GlycoSphere Terms of Service

1. Service

• System Requirements. Use of the Service and Materials requires one or more compatible devices, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. If you are enrolled in GlycoSphere's Remote Patient Monitoring (RPM) program, certain health data will be automatically transmitted to the Service from FDA-cleared monitoring devices (such as blood pressure cuffs and glucose meters) via Tenovi's cellular network, independent of your Internet connection or mobile device. Because use of the Service and Materials involves hardware, software, and Internet access, your ability to access and use the Service and Materials may be affected by the performance of these factors. High-speed Internet access is recommended. Such system requirements, which may be changed from time to time, are not the responsibility of GlycoSphere.
• Eligibility Requirements. The Service and Materials are offered and available to users who are 18 years of age or older. By using the Service and/or Materials, you represent and warrant that you are of legal age and meet all eligibility requirements.
• Modification or Discontinuation. We may add, modify, or discontinue any feature, functionality, or tool within the Service or Materials, at our own discretion and without further notice.
• Future Features and Functionality. Your access and use of the Service and Materials is not contingent on the delivery of any future release of any functionality or feature. The Service and Materials may update automatically when a new version is available. GlycoSphere reserves the right to determine how and when the Service and Materials are offered.

2. Account Registration and Security

To access the Service and/or Materials, you may be asked to provide certain registration details or other information. You agree to provide information that is correct, current, and complete. All information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose or transfer it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your credentials.

3. Intellectual Property Rights

• Our Intellectual Property. The Service and Materials and their entire contents, graphics, designs, compilations, magnetic translations, digital conversion, features, and functionality, including service marks, trademarks, logos, related technology, and any modifications, enhancements, or derivative works thereof (collectively, "GlycoSphere Materials") are the property of GlycoSphere, its licensors, or other providers of such material, and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. You agree to abide by all applicable copyright and other laws, and to notify GlycoSphere immediately of any claim that the Service and/or any Material infringes any copyright, trademark, or other rights.
• Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any portion of the Service or Materials, including in any service bureau arrangement; (ii) circumvent, disable, or interfere with security-related features; (iii) reverse engineer, decompile, disassemble, decrypt, or attempt to derive source code; (iv) copy, modify, translate, patch, alter, or create derivative works; (v) impose an unreasonable or disproportionately large load on GlycoSphere infrastructure; (vi) interfere with the integrity or proper working of the Service or Materials; (vii) remove, deface, obscure, or alter GlycoSphere's or any third party's identification, attribution, or copyright notices; (viii) use the Service or Materials for competitive purposes; or (ix) encourage or assist any third party to do any of the foregoing. If you breach these Terms, your right to use the Service and Materials will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
• Additional Prohibited Uses. You agree not to use the Service or Materials: (i) in any way that violates applicable federal, state, local, or international law or regulation; (ii) to exploit, harm, or attempt to exploit or harm minors; (iii) to impersonate or attempt to impersonate GlycoSphere, an employee, another user, or any other person or entity; (iv) to send, receive, upload, download, use, or re-use any material that does not comply with these Terms; or (v) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which may harm GlycoSphere or other users or expose them to liability.

4. User Data

• User Data. "User Data" is any data, file attachments, text, images, reports, personal information, location data, or other content uploaded or submitted to or through the Service or Materials by you and processed by us on your behalf, including health and biometric data automatically transmitted from FDA-cleared monitoring devices (such as blood pressure cuffs and glucose meters) via third-party device data networks (including Tenovi) without manual entry. Unless otherwise set forth in an additional agreement, you own all right, title, and interest in and to the User Data. You hereby grant GlycoSphere a worldwide, paid-up, royalty-free, non-exclusive, perpetual, sublicensable, and irrevocable right and license to host, copy, access, process, transmit, and display User Data: (a) to maintain, provide, and improve the Service and Materials and perform under these Terms; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation of violation of these Terms; (d) to comply with a valid legal subpoena, request, or other lawful process; and (e) at your direction or as permitted in writing by you.
• De-Identified Data. You grant GlycoSphere a worldwide, paid-up, royalty-free, non-exclusive, perpetual, sublicensable, and irrevocable right and license to de-identify User Data and to use, copy, process, analyze, reproduce, display, perform, transfer, distribute, and sublicense the de-identified data set and derivative works. Subject to your continuing ownership of the User Data, GlycoSphere shall own all de-identified data sets and all products, solutions, and services it creates using the data sets.
• User Data Compliance. You represent and warrant that (i) you have all rights, licenses, consents, and authority necessary to grant the rights granted herein; and (ii) the User Data, your use of it, and our use of it under these Terms do not infringe any third-party rights, violate any applicable law, or breach any policy or terms governing the User Data.
• Sensitive/Personal Information. You agree not to use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., PCI-DSS, GLBA, HIPAA, and similar data protection laws) except as expressly contemplated by these Terms. Notwithstanding the foregoing, GlycoSphere expressly collects, receives, stores, and processes health-related information, including blood pressure, blood glucose, and other physiological readings automatically transmitted from FDA-cleared RPM devices via Tenovi's cellular network, as a core function of the Service. Such health data is collected pursuant to your signed RPM Informed Consent and is governed by GlycoSphere's HIPAA Privacy and Security Policies, the applicable Business Associate Agreement, and our Privacy Policy.
• Feedback. The Service and/or Materials may contain interactive features that allow you to post content or materials (collectively, "Feedback"). Any Feedback you post will be considered non-confidential and non-proprietary. By providing Feedback, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

5. Copyright Infringement

If you believe any content made available via the Service and/or contained in the Materials violates your copyright, please provide GlycoSphere with the following:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material you claim is infringing is located on the Service and/or Materials;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

It is the policy of GlycoSphere to terminate user accounts of repeat infringers. Our copyright agent can be reached by directing an email to the legal team at fmuoka2001@gmail.com.

6. Reliance on Information Posted

The information presented through the Service and included in the Materials is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of any of its contents.

7. Third-Party Products and Services

The Service and Materials may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and opinions expressed in these materials are solely those of the person or entity providing them and do not necessarily reflect the opinion of GlycoSphere. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

8. Information About You and Your Use of the Service

All information we collect via the Service and/or Materials is subject to our Privacy Policy provided at https://www.glycosphere.app/privacy. By using the Service and/or Materials, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

9. Links from Materials

If the Service and/or Materials contain links to other sites and resources provided by third parties (including links in advertisements), these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you access third-party materials linked from our Service and/or Materials, you do so at your own risk and subject to the terms and conditions of those materials.

10. Confidentiality

• Definition. In the course of providing access to the Service and Materials, each party may make available to the other information that is not generally known to the public and at the time of disclosure is identified as, or should reasonably be understood to be, proprietary or confidential ("Confidential Information"). Confidential Information specifically includes, but is not limited to, the Service, any order forms or additional agreements, User Data, business plans, product plans and roadmaps, strategies, forecasts, financial information and fee structures, business processes, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully received from a third party under no obligation of confidentiality.
• Protection of Confidential Information. Except as otherwise permitted under these Terms, with prior written consent of the disclosing party, or as required by law, the receiving party will not disclose Confidential Information to any third party. The receiving party will use at least a reasonable degree of care. The receiving party may disclose Confidential Information to employees, affiliates, consultants, subcontractors, agents, or advisors with a strict need to access it and who are obligated to maintain its confidentiality on terms at least as protective as those in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction, subject to written non-disclosure obligations.

11. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service and Materials will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Materials for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE AND/OR MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICE, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICE AND MATERIALS AND ALL CONTENT PROVIDED THEREIN, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR WEBSITE, IS AT YOUR OWN RISK. THE SERVICE, MATERIALS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GLYCOSPHERE NOR ANY PERSON ASSOCIATED WITH GLYCOSPHERE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR MATERIALS.

TO THE FULLEST EXTENT PROVIDED BY LAW, GLYCOSPHERE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless GlycoSphere, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service and/or Materials, including, but not limited to, your User Data, Feedback, and any use of the Service's and/or Materials' content, services, and products other than as expressly authorized in these Terms.

13. Limitation on Liability

• TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF GLYCOSPHERE AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO GLYCOSPHERE IN THE LAST 12 MONTHS FROM THE DATE THE LIABILITY AROSE.
• TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL GLYCOSPHERE OR ITS AFFILIATES HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
• Export Compliance. The Service and/or Materials may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You shall not access or use any Service and/or Materials in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

14. Miscellaneous

• Governing Law and Jurisdiction. All matters relating to the Service, Materials, or these Terms, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding shall be instituted exclusively in the federal and state courts located in Atlanta, Georgia.
• Arbitration. At our sole discretion, we may require you to submit any disputes arising from these Terms or use of the Service and/or Materials to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
• Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
• Notice. GlycoSphere may give general notices applicable to the Service and/or Materials by email, text, in-app notifications, or by posting them on the Materials or through the Service, and such electronic notices shall be deemed to satisfy any legal requirement that such notices be in writing. Notices to GlycoSphere must be sent to fmuoka2001@gmail.com.
• Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms.
• Force Majeure. GlycoSphere shall not be liable for delayed or inadequate performance to the extent caused by a condition beyond GlycoSphere's reasonable control, including civil disturbance, acts of terrorism or war, labor conditions, governmental actions, pandemics and epidemics, interruption or failure of the Internet or any utility service, failures of third-party hosting services, and denial-of-service attacks (each, a "Force Majeure Event").
• Modifications. GlycoSphere may revise these Terms from time to time by posting the modified version on its Materials or via the Service. By continuing to access or use the Service and/or Materials after the posted effective date, you agree to be bound by the revised version.
• Interpretation. The language of these Terms shall be interpreted as to its fair meaning and not strictly for or against either party.
• Waiver and Severability. No waiver by GlycoSphere of any term shall be deemed a further or continuing waiver. If any provision is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, it shall be eliminated or limited to the minimum extent such that the remaining provisions continue in full force and effect.