3. EARNING POINTS



The Program is limited to earning Points for Net Eligible Purchases. Net Eligible Purchases are purchases of goods and services from NoblePanacea.com, for personal, family and household purposes minus any returns, refunds or credit adjustments after all discounts or coupons have been applied. You must be logged into your Account in order to earn points on your purchases.

Points are not earned on, and the term “Net Eligible Purchases” does not include: returns, refunds, credit adjustments, unauthorized or fraudulent charges, purchases made by or for a business or for a business purpose, balance transfers, interest, fees, or purchases of Noble Panacea products from third party retailers who carry our products. Points are not earned on any part of a transaction that is a redeemed Reward. Points will not be awarded for sales tax, shipping charges, fees, or other excluded charges.



Points are deemed earned when the order is placed, or at the time other earning activity is completed.



Points earned on items that are not fulfilled as part of your order, or are later returned, will be deducted from your Points balance. In the event of an even exchange, any Points earned in association with the original purchase will remain, but no further points will be awarded for the exchange. In the event of an exchange for an item of lesser value, the difference in Points calculated based on the value from your original purchase and the value of the exchange will be deducted from your Points balance. In the event of an exchange for an item of greater value, any additional expenditure will accrue Points in accordance with these Terms. Any new promotional offers in effect at the time of an even exchange will not apply, nor modify your Points balance.



Points are earned on purchases made by you, and not on purchases made by any other person.



Points have no cash value and are non-transferable or exchangeable unless specifically authorized by Noble Panacea, at its sole discretion. We have the right to deduct Points from your Points balance for charges that were not or do not remain as Net Eligible Purchases. Points you earn may not be combined with Points earned through any other Program membership or Account.



Points are earned as set forth on the Program website. From time to time, we may make special offers for you to earn additional Points for Net Eligible Purchases. We may also make other offers that allow you to earn additional Points unassociated with Net Eligible Purchases, from time to time, and at our discretion.



These additional points are called “Bonus Points.” The way to earn Bonus Points, the Bonus Points that can be earned, and the expiry date associated with such Bonus Points may vary. Read each offer carefully, as there may be important conditions or limitations, such as blackout periods, Bonus Point limits, expiry, or exclusions. You may have to register to qualify for the offer. We may change or withdraw an offer at any time without notice. Any such change or withdrawal will not affect Bonus Points already earned.



(c) Posting of Points Earned; Expiration; Forfeiture 



Posting of Points earned for the Program are typically updated to your Account within 24-48 hours of the shipment or other earning activity, except (a) as noted in Exhibit A regarding newly enrolled members; and (b) for subscription refills where the Points are posted within 5 business days of the end of the calendar month in which you ordered. At any time, we may verify and adjust your Points balance based on our records and based on certain purchases not constituting, or no longer constituting, Net Eligible Purchases. Points will remain available in your Points balance until they are forfeited or expire.



Points in the Program expire 12 months after they are earned.



Except as otherwise provided by applicable law, you will forfeit all unused Points if you file for bankruptcy, or your participation in the Program is terminated or your Account is closed for any reason. You will also forfeit Points as described below and in Sections 9 and 11. You will not receive any compensation or new Points for your Points that expire or are forfeited.



Points may not be sold, purchased, brokered, bartered, transferred or altered in any way by you. Any attempted transaction of such sort will automatically be void. Anyone engaging in such transactions will be liable for damages to us, including, but not limited to consequential damages, third party damages, transaction costs, attorney’s fees and court costs. Any violation of these provisions will result in termination of your eligibility to participate in the Program and forfeiture of unused Points.

5. COMMUNICATIONS, PROGRAM ACTIVITY AND CUSTOMER SERVICE



We may contact you about the Program by mail, e-mail or other methods as permitted under applicable law. As needed, you agree to promptly update your contact information within your Account , by emailing us at care@noblepanacea.com, or using the “Chat” feature of our Site. Neither we, nor our service providers, are responsible for communications, including Point and Reward e-mail notices not delivered, due to incorrect or changed email address or other contact information.



Your Points balance for the Program can be found within the Activity section of your Account.



If you believe your Points balance is incorrect, contact us at care@noblepanacea.com or call 800-549-1006 for assistance. Points and Rewards inquiries, as well as adjustments, can take up to ten (10) business days to verify.

6. POINTS DISPUTES



If Points you believe were earned have not timely posted to your Points balance, you may dispute your Points balance (“Points Dispute”) by contacting us at care@noblepanacea.com. We will use reasonable efforts to investigate your Points Dispute. We may require you to provide written confirmation of the dispute and the applicable purchase receipt and may decline to investigate further if you do not provide the requested confirmation or a valid receipt. Point Disputes, as well as adjustments, may take up to ten (10) business days to verify.



Our transactional records will be considered conclusive if there is a dispute about the number of Points or the number, type, or value of any Rewards redeemed. You should retain your copy of the receipt(s) and any other document that evidences your Points balance.



Upon completion of the investigation, we will have no further responsibilities if you later reassert the same Points Dispute. We accept no liability for any errors in the number of Points or any Rewards provided to you. Your sole and exclusive remedy, and our maximum liability to you, in the event you prevail in a Points Dispute, is for us to credit the disputed Points to your Points balance.



Noble Panacea is not responsible for Points or Rewards that expire, are lost, or are redeemed due to fraudulent activity. Suspected illegal, fraudulent, or other unauthorized use or misuse of Points, Rewards, or any other activity inconsistent with these Terms may, in the sole and absolute discretion of Noble Panacea, result in cancellation of any Points or Rewards or termination of your participation in the Program. Noble Panacea also reserves the right to cancel any Points or Rewards issued due to an error or mistake by Noble Panacea or in its systems. You agree that Noble Panacea’s decisions relating to the Program are final and that Noble Panacea will not be liable to you or any other party in connection with any such error or mistake or associated cancellations of Rewards or Points.

7. LIMITED LIABILITY; Indemnification



Unless otherwise required by law or our agreements with you, neither Noble Panacea, nor any of our affiliates, officers, directors, employees, service providers, or agents will be liable to you, or anyone making a claim on your behalf, in connection with (a) any termination of, change in, or suspension of the Program; (b) any claim relating to Rewards provided through the Program; (c) any loss, damage, expense or inconvenience caused by any occurrence outside of our control; or (d) any taxes that you incur as a result of receiving Points or redeeming Rewards.  Notwithstanding the foregoing, any liability that we may have to you in connection with the Program shall be limited to the amount of any Points you have earned in accordance with these Terms.



To the maximum extent permitted by applicable law, Noble Panacea shall not have any liability or responsibility for any errors or omissions in the Program, for your action or inaction in connection with your participation in the Program or for any damage you may incur in connection with the Program. Your participation in the Program is at your own risk. To the maximum extent permitted by applicable law, in no event shall either Noble Panacea or its agents or third party providers or licensors be liable for any direct, indirect, incidental or consequential damages arising out of or in any way connected with the Program, the delay or inability to participate in the Program or otherwise arising in connection with the Program, whether based on contract, tort, strict liability or otherwise, even if advised of the possibility of any such damages.



To the maximum extent permitted by applicable law, this disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. You specifically acknowledge that Noble Panacea is not liable for the conduct of other Noble Program Members. The limitation on damages in this section is not intended to limit Noble Panacea’s obligation (if any) to pay prevailing party costs or fees, if recoverable pursuant to applicable law. The limitations set forth in this section will not limit or exclude Noble Panacea’s liability for personal injury or tangible property damage caused by Noble Panacea, or for Noble Panacea’s gross negligence, fraud, or intentional, willful, malicious, or reckless misconduct.



You understand and agree that all rights under Section 1542 of the civil code of California and any similar law of any state or territory of the United States are hereby expressly waived by you. Section 1542 reads as follows:



“Certain claims not affected by a general release. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."



To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold Noble Panacea harmless from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your participation in the Program.

9. CHANGES to Program and Terms; Termination of program



We reserve the right to modify, restrict, suspend, or otherwise change any aspect of the Program, and/or these Terms from time-to-time, including without limitation, the eligibility conditions for participation in the Program, the manner in which Noble Program Members participate, the manner and rates at which Points and Rewards are earned and redeemed, redemption mechanisms, or what constitutes an Net Eligible Purchase, with reasonable notice to Noble Program Members. We may notify you of changes to these Terms by posting them to the Sites, notifying you by email to the email address then associated with your Account, and/or using any other contact information we may have for you in our discretion and as required by applicable law. To the extent allowed by applicable law, (a) changes to the Program or Terms may apply retroactively, and may affect outstanding transactions and Points, and may result in you involuntarily forfeiting Points you have earned, and (b) changes will not affect redeemed Rewards except to the extent allowed by applicable law. Should you not agree to such an amendment, you may cancel your participation in the Program without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, as set out in Section 11.



We reserve the right to terminate the Program completely by providing you with written notice of and instructions regarding the impending termination. Should we terminate the Program, all Points issued and Rewards offered under the Program will be void.

10. TAXES



You are solely liable for any applicable taxes arising out of the accrual or use of Points or Rewards. Consult your tax advisor concerning such tax consequences.

11. program account closure/termination



You may cancel your participation in the Program at any time by contacting us at care@noblepanacea.com. If you cancel your participation in the Program, you will no longer earn Points and you will forfeit your unexpired Points and will no longer be eligible to receive Rewards of any kind. Your cancellation will not affect any previously redeemed Rewards.

Noble Panacea, at its sole discretion, may terminate your participation without notice if continued participation would violate any terms of the Program. We reserve the right to approve, deny or revoke participation in the Program to any individual at any time for any reason whatsoever, including (i) your abuse of the Program, including, without limitation, your use of any “bot,” macro, or other automated means to participate in the Program or to earn Points or redeem Rewards; (ii) your failure to follow these Terms and any other terms and conditions applicable to the Program; (iii) the attempted or actual sale or transfer of any of your Points, Rewards, or your Account; (iv) any misrepresentation or other fraudulent behavior by you; or (v) any other conduct deemed by Noble Panacea, in its sole discretion, to be an abuse of the Program, to be detrimental to the interests of Noble Panacea or its customers, to be fraudulent, illegal, or to be otherwise improper.



If your participation in the Program is cancelled or terminated, whether by you or us, any unexpired Points will be forfeited, Program Rewards will end, and your future participation in the Program is prohibited, in the sole and absolute discretion of Noble Panacea.

11. program account closure/termination



You may cancel your participation in the Program at any time by contacting us at care@noblepanacea.com. If you cancel your participation in the Program, you will no longer earn Points and you will forfeit your unexpired Points and will no longer be eligible to receive Rewards of any kind. Your cancellation will not affect any previously redeemed Rewards.

Noble Panacea, at its sole discretion, may terminate your participation without notice if continued participation would violate any terms of the Program. We reserve the right to approve, deny or revoke participation in the Program to any individual at any time for any reason whatsoever, including (i) your abuse of the Program, including, without limitation, your use of any “bot,” macro, or other automated means to participate in the Program or to earn Points or redeem Rewards; (ii) your failure to follow these Terms and any other terms and conditions applicable to the Program; (iii) the attempted or actual sale or transfer of any of your Points, Rewards, or your Account; (iv) any misrepresentation or other fraudulent behavior by you; or (v) any other conduct deemed by Noble Panacea, in its sole discretion, to be an abuse of the Program, to be detrimental to the interests of Noble Panacea or its customers, to be fraudulent, illegal, or to be otherwise improper.



If your participation in the Program is cancelled or terminated, whether by you or us, any unexpired Points will be forfeited, Program Rewards will end, and your future participation in the Program is prohibited, in the sole and absolute discretion of Noble Panacea.

12. ARBITRATION AGREEMENT/GOVERNING LAW/CLASS ACTION WAIVER/DISPUTE RESOLUTION 



a. The Program is controlled and operated by Noble Panacea from its offices within the State of California, United States of America. Noble Panacea makes no representation that the Program is appropriate or available for use other than in the United States and the United Kingdom. Those who choose to join the Program from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This agreement will be governed by, construed and enforced in accordance with the laws of the State of California, excluding its conflict of laws principles.  The arbitration proceedings will be governed by federal arbitration law and by the JAMS (defined below) rules.



b. Both you and Noble Panacea waive the right to a trial by jury and the right to bring or resolve any dispute as a class, consolidated, representative, collective, or private attorney general action. Both you and Noble Panacea waive the right to participate in a class, consolidated, representative, collective, or private attorney general action related any dispute that is brought by anyone else. Notwithstanding any provision in the JAMS rules to the contrary, the arbitrator will not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, collective, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.



c. Except for disputes relating to the infringement of your or Noble Panacea’s intellectual property (such as trademarks, trade dress, copyright and patents) or where Noble Panacea is seeking injunctive relief (the “Excluded Disputes”), you and Noble Panacea each agree to finally settle all disputes only through arbitration. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to these Terms and Conditions or your use of the Services will be resolved solely by binding arbitration before a sole arbitrator under the Streamlined Arbitration Rules & Procedures of JAMS Inc. (“JAMS”) or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within thirty (30) days of the filing of a “Demand for Arbitration,” then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service that will hear the case. If an in-person hearing is required, then it will take place in Irvine, California or – if required by the JAMS rules (or the rules of any alternate arbitration service used by the parties) – in or near your city of residence. The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions or class arbitrations; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, or for any Excluded Disputes, then the agreement to arbitrate does not apply and the dispute must be brought in a court of competent jurisdiction in Orange County, California. Subject to you demonstrating that the costs of arbitration will be prohibitive as compared to the costs of litigation, Noble Panacea will pay as much of the administrative and arbitrator’s fees charged to you by JAMS (or an alternate arbitration service) as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive to you as compared to litigation. Either party may, notwithstanding this provision, bring qualifying claims in small claims court. In no event will you seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation or exploitation of the Services or any other property of Noble Panacea (provided that nothing in these Terms and Conditions will restrain a California resident’s right (if any) under applicable law to seek public injunctive relief in accordance with this dispute-resolution provision).



d. You and Noble Panacea agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against Noble Panacea within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and Noble Panacea agree (a) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (b) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision will in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.



e. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.



f. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to the following address: Noble Panacea, ATTN: Arbitration Opt-out, 7700 Irvine Center Drive, Irvine, California 92618, USA or by email to arbitration@noblepanacea.com. For new users, the notice must be sent within 30 days of registering with Noble Panacea, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this section. If you choose to opt-out, Noble Panacea also will not be bound.