEWING SUBSCRIPTIONS | | 6. FEES AND PURCHASE TERMS; AUTOMATICALLY RENEWING SUBSCRIPTIONS |
| n | | n | Summary: |
| | | Paid plans renew on their own unless you cancel before your next billing date. F |
| | | ree trials and promotions may turn into paid plans if not canceled in time. Pric |
| | | es, billing, and taxes may change, and you are responsible for keeping your paym |
| | | ent info current. Unless required by law, fees are generally not refundable. |
| 6.1 Defined Terms. | | 6.1 Defined Terms. |
| (a) “Billing Period” is the interval of time between each recurring billing date | | (a) “Billing Period” is the interval of time between each recurring billing date |
| and corresponds to the term of your subscription, which may be measured in days | | and corresponds to the term of your subscription, which may be measured in days |
| , weeks, or months. If you sign-up for a subscription to the Service, your subsc | | , weeks, or months. If you sign-up for a subscription to the Service, your subsc |
| ription term will be indicated at the time of sign-up. | | ription term will be indicated at the time of sign-up. |
| (b) “day” or “date” begins at 12:00 a.m. Eastern time and ends at 11:59 p.m. Eas | | (b) “day” or “date” begins at 12:00 a.m. Eastern time and ends at 11:59 p.m. Eas |
| tern time of that same calendar day. | | tern time of that same calendar day. |
| 6.13 Refund Policy. California residents may cancel their contract and seek a re | | 6.13 Refund Policy. California residents may cancel their contract and seek a re |
| fund pursuant to, and consistent with, the instructions set out in Section 6.7 h | | fund pursuant to, and consistent with, the instructions set out in Section 6.7 h |
| erein. In all other instances, all fees and charges assessed by us are non-refun | | erein. In all other instances, all fees and charges assessed by us are non-refun |
| dable except as expressly promoted by Noom and to the extent that you qualify fo | | dable except as expressly promoted by Noom and to the extent that you qualify fo |
| r such promotion. | | r such promotion. |
| 6.14 Guarantees. To the extent we specify a Guarantee for any of our products, i | | 6.14 Guarantees. To the extent we specify a Guarantee for any of our products, i |
| ncluding without limitation, the Noom Taper Off Guarantee, the remedy stated in | | ncluding without limitation, the Noom Taper Off Guarantee, the remedy stated in |
| such guarantee shall be your sole and exclusive remedy . | | such guarantee shall be your sole and exclusive remedy . |
| 7. SEEDS | | 7. SEEDS |
| n | | n | Summary: |
| | | Seeds are reward points you can earn and use for certain benefits, but they have |
| | | no cash value and cannot be transferred. They may expire after inactivity, and |
| | | we can change or end the program at any time. |
| 7.1 Noom Seeds (“Seeds”) is a loyalty points program that rewards users for qual | | 7.1 Noom Seeds (“Seeds”) is a loyalty points program that rewards users for qual |
| ifying activities and services. Some of our Services may allow users to collect | | ifying activities and services. Some of our Services may allow users to collect |
| Seeds. The activities that can generate Seeds and the amount of Seeds available | | Seeds. The activities that can generate Seeds and the amount of Seeds available |
| for each activity may vary. Seeds only are available on Noom to active users, su | | for each activity may vary. Seeds only are available on Noom to active users, su |
| bject to applicable terms and conditions of such Seeds. Once generated, Seeds ma | | bject to applicable terms and conditions of such Seeds. Once generated, Seeds ma |
| y be redeemed for gift cards through our third party vendor, charitable donation | | y be redeemed for gift cards through our third party vendor, charitable donation |
| s from Noom to specified partner organizations, or as otherwise indicated by Noo | | s from Noom to specified partner organizations, or as otherwise indicated by Noo |
| m in writing on its Service. Seeds have no fixed redemption value when generated | | m in writing on its Service. Seeds have no fixed redemption value when generated |
| . Seeds may not be transferred, have no cash value, and may not be redeemed for | | . Seeds may not be transferred, have no cash value, and may not be redeemed for |
| money, monetary value, goods, services, or discounts on goods and services. Seed | | money, monetary value, goods, services, or discounts on goods and services. Seed |
| s may not be used as a medium of exchange and do not represent a unit of account | | s may not be used as a medium of exchange and do not represent a unit of account |
| or store of value. Once used or redeemed, Seeds are non-refundable. Users must | | or store of value. Once used or redeemed, Seeds are non-refundable. Users must |
| maintain an active program membership to redeem Seeds. Seeds accumulated by a us | | maintain an active program membership to redeem Seeds. Seeds accumulated by a us |
| er expire after 180 days of inactivity, with no further ability for user to acce | | er expire after 180 days of inactivity, with no further ability for user to acce |
| ss or redeem such Seeds. Seeds will not expire if the user accumulates Seeds wit | | ss or redeem such Seeds. Seeds will not expire if the user accumulates Seeds wit |
| hin 180 days of the last date Seeds were accumulated. | | hin 180 days of the last date Seeds were accumulated. |
| 7.2 Noom reserves the right to eliminate, adjust, and change all aspects of the | | 7.2 Noom reserves the right to eliminate, adjust, and change all aspects of the |
| Seeds program at any time, including without limitation the rewards thresholds o | | Seeds program at any time, including without limitation the rewards thresholds o |
| r redemption rates attached to any particular activity, user eligibility, and gi | | r redemption rates attached to any particular activity, user eligibility, and gi |
| ft card or charitable cause reward availability. Noom reserves the right in its | | ft card or charitable cause reward availability. Noom reserves the right in its |
| sole discretion to revoke or stop issuing Seeds at any time and to change expira | | sole discretion to revoke or stop issuing Seeds at any time and to change expira |
| tion dates for Seeds, without notice, refund, or compensation. If you delete you | | tion dates for Seeds, without notice, refund, or compensation. If you delete you |
| r account or it is terminated for any reason, you will forfeit any accumulated S | | r account or it is terminated for any reason, you will forfeit any accumulated S |
| eeds. If Noom observes or suspects any suspicious or malicious activity, Seeds r | | eeds. If Noom observes or suspects any suspicious or malicious activity, Seeds r |
| edemptions may be voided at Noom’’s sole discretion. Bugs or exploits in the gra | | edemptions may be voided at Noom’’s sole discretion. Bugs or exploits in the gra |
| nting of Seeds may occur. Suspected abuse or suspected exploits of Seeds by user | | nting of Seeds may occur. Suspected abuse or suspected exploits of Seeds by user |
| s will result in the deletion of an account without warning and the forfeiture o | | s will result in the deletion of an account without warning and the forfeiture o |
| f accumulated Seeds. Noom reserves all rights to take such action against users | | f accumulated Seeds. Noom reserves all rights to take such action against users |
| to maintain the integrity of the Seeds program, regardless of whether such accou | | to maintain the integrity of the Seeds program, regardless of whether such accou |
| nt or user engaged in suspicious, fraudulent, or problematic behavior. | | nt or user engaged in suspicious, fraudulent, or problematic behavior. |
| 7.3 For clarity, Seeds are distinct from, and may not be combined with or exchan | | 7.3 For clarity, Seeds are distinct from, and may not be combined with or exchan |
| ged for, any other Noom-based rewards program (i.e., Vibes and NoomCoin). | | ged for, any other Noom-based rewards program (i.e., Vibes and NoomCoin). |
| 7.4 To the fullest extent permitted by applicable law, no responsibility or liab | | 7.4 To the fullest extent permitted by applicable law, no responsibility or liab |
| ility is assumed by Noom for technical problems or technical malfunction arising | | ility is assumed by Noom for technical problems or technical malfunction arising |
| in connection with operation of the Seeds program. | | in connection with operation of the Seeds program. |
| 8. INDEMNIFICATION | | 8. INDEMNIFICATION |
| n | | n | Summary: |
| | | If your actions cause harm or legal claims, you agree to cover the related costs |
| | | . This includes how you use Noom, what you post, and breaking laws or these Term |
| | | s. |
| You agree to indemnify and hold us harmless for any of the following: (a) Your u | | You agree to indemnify and hold us harmless for any of the following: (a) Your u |
| se of the Service; (b) your User Content; (c) your violation of our policies; (d | | se of the Service; (b) your User Content; (c) your violation of our policies; (d |
| ) your violation of any rights of another party, including any other Noomers; an | | ) your violation of any rights of another party, including any other Noomers; an |
| d (e) your violation of any applicable law. You understand that the provisions i | | d (e) your violation of any applicable law. You understand that the provisions i |
| n this section will survive any termination of your account, as well as any chan | | n this section will survive any termination of your account, as well as any chan |
| ges in our policies or Service. | | ges in our policies or Service. |
| 9. DISCLAIMERS | | 9. DISCLAIMERS |
| n | | n | Summary: |
| | | Noom is provided “as is,” with no guarantees. We cannot promise the service will |
| | | always be accurate or available, and you use it at your own risk. |
| 9.1 “As Is.” YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE | | 9.1 “As Is.” YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE |
| OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” | | OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” |
| AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, | | AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, |
| AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMI | | AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMI |
| TED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A P | | TED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A P |
| ARTICULAR PURPOSE AND NON-INFRINGEMENT. This section does not affect in any way | | ARTICULAR PURPOSE AND NON-INFRINGEMENT. This section does not affect in any way |
| our return policy for tangible goods purchased through the Services, which are s | | our return policy for tangible goods purchased through the Services, which are s |
| ubject to the terms of our Terms of Sale. | | ubject to the terms of our Terms of Sale. |
| (a) WE MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICE WILL | | (a) WE MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICE WILL |
| MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIME | | MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIME |
| LY, SECURE, OR ERROR-FREE; (3) THAT DEFECTS WILL BE CORRECTED; (4) THAT THE APPL | | LY, SECURE, OR ERROR-FREE; (3) THAT DEFECTS WILL BE CORRECTED; (4) THAT THE APPL |
| ICATIONS OR THE SERVERS THAT MAKE THE APPLICATIONS AVAILABLE ARE FREE OF VIRUSES | | ICATIONS OR THE SERVERS THAT MAKE THE APPLICATIONS AVAILABLE ARE FREE OF VIRUSES |
| OR OTHER HARMFUL COMPONENTS; OR (5) THE RESULTS THAT MAY BE OBTAINED FROM USE O | | OR OTHER HARMFUL COMPONENTS; OR (5) THE RESULTS THAT MAY BE OBTAINED FROM USE O |
| F THE SERVICE WILL BE PERMANENT, ACCURATE, OR RELIABLE. | | F THE SERVICE WILL BE PERMANENT, ACCURATE, OR RELIABLE. |
| (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACC | | (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACC |
| ESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YO | | ESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YO |
| UR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE | | UR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE |
| YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUC | | YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUC |
| H CONTENT. | | H CONTENT. |
| (c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROU | | (c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROU |
| GH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.9.2 No Liabili | | GH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.9.2 No Liabili |
| ty for Third Parties. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR THE C | | ty for Third Parties. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR THE C |
| ONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THE PROVIDERS | | ONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THE PROVIDERS |
| OF THE TELEHEALTH SERVICE AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES R | | OF THE TELEHEALTH SERVICE AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES R |
| ESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY REGARDING THE GOODS OR SERVICES PROV | | ESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY REGARDING THE GOODS OR SERVICES PROV |
| IDED BY THIRD PARTIES. | | IDED BY THIRD PARTIES. |
| 10. LIMITATION OF LIABILITY | | 10. LIMITATION OF LIABILITY |
| n | | n | Summary: |
| | | As the law allows, we are not liable for certain types of losses. We also limit |
| | | how much we owe you in total. |
| 10.1 Disclaimer of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TH | | 10.1 Disclaimer of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TH |
| AT WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUN | | AT WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUN |
| ITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR | | ITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR |
| INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESU | | INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESU |
| LTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVIC | | LTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVIC |
| E; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (C) UNAUTHOR | | E; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (C) UNAUTHOR |
| IZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. | | IZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. |
| 10.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LI | | 10.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LI |
| ABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO US BY YOU | | ABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO US BY YOU |
| DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING | | DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING |
| RISE TO SUCH LIABILITY; (b) $100; OR (c) THE STATUTORY DAMAGES PRESCRIBED BY A S | | RISE TO SUCH LIABILITY; (b) $100; OR (c) THE STATUTORY DAMAGES PRESCRIBED BY A S |
| TATUTE UNDER WHICH SUCH CLAIM ARISES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT | | TATUTE UNDER WHICH SUCH CLAIM ARISES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT |
| ATION. | | ATION. |
| 10.3 Severability. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE | | 10.3 Severability. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE |
| INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. | | INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. |
| 10.5 Statute of Limitations. To the fullest extent permitted by law, no claim, d | | 10.5 Statute of Limitations. To the fullest extent permitted by law, no claim, d |
| emand for mediation or arbitration, or cause of action which arose out of an eve | | emand for mediation or arbitration, or cause of action which arose out of an eve |
| nt or events that occurred more than two (2) years prior to the filing of a dema | | nt or events that occurred more than two (2) years prior to the filing of a dema |
| nd for mediation or arbitration or suit alleging a claim or cause of action may | | nd for mediation or arbitration or suit alleging a claim or cause of action may |
| be asserted by you against Noom. | | be asserted by you against Noom. |
| 10.6 “Basis of the Bargain.” The limitations of damages set forth above are fund | | 10.6 “Basis of the Bargain.” The limitations of damages set forth above are fund |
| amental elements of the basis of the bargain between you and us. | | amental elements of the basis of the bargain between you and us. |
| 11. SAFETY AND ENFORCEMENT | | 11. SAFETY AND ENFORCEMENT |
| n | | n | Summary: |
| | | We may share information with authorities or restrict access when needed. This m |
| | | ay happen to protect users, follow our policies, or comply with the law. |
| 11.1 We care about the safety and security of all our Noomers. If we think it’s | | 11.1 We care about the safety and security of all our Noomers. If we think it’s |
| appropriate, we may disclose your identity, your User Content, or other data ass | | appropriate, we may disclose your identity, your User Content, or other data ass |
| ociated with you to third parties, like law enforcement; take legal action; or t | | ociated with you to third parties, like law enforcement; take legal action; or t |
| erminate your access to the Service. For more information on what data we may di | | erminate your access to the Service. For more information on what data we may di |
| sclose and why, please see our Privacy Policy. | | sclose and why, please see our Privacy Policy. |
| 12. TERMINATION | | 12. TERMINATION |
| n | | n | Summary: |
| | | You can stop using Noom at any time by canceling your subscription and deleting |
| | | your account. We can also suspend or end your access at any time. |
| 12.1 Termination by Us. We reserve the right to terminate your access to the Ser | | 12.1 Termination by Us. We reserve the right to terminate your access to the Ser |
| vice for any reason (or no reason). | | vice for any reason (or no reason). |
| 12.2 Termination by You. You can terminate this Agreement by canceling any subsc | | 12.2 Termination by You. You can terminate this Agreement by canceling any subsc |
| riptions, and closing and deleting your account. PLEASE NOTE THAT THE SERVICE WI | | riptions, and closing and deleting your account. PLEASE NOTE THAT THE SERVICE WI |
| LL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCR | | LL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCR |
| IPTION. | | IPTION. |
| 12.3 Survival. The following provisions will survive any termination or expirati | | 12.3 Survival. The following provisions will survive any termination or expirati |
| on of this Agreement or your Subscription: 1.7, 3.2, 4, 5, and 8-15, and any oth | | on of this Agreement or your Subscription: 1.7, 3.2, 4, 5, and 8-15, and any oth |
| er provisions intended to survive termination. | | er provisions intended to survive termination. |
| 13. DISPUTE RESOLUTION | | 13. DISPUTE RESOLUTION |
| n | | n | Summary: |
| | | If a dispute comes up, you agree to try to resolve it informally first. Most dis |
| | | putes will be handled through arbitration—not in court. You also agree not to jo |
| | | in a class action, unless you opt out within the allowed time. |
| 13.1 Resolving Disputes. If you have a problem with us that we can’t resolve, we | | 13.1 Resolving Disputes. If you have a problem with us that we can’t resolve, we |
| and you agree that any dispute, claim, or disagreement arising out of or relati | | and you agree that any dispute, claim, or disagreement arising out of or relati |
| ng to the Services or your relationship with us, including claims that arose bef | | ng to the Services or your relationship with us, including claims that arose bef |
| ore the existence of this or any prior Agreement (including claims related to ad | | ore the existence of this or any prior Agreement (including claims related to ad |
| vertising) or claims that may arise after the termination of this Agreement, wil | | vertising) or claims that may arise after the termination of this Agreement, wil |
| l be resolved by individual arbitration (“Arbitration Agreement”). The exception | | l be resolved by individual arbitration (“Arbitration Agreement”). The exception |
| is that we and you each may bring qualifying individual claims in “small claims | | is that we and you each may bring qualifying individual claims in “small claims |
| ” court, so long as those claims remain in small claims court and are not remove | | ” court, so long as those claims remain in small claims court and are not remove |
| d or appealed to a court of general jurisdiction. All other disputes must be arb | | d or appealed to a court of general jurisdiction. All other disputes must be arb |
| itrated on an individual basis, which means you and we are each waiving our righ | | itrated on an individual basis, which means you and we are each waiving our righ |
| t to sue in court and have a court or jury trial. To the extent there is a dispu | | t to sue in court and have a court or jury trial. To the extent there is a dispu |
| te as to whether claims qualify for small claims court, a court of competent jur | | te as to whether claims qualify for small claims court, a court of competent jur |
| isdiction will decide. | | isdiction will decide. |
| 13.2 Informal Dispute Resolution. You also agree that you will try in good faith | | 13.2 Informal Dispute Resolution. You also agree that you will try in good faith |
| to resolve any dispute informally before filing an arbitration. To start the in | | to resolve any dispute informally before filing an arbitration. To start the in |
| formal dispute process, you must send an individualized written notice (“Notice | | formal dispute process, you must send an individualized written notice (“Notice |
| of Dispute”) to Noom, Inc., Attn: Legal Department, One Palmer Square, Suite 441 | | of Dispute”) to Noom, Inc., Attn: Legal Department, One Palmer Square, Suite 441 |
| , Princeton, NJ 08542 that includes (1) your name, phone number and email addres | | , Princeton, NJ 08542 that includes (1) your name, phone number and email addres |
| s for your account, and (2) a description of the dispute and how you’d like it r | | s for your account, and (2) a description of the dispute and how you’d like it r |
| esolved. If we have a dispute with you, we will send a Notice of Dispute with th | | esolved. If we have a dispute with you, we will send a Notice of Dispute with th |
| e same information to the email address we have on file for your account. Once a | | e same information to the email address we have on file for your account. Once a |
| complete Notice of Dispute has been received, the recipient has 60 days to inve | | complete Notice of Dispute has been received, the recipient has 60 days to inve |
| stigate and try to resolve the claims. If either side requests a settlement conf | | stigate and try to resolve the claims. If either side requests a settlement conf |
| erence during this period, then you and we must cooperate to schedule that meeti | | erence during this period, then you and we must cooperate to schedule that meeti |
| ng by phone or videoconference. You and we each will personally participate and | | ng by phone or videoconference. You and we each will personally participate and |
| can each bring counsel, but the conference must be individualized, even if the s | | can each bring counsel, but the conference must be individualized, even if the s |
| ame firm(s) represent multiple parties. For the claims asserted in the Notice of | | ame firm(s) represent multiple parties. For the claims asserted in the Notice of |
| Dispute, any statute of limitations will be tolled from the date the Notice of | | Dispute, any statute of limitations will be tolled from the date the Notice of |
| Dispute is received until the later of (i) 60 days, or (ii) after a timely reque | | Dispute is received until the later of (i) 60 days, or (ii) after a timely reque |
| sted settlement conference is completed (“Informal Dispute Resolution Period”). | | sted settlement conference is completed (“Informal Dispute Resolution Period”). |
| An arbitration cannot be filed until the Informal Dispute Resolution Period has | | An arbitration cannot be filed until the Informal Dispute Resolution Period has |
| ended, and a court can enjoin the filing or prosecution of an arbitration in bre | | ended, and a court can enjoin the filing or prosecution of an arbitration in bre |
| ach of this section. Nothing in this section precludes you or us from seeking re | | ach of this section. Nothing in this section precludes you or us from seeking re |
| lief for non-compliance with this Informal Dispute Resolution process in arbitra | | lief for non-compliance with this Informal Dispute Resolution process in arbitra |
| tion. | | tion. |
| 13.3 What Arbitration Is. Arbitration is a more informal way to resolve our disa | | 13.3 What Arbitration Is. Arbitration is a more informal way to resolve our disa |
| greements than a lawsuit in court. For instance, arbitration uses a neutral arbi | | greements than a lawsuit in court. For instance, arbitration uses a neutral arbi |
| trator instead of a judge or jury, involves more limited discovery, and is subje | | trator instead of a judge or jury, involves more limited discovery, and is subje |
| ct to very limited review by courts. Although the process is more informal, arbi | | ct to very limited review by courts. Although the process is more informal, arbi |
| trators can award the same individualized damages and relief that a court can aw | | trators can award the same individualized damages and relief that a court can aw |
| ard. You and we agree that the U.S. Federal Arbitration Act and federal arbitrat | | ard. You and we agree that the U.S. Federal Arbitration Act and federal arbitrat |
| ion law govern the interpretation and enforcement of this provision. A court of | | ion law govern the interpretation and enforcement of this provision. A court of |
| competent jurisdiction has exclusive authority to resolve any dispute relating t | | competent jurisdiction has exclusive authority to resolve any dispute relating t |
| o the interpretation, applicability, or enforceability of this binding arbitrati | | o the interpretation, applicability, or enforceability of this binding arbitrati |
| on agreement. This arbitration provision shall survive termination of these Term | | on agreement. This arbitration provision shall survive termination of these Term |
| s and the termination of your Noom account. | | s and the termination of your Noom account. |
| 13.6 Opt Out. If you are a new user of Noom, you can opt out of this Arbitration | | 13.6 Opt Out. If you are a new user of Noom, you can opt out of this Arbitration |
| Agreement within 30 days after you first accept the Terms. If you are an existi | | Agreement within 30 days after you first accept the Terms. If you are an existi |
| ng user of our Services, you can opt out within 30 days after the effective date | | ng user of our Services, you can opt out within 30 days after the effective date |
| of 12/11/23. To opt out, please visit our support center here and include your | | of 12/11/23. To opt out, please visit our support center here and include your |
| name, the email address for your account, and a clear request to opt out of arbi | | name, the email address for your account, and a clear request to opt out of arbi |
| tration. If you opt out, neither we nor you will be required to arbitrate as a r | | tration. If you opt out, neither we nor you will be required to arbitrate as a r |
| esult of this (or any prior version of the) Arbitration Agreement, but the Terms | | esult of this (or any prior version of the) Arbitration Agreement, but the Terms |
| (and any other agreements between us) will otherwise apply to you. If we update | | (and any other agreements between us) will otherwise apply to you. If we update |
| the Terms after you validly opt out, we will continue to respect your opt-out, | | the Terms after you validly opt out, we will continue to respect your opt-out, |
| but such updates do not provide a new opportunity to opt out of arbitration. | | but such updates do not provide a new opportunity to opt out of arbitration. |
| 13.7 Non-Arbitrable Claims. Nothing in these Terms shall affect any non-waivable | | 13.7 Non-Arbitrable Claims. Nothing in these Terms shall affect any non-waivable |
| statutory rights that apply to you. To the extent any dispute regarding us or o | | statutory rights that apply to you. To the extent any dispute regarding us or o |
| ur Service isn’t arbitrable under applicable laws or otherwise, we both agree th | | ur Service isn’t arbitrable under applicable laws or otherwise, we both agree th |
| at the dispute will be resolved exclusively in accordance with the remainder of | | at the dispute will be resolved exclusively in accordance with the remainder of |
| these Terms. If you’re a consumer in the EEA, Section 13 doesn’t apply to you. | | these Terms. If you’re a consumer in the EEA, Section 13 doesn’t apply to you. |
| 14. CLASS ACTION WAIVER; JURY TRIAL WAIVER | | 14. CLASS ACTION WAIVER; JURY TRIAL WAIVER |
| n | | n | Summary: |
| | | You and Noom agree to resolve disputes one-on-one, not as part of a class action |
| | | . You also give up the right to a jury trial, where the law allows. |
| You and we each agree that any proceeding, whether in arbitration or in court, w | | You and we each agree that any proceeding, whether in arbitration or in court, w |
| ill be conducted only on an individual basis and not in a class, collective, con | | ill be conducted only on an individual basis and not in a class, collective, con |
| solidated, private attorney general, or representative action. You and we agree | | solidated, private attorney general, or representative action. You and we agree |
| to waive any right to bring or to participate in such an action in arbitration o | | to waive any right to bring or to participate in such an action in arbitration o |
| r in court to the fullest extent allowable by applicable law. Notwithstanding th | | r in court to the fullest extent allowable by applicable law. Notwithstanding th |
| e foregoing, the parties retain the right to participate in a class-wide settlem | | e foregoing, the parties retain the right to participate in a class-wide settlem |
| ent. To the fullest extent permitted by law, you and we waive any right to a jur | | ent. To the fullest extent permitted by law, you and we waive any right to a jur |
| y trial. | | y trial. |
| 15. THIRD PARTIES | | 15. THIRD PARTIES |
| n | | n | Summary: |
| | | Some parts of Noom use third-party services (like payment processors or app stor |
| | | es). Your interactions with those services are governed by their own terms, and |
| | | we are not responsible for them. |
| 15.1 Third-Party Payment Service Provider. We use a few different third-party se | | 15.1 Third-Party Payment Service Provider. We use a few different third-party se |
| rvice providers to process payment for the Service (e.g., card acceptance, merch | | rvice providers to process payment for the Service (e.g., card acceptance, merch |
| ant settlement, and related Service) (“Third-Party Payment Service Providers”). | | ant settlement, and related Service) (“Third-Party Payment Service Providers”). |
| By using the Service, you authorize us to share the information and payment inst | | By using the Service, you authorize us to share the information and payment inst |
| ructions you provide with our Third-Party Payment Service Providers to the exten | | ructions you provide with our Third-Party Payment Service Providers to the exten |
| t necessary to complete your transactions. | | t necessary to complete your transactions. |
| 15.2 Third-Party Providers. Certain products and features of the Service are pro | | 15.2 Third-Party Providers. Certain products and features of the Service are pro |
| vided by third parties (“Third-Party Providers”), like the Telehealth Service. I | | vided by third parties (“Third-Party Providers”), like the Telehealth Service. I |
| n order to use these products and features, you may be required to enter into ad | | n order to use these products and features, you may be required to enter into ad |
| ditional terms and conditions with our Third-Party Providers. This Agreement app | | ditional terms and conditions with our Third-Party Providers. This Agreement app |
| lies only to the Service, so any interactions between you and a Third-Party Prov | | lies only to the Service, so any interactions between you and a Third-Party Prov |
| ider is solely between you and them. Make sure to review their policies before t | | ider is solely between you and them. Make sure to review their policies before t |
| aking advantage of those products and features. | | aking advantage of those products and features. |
| 15.3 App Stores. With respect to any Noom application accessed through or downlo | | 15.3 App Stores. With respect to any Noom application accessed through or downlo |
| aded from the Apple App Store (an “App Store Sourced Application”), you shall on | | aded from the Apple App Store (an “App Store Sourced Application”), you shall on |
| ly use the App Store Sourced Application (i) on an Apple-branded product that ru | | ly use the App Store Sourced Application (i) on an Apple-branded product that ru |
| ns the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “ | | ns the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “ |
| Usage Rules” set forth in the Apple Media Terms of Service, except that such App | | Usage Rules” set forth in the Apple Media Terms of Service, except that such App |
| Store Sourced Application may be accessed, acquired, and used by other accounts | | Store Sourced Application may be accessed, acquired, and used by other accounts |
| associated with the purchaser via Apple’s Family Sharing function, volume purch | | associated with the purchaser via Apple’s Family Sharing function, volume purch |
| asing, or Legacy Contacts function. With respect to any application accessed thr | | asing, or Legacy Contacts function. With respect to any application accessed thr |
| ough or downloaded from the Google Play store (a “Google Play Sourced Applicatio | | ough or downloaded from the Google Play store (a “Google Play Sourced Applicatio |
| n”), you may have additional license rights with respect to use of the applicati | | n”), you may have additional license rights with respect to use of the applicati |
| on on a shared basis within your designated family group. Additionally, the foll | | on on a shared basis within your designated family group. Additionally, the foll |
| owing applies to any App Store Sourced Application accessed through or downloade | | owing applies to any App Store Sourced Application accessed through or downloade |
| d from the Apple App Store: | | d from the Apple App Store: |
| We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third | | We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third |
| -party beneficiaries of this Agreement as related to your license of the App Sto | | -party beneficiaries of this Agreement as related to your license of the App Sto |
| re Sourced Application, and that, upon your acceptance of the terms and conditio | | re Sourced Application, and that, upon your acceptance of the terms and conditio |
| ns of this Agreement, Apple will have the right (and will be deemed to have acce | | ns of this Agreement, Apple will have the right (and will be deemed to have acce |
| pted the right) to enforce this Agreement as related to your license of the App | | pted the right) to enforce this Agreement as related to your license of the App |
| Store Sourced Application against you as a third-party beneficiary thereof. | | Store Sourced Application against you as a third-party beneficiary thereof. |
| Without limiting any other terms of this Agreement, you must comply with all app | | Without limiting any other terms of this Agreement, you must comply with all app |
| licable third-party terms of agreement when using the App Store Sourced Applicat | | licable third-party terms of agreement when using the App Store Sourced Applicat |
| ion. | | ion. |
| 16. ADDITIONAL TERMS FOR NOOM MED USERS | | 16. ADDITIONAL TERMS FOR NOOM MED USERS |
| n | | n | Summary: |
| | | If you use Noom Med, your care comes from outside clinical partners—not Noom. Yo |
| | | u are responsible for costs, giving accurate health information, and knowing how |
| | | billing and prescriptions work. Eligibility and pricing depend on the specific |
| | | program. |
| 16.1 No Patient-Clinician Relationship. Through our platform, we allow you to ac | | 16.1 No Patient-Clinician Relationship. Through our platform, we allow you to ac |
| cess certain medical providers, lab providers and pharmacy partners. We only pro | | cess certain medical providers, lab providers and pharmacy partners. We only pro |
| vide access to such clinical partners, and we do not control the practice of med | | vide access to such clinical partners, and we do not control the practice of med |
| icine or pharmacy services of any clinical partners on the Noom Med platform. By | | icine or pharmacy services of any clinical partners on the Noom Med platform. By |
| accepting these Terms, you acknowledge that Noom is not a healthcare provider, | | accepting these Terms, you acknowledge that Noom is not a healthcare provider, |
| and has not entered into a patient-clinician relationship with you. While you ma | | and has not entered into a patient-clinician relationship with you. While you ma |
| y gain access to these clinical providers through our platform, any medical or p | | y gain access to these clinical providers through our platform, any medical or p |
| harmacy decisions, advice or services are solely provided by those independent c | | harmacy decisions, advice or services are solely provided by those independent c |
| linical partners and not Noom. While we may facilitate communications with these | | linical partners and not Noom. While we may facilitate communications with these |
| clinical partners through our platform, it is solely your responsibility and th | | clinical partners through our platform, it is solely your responsibility and th |
| e responsibility of the independent clinical partners to monitor and respond to | | e responsibility of the independent clinical partners to monitor and respond to |
| those communications. | | those communications. |
| 16.2 Federal and State Payors. Noom is not enrolled as a participating provider | | 16.2 Federal and State Payors. Noom is not enrolled as a participating provider |
| or vendor with any federal or state healthcare programs including, but not limit | | or vendor with any federal or state healthcare programs including, but not limit |
| ed to, Medicare or Medicaid. By accepting these Terms you acknowledge that all h | | ed to, Medicare or Medicaid. By accepting these Terms you acknowledge that all h |
| ealthcare services provided through our platform, including medical, laboratory | | ealthcare services provided through our platform, including medical, laboratory |
| and prescription medications, as applicable, are only available on a cash-pay ba | | and prescription medications, as applicable, are only available on a cash-pay ba |
| sis, and you will be solely responsible for the costs of any services provided t | | sis, and you will be solely responsible for the costs of any services provided t |
| o you through Noom Med. By agreeing to these Terms you acknowledge and affirm th | | o you through Noom Med. By agreeing to these Terms you acknowledge and affirm th |
| at you have chosen to receive these services on a cash-pay basis and that neithe | | at you have chosen to receive these services on a cash-pay basis and that neithe |
| r you, Noom or any of Noom’s clinical partners will submit claims for reimbursem | | r you, Noom or any of Noom’s clinical partners will submit claims for reimbursem |
| ent with any Federal or State payor programs. | | ent with any Federal or State payor programs. |
| 16.3 Noom Med for Employers or Health Plan Customers. If you receive access to N | | 16.3 Noom Med for Employers or Health Plan Customers. If you receive access to N |
| oom Med through your employer or private health plan, depending on the program s | | oom Med through your employer or private health plan, depending on the program s |
| tructure Noom’s clinical partners may be required to file healthcare claims with | | tructure Noom’s clinical partners may be required to file healthcare claims with |
| your health plan for any clinical services provided. These clinical services ma | | your health plan for any clinical services provided. These clinical services ma |
| y also be subject to insurance co-pays and deductibles depending on your employe | | y also be subject to insurance co-pays and deductibles depending on your employe |
| r’s or health plan’s structure and documents. You agree and understand that you | | r’s or health plan’s structure and documents. You agree and understand that you |
| will be responsible to pay clinical providers, or Noom as the provider’s collect | | will be responsible to pay clinical providers, or Noom as the provider’s collect |
| ion agent, any applicable co-pays and deductible amounts required by your health | | ion agent, any applicable co-pays and deductible amounts required by your health |
| plan documents.Subject to the terms of any written agreement between Noom and/o | | plan documents.Subject to the terms of any written agreement between Noom and/o |
| r Your Big Picture Healthcare and your health insurance plan, if you provide inf | | r Your Big Picture Healthcare and your health insurance plan, if you provide inf |
| ormation about your health insurance to us, that will be deemed your authorizati | | ormation about your health insurance to us, that will be deemed your authorizati |
| on for us to submit claims and bill for services on your behalf and share necess | | on for us to submit claims and bill for services on your behalf and share necess |
| ary information with the health plan to process any payments and reimbursements. | | ary information with the health plan to process any payments and reimbursements. |
| You also hereby authorize and direct your health insurance plan to issue paymen | | You also hereby authorize and direct your health insurance plan to issue paymen |
| t directly to Noom or Your Big Picture Healthcare and/or one of their affiliates | | t directly to Noom or Your Big Picture Healthcare and/or one of their affiliates |
| or partners for medical and other services rendered to you.Subject to the terms | | or partners for medical and other services rendered to you.Subject to the terms |
| of any written agreement between Noom and/or Your Big Picture Healthcare and yo | | of any written agreement between Noom and/or Your Big Picture Healthcare and yo |
| ur health insurance plan, if you provide information about your health insurance | | ur health insurance plan, if you provide information about your health insurance |
| to us, that will be deemed your authorization for us to submit claims and bill | | to us, that will be deemed your authorization for us to submit claims and bill |
| for services on your behalf and share necessary information with the health plan | | for services on your behalf and share necessary information with the health plan |
| to process any payments and reimbursements. You also hereby authorize and direc | | to process any payments and reimbursements. You also hereby authorize and direc |
| t your health insurance plan to issue payment directly to Noom or Your Big Pictu | | t your health insurance plan to issue payment directly to Noom or Your Big Pictu |
| re Healthcare and/or one of their affiliates or partners for medical and other s | | re Healthcare and/or one of their affiliates or partners for medical and other s |
| ervices rendered to you. | | ervices rendered to you. |
| 16.6 Your Obligations. By accepting these Terms, you agree to provide full and a | | 16.6 Your Obligations. By accepting these Terms, you agree to provide full and a |
| ccurate information at all times to Noom and Noom clinical partners accessed thr | | ccurate information at all times to Noom and Noom clinical partners accessed thr |
| ough the platform. We reserve the right to cancel your Noom Med subscription, in | | ough the platform. We reserve the right to cancel your Noom Med subscription, in |
| cluding restricting access to our clinical partners and any refill prescriptions | | cluding restricting access to our clinical partners and any refill prescriptions |
| that might be written by clinical partners if we determine that you have provid | | that might be written by clinical partners if we determine that you have provid |
| ed untruthful information about (i) your age, (ii) your place of residence, (iii | | ed untruthful information about (i) your age, (ii) your place of residence, (iii |
| ) your medical history and current condition including weight and body measureme | | ) your medical history and current condition including weight and body measureme |
| nts and (iv) any other information considered important for the rendering of med | | nts and (iv) any other information considered important for the rendering of med |
| ical advice by our independent clinical partners. | | ical advice by our independent clinical partners. |
| 16.7 Noom Taper Off. We provide the following guarantee to certain Noom Med cust | | 16.7 Noom Taper Off. We provide the following guarantee to certain Noom Med cust |
| omers who have enrolled in a Noom program that includes the use of weight loss m | | omers who have enrolled in a Noom program that includes the use of weight loss m |
| edications. If you have (i) subscribed to a Noom Med plan that includes weight l | | edications. If you have (i) subscribed to a Noom Med plan that includes weight l |
| oss medication for at least twelve (12) months and tapered off of that medicatio | | oss medication for at least twelve (12) months and tapered off of that medicatio |
| n and (ii) over the course of the subscription engaged with Noom’s program by ea | | n and (ii) over the course of the subscription engaged with Noom’s program by ea |
| rning an average of ten (10) NoomCoins per month, then you will be eligible for | | rning an average of ten (10) NoomCoins per month, then you will be eligible for |
| the Noom Taper Off Guarantee. If you have been unable to maintain a healthy weig | | the Noom Taper Off Guarantee. If you have been unable to maintain a healthy weig |
| ht, you may claim the guarantee within eighteen (18) months of completing the No | | ht, you may claim the guarantee within eighteen (18) months of completing the No |
| om Med program. The guarantee will provide you with a free twelve (12) month sub | | om Med program. The guarantee will provide you with a free twelve (12) month sub |
| scription to Noom’s Health Weight program that does not include access to clinic | | scription to Noom’s Health Weight program that does not include access to clinic |
| ians or medications. If you would prefer a subscription to a Noom Med program th | | ians or medications. If you would prefer a subscription to a Noom Med program th |
| at includes clinicians and medically appropriate medications, you will receive a | | at includes clinicians and medically appropriate medications, you will receive a |
| n equal-value credit based on the then current Noom Healthy Weight 12 month subs | | n equal-value credit based on the then current Noom Healthy Weight 12 month subs |
| cription rate towards any Noom Med plan of your choice. | | cription rate towards any Noom Med plan of your choice. |
| 17. GENERAL PROVISIONS | | 17. GENERAL PROVISIONS |
| n | | n | Summary: |
| | | These Terms are the agreement between you and Noom. They follow applicable law, |
| | | and some parts will still apply even after your account is closed. |
| 17.1 Effective Date. These Terms go into effect on the date published below and | | 17.1 Effective Date. These Terms go into effect on the date published below and |
| remain in full force while you use the Service, unless the Agreement terminated. | | remain in full force while you use the Service, unless the Agreement terminated. |
| 17.2 Force Majeure. We are not liable for any delay or failure to perform result | | 17.2 Force Majeure. We are not liable for any delay or failure to perform result |
| ing from causes outside its reasonable control. | | ing from causes outside its reasonable control. |
| 17.3 Assignment. These Terms, and any rights and licenses granted under them, ma | | 17.3 Assignment. These Terms, and any rights and licenses granted under them, ma |
| y not be transferred or assigned by you, but may be assigned by us without restr | | y not be transferred or assigned by you, but may be assigned by us without restr |
| iction. In those cases, if we assign the Agreement, you are entitled to terminat | | iction. In those cases, if we assign the Agreement, you are entitled to terminat |
| e the Agreement with immediate effect by deactivating your account. We will prov | | e the Agreement with immediate effect by deactivating your account. We will prov |
| ide you with reasonable notice of any such assignment. | | ide you with reasonable notice of any such assignment. |