Prime for PrEP Inc Terms of Use
This Terms of Use Agreement (“Agreement”) constitutes a legally binding contract between you (referred to as “you” or “your”) and Prime for PrEP, Inc. (collectively referred to as “Prime for PrEP”, “us”, “our”, or “we”) (You and Prime for PrEP Inc collectively referred to as the “Parties”).
Prime for PrEP Inc provides access to its website and online services (the “Platform”) under the terms and conditions outlined in this Agreement.
THE PLATFORM IS NOT DESIGNED FOR MEDICAL EMERGENCIES. IF YOU EXPERIENCE A MEDICAL EMERGENCY, PLEASE CALL 911 OR THE APPROPRIATE EMERGENCY NUMBER IN YOUR AREA.
BY USING THE PLATFORM, YOU CONSENT TO ADHERE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE PLATFORM.
IMPORTANT NOTICE: YOUR USE OF THE PLATFORM IS SUBJECT TO AN ARBITRATION CLAUSE IN SECTION 10, WHICH REQUIRES THAT ALL DISPUTES BE RESOLVED THROUGH BINDING ARBITRATION.
To navigate to a specific section of this Agreement, please click on a link below:
- Modifications to this Agreement
- Your License to Use the Platform
- Your Privacy
- Your Contributions and Suggestions
- Electronic Communications
- Not a Medical Provider
- Disclaimer of Warranties
- Limitation of Liability
- Indemnification
- Agreement to Arbitrate
- Miscellaneous Provisions
- Contact Us
1. Modifications to this Agreement
We reserve the right to amend and update this Agreement periodically and will post the revised Agreement on the Platform. Unless specified otherwise in the updated version, any modifications will take effect immediately upon posting. Your continued use of the Platform following any changes will indicate your acceptance of the new terms in the revised Agreement.
2. Your License to Use the Platform
- Ownership: All content written and published by Prime for PrEP Inc on the Platform, including the design, layout, appearance, and graphics, along with the trademarks, service marks, and logos displayed (“Prime for PrEP Inc Content”), are either owned by or licensed to Prime for PrEP Inc and are protected by copyright, trademark, and other intellectual property laws in the United States and internationally.
- Geographic Restrictions. The Platform is provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you are responsible for compliance with local laws. Additionally, while you may visit the Platform from anywhere in the United States, you will only be able receive telehealth services through the Platform when you are accessing the Platform from a state where we facilitate the provision of telehealth services.
- User Accounts. Once you create an account on the Platform, you may not transfer or share your account with anyone. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. If you believe your account has been compromised, you should change your account password immediately and contact us using the information provided below at Section 12 (Contact Us).
3. Your Privacy
Our Privacy Policy outlines how we collect and utilize personal information that you provide through the Platform. Additionally, if a Community-Based Organization (CBO) is unable or ineligible to offer services for any reason, you consent to Prime for PrEP Inc sharing your information with another CBO to ensure continuity of care.
4. Your Content and Feedback
The Platform may feature functionalities that allow you to upload, submit, or transmit information ("Your Content"). This section delineates the terms and conditions that govern your use of these functionalities. Notwithstanding our rights under this section, our handling of Your Content remains subject to our Privacy Policy and applicable laws.
- License for Your Content. By providing Your Content to the Platform, you grant Prime for PrEP Inc a global, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works from, adapt, display, perform, and otherwise exploit Your Content. You represent and warrant that you possess all necessary rights to Your Content, including the right to assign or license those rights as stipulated in this Agreement.
- Your Responsibility for Your Content. You are solely responsible for Your Content. Under no circumstances will we be liable for any loss or damage arising from Your Content. We reserve the right to monitor, modify, or remove any of Your Content at our discretion.
- Your Suggestions. We welcome your feedback regarding the Platform and Prime for PrEP Inc. In addition to the license you grant regarding Your Content, if you choose to share suggestions, comments, ideas, improvements, or other information related to the Platform and Prime for PrEP’s Inc products and services (collectively, “Suggestions”), whether submitted through the Platform or via other channels, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works from, adapt, display, perform, and otherwise utilize any Suggestions in any form.
5. Electronic Communications
You agree to receive communications via email or text message at the email address or mobile phone number you have provided. This may include promotional messages sent to your mobile
device using autodialing technology. You understand that providing your consent to receive
such communications is not a condition for purchasing any goods or services. Message and data rates may apply. If you wish to stop receiving these messages, you agree to respond with "STOP" to any text
6. Not a Healthcare Provider
You recognize that Prime for PrEP Inc, in providing support and managing the Platform, does not serve as a healthcare provider. The only instances of medical advice or the practice of medicine on the Platform arise from your direct communications with a healthcare provider through the Platform, including personalized messages and interactions, along with the specific content and information conveyed in those communications.
7. Disclaimer of Warranties
THE PLATFORM IS OFFERED ON AN "AS IS" BASIS. WE MAKE NO WARRANTIES OR PROMISES REGARDING THE ACCURACY, USEFULNESS, AVAILABILITY, OR RELIABILITY OF (i) YOUR EXPERIENCE OR THE OUTCOMES OF USING THE PLATFORM; (ii) ANY ADVICE YOU RECEIVE FROM THE PLATFORM, WHETHER FROM US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT ACCESSIBLE THROUGH THE PLATFORM. WE DO NOT GUARANTEE THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR BE FREE FROM ERRORS, NOR DO WE PROMISE THAT ANY ISSUES WILL BE RESOLVED. NO WARRANTIES OF ANY KIND EXIST, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ANY STATEMENTS OUTSIDE OF THIS AGREEMENT, WHETHER MADE BY OUR STAFF OR OTHERWISE, DO NOT CONSTITUTE A WARRANTY OR PROMISE BY US, AND WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR SUCH STATEMENTS. WE WILL NOT BE LIABLE FOR ANY DELAYS, DELETIONS, MISDELIVERIES, OR INABILITY TO STORE ANY COMMUNICATIONS OR CONTENT. SOME STATES OR JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON THEIR DURATION. IF A COURT DETERMINES THAT ANY EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS IN THIS AGREEMENT ARE INVALID OR UNENFORCEABLE, SUCH PROVISIONS WILL BE ADJUSTED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. WHERE PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS FROM YOUR INITIAL ACCESS.
8. Limitation of Liability
Prime for PrEP Inc, along with its subsidiaries, affiliates, and their respective officers, directors, agents, business partners, licensors, contractors, employees, assignees, and successors (collectively referred to as the "Prime for PrEP Inc Parties"), SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR LEGAL ACTIONS, INCLUDING DIRECT OR INDIRECT DAMAGES, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, IN CONNECTION WITH THIS AGREEMENT, YOUR USAGE OF THE PLATFORM, ANY INFORMATION YOU GATHER FROM IT, OR ANY OTHER INTERACTIONS WITH THE PLATFORM. YOU HEREBY VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY CLAIMS AGAINST PRIME FOR PrEP.
YOUR ONLY REMEDY FOR ANY DISSATISFACTION WITH THE PLATFORM WILL BE TO CEASE USING IT.
IN ALL CIRCUMSTANCES, THE MAXIMUM AGGREGATE LIABILITY OF PRIME FOR PrEP Inc, ITS SUPPLIERS, LICENSORS, PARENT COMPANY, OR AFFILIATES, INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES, FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT—WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE—WILL BE LIMITED TO DIRECT, PROVABLE DAMAGES NOT EXCEEDING THE LOWER OF FIVE HUNDRED U.S. DOLLARS ($500.00 USD) OR YOUR ACTUAL DIRECT DAMAGES.
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. AS A RESULT, THE LIMITATIONS OR EXCLUSIONS STATED ABOVE MAY NOT APPLY TO YOU, AND THE PRECEDING PARAGRAPH WILL NOT APPLY TO RESIDENTS OF NEW JERSEY, IF THE DAMAGES INCURRED BY SUCH RESIDENTS ARE DUE TO OUR NEGLIGENCE, FRAUD, RECKLESS CONDUCT, OR WILLFUL MISCONDUCT.
IF YOU ARE A RESIDENT OF CALIFORNIA OR OTHERWISE ELIGIBLE FOR CALIFORNIA LEGAL PROTECTIONS, YOU FURTHER ACKNOWLEDGE AND WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH H READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH 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 ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST Prime for PrEP INC.
pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
9. Indemnification
To the maximum extent allowed by applicable law, you agree to protect, indemnify, and defend Prime PrEP Inc and its affiliates from any and all claims (including liabilities, damages, losses, costs, expenses, and reasonable attorney fees): (a) arising from injuries, damages, or losses due to your utilization of the Platform; (b) asserting that Your Content violates any copyright, patent, or trademark, or misappropriates a trade secret belonging to a third party; (c) relating to any actions or omissions by you that constitute a breach of your responsibilities under this Agreement or applicable law; or (d) otherwise connected to your use of the Platform. You will have the right to manage and settle such claims at your own expense for the benefit of Prime for PrEP Inc; however, you shall not have the authority to bind Prime for PrEP Inc in any way regarding any such settlement without the written consent of the indemnified party. Notwithstanding the above, if you do not fulfill your obligation to defend, or if Prime for PrEP Inc chooses to handle such claims on its own, Prime for PrEP Inc may do so to protect its interests, and you will reimburse all expenses incurred by Prime for PrEP Inc in connection with that defense.
10. Agreement to Arbitrate
- Governing Law. The validity, interpretation, and effect of this Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law principles.
- Arbitration Procedure. All disputes arising from or relating to this Agreement (including its formation, execution, breach, enforceability, and validity), our operation of the Platform, or any purchases made via the Platform shall be settled through final and binding arbitration conducted in English in Miami, Florida, or another mutually agreed location, in accordance with the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator shall have exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this Agreement, including any claims that any part of this Agreement is void or voidable.
- Waiver of Class Actions; Jury Trials. Both parties agree that any dispute resolution proceedings will occur solely on an individual basis and not as part of a class, consolidated, or representative action. If for any reason a claim proceeds in court instead of arbitration, both parties waive any right to a jury trial.
- Equitable Relief. Notwithstanding the commitment to settle disputes through binding arbitration as outlined in the preceding paragraph, either party to this Agreement may seek preliminary equitable relief in an appropriate court to enforce any provisions of this Agreement while awaiting a final resolution in arbitration or to secure permanent relief for the enforcement of arbitral awards.
11. Additional Provisions
- Entire Agreement. This Agreement represents the complete understanding between you and Prime for PrEP Inc regarding your use of and access to this Platform, and it overrides any previous or simultaneous agreements or representations. Amendments to this Agreement may only occur as specified in Section 1.
- Severability. Should any part of this Agreement be deemed invalid or unenforceable, it shall be modified to closely reflect the original intent as much as possible. Any invalid or unenforceable section should be interpreted as narrowly as feasible to uphold as much of the Agreement as possible.
- Headings. The headings in this Agreement are for reference only and shall not influence the interpretation or construction of any part of this Agreement.
- No Waivers. Our decision not to enforce or pursue any term of this Agreement or related right does not constitute a waiver of that right or provision.
- No Assignments or Transfers. You may not assign or transfer any rights or obligations under this Agreement, either voluntarily or by legal operation, without our explicit prior written consent, which is at our sole discretion.
- Notifications. You may send any notices to us under this Agreement via email or mail using the contact details provided below. Unless you inform us otherwise, or if the law stipulates differently, you agree to receive all communications from us via email or through posted notifications to your account. It is your responsibility to keep Prime for PrEP Inc informed with current contact information, which you can update through your account on the Platform or by sending us a message. You agree that all electronic communications we send to you fulfill any legal requirement for written communication. You may print these communications for your records.
12. Contact Us If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail legal@PrimeforPrEP.com
