Website Terms of Use

These Terms of Use govern your use of and access to the Dimer Health website available at [www.dimerhealth.com], and any other products or access to services provided by Dimer Health through the website (together, the “Website”). By using or accessing the Website, you are agreeing to these Terms of Use.

The Website is not intended for medical emergencies or urgent situations.

IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.

These Terms of Use are subject to change by Dimer Health (also referred to herein as “we” or “us”), at any time in its sole discretion. Please consult these Terms of Use regularly. If you do not agree to all these Terms of Use, please do not use the Website. These Terms of Use apply to the use of the Website and any account provided therewith.

Privacy Policy

Your privacy is important to us. Please review our Privacy Policy , which describes our collection, storage, use, disclosure, and transfer of information about users of the Website. The Privacy Policy is expressly incorporated herein by reference and made a part of these Terms of Use.

Materials

This Website may contain text, images, software (including images or files incorporated in or generated by the software or data accompanying such software), photographs, video, graphics, audio, features, data, designs, computer programs, source and object code, documentation, illustrations, animations, databases, logos, domain names, trade names, trade identities, and similar content (collectively, “Materials”).

Unless otherwise expressly identified, Materials are owned by us or by our third-party licensors. Materials may be protected by United States and international copyright, trademark, patient, trade secret and other laws. As between you and Dimer Health, Dimer Health owns and retains all rights in the Materials and the Website. Except as expressly permitted by Dimer Health, you may not modify, copy, reproduce, republish, upload, post, transmit, hyperlink to or from, or distribute in any way Materials, including underlying code and software, nor may you sell, transfer, or otherwise use the Website or Materials in commerce or for any public or commercial endeavor without our prior and express written consent. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights of Dimer Health, whether by estoppel, implication, or otherwise. We may make changes to Materials at any time and make available to you any material changes no later than the date the changes take effect.

Accounts

In order to access, use, or otherwise provide information to the Website, you may be asked to create an account and provide certain registration details or other information, as further detailed in our Privacy Policy. You agree that you will not use the Website or create an account unless you are at least 18 years of age. You further agree that you will not distribute your login credentials to any other person or authorize the use of your account by any other person, who is not legally authorized to act on your behalf, and that you will not solicit, collect, or use the login credentials of other users. You agree that you will not transfer, sub-license, sell, or assign your rights in your account to any other person. Any unauthorized use of your account by any third party is subject to these Terms of Use as though you were using the account.

At all times, your account will be governed by the current version of these Terms of Use, including any revisions made thereto since your last use of your account, provided that such changes are made available to you in accordance with these Terms of Use.

Dimer Health reserves the right to terminate your account or restrict or refuse access to your account or the Website, or to delete any content posted or uploaded through your account in accordance with these Terms of Use. If your account is terminated or otherwise deactivated, whether by Dimer Health, yourself, or anyone else, your data and Content (defined below) will no longer be accessible through your account, but that data and Content may persist and appear within the Website. Nevertheless, unless otherwise required by law, Dimer Health has no obligation to retain any data or Content associated with your account following termination or deactivation of the account.

User Content and Responsibilities

You are required to comply with all applicable federal, state, and local laws in connection with your use of the Website. As a condition of your use of the Website, you agree that you will not use the Website or any Materials for any purpose that is unlawful or prohibited by these Terms of Use. You agree that you will only provide information in connection with any and all other uses of the Website that is, to the best of Your knowledge, true and accurate, identifies only you, and is not false, misleading, or otherwise an impersonation of any person or entity.

You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you submit, post, transmit, or display on or through the Website. Dimer Health shall not share, disclose, or reproduce Your User Content except as reasonably necessary to provide medical or health advice to You.

In addition, you agree not to, without limitation, upload, post, submit, publish, transmit, or display in connection with the Website, any information or material that:

• violates any law;
• you do not own or have the right to post, including proprietary material of any third party, on related to the Website;
• breaches any agreement with any other person or entity;
• infringes any intellectual property or other right of any entity or person, including violating anyone's patent, copyright, trademark, trade secret, right of privacy, right of publicity, or moral rights;
• does not pertain directly to the Website;
• advocates illegal activity or conveys an intent to commit an illegal act;
• threatens or abuses others, libels, defames, invades privacy, stalks, bullies, is false, discriminatory, racist, hateful, abusive, harassing, or offensive, or otherwise injurious or objectionable;
• is violent, nude, partially nude, vulgar, obscene, pornographic, sexually suggestive, or indecent;
• impersonates or spoofs someone else's identity, or misrepresents your connection to any other entity or person or otherwise forges or manipulates headers or identifiers (including URLs) to disguise the origin of the Content;
• seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
• includes programs which contain viruses, worms, spyware, malware, and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
• advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods, funds, advertisers, sponsors, or services), except as may be specifically authorized on the Website;
• negatively disrupts or impacts how any page is rendered or displayed in a user's browser or device or affects the ability of other people to engage in real time activities via the Website;
• constitutes spam or other unsolicited communications;
• contains hyperlinks to other sites that contain content that falls within the descriptions set forth above; or
• disobeys any policy or regulation established from time to time regarding use of the Website or any networks related to the Website.

Medical Information

The Website may convey general information related to medical conditions, their research, testing, and treatment, and other health care topics. Any such information is provided for informational purposes only. The receipt of any User Content does not create a professional relationship between you and Dimer Health. THE WEBSITE SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR QUALIFIED MEDICAL ADVICE OR CONSULTATION WITH A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL. You should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment.

Linking and Third Parties

The Website or communications you receive from the Website may contain links to third-party websites, applications, or features (together, the “Third Party Applications”). In addition, the Website may permit interactions between the Website and Third-Party Applications. Dimer Health does not control any of these Third Party Applications or any of their content. The inclusion of any link to Third Party Applications does not necessarily imply Dimer Health's endorsement of or affiliation with that third party. You acknowledge and agree that Dimer Health has no responsibility or liability for any such Third-Party Applications. Your correspondence and dealings with third parties found through the Website are solely between you and the third party. By using such Third Party Applications, you acknowledge and agree that: where it is beyond Dimer Health's reasonable control, your use of Third Party Applications may cause personal information to be publicly disclosed and/or associated with you even if Dimer Health itself has not provided such information; and your use of Third Party Applications is at your own option and risk, and you will hold Dimer Health harmless for activity related to the Third Party Applications.

Payment

All payments made are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all taxes, levies, or duties associated with any purchases hereunder, excluding only United States (federal or state) income taxes.

Disclaimer

Your use of the Website is at your own risk (including but not limited to any damage to your computer system, loss of data, damage resulting from reliance on the Website, or other damages that result from obtaining any content from the Website including computer viruses). To the extent permitted by law, Dimer Health, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors (collectively, the “Affiliated Parties”) provide the Website, “as available,” and “with all faults,” without warranty of any kind, and specifically disclaim all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration, and freedom from computer viruses.

No information provided via the Website, or by the Affiliated Parties, shall create any warranty, the Affiliated Parties make no warranty, representation, covenant, or guarantee whatsoever, express or implied, specifically: (I) as to the value, quality, timeliness, usefulness, reliability, security, suitability, accuracy, truthfulness, or completeness of the Website; (II) that the Website or the Materials will meet your needs or expectations; (III) that the Website will operate uninterrupted or error-free; (IV) as to the quality or value of any of Dimer Health's applications, content, information, or other material you purchase or obtain via the Website; (V) as to the availability of electronic or telecommunication applications and access to the electronic or telecommunication applications at any time or from any location, any loss, and any disclosure of information to third parties or failure to transmit any data, communications, or settings connected with the electronic or telecommunication applications; or (VI) that any errors pertaining to the Website will be corrected.

You acknowledge that your use of the Website is at your sole risk except for your damages resulting from the Affiliated Parties' unauthorized use of user content or their illegal acts. By accessing or using the Website you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Website.

The Affiliated Parties do not endorse user content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive, or otherwise), injury, claim, liability, or other cause of any kind or character based upon or resulting from any user content.

Limitation on Liability

Except as provided herein, under no circumstances will the Affiliated Parties be liable to you for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) the Website; (b) the Materials; (c) user content; (d) your use of, inability to use, or the performance of the Website; (e) any action taken in connection with an investigation by the Affiliated Parties or law enforcement authorities regarding your or any other party's use of the Website; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the operation of the Website; or (h) any damage to any user's computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction. In no event will the Affiliated Parties be liable to you or anyone else for loss, damage or injury, including, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you, as applicable. Notwithstanding the foregoing or anything else seemingly to the contrary in these terms of use, the Affiliated Parties' do not disclaim or limit their liability for damages resulting from their unauthorized use or disclosure of user content or from the negligent provision of the Website by the Affiliated Parties.

You agree that in the event you incur any damages, losses or injuries that arise out of Dimer Health's acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, service, property, product or other content owned or controlled by the Affiliated Parties, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any website, property, product, service, or content owned or controlled by the Affiliated Parties.

Dimer Health is not responsible for the actions, content, information, or data of third parties, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.

Dimer Health reserves the right, at any time, in Dimer Health's sole and exclusive discretion, to amend, modify, suspend, or terminate the Website, Materials, or User Content, or any part thereof, and/or your use of or access to them, with or without notice, provided that Dimer Health shall notify You of material changes to the Terms of Use no later than the date that the changes take effect. Dimer Health shall have no liability to you or any other person or entity for any modification, suspension, or termination, or any loss of related information.

You acknowledge and agree that Dimer Health is not a backup service and you are solely responsible for User Content backup and storage. The Affiliated Parties will not be liable to you for any modification, suspension, or discontinuation, of the Website, or the loss of any User Content. You further acknowledge that the Internet may be subject to security breaches, and as such, submission of User Content or other information may not be secure. You agree to accept sole and exclusive responsibility (as between Dimer Health and you) for adequate protection of your data and/or devices and equipment used in connection with the Website, though the aforementioned shall not disclaim or limit Dimer Health's responsibility or liability for its use or disclosure of Your User Content except as authorized by these Terms of Use.

Indemnification

You (and any third party on whose behalf you operate an account or activity on the Website) agree to indemnify, defend, and hold harmless the Affiliated Parties from any claims, liabilities, damages, losses, costs, and/or expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with your violation of these Terms of Use, including the following (whether resulting from your activities on the Website or those conducted on your behalf): (I) your User Content or your access to or use of the Website, so long as the harm does not result from the unauthorized use or disclosure of such Content by the Affiliated Parties; (II) your breach or alleged breach of these Terms of Use; (III) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; (IV) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authority, or (V) any misrepresentation made by you. You agree that except as provided below, the Affiliated Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify, defend, and hold harmless any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Affiliated Parties in connection therewith. You also agree to indemnify, defend, and hold harmless the Affiliated Parties from and against any claims brought by third parties arising out of your improper or unauthorized use of the Website, your violation of these Terms of Use, or the infringement by you or made under your account, of any intellectual property or other right of any person or entity. You agree to reasonably cooperate as fully required by Dimer Health in the defense of any claim. The Affiliated Parties reserve the right to assume exclusive control of its defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify the Affiliated Parties. You shall not settle any dispute subject to your indemnification under these Terms of Use without written consent from Dimer Health. You will not settle any claim without the prior written consent of Dimer Health. Notwithstanding the foregoing, the Affiliated Parties shall defend and indemnify you from and against any and all claims, losses, damages, liability, obligations and expenses (including reasonable attorneys' fees) resulting from Dimer Health's illegal acts or omissions or gross negligence.

Dispute Resolution

Any controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be Your State of residence, and the language of the arbitration shall be English. You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator as set forth below.

The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney's fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law.

You agree that any claim you may have arising out of or related to your relationship with Dimer Health must be brought within one year after such claim arose.

Intellectual Property Claims

If you believe that your other intellectual property or publicity rights have been infringed in any way by the Website, please provide a detailed description of the alleged infringement for further investigation via e-mail to www.dimerhealth.com. Dimer Health's receiving, investigating, or responding to your e-mail shall not constitute Dimer Health's agreement or verification of your claim(s) nor any admission of liability therefor. Dimer Health makes no commitment, covenant, promise, warranty, representation, or guarantee that it will receive, review, investigate, or respond to your claim within any particular time.

Consent to Communications

By providing us with your contact information and using the Website, you agree to receive communications, including via e-mail, text messages, and phone calls from or on behalf of Dimer Health at the e-mail address or telephone number (including mobile number) you provided. Please read our Privacy Policy, as applicable, to learn more about our communications practices and your rights related to restricted communications. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any applicable legal communication requirements, including that those communications be in writing.

Governing Law

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. The United Nations Convention for the International Sale of Goods is excluded and shall not apply.

No Third-Party Rights

Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Dimer Health, and our successors and assigns. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you and Dimer Health and our successors and assigns, nor shall any provision give any third parties any right of subrogation or action over against you, Dimer Health, and our successors and assigns.

Force Majeure

Neither party shall be deemed to be in breach of these terms or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond the party's reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.

Entire Agreement

These Terms of Use, the Notice of Privacy Practices and the Privacy Policy constitute the entire agreement between you and Dimer Health and supersede all previous written or oral agreements. Dimer Health’s failure to exercise or enforce any right or provision of these Terms of Use shall not be deemed a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, illegal, or unenforceable under any applicable statute or rule of law, it is, to the extent necessary, deemed modified in order to comply with applicable law, and the remaining provisions shall not be affected in any way. You may not assign this agreement to anyone else, and any attempt by you to assign shall be void.

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