Updated: August 5, 2022
These Terms of Service ("Terms" or "Agreement") govern your access to, and use of, any sites, applications ("Mobile App"), Web Portal, software, and services accessible on or domains owned by Wellness Coaches USA, LLC d/b/a Ramp Health, including its affiliates and subsidiaries ("Ramp Health") (each, a "Site" and collectively the "Sites") and any other electronic or digital products made available by Ramp Health that link to this Agreement (collectively, our "Services"). Please read these Terms carefully.
The term "you" and "Ramp Health User", as used in these Terms, means any person or legal entity who accesses or uses the Services and any person or legal entity who creates an Account to participate in programs or offerings of Ramp Health, including, but not limited to, (1) wellness assessments and programming; (2) onsite and virtual health coaching; (3) dietitian and nutrition counseling; (4) smoking cessation counseling and programs; (5) biometric screenings; (6) vaccine verification; (7) remote test proctoring and specimen collection; (8) primary care services; and (9) care navigation services (individually, a "Solution", collectively "Solutions"). The term "Ramp Health Partner", as used in these Terms, means any individual or legal entity that uses the Solutions or accesses the Services or any person or legal entity who creates an Account for the Services to facilitate or manage access for Ramp Health Users.
These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action and waiver of punitive damages under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS THROUGH THE SITES OR APP STORE, OR BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES.
BY ACCEPTING THESE TERMS THROUGH THE WEB PORTAL, APP STORE, OR BY ACCESSING AND USING THE SERVICES, YOU AUTHORIZE RAMP HEALTH TO PROVIDE THE SOLUTION(S) FOR WHICH YOU ARE ASSIGNED OR ENROLLED, AND CONSENT TO THE PROVISIONING OF SUCH SOLUTIONS BY RAMP HEALTH AND ITS LICENSED PROFESSIONALS AND/OR NON-LICENSED STAFF, AS APPLICABLE TO THE PARTICULAR SOLUTION. YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE RISKS ASSOCIATED WITH THE SERVICES AND SOLUTIONS, AND THE SERVICES' AND SOLUTIONS' LIMITATIONS AS PROVIDED IN SECTION 4 ("AGREED USAGE AND LIMITATIONS OF SERVICES") OF THESE TERMS.
SECTIONS 1 THROUGH 5 INCLUDE IMPORTANT DISCLOSURES, RESTRICTIONS, REQUIREMENTS, AND/OR LIMITATIONS OF THE SERVICES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
SECTION 11 "DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER/WAIVER OF PUNITIVE DAMAGES" CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.These Terms require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation. Please follow the instructions in the Dispute Resolution and Arbitration Section (Section 11) below if you wish to opt out of this provision. If you are a Ramp Health User in the European Economic Area ("EEA"), or any other country that does not allow such arbitration agreement, Section 11 does not apply to you.
(a) Eligibility. You may use the Services only if you (i) have the legal capacity to form a binding contract with Ramp Health; (ii) you accept these Terms through the Site or Mobile App, or by accessing or using the Services; and (iii) are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Only individuals aged 13 and older are permitted to be Ramp Health Users. Under certain circumstances, your health care provider, health plan, employer, or other Ramp Health Partner will provide you with notification that you are eligible to participate in the Service as an Ramp Health User. To become an Ramp Health User, you are required to register for the Services and provide certain information about yourself (See Section 2). We will validate your entitlement to receive the Services and establish an Ramp Health User account on your behalf which you will thereafter use to access and use the Services. All information we collect about you in connection with the Services is subject to our then current Privacy Policy.
(b) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, Ramp Health may, subject to agreements with Ramp Health Partners, (i) suspend or terminate your rights to access or use the Services (including your Account, if any), or (ii) terminate these Terms with respect to you if Ramp Health, in good faith, believes that you have used or accessed the Services in violation of these Terms, including any incorporated guidelines, terms or rules.
If you were provided access to the Services as a result of participation in a health plan or because of an agreement between WCUSA and your employer or health care provider, termination of the agreement between WCUSA and the plan provider (or employer or health care provider if applicable) will also terminate your right to use the Services unless you agree to assume financial responsibility for the Services and Solutions and WCUSA accepts such assumption. Upon termination, you will no longer have access to the Solutions, Services, or other Content provided through the Services. In addition to termination, WCUSA reserves the right to pursue any and all remedies available to it in the event of such a breach or conduct. Upon any termination, you will have the opportunity for a period of 90 days to retrieve any of your data (and our obligations are only to use commercially reasonable efforts to retrieve such data, subject to any standard fees we may charge for our time in retrieving your specific data). To retrieve your data please send an email to support@ramphealth.com. We will store any protected health information or personal information as required by applicable law.
(c) Effect of Termination. Upon termination of these Terms, your right to use the Services will automatically terminate. You understand that any termination of your right to use the Services may involve permanent deletion of your Account. Ramp Health will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account, loss of access to your data 90 days after termination, or User Submissions. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
(a) Your Account. Ramp Health Users must register for an account through the Mobile App or Web Portal. To use certain Services, you must appropriately register and provide certain information about yourself or the entity that you represent, as prompted by the applicable registration form ("Registration Data"). By registering for an Account, you represent and warrant that: (i) all required Registration Data that you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are responsible for maintaining the confidentiality of your Account login information and any User Submission (defined below); (iv) you are fully responsible for all activities that occur under your Account; and (iii) your use of the Services will not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You agree to immediately notify Ramp Health of any unauthorized use or suspected unauthorized use of your Account, or any other breach of security. Ramp Health is not liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for paying all costs related to the transmission of data required to use the Services (downloading, installing, launching, and using). Ramp Health shall not be liable for fees charged by third parties.
(b) You may delete the Mobile App for any reason. We may suspend or terminate your Account in accordance with Section 1. We may use and share your Registration Data in order to provide you with our Services and as described in our use of your Registration Data and certain other information about you are governed by our Privacy Policy.
(a) Access and Use. Subject to these Terms, Ramp Health grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) participating in one or more Solution(s), or (iii) use or otherwise access the Services as explicitly permitted by these Terms (the "Permitted Purpose").
(b) Ramp Health-provided interface to Third-Party Products and Services. To facilitate the Services, Ramp Health requires you to link or provide us sufficient information for us to send certain information through the Services and Mobile App to one or more third-party services, including fitness tracker services, telehealth services and meal plan services ("Third-Party Services"). This may require your explicit consent and authorization. Once your consent is given for a particular Third-Party Service and you provide the Third-Party Service username, you agree that Ramp Health may exchange information and control data regarding you, your Services, and User Submissions, including your personal information, in order to enable the interface that you have authorized. Once this information is shared with the particular Third-Party Service, its use will be governed by the third party's privacy policy and terms of use and not by Ramp Health's privacy documentation or these Terms. You acknowledge and agree that Ramp Health makes no representation or warranty about the quality or safety of any Third-Party Services or the interface with Services. Accordingly, Ramp Health is not responsible for your use of Third-Party Service, including violation of Third-Party Services terms of use or community guidelines, any personal injury, death, property damage, or other harm or losses arising from or relating to your use of any Third-Party Services.
(c) Ramp Health Healthcare Services. Participating in one or more of the voluntary healthcare provider Solutions that may be available through the Services may come with associated costs to you should you opt into services beyond those covered under the program. Those who choose to participate must have a qualifying insurance plan to cover the cost or agree to the self-pay model as outlined by Ramp Health. Costs for Ramp Health healthcare provider services will not be covered by the enterprise in which the service became available unless otherwise specified. As a trusted healthcare provider, Ramp Health is not at liberty to deny services to those who wish to cover some or all of the cost of the service through self-pay or insurance claims, even if the enterprise to which this service became available, has agreed to cover the cost. Individual information and method of payment will remain confidential as one-on-one nutrition counseling is a HIPAA protected service. Utilization of Ramp Health healthcare services is not limited to those made available by within the Services. Participants may utilize services delivered by Ramp Health healthcare providers so long as they qualify and/or can provide a method of payment.
(d) Content and User Submissions. Certain materials may be displayed or performed in connection with the Services (including, but not limited to, text, HTML/CSS, Javascript, graphics, articles, photographs, voice and sound recordings, video, images and illustrations, as well as all other materials included in the Solutions (collectively, "Content"). The Content also includes information that you submit through the Services to participate in Solutions ("User Submissions"). Subject to our Privacy Policy, we may use the Content to provide, maintain and improve the Services. User Submissions will be visible to Ramp Health Partners and on Third-Party Services, as described in the Privacy Policy. You are solely responsible for all User Submissions that you upload, post, transmit or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services or Solutions. You represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it, and will comply with all Third-Party Services Terms of Use. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. Subject to applicable laws, Ramp Health reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all. Without limiting the foregoing, Ramp Health may remove Content from your Account at any time and in its sole discretion, and Ramp Health makes no guarantee as to the availability of any Content.
(e) Consent to receive text messages from Ramp Health.
(1) Consent. If you consent to receive automated transactional text messages from Ramp Health, these messages will be sent to the telephone number provided during the time of your opt-in. You agree that one of Ramp Health's important methods of communication with you about updates, alerts, and information about your interaction with the Services is by text message. Text message frequency varies based on your use of the Services and interaction with Ramp Health. Message and data rates may apply. You agree that Ramp Health and any third-party provider of text messaging services are not liable to you for violations of the Telephone Consumer Protection Act of 1991, or any related rules, regulations, or FCC Orders.
(2) Ramp Health Opt-Out and Assistance. To opt-out of any future text messages, reply "STOP" to stop receiving text messages from Ramp Health and others texting on our behalf. For further assistance, reply to any text message from us with the word "HELP" or email us at . Please review our Privacy Policy to learn more about Ramp Health privacy practices. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out.
(3) Update Mobile Telephone Number. You agree to provide Ramp Health with a valid mobile number. Ramp Health User agrees to promptly update your mobile telephone number upon any change or deactivation of your telephone number and to opt-out of receiving text message communications using your previous phone number before changing your telephone number applicable to the Services. To the extent permitted by applicable law, Ramp Health User agrees that Ramp Health will not be liable for failed, delayed, or misdirected delivery of any information sent through the text message program, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
(f) Ownership. Excluding any User Submissions (defined above) that you may provide and copyrights, patents, trademarks, and trade secrets held and protected by you, Ramp Health Partner, or a third party, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its Contents are owned by Ramp Health. Neither this Agreement, nor your access to the Services, transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 3. Ramp Health and its subsidiaries or parent company, service providers, and affiliates, reserve all rights not expressly granted in this Agreement. There are no implied licenses granted under this Agreement.
(g) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interfaces that are provided by Ramp Health; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services. Any future release, update or other addition to functionality of the Services shall be subject to these Terms.
(h) Open Source. Certain items of independent, third-party code may be included in the Services that are subject to the GNU General Public License ("GPL") or other open-source licenses ("Open-Source Software"). The Open-Source Software is licensed under the terms of the license that accompanies such Open-Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for such Open-Source Software. In particular, nothing in these Terms restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.
(i) Privacy. Please review Section 4(h) below, and the Privacy Policy for Ramp Health Services. These documents describe practices regarding the information that you or Ramp Health may collect from users of the Services, including any Content or User Submissions.
(j) Security. Ramp Health cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, Ramp Health cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(k) Modification. Ramp Health reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice to you at our sole discretion. You agree that Ramp Health will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof.
(l) Fees. For individual users not provided access through a Ramp Health Partner, Services fees for the Term will be paid in accordance with documentation provided at the time you sign up for the Solution. You acknowledge that access to the Services and Solutions many be suspended until payment is received in full. All Service Fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services and Solutions, excluding any taxes based on the Ramp Health's net income. For Services paid by insurance, you will be responsible for any deductible, co-insurance, co-pay or any service(s) deemed a "non-covered benefit" by your insurance carrier at the time the Services were rendered to you. For information on how Ramp Health handles payment information please see our Privacy Policy.
(a) Intended Use of Services. The Services are intended to be accessed and used for non-time-critical purposes. While we use reasonable efforts to include accurate and up-to-date information in the Services, we do not make warranties or representations to the accuracy of the information as such information is subject to frequent revisions. Ramp Health assumes no liability or responsibility for any errors or omissions in the Content of the Services. The information presented through self-guided Content such as videos, articles, trainings and other materials provided by the Solutions are general guidelines and recommendations only. Content should not be substituted for medical care or advice provided by a healthcare professional, as applicable. We encourage you to consult your healthcare provider before commencing the Solutions, which may include changes to your activity level, smoking pattern, and/or diet, among other things. You understand that individual users' experience and results will vary and Ramp Health cannot guarantee that you will achieve your health goals.
(c) FOR PURPOSES OF WELLNESS ASSESSMENTS & PROGRAMMING, ONSITE & VIRTUAL HEALTH COACHING, SMOKING CESSATION COUNSELING & PROGRAMS, BIOMETRIC SCREENINGS (PERFORMED BY WELLNESS STAFF), VACCINE VERIFICATION, REMOTE TEST PROCTORING AND SPECIMEN COLLECTION (PERFORMED BY WELLNESS STAFF) AND CARE NAVIGATION SERVICES (PERFORMED BY WELLNESS STAFF) ("NON-CLINICAL SERVICES"), I UNDERSTAND THAT SUCH SERVICES AND SOLUTIONS DO NOT INCLUDE THE PROVISION OF HEALTH CARE OR ADVICE BY RAMP HEALTH. RAMP HEALTH WELLNESS STAFF ARE NOT ACTING IN A HEALTH CARE PROFESSIONAL CAPACITY, AND NO PROFESSIONAL-PATIENT RELATIONSHIP IS ESTABLISHED BETWEEN YOU AND ANY WELLNESS STAFF. RAMP HEALTH WELLNESS STAFF DO NOT PROVIDE ANY MEDICAL OR CLINICAL SERVICES, AND DO NOT DIAGNOSE, TREAT OR MANAGE ANY ILLNESS, DISEASE OR CONDITION OR HOLD THEMSELVES OUT AS BEING ABLE TO DO SO. WELLNESS STAFF DO NOT HAVE EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL, NUTRITIONAL OR PSYCHOLOGICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY, OR MAKE ANY HEALTH CARE DECISIONS BASED ON INFORMATION YOU RECEIVED THROUGH THE NON-CLINICAL SERVICES WITHOUT FIRST CONSULTING A LICENSED HEALTH CARE PROVIDER. CONSULTATION WITH OUR WELLNESS STAFF IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER LICENSED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY OUR WELLNESS STAFF IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE OR TREATMENT ALWAYS SHOULD BE DIRECTED TO YOUR HEALTH CARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL OR HEALTH CARE ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICES. ALWAYS CONSULT WITH YOUR HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. RAMP HEALTH AND ITS WELLNESS PROFESSIONALS AND WELLNESS STAFF DO NOT PROVIDE EMERGENCY SERVICES. THE SERVICES AND SOLUTIONS DO NOT INCLUDE EMERGENCY, TIME SENSITIVE OR URGENT, REMOTE OR CRITICAL CARE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.
(d) If signed up for Solutions through the Services, Ramp Health will match you with a Wellness Professional, a Wellness Staff member, or health care provider who will consult with you via telephone, video conference, chat, email or other online tools. We strive to maintain the client-Wellness Professional/Staff and client-health care provider relationship throughout your use of the Services/Solutions, but reserve the right to change your Wellness Professional, Wellness Staff member, and/or health care provider at any time. Our Wellness Professionals and Wellness Staff provide you with peer-to-peer support, encouragement, accountability and practical tips to help overcome barriers to meeting your health goals.
(e) Reliability of Services. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond Ramp Health's control, including Wi-Fi intermittency, service provider uptime, mobile notifications and operators, among others. You acknowledge these limitations and agree that Ramp Health is not responsible for any damages allegedly caused by the failure or delay of the Services. You acknowledge that the Services are not error-free or 100% reliable and 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through Wi-Fi networks, enabled wireless device (such as a phone or tablet) and broadband internet access, or cellular service, for which neither Ramp Health nor any wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, "Service Interruptions"). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption.
(f) Service Interruptions; no refund or rebate. The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Ramp Health does not offer any specific uptime guarantee for the Services.
(g) Outages. In the event of any Service Interruptions to your home's Wi-Fi network or internet connection, the Services may be unreliable or unavailable for the duration of the Service Interruption. Further, features and functionalities of the Services may be unavailable on your Mobile App for the duration of the Service Interruption.
(h) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom (or from whose account) such Content originated and Ramp Health will not be liable for any errors or omissions in any Content, subject to applicable law. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content, or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.
(i) You warrant, represent and agree that you will not contribute any Content, User Submissions, or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, misleading, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of Ramp Health; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) jeopardizes the security of your Ramp Health Account or anyone else's Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs maillist, listserv or any form of auto-responder or "spam" on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (xii) denigrates or disrupts any network capacity or functionality.
(j) Privacy. For more information on how we process personal information when you set up an Account, interact with us, or use our Services, see the Privacy Policy. You agree that you are responsible for ensuring that you comply with any applicable laws when you use the Services.
Ramp Health's Mobile App, Web Portal, and email are encrypted. By agreeing to this Consent, you agree that Ramp Health shall not be held responsible for any breach of confidential information if you communicate confidential or private information via unencrypted email, text, or phone messages.
(k) Acceptable Use Policy. Ramp Health User shall not create User Submissions that contain: (1) objectionable, violent, or illegal content, as determined by the Ramp Health's sole discretion; (2) includes copyrighted or trademarked content you do not have the rights to include in such User Submission; or (3) culturally insensitive content. In the event that your User Submissions contain such prohibited content, Ramp Health reserves the right to terminate your Account and access and use of the Ramp Health platform at our sole discretion.
(a) General. The Services rely on or inter-operate with third-party services. These third-party services are beyond Ramp Health's control, but their operation may impact on, or be impacted by, the use and reliability of the Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party service providers, (ii) these third-party services may not operate in a reliable manner 100% of the time and they may impact on the way that the Services operate, and (iii) Ramp Health is not responsible for damages and losses due to the operation of these third-party services.
(b) Equipment, ISP and Operator. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, Wi-Fi network, Bluetooth connection and other related equipment ("Equipment"), (ii) your Internet service provider ("ISP") and (iii) your mobile device operator ("Operator"). You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.
(c) App Stores. You acknowledge and agree that the availability of the Mobile App is dependent on the third-party websites from which you download the Mobile App, e.g., the Google Play Store from Google or the App Store from Apple (each an "App Store"). You acknowledge that these Terms are between you and Ramp Health and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it (see below). You agree to comply with such App Store terms and conditions, and your license to use the Mobile Apps is conditioned upon your compliance with such App Store terms and conditions. To the extent that such other terms and conditions from such App Store are less restrictive than or otherwise conflict with the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
The following terms and conditions apply to you only if you are using the Mobile App from the Apple App Store. You, as an end-user of the Mobile App, acknowledge that this agreement is entered into by and between us and you and not with Apple, Inc., and Apple, Inc. is not responsible for the Mobile App and/or its content. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this Agreement and that Apple, Inc. has the right (and is deemed to have accepted the right) to enforce this Agreement. You acknowledge that Apple, Inc. has no obligation whatsoever to maintain or support the Mobile App. You acknowledge that You have reviewed the Mobile App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). This Agreement incorporates by reference the Licensed Application End User License Agreement (the "LAEULA") published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of this Agreement, the Mobile App is considered the "Licensed Application" as defined in the LAEULA and we are considered the "Application Provider" as defined in the LAEULA. If any terms of this Agreement conflict with the terms of the LAEULA, the terms of this agreement shall control. You further acknowledge and agree that in no event will Apple, Inc. be responsible for any claims relating to the App (including, without limitation, a third party claim that the Mobile App infringes that third party's intellectual property rights) or your use or possession of the Mobile App, including but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge and agree that, to the maximum extent permitted by applicable law, Apple, Inc. will have no warranty obligation whatsoever with respect to the App.
(d) Third-Party Website Links and Referrals. The Mobile App may contain links to websites operated by third parties ("Third-Party Sites") and referrals to third-party vendors ("Referred Vendors"). Such Third-Party Sites and Referred Vendors are not under our control. Ramp Health provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites is at your own risk.
(e) Release Regarding Third Parties. Ramp Health is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third-Party Services, Ramp Health Partners, Third-Party Sites, Referred Vendors, ISP and Operators. Ramp Health hereby disclaims, and you hereby discharge, waive and release Ramp Health and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
(a) Ramp Health Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in the Services (including the Mobile App and Sites) are owned by Ramp Health or its affiliates, licensors or suppliers. Your possession, access to and use of the Services do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Ramp Health, and its affiliates, licensors and suppliers, reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
You may only copy parts of the Services on to your own computer or mobile device and only for your own personal use in connection with your use of the Services. You may not use the Content of the Services in any other public or commercial way, nor may you copy or incorporate any of the Content of the Services into any other work, including your own website, without the written consent of Ramp Health. You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to User Submissions, Ramp Health retains full and complete title to all Content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services, or any content therein. You may not use any part of the Services for any commercial purpose.
(b) Feedback. You may choose to or Ramp Health may invite you to submit comments, suggestions or ideas about the Services, including how to improve the Services ("Ideas"). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place Ramp Health under any fiduciary or other obligation. Ramp Health may use, copy, modify, publish or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Ramp Health does not waive any rights to use similar or related ideas previously known to Ramp Health, developed by its employees or obtained from other sources.
(c) User Submissions. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with the Services. You also hereby do and shall grant to each Ramp Health Partner, a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms and applicable law. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you. For clarity, the foregoing license grant to Ramp Health does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD RAMP HEALTH AND ITS LICENSORS AND SUPPLIERS AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS (COLLECTIVELY, THE "RAMP HEALTH PARTIES") HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE RAMP HEALTH PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE SERVICES; (B) YOUR VIOLATION OF THESE TERMS; (C) ANY USER SUBMISSION OR FEEDBACK YOU PROVIDE; (D) YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE TELEPHONE NUMBER INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED; AND (E) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY, INCLUDING BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "THIRD PARTY ACTIONS"); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE RAMP HEALTH PARTIES' ATTORNEYS' FEES AND COSTS) INCURRED BY ANY OF THE RAMP HEALTH PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE RAMP HEALTH PARTIES, OR MADE BY ANY OF THE RAMP HEALTH PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION ("THIRD PARTY RELATED LOSSES"). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE RAMP HEALTH PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE RAMP HEALTH PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE RAMP HEALTH PARTIES, OR GROSS NEGLIGENCE OF THE RAMP HEALTH PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. "THIRD PARTY" IS DEFINED HEREIN TO INCLUDE, BUT IS NOT LIMITED TO, A SPOUSE, PARTNER, RAMP HEALTH PARTNER, FAMILY MEMBER, GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. RAMP HEALTH reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify RAMP HEALTH, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without RAMP HEALTH's prior written consent. RAMP HEALTH will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
(a) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, "AS IS" AND "AS AVAILABLE", AND RAMP HEALTH, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
(b) RAMP HEALTH, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RAMP HEALTH OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
(c) RAMP HEALTH DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY AN RAMP HEALTH PARTNER OR THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE.
(d) RAMP HEALTH MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND RAMP HEALTH WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. RAMP HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
(e) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING PERIPHERALS THAT MAY BE USED IN CONNECTION WITH THE SERVICES. THE TYPE OF PERIPHERALS MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL SUCH INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, "AS IS" AND "AS AVAILABLE". RAMP HEALTH DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT SUCH INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
WHEN YOU INSTALL, SETUP OR USE THE SERVICES YOU MAY BE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE SERVICES, AND SETTING OR CHANGING DEFAULTS.
Nothing in these Terms and, in particular, within this "Limitation of Liability" clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) RAMP HEALTH BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA, USER SUBMISSIONS, OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES, EVEN IF RAMP HEALTH KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) RAMP HEALTH'S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. RAMP HEALTH DISCLAIMS ALL LIABILITY OF ANY KIND OF RAMP HEALTH'S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL RAMP HEALTH BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 10 SHALL APPLY EVEN IF RAMP HEALTH IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF RAMP HEALTH OR GROSS NEGLIGENCE OF RAMP HEALTH IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Arbitration. Ramp Health and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example:
• claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services, regardless of the legal theory;
• claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
• claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services, or the process for seeking approval to use the Services);
• claims that may arise after the termination of your use of the Services or any agreement between us; and
• claims brought by or against our respective subsidiaries, parent companies, members and affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors and assigns of these entities, you, and Ramp Health.
This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Ramp Health may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(b) Notice of Disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Ramp Health should be sent to support@RampHealth.com. Ramp Health will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Ramp Health must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 calendar days after the notice is received, you or we may commence arbitration.
(c) Arbitration Procedures. The arbitration will be governed by the Consumer Arbitration Rules ("AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is unavailable the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Ramp Health and Ramp Health Users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.
(d) Costs of Arbitration. The AAA's fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Ramp Health will pay all AAA filing, administrative and arbitrator fees for any arbitration that Ramp Health commences. If you provided Ramp Health with 60 days' notice of your intent to arbitrate before commencing arbitration and the value of your claim is USD $75,000 or less, Ramp Health will pay your share of any such AAA fees. If the value of your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Ramp Health to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Ramp Health for amounts that Ramp Health paid on your behalf.
(e) No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND RAMP HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 11, you must notify Ramp Health in writing within 30 calendar days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Ramp Health at the following address: 725 Skippack Pike STE 300, Blue Bell, PA 19422. Subject to Section 11(g) below, if you do not notify Ramp Health in accordance with this Section 11(f), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.
Such notification must include: (a) your name, (b) your Ramp Health account email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Ramp Health through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Ramp Health or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Ramp Health.
(g) Future Changes to Arbitration Provision. If Ramp Health makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Ramp Health will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 calendar days of the change to: support@RampHealth.com. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 11 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 11, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
(a) Changes to These Terms. Ramp Health reserves the right to make changes to these Terms, and Ramp Health will post notice of changes to any one or more of the following: this page, our website, Web Portal, or Mobile Apps. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. If you have provided us with an e-mail address, you are responsible for ensuring that it is your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven (7) calendar days following our dispatch of an e-mail notice to you (if applicable) or seven (7) calendar days following our posting of notice of the changes on the Services. These changes will be effective immediately for new Ramp Health Users of the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD DELETE THE MOBILE APP AND CEASE ACCESSING OR USING THE SERVICES.
(b) Governing Law; Jurisdiction and Venue. To the extent that the Agreement allows you or Ramp Health to initiate litigation in a court, other than for small claims court actions, you agree that this Agreement and all matters relating to your access to, or use of, the Services will be governed by the laws of the Commonwealth of Pennsylvania, USA, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Philadelphia, Pennsylvania, USA, for any dispute arising out of or relating to this Agreement and the parties waive any objection based on venue or inconvenient forum.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Ramp Health may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Ramp Health regarding the use of the Services. Any failure by Ramp Health to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
(e) Survivability. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Ramp Health's prior written consent. These Terms may be assigned by Ramp Health without restriction. These Terms are binding upon any permitted assignee.
(g) Electronic Communications. By using the Services, you (a) consent to receive communications from us in an electronic form, including through the use of text messages; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights. We will only contact you via text message or phone calls if you provide us with your phone number and authorize us to communicate with you in connection with the Services.
(h) Notifications. Ramp Health may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy or posting of such notice on https://ramphealth.com/. Ramp Health is not responsible for any automatic filtering that you or your network provider may apply to email notifications. Ramp Health is located at 725 Skippack Pike STE 300, Blue Bell, PA 19422.
(i) California Disclosure. Ramp Health is located at the address set forth above and below. If you are a resident of the state of California, USA, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210.
(j) All trademarks, logos and service marks ("Marks") displayed on the Services are the property of Ramp Health or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Ramp Health or such respective holders. Ramp Health reserves the right to alter product and services offerings, specifications and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documentation.
(k) The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
(l) Relationship of Parties. Your relationship to Ramp Health is that of an independent contractor, and neither party is an agent or partner of the other.
(m) Local Laws. We make no representation that any materials on the Services are appropriate or available for use in jurisdictions that are outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
(n) Force Majeure. Neither party will be responsible to the other for any delay in performing under this Agreement which results from civil disturbance, undeclared or declared war or other hostilities, acts of terrorism, acts of anarchy, labor strikes or interruptions, earthquakes, pandemics, or other acts of Nature or acts of God, governmental orders, diseases, pandemics, or any cause beyond the reasonable control of such party.
(o) Contact Information. If you have additional questions or comments of any kind, please let us know by sending your comments or requests to us at:
Ramp Health
725 Skippack Pike STE 300, Blue Bell, PA 19422
877-236-6828