NovaLife Nutriments LLC

A NovaLife Ventures Company

Terms of Service

Last Updated: June 2025

OVERVIEW

Welcome to NovaLife Nutriments. The terms "we," "us," and "our" refer to NovaLife Nutriments LLC, a NovaLife Ventures company. NovaLife Nutriments operates this website and all associated platforms, portals, content, features, tools, products, and services (collectively, the "Services") to facilitate commercial transactions and provide institutional-grade ingredient supply solutions to businesses across the consumer packaged goods industry. The Services are powered by Shopify.

These terms and conditions, together with any policies referenced herein (these "Terms of Service" or "Terms"), describe your rights and responsibilities when you access or use the Services.

Please read these Terms carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers, limitations of liability, and commercial terms governing the purchase and use of our products.

By visiting, interacting with, or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you should not use or access the Services. If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

SECTION 1: ACCESS, ELIGIBILITY, AND ACCOUNT

By using the Services, you represent that you are at least the age of majority in your state or province of residence and that you have all necessary authority to enter into and be bound by these Terms, including on behalf of any organization you represent.

To use certain features of the Services, including placing an order, requesting a quote, or accessing account portals, you may be required to provide certain information such as your name, title, company name, email address, billing information, payment details, and shipping information. You represent and warrant that all information you provide is correct, current, and complete, and that you have all rights necessary to provide this information.

You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account. You may not transfer, sell, assign, or license your account to any other person or entity without our prior written consent.

We may refuse service, terminate accounts, restrict access, or cancel orders at our discretion to the fullest extent permitted by applicable law.

SECTION 2: OUR PRODUCTS

NovaLife Nutriments supplies ingredients, raw materials, and related products for use in consumer packaged goods, dietary supplements, food and beverage, and other commercial applications. We make reasonable efforts to display our products and provide accurate descriptions, specifications, and documentation. However, product appearance, packaging, and specifications may vary due to factors including batch variation, raw material sourcing, and manufacturing processes.

We do not warrant that the appearance, composition, or quality of any product will be identical to sample materials, prior batches, or product descriptions displayed through the Services, except to the extent expressly stated in applicable product specifications or Certificates of Analysis (COA).

All product descriptions, specifications, and pricing are subject to change at any time without notice at our sole discretion. We reserve the right to discontinue any product at any time and may impose minimum order quantities, volume limitations, or other conditions on the availability of products.

SECTION 3: ORDERS, ORDER ACCEPTANCE, AND CANCELLATIONS

When you place an order through the Services, you are making an offer to purchase. We reserve the right to accept, decline, limit, or cancel your order for any reason at our discretion, to the fullest extent permitted by applicable law.

Your order is not accepted until we confirm acceptance. We must receive and process your payment, or establish mutually agreed credit or payment terms, before an order is accepted.

Please review your order carefully before submitting. We may be unable to accommodate cancellation or modification requests after an order has been accepted, including after fulfillment, production, or shipping has begun. For recurring supply arrangements, please refer to Section 6 (Recurring Supply Arrangements) for applicable terms.

In the event we cancel or make changes to an order, we will make commercially reasonable efforts to notify you using the contact information associated with your account.

Purchases made through the Services are intended for lawful commercial use in connection with your business operations. Resale, redistribution, or export of products is permitted only in accordance with applicable law and any restrictions communicated by NovaLife Nutriments.

SECTION 4: LEAD TIMES, BACKORDERS, AND DELAYED FULFILLMENT

Certain products may be subject to extended lead times, backorder status, or delayed fulfillment due to production schedules, raw material availability, or other supply chain factors. Such items will be identified where practicable at the time of order.

By purchasing such items, you acknowledge and agree that:

• Payment may be collected at the time the order is placed unless otherwise agreed in writing.

• Any shipping, fulfillment, production, or availability dates are estimates only and are not guaranteed.

• Delays may occur due to manufacturing schedules, raw material sourcing, logistics, carrier constraints, regulatory requirements, or other factors outside our reasonable control.

• We may ship orders in one or more shipments at our discretion, including consolidating or splitting shipments based on product availability.

Orders for delayed-fulfillment items may be eligible for cancellation prior to shipment, unless otherwise stated at the time of order. In certain circumstances, an order may not be eligible for cancellation once production, blending, packaging, or fulfillment preparation has begun. Shipping delays do not automatically entitle buyers to a refund or cancellation.

Where permitted by law, return windows for delayed-fulfillment items are measured from the date of delivery, not the date the order was placed.

SECTION 5: PRICES, TAXES, AND BILLING

Prices, discounts, volume pricing, and promotional offers are subject to change without notice. The price charged will be the price in effect at the time the order is placed and confirmed, as reflected in your order confirmation or applicable quote.

Unless otherwise stated, posted prices do not include taxes, shipping, freight, handling, customs, import duties, or other regulatory charges. You are responsible for all applicable taxes, duties, and fees associated with your order.

You agree to provide current, complete, and accurate purchase, billing, and account information and to promptly update your information as needed to complete transactions and facilitate ongoing communication.

SECTION 6: RECURRING SUPPLY ARRANGEMENTS

Certain products may be available on a recurring supply basis. By entering into a recurring supply arrangement, you expressly acknowledge and agree to the following:

• Recurring Charges. You authorize NovaLife Nutriments to charge your designated payment method on a recurring basis at the supply interval established at the time of order (e.g., monthly, quarterly) until the arrangement is canceled or modified. The amount charged will be the then-current price of the product(s) plus applicable taxes, shipping, and fees.

• Automatic Renewal. Your recurring supply arrangement will automatically renew at the end of each billing cycle unless you cancel or modify the arrangement before the next billing date. Renewal orders are processed automatically and may not be canceled, modified, or refunded once placed.

• Management and Modifications. You may adjust quantities, modify delivery schedules, or cancel your recurring supply arrangement at any time by contacting us at support@novalifeventures.com or through your account portal. Changes must be communicated before the next scheduled billing date to take effect for the upcoming cycle. Once a recurring order has been charged, that order is considered a final sale.

• Buyer Responsibility. It is your sole responsibility to manage your recurring supply arrangement, including canceling before the next renewal if you no longer wish to receive shipments. NovaLife Nutriments does not cancel recurring arrangements retroactively and is not responsible for charges incurred on orders that have already been processed.

• No Refunds on Renewal Orders. Once a recurring supply renewal order has been placed, it is considered a final sale. Refunds are not available on renewal orders. For details on returns and refunds applicable to initial orders, please refer to our Refund Policy.

• Price Changes. We reserve the right to change pricing for recurring supply arrangements at any time. If the price of your recurring order changes, we will notify you in advance using the contact information associated with your account. Your continued participation in the arrangement after the price change takes effect constitutes your acceptance of the new price.

By entering into a recurring supply arrangement, you acknowledge that you have read and agree to these terms and understand that your arrangement will continue and your payment method will be charged until you cancel.

SECTION 7: SHIPPING, DELIVERY, AND RISK OF LOSS

Our Shipping Policy forms part of these Terms.

All delivery and transit times are estimates only and are not guaranteed. We are not responsible for delays caused by shipping carriers, freight providers, customs processing, weather, or events outside our reasonable control.

Once products are transferred to the carrier, title and risk of loss pass to you to the fullest extent permitted by applicable law. You are responsible for providing an accurate and complete shipping address. If a shipment is returned due to an incorrect or incomplete address provided at the time of order, additional shipping and restocking charges may apply.

For orders shipped via freight or LTL carriers, you are responsible for inspecting shipments at the time of delivery and noting any visible damage on the carrier's delivery receipt. Failure to note damage at the time of delivery may affect your ability to file a claim.

SECTION 8: RETURNS, REFUNDS, AND CREDITS

Our Refund Policy forms part of these Terms and governs returns, refunds, and credits.

Returns must be initiated and handled in accordance with our Refund Policy. Unauthorized returns may be refused.

Recurring supply renewal orders are considered final sales once placed and are not eligible for refund, return, or cancellation except as expressly provided in our Refund Policy.

Due to the nature of our products, including perishable ingredients, custom formulations, and items manufactured to buyer specifications, certain products may not be eligible for return. Specific return eligibility is outlined in our Refund Policy.

SECTION 9: PRODUCT USE, REGULATORY COMPLIANCE, AND DISCLAIMER

NovaLife Nutriments supplies ingredients and raw materials intended for use in commercial manufacturing, formulation, and production. Products sold through the Services are intended for further processing, incorporation into finished goods, or other lawful commercial applications by qualified professionals.

All product information, specifications, Certificates of Analysis (COA), suggested applications, and technical documentation provided through the Services or otherwise communicated by NovaLife Nutriments are for general informational and reference purposes only and do not constitute professional, regulatory, legal, or medical advice.

NovaLife Nutriments manufactures and supplies products in accordance with applicable current Good Manufacturing Practice (cGMP) standards and relevant FDA regulations governing the production and distribution of dietary ingredients and food-grade raw materials. However, it is the sole responsibility of the buyer to:

• Ensure that all products are used in compliance with applicable federal, state, and local laws, regulations, and industry standards, including but not limited to FDA requirements for dietary supplements, food safety, and labeling.

• Conduct independent testing, verification, and quality assurance appropriate to the buyer's intended application prior to incorporating any product into finished goods.

• Ensure that all finished product claims, labels, marketing materials, and regulatory filings comply with applicable law.

NovaLife Nutriments makes no representations or warranties regarding the suitability of any product for a particular end use, formulation, or application. We expressly disclaim responsibility for any claims made by buyers or downstream users regarding finished products that incorporate our ingredients.

SECTION 10: QUALITY ASSURANCE AND DOCUMENTATION

NovaLife Nutriments is committed to maintaining the highest standards of quality, consistency, and regulatory compliance across our product portfolio.

We maintain quality management systems aligned with current Good Manufacturing Practice (cGMP) requirements and applicable FDA regulations. Certificates of Analysis (COA), specifications sheets, allergen statements, and other quality documentation are available upon request for applicable products.

All quality documentation is provided for informational and reference purposes and reflects testing performed at the time of manufacture or release. Buyers are responsible for conducting any additional testing or verification required for their specific application, regulatory requirements, or quality standards.

NovaLife Nutriments reserves the right to update specifications, testing methodologies, and documentation standards at any time in accordance with evolving regulatory requirements and industry best practices.

SECTION 11: CONFIDENTIALITY AND PROPRIETARY INFORMATION

In the course of our business relationship, either party may disclose or receive confidential or proprietary information, including but not limited to pricing, formulations, product specifications, business strategies, customer information, and supply chain details ("Confidential Information").

Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) use Confidential Information solely for the purposes of the business relationship between the parties.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, or legal process, provided that the receiving party gives the disclosing party prompt notice of such requirement where legally permitted.

SECTION 12: INTELLECTUAL PROPERTY

The Services, including but not limited to trademarks, trade names, logos, text, displays, images, graphics, product documentation, video, audio, and the design, selection, and arrangement thereof, are owned by NovaLife Nutriments LLC, NovaLife Ventures, their affiliates, or their respective licensors and are protected by U.S. and international intellectual property laws.

These Terms permit you to use the Services for your internal business purposes only. Except as expressly provided herein, nothing in these Terms grants you any license, right, title, or interest in our intellectual property.

SECTION 13: FEEDBACK AND USER CONTENT

If you submit, upload, post, email, or otherwise transmit any ideas, suggestions, feedback, reviews, technical input, or other content ("Feedback"), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute, and display such Feedback in any medium for any purpose, including commercial use.

You represent and warrant that you own or have all necessary rights to submit Feedback and that your Feedback will comply with these Terms, applicable law, and any confidentiality obligations between the parties.

We may, but have no obligation to, monitor, edit, or remove Feedback at our discretion.

SECTION 14: OPTIONAL TOOLS AND THIRD-PARTY LINKS

We may provide access to tools, integrations, or links offered by third parties. We do not control and are not responsible for third-party tools, websites, platforms, or services. Your use of third-party tools and websites is at your own risk and subject to their respective terms and policies.

SECTION 15: PROHIBITED USES

You may access and use the Services for lawful purposes only. You agree not to misuse the Services, including to violate any applicable law or regulation, infringe intellectual property rights, harass or harm others, transmit malicious code, scrape or extract data from the Services, interfere with security features or system integrity, or engage in fraudulent or deceptive conduct.

We reserve the right to suspend, restrict, or terminate access to the Services if we determine, in our sole discretion, that a violation has occurred.

SECTION 16: PRIVACY

All personal information collected through the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Because the Services are hosted by Shopify, Shopify may collect and process personal information in order to provide and improve Shopify's platform and services.

For questions regarding our privacy practices or to exercise your data rights, please contact us at compliance@novalifeventures.com.

SECTION 17: DISCLAIMER OF WARRANTIES

The Services and all products offered through the Services are provided "as is" and "as available" to the fullest extent permitted by applicable law, without any representation, warranties, or conditions of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, durability, title, and non-infringement.

We do not guarantee that your use of the Services will be uninterrupted, timely, secure, or error-free, or that the information, content, or materials available through the Services will be accurate, complete, or current.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

SECTION 18: LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall NovaLife Nutriments LLC, NovaLife Ventures, or their respective directors, officers, employees, affiliates, agents, contractors, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including but not limited to lost profits, lost revenue, lost savings, loss of data, replacement costs, business interruption, or similar damages, arising from your use of the Services or any products procured through the Services, whether based in contract, tort, strict liability, or any other legal theory.

Some jurisdictions do not allow the limitation of liability for certain damages, so some of the above limitations may not apply to you.

SECTION 19: INDEMNIFICATION

You agree to indemnify, defend, and hold harmless NovaLife Nutriments LLC, NovaLife Ventures, and their respective affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from and against any and all losses, damages, liabilities, claims, demands, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your breach of these Terms; your violation of any applicable law, regulation, or third-party right; your use of or access to the Services; or any product liability, regulatory, or compliance claim arising from your use of products purchased through the Services.

SECTION 20: FORCE MAJEURE

NovaLife Nutriments shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, pandemics, epidemics, acts of government, war, terrorism, civil unrest, labor disputes, supply chain disruptions, raw material shortages, carrier or freight delays, power outages, internet or telecommunications failures, fire, flood, or any other event that could not have been reasonably foreseen or prevented.

In the event of a force majeure event, our obligations under these Terms will be suspended for the duration of the event. We will use commercially reasonable efforts to resume performance as soon as practicable and to communicate anticipated timelines to affected parties. Force majeure events do not automatically entitle buyers to a refund, cancellation, credit, or any other remedy beyond what is expressly provided in our Refund Policy.

SECTION 21: TERMINATION

We may terminate this agreement or your access to the Services (or any part thereof) in our sole discretion at any time, to the fullest extent permitted by applicable law. You remain liable for all amounts due up to and including the date of termination.

Provisions that by their nature should survive termination will survive, including but not limited to Intellectual Property, Confidentiality, Feedback, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver, Entire Agreement, Assignment, Governing Law, and Privacy.

SECTION 22: SEVERABILITY

If any provision of these Terms is determined to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision will be enforceable to the fullest extent permitted by applicable law, and the remaining provisions will remain valid and enforceable.

SECTION 23: WAIVER AND ENTIRE AGREEMENT

The failure of NovaLife Nutriments to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules referenced herein constitute the entire agreement and understanding between you and NovaLife Nutriments with respect to the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

SECTION 24: ASSIGNMENT

You may not transfer or assign these Terms or any rights or obligations hereunder without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent or notice, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

SECTION 25: GOVERNING LAW AND VENUE

These Terms and any separate agreements whereby we provide the Services shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.

You and NovaLife Nutriments consent to the exclusive jurisdiction and venue of the state and federal courts located in Somerset County, New Jersey, unless otherwise required by applicable law.

SECTION 26: CHANGES TO TERMS

We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms by posting updates on the Services. It is your responsibility to review these Terms periodically for changes. Where required by applicable law, we will provide notice of material changes. Your continued use of the Services following the posting of any changes constitutes your acceptance of those changes.

SECTION 27: CONTACT INFORMATION

Questions about these Terms should be directed to:

NovaLife Nutriments LLC A NovaLife Ventures Company

General Inquiries: Email: support@novalifeventures.com Phone: (908) 219-7665

Compliance and Legal: Email: compliance@novalifeventures.com

Mailing Address: 233 Mt. Airy Road, 1st Floor Basking Ridge, NJ 07920