Terms of Use

Last modified August 2015

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF OUR WEBSITE CAREFULLY.

Rimidi Diabetes, Inc. (“Rimidi,” “we” or “us”) provides online and mobile services, including, but not limited to the Diabetes+Me website (“DiabetesplusMe.com” or the “Site”), widgets, computer programs and mobile applications hosted by or on behalf of Rimidi (collectively, the “ Diabetes+Me Services”). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RIMIDI DIABETES, INC. AND GOVERNS YOUR USE OF THE RIMIDI SERVICES. Subject to your acceptance of and adherence to these Terms of Use (the “Terms of Use”), Rimidi hereby grants you a limited, non-exclusive license to utilize the Rimidi Services as set forth herein. The terms “you” and “user” shall refer to all individuals and entities that access the Rimidi Services.

By your affirmative actions of registering for and/or using the Diabetes+Me Services, you signify your agreement to these Terms of Use and our Privacy Policy and consent to allow Rimidi to communicate with you electronically regarding the Diabetes+Me Services.

Modifications to Terms of Use

By using our Website, you agree to these Terms and Conditions of Use (“Terms & Conditions”). We may update these Terms & Conditions at any time, so please review it frequently. If we change our Terms & Conditions, we will post the revised version here, with an updated revision date. If we make significant changes to our Terms & Conditions, we may also notify you by other means prior to the changes taking effect, such as sending an email or posting a notice on our website. If you do not agree to these Terms & Conditions, you should not use our Website and, if applicable, you should arrange to cancel your registered user account or subscription with us.

Requirements for Use of the Rimidi Services

The Diabetes+Me Services are available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understands and agrees with it.

Please see the section entitled “Precautions” below for recommended precautions related to your use of the Diabetes+MeServices.

Agency

You represent that you are using the Rimidi Services for its intended purpose. If you are registering or using the RimidiServices on behalf of a company or other organization, you represent that you have authority to bind your employer by your actions.

Precautions

Content found on DiabetesplusMe.com or through the Diabetes+Me Services is for informational purposes only and is not intended to replace the relationship between you and your physician or other medical provider. Rimidi is not a medical organization and our staff cannot give you medical advice or diagnosis. Nothing contained in this Website should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You should always consult a physician before starting a fitness program, changing your diet or if you have any questions regarding a medical condition. You should never change your medication regimen without the advice of your physician. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the Diabetes+Me Services. If you think you may have a medical emergency, call your physician or 911 immediately. By using the Diabetes+Me Services, you represent that you have received consent from your physician to participate in the Diabetes+Me Services.

Information on the Diabetes+Me Services

We try to provide helpful and accurate information on the Diabetes+Me Services, but we make no endorsement, representation or warranty of any kind about any information, services or recommendations made available through the Diabetes+Me Services. We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Diabetes+Me Services. If you rely on any information provided by Rimidi, Rimidi employees, or others appearing on or contributing content to the Diabetes+Me Services, you do so solely at your own risk.

Registration and Password; Privacy Policy

You are responsible for maintaining the confidentiality of your login information and password. You shall be responsible for all uses of your login information, whether or not authorized by you. For extra security, you should also maintain a password on the device you use to access the Diabetes+Me Services. You agree to immediately notify us of any unauthorized use of your login information or password. Rimidi cannot and does not assume any responsibility or liabilityfor any information submitted by someone who has fraudulently accessed your DiabetesplusMe account or for any third party’s fraudulent use or misuse of information submitted by you.

You represent that the information that you provide about yourself as requested in the DiabetesplusMe account registration form (the “Registration Data”) is accurate and complete, and you agree to update your account information, as necessary, including providing Rimidi with your current email address, so that you may receive notifications and other account-related communications.

The Diabetes+Me Services are subject to the Rimidi Privacy Policy, which can be found at www.rimidi.com/privacy.

Ownership of the Diabetes+Me Services

The Diabetes+Me Services and all aspects thereof, including all copyrights, trademarks, and other intellectual property rights therein, are owned by Rimidi or its licensors. You acknowledge that the Diabetes+Me Services and any underlying technology used in connection with the Diabetes+Me Services contain Rimidi’s intellectual property and proprietary information. You may not reproduce, distribute, modify or create derivative works of, publicly display (including by framing any content), or commercially exploit any part of the Diabetes+Me Services except as necessary to view the content therein and to create a reasonable number of copies of portions of such content (without modification) for your personal, non-commercial use. All rights in the Diabetes+Me Services not expressly granted to you by Rimidi are retained by Rimidiand its licensors.

If you violate any of these Terms of Use, your permission to use the Diabetes+Me Services automatically terminates and you must immediately destroy any copies you have made of any portion of the Diabetes+Me Services

These Terms & Conditions apply only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.

Third Party Products and Services

You may order services, merchandise or other products through our Website from other parties (collectively, the “Third Party Sellers”). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any user to use our Website (or any part thereof) who infringes the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:

a) a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;

b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works);

c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Website;

d) your name, mailing address, telephone number and email address;

e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

f) a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to this website should be sent to our designated agent for notice of claims of copyright infringement: General Counsel, Rimidi Diabetes, Inc., 400 Trabert Ave. #8, Atlanta, GA 30309.

Content And Warranty Disclaimer

THE WEBSITE IS PROVIDED BY RIMIDI AND ITS AFFILIATES “AS IS.” NEITHER RIMIDI NOR ITS PARTNERS, SUPPLIERS, OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, ITS CONTENTS, OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE WEBSITE. IN ADDITION, RIMIDI AND ITS PARTNERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE WEBSITE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, RIMIDI DOES NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL RIMIDI BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT RIMIDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF RIMIDI, ARISING FROM OR RELATING TO THE WEBSITE (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G. CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY) IS LIMITED TO $100. RIMIDI ‘S AFFILIATES, PROVIDERS AND PARTNERS HAVE NO LIABILITY WHATSOEVER ARISING FROM THE WEBSITE. In some locations applicable law may not allow certain of the limitations described above, in which case such limitations may not apply to you.

Indemnification

Upon request by us, you agree to defend, indemnify and hold Rimidi and its partners, affiliates, service providers, licensors, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your use of the Diabetes+Me Services; (b) your violation of the Terms of Use; or (c) your violation of any intellectual property or other third party rights or any applicable law in connection with your use of the Diabetes+Me Services. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting and available defenses.

Governing Law and Choice of Forum

These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website or these Terms & Conditions shall be filed only in the state or federal courts located in Fulton County in the State of Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Miscellaneous Terms

In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.

If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions, together with the Subscription Agreement (if applicable), are the entire agreement between you and us relating to the subject matter herein. If you are a subscriber to one of our online subscription offerings or products, in the event of any conflict between these Terms & Conditions and the Subscription Agreement, the Subscription Agreement shall control. These Terms & Conditions may be modified only by our posting of changes to these Terms & Conditions on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes.

We may assign our rights and obligations under these Terms & Conditions. These Terms & Conditions will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms & Conditions, or to exercise any right under the Terms & Conditions, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.