TERMS OF SERVICE

Section 1: Basic Terms

WINONA, INC. IS NOT A HEALTHCARE PROVIDER. Winona acts as a technology platform to connect registered users of the Services with Physicians and pharmacies for medical consultations and dispensing of medications prescribed by the Physicians. Winona is not a health care provider or pharmacy and does not offer or provide any medical advice, treatment recommendations, or pharmacy services. You acknowledge that you are not entering into a physician-patient relationship with Winona, and that Winona is not liable for any advice, medical care, or treatment you receive by the Physicians or pharmacies affiliated with Winona ("Pharmacies") or for any consequences, injury or harm that may result therefrom.

Physicians employed or under contract with Winona's affiliated physician practice(s) (the "Medical Practice") provide specific medical consultations through the Services. Winona does not own the Medical Practice, nor does Winona control the practice of medicine by the Medical Practice or its Physicians. The content of the Services and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Winona.

You are responsible for verifying that any information you provide to Winona or a treating Physician is accurate and complete. Winona will not be liable for any damages or losses that occur as a result of untruthful, inaccurate or otherwise incomplete information. The Services are not a substitute for in-person treatment or advice of your primary care physician or other health care providers. The Services facilitate medical consultations limited to diagnosis and treatment of certain women's health issues, and not for any other medical or health issue. If you are not feeling well, contact your primary care physician.

Prescription Fulfillment Services. Certain products available through the Services require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the providers, the provider has determined the prescription product is appropriate for you, and the provider has written a prescription.

Certain prescriptions can be filled through one of the Pharmacies by using the Services, or you may request that your prescription be sent to the pharmacy of your choice by notifying you're the Physician providing services to you. Some of the prescriptions available through the Services are available may only be filled by a compounding pharmacy and your preferred pharmacy may not be able to fill your prescription. If you fill a prescription with a pharmacy other than the Pharmacies, the Physician will send the prescription to your selected pharmacy, but you will be responsible for picking up or otherwise obtaining the prescription product and paying the pharmacy directly for the cost of the prescription product, and your Subscription Fee (defined below) will not include the cost of medication and pharmacy fulfillment. Choosing a pharmacy other than the Pharmacies is at your own risk, and Winona will not be liable to you in any way, either directly or indirectly for any claim, errors, damage, loss, or incorrect content caused by or in connection with your election to fill a prescription with such a pharmacy. If you later transfer your prescription from a local pharmacy to the Pharmacies, the cost of medication and pharmacy fulfillment will be added to your Subscription Fee at the beginning of the next billing cycle. You authorize us to send and disclose all information provided by you, healthcare records, and other applicable health care information and personal information (such as your name, location and demographic information) to the applicable Pharmacy or the pharmacy of your choice so that you may receive pharmacy services.

Some of the products available on the Services might not require a prescription, in which case, you may purchase the products following your Registration without a medical consultation.

Section 2: Eligibility to Use the Services

The Services currently are available only in the states listed here. You must be located in one of these in order to receive services from Physicians and Pharmacies through the Services.

You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Winona and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. The Services are not available to individuals under the age of eighteen (18). You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

The form and nature of the Services are always evolving, and may change from time to time without prior notice to you. In addition, Winona may decide to temporarily or permanently stop providing the Services, or any features within the Services, to you or to users generally, and may not be able to provide you with prior notice when doing so. Winona retains the right to create limits on use of the Services, and/or storage your information related to the Services, at our sole discretion at any time and without prior notice to you.

The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change at any time and without prior notice to you. In consideration for Winona granting you access to and use of the Services, you agree that Winona, its partners, and any third party providers may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.

Section 3: Registering for an Account

You must create a user account in order to use the Services. You may create such an account by registering through the Services and providing us with accurate and complete information as requested, including but not limited to completing an adaptive interview that asks about your health and medical conditions and symptoms. You must update your information, as needed, in order to keep it accurate and complete.

Upon creating your account, you may utilize the Services to consult with a Physician and, if medically indicated, to place your order for products recommended by the Physician. Some of the products available for purchase on the Services require a prescription, while others do not. We cannot accept returns of pharmaceutical products.

Winona does not endorse any specific medications, pharmacies, or physicians.

Section 4: Password and Account Security

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Winona cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Section 5: Subscription Fees and Payment Terms

The Services may include subscription-based services ("Subscription Services") for which you will be charged a recurring subscription fee ("Subscription Fee"). The Subscription Fee will be charged to the payment method you provide when you register for the Subscription Services. The Subscription Fee will be charged on a recurring basis as set forth in the subscription plan you select. You agree to pay all fees and charges associated with your use of the Services, including but not limited to Subscription Fees, prescription fees, and any applicable taxes.

You may cancel your subscription at any time by contacting us at hello@bywinona.com. If you cancel your subscription, you will continue to have access to the Services until the end of your current billing period. After that, your access will be terminated.

Winona reserves the right to change the Subscription Fee at any time. If we change the Subscription Fee, we will provide you with notice of the change at least 30 days before the change takes effect. If you do not agree to the new Subscription Fee, you may cancel your subscription before the change takes effect.

Section 6: Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation
• Infringe upon the rights of others
• Transmit any harmful, offensive, or inappropriate content
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to the Services or any related systems or networks
• Use the Services for any commercial purpose without our express written consent
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity

Section 7: Intellectual Property

The Services and all content, features, and functionality thereof are owned by Winona, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials
• You may store files that are automatically cached by your Web browser for display enhancement purposes
• You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution

Section 8: Termination

You may terminate your account at any time by contacting us at hello@bywinona.com. We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services.

Section 9: Privacy

Your use of the Services is also governed by our Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, to understand our practices.

Section 10: Disclaimers and Limitations

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WINONA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Winona, its affiliates, and their respective officers, directors, employees, agents, suppliers, or licensors (collectively, the "Winona Entities") disclaim all responsibility and liability for: (i) any actions of Winona users, including without limitation, any advice, recommendations, treatment plans or other information provided by the affiliated Physicians and Pharmacies; (ii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information provided on the Services; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (iv) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (v) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vi) any advice or information you receive through the Services; and (vii) any injuries or harm you or a third party incurs as a result of information or advice received through the Services. No advice or information, whether oral or written, obtained from the Winona Entities or through the Services, will create any warranty not expressly made herein.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Some of Winona's shareholders, directors, officers, contractors, or employees may have a financial interest in the Medical Practice, the Pharmacies, or any other third party supplier of goods or services, and may profit from your use of such entities and/or the sale of such goods and services to you. Dr. Michael Green, President of the Medical Practice, is Winona's Chief Medical Officer and receives compensation from Winona, including but not limited to an equity interest in Winona, for the performance of his non-clinical services to Winona.

Links

The Services may contain links to third party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by Winona or the Winona Entities regarding such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WINONA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, AND THE PHARMACIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, USE, GOOD-WILL, PROFITS, SERVICE INTERRUPTION, COMPUTER OR MOBILE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WINONA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE WINONA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, OR THE PHARMACIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID WINONA, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE WINONA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, OR THE PHARMACIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES SUCH AS THOSE CONTAINED IN THIS SECTION. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.

IF YOU ARE RESIDENT OF A U.S. STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN THIS SECTION SPECIFICALLY DO APPLY TO YOU.

Indemnification

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless Winona and the Winona Entities, from and against any and all liabilities, expenses, damages, and costs, including, but not limited to, reasonable attorneys' fees and costs, related to all third party claims, charges and investigations related to: (i) any information, advice, treatment recommendations, or other content you transmit via the Services; (ii) your failure to comply with the Terms, including without limitation, your obligations and representations provided in Section 1; (iii) your interactions with any other Winona user; (iv) your use or disclosure of information, including without limitation, personal information or medical information you learned about on or through the Services; and (v) any activity in which you engage on or through the Services.

Section 11: Warranty Disclaimers and Liability Limitations

This section is incorporated by reference from Section 10 above. Please refer to Section 10 for complete details regarding warranty disclaimers and liability limitations.

Section 12: Dispute Resolution and Arbitration Agreement

We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Winona.

Informal Dispute Resolution

Before filing a claim against Winona, you agree to try to resolve the dispute informally by contacting hello@bywinona.com. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below.

AGREEMENT TO ARBITRATE

You agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that you and we each retain the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration ("Arbitration Opt-out Notice") by email at hello@bywinona.com within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don't provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in New York, New York. All other claims will be arbitrated.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution and Arbitration Agreement" section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.