Terms and conditions
BYRAMCONNECT TERMS OF USE (“Terms of Use”)
Welcome to ByramConnect, a Web and App-based platform that provides integrated services to support the management of diabetes and other services. ByramConnect is available through this website (“Website”), as well as through a mobile application on a phone or tablet (together with any materials and services available, and any related or successor website(s), the "Mobile App") or any other Byram Healthcare products ("Byram Healthcare Products")(collectively, the "Services").
Byram Healthcare, LLC. (“Byram Healthcare,” “we,” or “us”) is a licensed provider of ByramConnect. We work with a third party, Welldoc Inc. ("Welldoc"), in connection with providing the Services, including as a provider of much, if not all, of the back-end technology powering the Website and the Mobile App, and we may work with other third parties with respect to the Services. Such third parties, excluding Welldoc, but including any other third-party licensors, suppliers and service providers, including any of their respective successors and assigns, shall be referred to herein as the "Suppliers."
These Terms of Use apply to ByramConnect and the Services provided through Byram Healthcare, Welldoc and Suppliers, and their affiliates, vendors, and partners. Any reference to ByramConnect in these Terms of Use applies to Byram Healthcare, and any reference to Byram Healthcare in these Terms of Use applies to ByramConnect, where appropriate. All such references include Byram Healthcare affiliates, vendors, and partners.
Please read the following carefully. This is a legally binding agreement between you, as a User (as defined below) and Byram Healthcare. These Terms of Use together with all amendments, addenda, and licenses, and collectively with all ByramConnect rules and policies, including the Byram Healthcare Privacy Policy , constitute the agreement between you and us for your access to and use of ByramConnect. By accessing ByramConnect (including the Website, the Mobile App, any of the Services, or other web sites through links provided by Byram Healthcare), you agree to all terms, conditions, and notices contained or referenced herein. If you do not agree to these Terms of Use please do not use the Services. We reserve the right, at our discretion, to update or revise these Terms of Use. Please check the Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Use and disclosure of your Personal Information by Byram, including any Protected Health Information that you may input into Mobile App or the Website will be as set forth in the Byram HIPAA Notice of Privacy Practices located at https://www.byramhealthcare.com/-/media/files/customer_support/notice-of-privacy-practices-lttr-1017.pdf.
If you are accessing or using ByramConnect on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these Terms of Use on its behalf and (b) to bind such business, organization, or entity to them. If you have not read the Terms of Use, do not understand or agree to be bound by them, or are not able to consent to be bound by the Terms of Use (e.g., if you are not old enough to enter into a binding legal contract), you are prohibited from using ByramConnect.
PLEASE BE AWARE THAT BYRAMCONNECT (INCLUDING THE WEBSITE, THE MOBILE APP, AND THE SERVICES) IS NOT TO BE USED FOR EMERGENCIES (I.E., ANY LIFE-THREATENING SITUATION) AND WE DISCLAIM ALL LIABILITY FOR USE OF BYRAMCONNECT IN CONNECTION WITH EMERGENCIES. IF YOU ARE A PATIENT USER, PLEASE CALL 911 OR GO TO YOUR NEAREST HOSPITAL IN THE EVENT OF AN EMERGENCY. IF YOU ARE A PROVIDER, DO NOT USE BYRAMCONNECT TO COMMUNICATE WITH YOUR PATIENTS ABOUT EMERGENCY MEDICAL ISSUES.
Definitions
The term “ByramConnect” includes (1) all of the features and functionality of both the Mobile App and the Website (referred to collectively as the “Site”), (2) all of the content (excluding Personal Information) accessible through the Website or the Mobile App (i.e., everything on the Website and the Mobile App), whether accessible online wirelessly or electronically or offline (e.g., after downloading and printing), and (3) all Services provided by or otherwise made available to you through the Website or the Mobile App.
The term “User” refers to you as a ByramConnect user, regardless of the means by which you access ByramConnect. As a User, you may be (1) a patient (“Patient User”) or (2) a non-patient healthcare service provider, payer (including an employer-sponsored payer), pharmacy, disease management organization, case manager, or another individual who is involved in the management or care of the patient, including the employees and agents of any such persons or entities (“Non-Patient User”).
The term “Personal Information” refers to any Patient User information collected or available through ByramConnect, and the term “Protected Health Information” refers to Personal Information that is subject to HIPAA and its associated regulations.
Purpose of ByramConnect and the Services
ByramConnect provides different Services to different Users, including:
For Patient Users, the ability to receive personalized information about diabetes and management of your diabetic condition,
For Patient Users, the ability to receive electronic reminders concerning medication, testing, and appointments,
For Patient Users, the ability to access and use a personal, password-protected database for entry of Personal Information and to later review such Personal Information related to the management and treatment of your diabetes, and
For Non-Patient Users, the ability to provide individual, password-protected access to patient data to support the management or care of patients, including by modifying treatments via electronic messages delivered by ByramConnect.
Not all Services will necessarily be used by or for every User.
Scope of these Terms of Use
We maintain ByramConnect for your personal use, if you are a Patient User, and for your business use, if you are a Non-Patient User. By using ByramConnect, or by bypassing the requirement that you agree to these Terms of Use in any way (for example, by linking to a page within the Webite or to the Mobile App), you are entering into an agreement with us to be bound by the then-current version of these Terms of Use. You are also bound by all applicable laws. The Terms of Use constitute the entire agreement between you and us relating to your use of ByramConnect. You agree that we have the right to revise the Terms of Use at any time, including for example any rules or postings on the Website or Mobile App related to using specific features of ByramConnect (such as how to establish an account), and such revisions shall be effective when we post them on the Website and/or Mobile App.
Representations and Warranties
Patient User Representations and Warranties
If you are a Patient User, you represent and warrant that:
You are acting on behalf of yourself personally and that you will use ByramConnect solely for management of your personal diabetes condition;
You will input accurate information about yourself. If you discover any inaccurate information in ByramConnect regarding you or your condition, you agree to take all reasonable steps necessary to correct such inaccurate information;
You understand that a Non-Patient User may use ByramConnect (including access to your Personal Information) for your care, as permitted by applicable law, or as directed and authorized by you (or, if applicable, as directed by your healthcare provider), and you have read the representations and warranties for a Non-Patient User in the section below;
Clinical treatment and medications prescribed by your healthcare provider and the service coverage under your health plan are determined independent of Byram Healthcare and ByramConnect;
It is your responsibility to use ByramConnect to receive appointment reminders, medication reminders, and educational information available on the Website or Mobile App, and Byram Healthcare is not responsible if you don’t use ByramConnect as prescribed, instructed, or recommended;
ByramConnect is designed to help you manage your diabetic condition, but you are ultimately responsible for your own treatment and care. The content provided by ByramConnect does not constitute medical advice or a substitute for seeing the healthcare provider responsible for your treatment and the care of your condition; and
If you experience any serious problem or need immediate medical assistance, you agree to immediately call your healthcare provider or 911 for emergency help.
Non-Patient User Representations and Warranties
If you are a Non-Patient User, you represent and warrant that:
You are, or are employed by, a licensed healthcare professional or other organization involved in the management or care of patients;
You are acting on behalf of yourself or your employer to treat patients having diabetes who are under your care for that condition;
You are authorized to accept these Terms of Use on behalf of yourself and your employer;
You are participating voluntarily to support the provision of care to your patients, and you agree that Byram Healthcare is not responsible for any of the following:
whether or not you log onto or access ByramConnect to review any data associated with your patients;
obtaining or retrieving patient blood glucose or other data from ByramConnect;
any treatment, treatment decisions, modification to treatment plans or diagnosis, or any other decision within your scope of practice or under an agreement with a patient that you provide, whether or not based on data obtained from ByramConnect;
your decision to provide (or not provide) appointment or medication reminders through ByramConnect; and
your compliance with HIPAA (including the requirements of any Business Associate Agreement thereunder), or any other federal or state law; and
The ByramConnect message center is to be used only for non-emergency issues.
License Grant
Subject to these Terms of Use, Byram Healthcare grants you a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive, personal, and revocable license (a) to access and use the Website, the Mobile App, and the Services as and in the manner described in these Terms of Use, (b) to upload onto your ByramConnect-compatible phone, personal digital assistant, or other handheld wireless communication device software intended to facilitate communication between the ByramConnect servers and such device(s), and (c) to print from ByramConnect for your personal use only. No license is granted to any third party and you have no right to make available to anyone access to the Website, the Mobile App, or the Services. You have no right or license to use the Website, Mobile App, or Services for the benefit of another, except if you are a Non-Patient User involved in the management or care of a patient, and you are using ByramConnect for the benefit of such Patient User.
Product and Service
Reference to any product or service on ByramConnect does not constitute an offer to sell or supply that product or service and does not mean that the product or service is available. PRICES AND AVAILABILITY OF THE PRODUCTS AND SERVICES IDENTIFIED ON THE WEBSITE OR MOBILE APP ARE SUBJECT TO CHANGE WITHOUT NOTICE. The listing, description of, or reference to, a product or service on ByramConnect does not imply that we endorse that product or service or that the owner of such product or service endorses ByramConnect.
Ownership of Materials and Use Restrictions
We, Byram Healthcare, Welldoc, and the Suppliers, unless otherwise stated, are the owners of all copyright, trademark, patent, trade secret, database, and other proprietary rights to information on ByramConnect, including without limitation, the Website and the Mobile App. Without limitation of the foregoing, we assert ownership of a copyright in the entire ByramConnect system, including without limitation, the Website, the Mobile App, our brand names, trademarks and service marks and any associated logos, as a collective work and/or compilation, and in the selection, co-ordination and arrangement of the information and content in ByramConnect. You may not publish, distribute, extract, re-use, or reproduce any part of ByramConnect in any material form (including photocopying or storing it in any medium by any means, including electronic means) other than in accordance with the limited use license set out in these Terms of Use or as permitted by the United States Copyright Act. Except as expressly provided in these Terms of Use and the copyright notice, we grant no rights to you, including under any patents, copyrights, trademarks, trade secrets, or any other proprietary rights. Notwithstanding the foregoing, we do not own the original Personal Information that Users input into ByramConnect. However, you hereby grant Byram Healthcare and Welldoc a license to use, and consent to the use of, your Personal Information to provide the Services, including ByramConnect and the Website and Mobile App, and as described in the Privacy Policy and in accordance with the Byram Healthcare HIPAA Notice of Privacy Practices.
Except as expressly permitted in these Terms of Use, you may not modify or copy in any way any content you obtain from ByramConnect, including without limitation, the Website and the Mobile App; distribute or transmit such content to any third party for commercial purposes; frame, scrape, or otherwise display any of the content of ByramConnect on your own or any other website; use such content in any way that is competitive with Byram Healthcare or Welldoc or that disparages Byram Healthcare or Welldoc; mass distribute such content through electronic or other means; or make any unauthorized use of such content. Such modification, distribution, transmission, display, or use shall constitute a material breach of these Terms of Use and infringe upon the copyrights, patents, trademarks, trade secrets, or other intellectual property rights owned by or licensed to Byram Healthcare. You may not decompile, reverse engineer, or reverse assemble any portion of ByramConnect or the underlying software. If you download or print any content of ByramConnect, you agree to maintain any and all patent, copyright, trademark notices, and other notices or statements of proprietary rights appearing on such content and not to remove, obliterate, or cancel from view any such notices or statements. Byram Healthcare has no right or authority to authorize you to access, use, download, print, copy, modify, display, distribute, or transmit any content of any other website that you may access from ByramConnect.
You have no right or license to use ByramConnect for the benefit of another in an external service bureau or time-sharing arrangement or otherwise with a user not licensed by Byram Healthcare, except if you are a Non-Patient User involved in the management or care of a patient, and you are using ByramConnect for the benefit of your patient, who is a Patient User. Under limited circumstances, ByramConnect may permit you to create and upload text, information, and content. You represent and warrant that you have the legal right to upload such text, information, and content and that none of such text, information, or content violates the copyright, patent, trademark, trade secret, and/or other intellectual property right of any other party or is prohibited by applicable law. Byram Healthcare reserves the right to remove any text, information, or content uploaded by you that it determines infringes on any third party’s copyrights, trademarks, trade secrets, or other intellectual property rights, or that Byram Healthcare otherwise determines is inappropriate.
In connection with your access to and use of ByramConnect, you may not access or use any password-protected, secure, or non-public areas of the Site, except as specifically authorized in writing by Byram Healthcare; impersonate or misrepresent your affiliation with any person or entity; use any automated means to access or use ByramConnect (other than the means afforded by the Website and the Mobile App), including scripts, bots, scrapers, data miners, or similar software; attempt to or actually disrupt, impair, interfere with, alter, or modify ByramConnect, or any information, data, or materials posted or displayed by Byram Healthcare; access data on the Website or Mobile App not intended for you; or attempt to probe, scan, or test the vulnerability of the Website or Mobile App or breach any implemented security or authentication measures, regardless of your motives or intent.
Links and Marketing
You may not create a link from your website or any other Internet location to the Website or Mobile App without the express written permission of Byram Healthcare. If we grant you permission to link to the Website or Mobile App, we reserve the right to revoke such permission at any time. If such permission is revoked, you agree that your failure to sever such link immediately will cause us immediate and irreparable injury.
Any links to other websites or Internet locations from ByramConnect have been provided for your convenience only. Byram Healthcare, Welldoc or Suppliers may at their discretion provide link-throughs to the websites of other entities with whom you may have relationships, such as a plan or provider. We do not endorse, sponsor, or approve any of the content of any websites or locations to which ByramConnect links. We have no control over any of the websites or other Internet locations that you may access through ByramConnect, or from which you access ByramConnect, and we are not responsible for the content or accuracy of the content of any such websites or locations. If you access any other website or Internet locations through ByramConnect, you do so at your own risk.
Confidential Information
Except for certain Personal Information (if you are a Patient User), or specific patient data (if you are a Non-Patient User), that you may enter into your password-protected portion of the Website or Mobile App, and your mobile device’s make, model, and screen resolution during ByramConnect's installation, Byram Healthcare does not solicit nor do we wish to receive any personal, confidential, secret, or proprietary information or other material from you, whether through ByramConnect, any of the Services, by e-mail, or in any other way. Unless otherwise expressly agreed in writing prior to your submission to us, or as set forth in these Terms of Use or the Privacy Policy any comments, feedback, information, or other material submitted or sent to us will be deemed not to be confidential or secret. By submitting or sending comments, feedback, information, or other material to us, you represent and warrant that the information and material is original to you and that no other party has any rights to the information or material. Excluding Personal Information, we shall have the unrestricted, worldwide right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any such information and material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology, now known or later developed. You also represent and warrant that any "moral rights" in posted information and materials have been waived. Please see Byram Healthcare’s and ByramConnect’s Privacy Policy for more information on how Byram Healthcare uses your Personal Information.
Trademarks
All brand, product, and service names used regarding ByramConnect, Byram Healthcare, Welldoc and Suppliers are the trademarks, trade names, or service marks of these entities, unless otherwise stated. You may not distribute products or offer services under or by reference to or otherwise use or reproduce any such trademarks, trade names, or service marks, or use any meta tags or any other "hidden text" utilizing any such trademarks, trade names, or service marks, without the express prior written permission of Byram Healthcare or the owner of such trademarks, trade names, or service marks.
Registration and Security
By entering any information on ByramConnect, you represent and warrant that: (i) you are at least 18 years of age; (ii) you are using your actual identity; (iii) you have provided only true, accurate, current, and complete information; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current, and complete. Additionally, you agree to maintain the strict confidentiality of your account and any passwords issued to you for your use of or access to ByramConnect or any portion of the Website or Mobile App, and you agree not to allow any other person or entity to use any username(s) or password(s) that are issued to you. You shall be responsible for all activity that occurs under your account or password. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. If you wish to cancel a username or password, or if you become aware of any loss, theft, or unauthorized use of a username or password, please notify us immediately. We reserve the right to delete or change any username or password at any time and for any reason.
Health and nutritional information
You are responsible for your own health. Always consult with your doctor before starting a diet or fitness program or if you experience any pain or discomfort. Byram Healthcare cannot guarantee any health, weight, and/or fitness results or improvements.
Nutritional information found in our database has not been verified, investigated, or reviewed by Byram Healthcare. Byram Healthcare cannot guarantee that the nutritional information provided in our database is accurate, reliable, or complete.
Modification of ByramConnect and the Services
As between you and us, we reserve complete and sole discretion with respect to the operation of ByramConnect and the Services. We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend, or discontinue any aspect of ByramConnect, including, but not limited to, content, features, or hours of availability. We may also impose limits on certain features of ByramConnect or restrict your access to part or all of ByramConnect without notice or penalty. We may suspend or terminate your account or your use of ByramConnect at any time, for any reason or for no reason at all.
Use Outside United States
Byram Healthcare makes no representation or warranty that the content of ByramConnect is appropriate, lawful, or available for use in countries other than the United States. If you use ByramConnect, including without limitation, the Site, you are responsible for compliance with all applicable laws and you agree to indemnify us for any claims arising out of or related to such use.
Disclaimer of Warranties
BYRAMCONNECT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. YOU EXPRESSLY AGREE THAT USE OF BYRAMCONNECT IS AT YOUR SOLE RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF BYRAMCONNECT. NEITHER BYRAM HEALTHCARE NOR ANY OF ITS PARTNERS REPRESENTS OR WARRANTS THAT BYRAMCONNECT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT BYRAMCONNECT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DOES BYRAM HEALTHCARE OR ITS PARTNERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, PERFORMANCE, OR SUITABILITY OF BYRAMCONNECT. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR MOBILE APP, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING BYRAMCONNECT.
You acknowledge that data entry and conversion is subject to human and machine errors, omissions, delays, and losses, including inadvertent loss or corruption of data or damage to media, that may give rise to loss or damage. You agree Byram Healthcare will not be liable for any such errors, omissions, delays, or losses, unless caused by our gross negligence or willful misconduct. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use of data; and adopting procedures to identify and correct errors and omissions and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.
Byram Healthcare expressly disclaims any responsibility or liability for, and you agree Byram Healthcare will not be responsible or liable for: (A) Errors in data or data entry, whether caused by you or the hardware or communications medium used for data entry; (B) Errors in dating or filing data caused by you or the hardware or communications medium used for data entry; (C) Errors in therapeutic conclusions or interventional instructions provided by Non-Patient Users relying on erroneous data or data entry; (D) Malfunction or loss of use of any hardware; (E) Loss or degradation of communications between you and ByramConnect or a Byram Healthcare service provider for any reason not within control of Byram Healthcare; (F) Injury to anyone associated with use of any hardware used for data or voice communication with ByramConnect or with Byram Healthcare; (G) Failure by you to correct erroneous data or to comply with proper instructions; (H) Errors resulting from unauthorized access to ByramConnect or associated data; and (I) Any damage or injury to anyone directly or indirectly resulting from use of or communication with ByramConnect or Byram Healthcare where the proximate cause of such damage or injury is not within the control of Byram Healthcare. The foregoing does not imply the assumption by Byram Healthcare of any form of liability under any circumstances.
ALL DISCLAIMERS OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BYRAM HEALTHCARE, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (“BYRAM HEALTHCARE PARTIES”), WELLDOC (AND AFFILIATED PARTIES AS SET FORTH FOR BYRAM HEALTHCARE), AND THE SUPPLIERS, AND FOR EACH SUCH PARTY TO WHICH THE DISCLAIMERS UNDER THIS AGREEMENT APPLY, ANY DISCLAIMERS WITH RESPECT TO ANY THIRD PARTIES ARE MADE WITH RESPECT TO THIRD PARTIES OF SUCH PARTY.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOLE REMEDY FOR ANY CLAIM FOR DAMAGES ARISING OUT OF OR RELATED TO BYRAMCONNECT OR BYRAM HEALTHCARE, INCLUDING WITHOUT LIMITATION, THE WEBSITE OR MOBILE APP, ANY SERVICE, OR ANY PRODUCT OR SERVICE ACQUIRED THROUGH BYRAMCONNECT, SHALL BE LIMITED TO A REFUND OF ANY AMOUNT YOU PAID FOR SUCH PRODUCT OR SERVICE. UNDER NO CIRCUMSTANCES SHALL BYRAM HEALTHCARE, OR ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING BYRAMCONNECT OR ANY PART THEREOF, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING FOR LOST OR CORRUPTED DATA OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, ARISING FROM OR IN CONNECTION WITH BYRAMCONNECT OR ANY PRODUCTS OR SERVICES MADE AVAILABLE OR LISTED ON IT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY FOR ANY OF THE FOREGOING TYPES OF DAMAGES SHALL BE LIMITED TO THE AMOUNT THAT BYRAM HEALTHCARE RECEIVED FROM YOU FOR THE TRANSACTION THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS PROVISION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BYRAM HEALTHCARE, THE BYRAM HEALTHCARE PARTIES, WELLDOC (AND AFFILIATED PARTIES AS SET FORTH FOR BYRAM HEALTHCARE) AND THE SUPPLIERS, AND FOR EACH SUCH PARTY TO WHICH THE LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT APPLY, ANY LIMITATIONS OF LIABILITY WITH RESPECT TO ANY THIRD PARTIES ARE MADE WITH RESPECT TO THIRD PARTIES OF SUCH PARTY. WITH RESPECT TO ANY CONDITIONS, WARRANTIES OR GUARANTEES THAT CANNOT BE EXCLUDED UNDER STATUTE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OUR LIABILITY IS LIMITED (AT OUR OPTION) TO THE RESUPPLY OR REFUND OF THE COST OF RELEVANT SERVICES.
Indemnification
You agree to indemnify, defend, and hold harmless to the fullest extent permitted by applicable law, Byram Healthcare, Welldoc or a Supplier, and their directors, officers, employees, agents, and representatives from and against any and all third party claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including but not limited to reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from: (i) your use of ByramConnect, the Website or Mobile App, or the Services or content or of any data provided in connection therewith in violation of these Terms of Use by you or any of your partners, employees, agents, or contractors; (ii) any claim that ByramConnect as modified or altered by you or your partners, employees, agents, or contractors, or the use by Byram Healthcare of any data submitted by you, infringes the patent, copyright, or other intellectual property right, or misappropriates the trade secrets, of any third party; (iii) any inaccurate or incomplete data, or any virus, worms, spyware, back door, Trojan horse, or other malicious code transmitted by you; (iv) any breach of these Terms of Use by you; and (v) any violation of applicable laws, rules, or regulations by you.
Term and Termination
Your obligations under the Terms of Use shall continue for as long as you access or use ByramConnect or use or maintain any of the content of ByramConnect or copies thereof. You may terminate your obligations at any time by discontinuing your use of ByramConnect and by destroying all content obtained from it, and all copies thereof. However, your termination of your obligations under these Terms of Use does not relieve you from liability resulting from your failure to comply with the obligations of the Terms of Use before such termination, and Byram Healthcare reserves the right to enforce such pre-termination obligations before or after you terminate these Terms of Use. Byram Healthcare reserves the right, in its sole discretion, to terminate your access to or use of ByramConnect, including the Website, the Mobile App, and the Services, and any related services or any portion thereof at any time and for any reason, including, without limitation, breach of the Terms of Use. Certain provisions of the Terms of Use, by their nature, survive the termination of your use of ByramConnect, including the use and disclosure of your Personal Information, as described herein and in the Privacy Policy.
Force Majeure
Neither party to the Terms of Use shall be liable to the other hereunder or otherwise for performance that is prevented by a cause outside the control of the party, including without limitation, natural disaster, war, riot, labor disturbance, or failure of publicly available channels of communication.
Applicable Law; Dispute Resolution
The Terms of Use are governed by and will be construed in accordance with the laws of the United States and the State of Delaware, without regard to Delaware’s conflicts of laws principles. All disputes seeking only monetary damages and arising out of or relating to the Terms of Use or Byram Healthcare’s operation of ByramConnect, except disputes involving infringement or ownership of intellectual property rights, shall be resolved by binding arbitration in Wilmington, Delaware, pursuant to the rules of the American Arbitration Association. All disputes seeking injunctions or other non-monetary remedies or involving infringement or ownership of intellectual property rights shall be resolved in the federal district court or applicable state court in Delaware, and you consent to personal jurisdiction and venue in such courts.
Information or Complaints
All formal notices to us shall be sent to privacy@byramhealthcare.com.All notices to you shall be sent to the email address that you provide when you register for ByramConnect. Any notice provided under the Terms of Use shall be deemed given one business day after the email is sent. If you do not register, or register with inaccurate information, you hereby waive any right to notice for any purpose related to the Terms of Use or ByramConnect. Any action or claim against us must be brought within one year following the date on which the claim first accrued or shall be deemed forever waived. If you have a question or complaint regarding the Services, please send an e-mail to support@bluestardiabetes.com.You may also contact us by using the "Contact Us" link provided on the site. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Other Important Terms
These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. These Terms of Use are between you and us. Except as otherwise provided herein, no other person shall have any rights to enforce any of the terms of these Terms of Use, provided that Byram Healthcare Centers, Inc., Welldoc and Suppliers are third-party beneficiaries of these Terms of Use (including all the representations, warranties, disclaimers, indemnities, limitations of liability, limitations on use of the Services, rights to use data, and all intellectual property rights protections), and each will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof; notwithstanding the foregoing, Byram Healthcare’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms of Use is not subject to the consent of any third party. If any provision of these Terms of Use is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severed from these Terms of Use and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Use without restriction. No waiver by either party of any breach or default under these Terms of Use will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in these Terms of Use shall be construed as if followed by the phrase "without limitation." These Terms of Use, including any terms and conditions incorporated herein, constitute the entire agreement between you and us relating to the subject matter of these Terms of Use, and, in the absence of fraud, supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither party will be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Terms Required by Apple
In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the application compatible with the iOS operating system of Apple Inc. ("Apple"). Apple is not a party to these Terms of Use and does not own and is not responsible for the application. Apple is not providing any warranty for the application except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the application, including any third-party product liability claims, claims that the application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the application, including those pertaining to intellectual property rights, must be directed to Byram Healthcare in accordance with the "Information or Complaints" section above. The license you have been granted herein is limited to a non-transferable license to use the application on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the application, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Use and, upon your acceptance of the terms and conditions of these Terms of Use, will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof; notwithstanding the foregoing, Byram Healthcare’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms of Use is not subject to the consent of any third party.