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Terms & Conditions

PrimeHealthMD (“PrimeHealthMD,” “we,” or “us”) owns and operates the websites located at PrimeHealthMD.com and may have previously, now or in the future own and/or operate a “PrimeHealthMD” mobile application (collectively, the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), any products or services provided through the Platform or otherwise by PrimeHealthMD, and any affiliated website, software or application owned or operated by PrimeHealthMD (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”). Although accessible by others, the Service is intended for access and use only by U.S. customers.

Please read this Agreement carefully before accessing or using the Service because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service.

IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. PrimeHealthMD is not a medical practice and should not replace consultation with your primary care physician.

THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN. The web is an evolving medium. If we need to change the terms of this Agreement in the future, we will post the updated Terms and Conditions through our Platform and update the “Last Updated” date to reflect the date of the changes. By continuing to access or use the Service after we post such changes, you agree to the terms of this Agreement, as modified.

Acceptance of Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement.

Service is continually under development, and we reserve the right to revise or remove any part of the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Platform. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service.

Your Relationship with Us

We are a technology company that makes available to individuals who register as users of the Service (“Users”) certain products and services sold or offered by PrimeHealthMD or by third-party medical providers, pharmacies, or other vendors. Our Service provides access to prescription fulfillment services offered by several licensed pharmacies (the “Pharmacies”). We may also provide you with a means of connecting to one or more medical groups who provide healthcare services through the Platform (the “Medical Groups”). These medical groups employ or contract with physicians and allied health professionals who offer certain healthcare services through the Platform (“Providers”).

By accepting this Agreement, you acknowledge and agree that any services you receive from the Pharmacies, Medical Groups or Providers through the Platform are also subject to this Agreement, and that the Pharmacies, Medical Groups and Providers are third-party beneficiaries of this Agreement.

With respect to the Pharmacies, the Medical Groups and the Providers, we act solely as a technology platform to connect you with the products and services offered by the Pharmacies, Medical Groups and Providers through the Service. We do not control or influence the practice of medicine by the Medical Groups or any Providers; each of whom is solely responsible for the medical care and treatment he or she provides to you. PrimeHealthMD makes no representations or warranties about the suitability, reliability, timeliness or accuracy of the medical care and treatment provided by the Medical Groups or any Providers. By accepting this Agreement, you acknowledge and agree that PrimeHealthMD is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with PrimeHealthMD.

By accepting this Agreement, you acknowledge and agree that the Medical Group and/or Providers may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither PrimeHealthMD nor the Medical Group nor any Provider will be responsible in any way and you will not hold PrimeHealthMD, Medical Group or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group or your Provider(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with PrimeHealthMD, by using the Service, you are establishing a direct customer relationship with PrimeHealthMD to use the Platform and to purchase any non-prescription products or non-medical services sold directly to you by PrimeHealthMD through the Platform. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section and the “Protected Information” section below for additional information.

Notice Regarding Your Financial Responsibility for Services

PrimeHealthMD and the Medical Groups are not enrolled with, and are not participating providers with, any federal, state, or private payor healthcare programs (i.e., Medicare, Medicaid) for the provision of any health care or mental health services or supplies and, as such, neither you nor PrimeHealthMD or the Medical Groups may receive payment from such programs for the services or products provided to you by PrimeHealthMD or the Medical Groups. Further, to the extent that any of the Labs, Pharmacies, or Providers may be enrolled in federal, state, or private payor healthcare programs, the means through which the services and products are provided or made accessible through the Service typically precludes such services and products from being covered benefits under these programs.

By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal, state, or private payor healthcare program. Thus, you are solely responsible for the costs of any service or product provided to you.

By agreeing to use the Service, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal, state or private payor healthcare program and you have sole financial responsibility for all services or products provided to you by or through the Service, and (2) neither you nor PrimeHealthMD, the Labs, the Pharmacies, the Medical Groups or the Providers will submit a claim for reimbursement to any federal, state, or private payor healthcare program for the costs of the services and products provided to you through the Service.

Subscription Products

Certain products available for purchase through the Service require that you purchase the product on a subscription basis. For subscription-based products, your payment device will be automatically charged at regular intervals as described for that product during the checkout process. You may cancel a subscription at any time up to forty-eight (48) hours before the applicable monthly processing date of your subscription by emailinginfo@PrimeHealthMD.

In order to simplify the user experience on the Platform, you will only see and be required to pay a single “total” subscription price. However, if a subscription product you purchase requires a consultation with a Provider and/or includes a prescription product that you fill through one of the Pharmacies, then the total price you pay includes the amount charged by the Pharmacy for the prescription drug and the amount charged by the Medical Group for the services of the Provider, as well as the amount we charge for use of and access to the Platform. We collect the amounts charged by the Pharmacies and the Medical Groups on behalf of the Pharmacies and Medical Groups and pass the applicable amounts through to them.

Prescription Products

Certain products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers through the Platform, the Provider has determined the prescription product is appropriate for you and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes you a prescription, you may fill it through one of the Pharmacies by using the Platform, or you may fill the prescription at any pharmacy of your choice as prompted during your use of the Service or by emailing[email protected]. Prescriptions fulfilled by the Pharmacies do not use child-resistant packaging and prescription products will not be dispensed in child-resistant containers.

Limited Use and Availability

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you satisfy all of these eligibility requirements, (b) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the Service, and (c) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Certain products available through the Service are subject to additional age restrictions, and not all products or services on our Platform are available to all ages.

Telehealth Services Consent & Open Payments Notice

Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a healthcare provider and a patient who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person health care in all cases.

In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you by the Medical Groups and Providers through the Platform. You agree that PrimeHealthMD is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

In some cases, the Service may not be the most appropriate way for you to provide information to communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification stating that you will be unable to use the Service for the particular issue you submitted and providing additional information regarding next steps.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF CLINICAL TREATMENT OR THERAPY, OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH OUR SERVICE.

For informational purposes only, a link to the federal Centers for Medicare and Medicaid Services Open Payments web page is provided here:https://openpaymentsdata.cms.gov/.

Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

Privacy Policy

PrimeHealthMD understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information.

Protected Information

When you set up an account with PrimeHealthMD, you are creating a direct customer relationship with PrimeHealthMD that enables you to access and/or utilize the various functions of the Service as a user. As part of that relationship, you provide information to PrimeHealthMD, including but not limited to your name, email address shipping address and phone number, that we may collect, use and disclose in accordance with our privacy policy, and that we do not consider to be “health” or “medical” information.

However, in using certain components of the Service, you may also provide certain medical information that may be protected under applicable laws. PrimeHealthMD is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Pharmacies or Medical Groups may or may not be a “covered entity” or “business associate” under HIPAA, and PrimeHealthMD may in some cases be a “business associate” of a Pharmacy or Medical Group. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with PrimeHealthMD, the Medical Groups, the Providers or the Pharmacies.

To the extent PrimeHealthMD is deemed a “business associate” however, and solely in its role as a business associate, PrimeHealthMD may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to the Medical Group (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.

The Medical Groups and Providers have adopted by Medical Group Privacy Practice that describes how they use and disclose Protected Information. By accessing or using any part of the Service, you are acknowledging receipt of the Medical Group Privacy Practice from your Medical Group and Provider(s).

By using the Service, you are agreeing that even if HIPAA does apply to PrimeHealthMD, the Medical Groups, the Providers or the Pharmacies, any information that you submit to PrimeHealthMD that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers or prescription fulfillment by the Pharmacies, is not considered Protected Information, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to PrimeHealthMD, the Medical Group or its Providers or the Pharmacies. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service.

You also agree to immediately notify PrimeHealthMD of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing PrimeHealthMD at[email protected]. In addition, you agree to keep confidential your username and password and to exit from your user account at the end of each session. PrimeHealthMD explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. PrimeHealthMD may investigate any alleged or suspected violations and if a criminal violation is suspected, PrimeHealthMD may cooperate with law enforcement agencies in their investigations.

Digital Millennium Copyright Act Policy

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on this Website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.

Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office website athttp://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with 17 U.S.C. §512(c)(3)(A) and should be provided in writing to[email protected].

Use and Ownership of the Service

Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to your compliance with this Agreement, PrimeHealthMD grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by PrimeHealthMD in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by PrimeHealthMD.

You agree that PrimeHealthMD and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. PrimeHealthMD’ stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of PrimeHealthMD and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Subject to any limitations on PHI described below, any information you transmit to PrimeHealthMD via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary.

Subject to any applicable account settings that you select, you grant PrimeHealthMD a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

You agree that you, not PrimeHealthMD, are responsible for all Submissions that you provide to the Service. In addition to the foregoing, PrimeHealthMD shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that PrimeHealthMD deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.

Moreover, to the fullest extent permitted by applicable laws and regulations, PrimeHealthMD shall have the right to use patient-reported data, including, without limitation, Submissions that you provide to PrimeHealthMD on an aggregated and anonymized basis to analyze reported outcomes and behaviors in order allow PrimeHealthMD to: (i) inform prescribing best practices, (ii) improve predictive longevity modeling, and (iii) produce product recommendations that might be shared with third parties. PrimeHealthMD also reserves the right, subject to applicable laws and regulations, to share aggregated and de-identified patient-reported data with academic and research institutions or to use such data in its own academic or research publications at the sole discretion of PrimeHealthMD.

Prohibited Use

Any use or attempted use of the Service is prohibited if it is:

  1. For any unlawful, unauthorized, fraudulent or malicious purpose
  2. That could damage, disable, overburden, or impair any server, or the network(s) connected to any server
  3. That could interfere with any other party’s use and enjoyment of the Service
  4. To gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means
  5. To access systems, data, or information not intended by PrimeHealthMD to be made accessible to a user
  6. To obtain any materials, or information through any means not intentionally made available by PrimeHealthMD
  7. To reverse engineer, disassemble or decompile any section or technology on the Service
  8. For any use other than the business purpose for which it was intended

In addition, you agree you will not:

PrimeHealthMD reserves the right to take lawful actions in response to violations, including suspension or termination of access. We may cooperate with legal authorities and/or third parties in investigations. Except as provided in the Privacy Policy or prohibited by law, we may disclose information as necessary to satisfy legal obligations or to remove materials in our discretion.

Right to Monitor

PrimeHealthMD reserves the right to monitor general use of the Service at any time and to remove materials that, in our sole discretion, may be illegal, may subject PrimeHealthMD to liability, may violate this Agreement, or are otherwise inconsistent with our purpose for the Service.

Third-Party Goods and Services

Parties other than PrimeHealthMD, including Pharmacies, Medical Group and Providers (collectively, “Third Parties”) provide services or sell products through the Service, and PrimeHealthMD may also make available for purchase certain services, devices, items or products manufactured, distributed or sold by Third Parties (“Third-Party Goods and Services”).

Your use of any Third-Party Goods and Services and any interactions with Third Parties are solely between you and such Third Parties. You are solely responsible for exercising caution and judgment. You agree that PrimeHealthMD is not responsible or liable for any loss or damage from your use or interactions. You release and indemnify the PrimeHealthMD Parties from claims arising out of such disputes.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Certain PrimeHealthMD owners or personnel may have a financial interest in Third Parties and may profit from your use of them.

Terms of Sale

All products offered for sale by PrimeHealthMD are subject to availability and we may impose quantity limits or reject orders. In the event of an error, we may correct it and revise your order or cancel and refund. Prices may change, but not for orders already placed. You are responsible for applicable taxes. We will collect Taxes if required and estimates may adjust at checkout.

Only valid payment methods may be used. You authorize charges for the total amount of your order. You may be asked to supply payment and contact information and you authorize us to provide such information to third parties for transaction facilitation.

Monetary transactions occur through online payment processing provided by Stripe. See Stripe policies on their website for information. Our relationship with Stripe is that of an independent vendor.

You agree to pay shipping and handling shown at purchase. Delivery dates are estimates. Risk of loss passes to you upon delivery to our designated carrier. We may remedy issues case by case at our sole discretion.

Termination

PrimeHealthMD may terminate your use of the Service at any time for any reason without notice. Provisions concerning security, prohibited activities, IP, submissions, disclaimers, limitation of liability, arbitration, indemnity and jurisdiction shall survive termination. If terminated, you agree not to attempt to use the Service again and will indemnify the PrimeHealthMD Parties for violations.

Except as provided in the Privacy Policy or required by law, we have no obligation before or after termination to return or provide any Content or information related to you.

Disclaimers

Content and other information on the Service is provided as a convenience. Use at your own risk.

THE SERVICE AND ANY INFORMATION PROVIDED THROUGH IT ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ACCESS OR USE IS VOLUNTARY AND AT YOUR SOLE RISK. THE PRIMEHEALTHMD PARTIES AND EACH THIRD-PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS, OR THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, CORRUPTION, CYBER ATTACK, VIRUSES OR MALWARE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE PRIMEHEALTHMD PARTIES OR ANY THIRD-PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; PERSONAL OR BODILY INJURY; EMOTIONAL DISTRESS; WRONGFUL DEATH; LOSS OF DATA; LOST PROFITS; OR DAMAGES RESULTING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY INFORMATION OR SERVICES PROVIDED THROUGH IT, INCLUDING SERVICES PERFORMED BY HEALTH CARE PROVIDERS YOU CONNECT WITH VIA THE SERVICE. THE PRIMEHEALTHMD PARTIES SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,00.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENT GIVING RISE TO SUCH ACTION. YOU AGREE YOUR USE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS. TO THE EXTENT WE MAY NOT DISCLAIM OR LIMIT, THE SCOPE AND DURATION AND THE EXTENT OF LIABILITY WILL BE THE MINIMUM PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold the PrimeHealthMD Parties and any third-party offering products or services through the Service harmless from and against all claims and expenses (including attorneys’ fees) relating to or arising from your use of the Service, your fraud, violation of law, willful misconduct, any breach of these Terms and Conditions, or your violation of any rights of others. We may control the defense of any claim and you will cooperate as reasonably requested.

Notices

We may provide notices by email, posted notice on the Service, or regular mail, in our discretion.

Electronic Communications

By providing your email on our website without creating an account, you agree to receive reminder emails to complete account creation. These emails will not contain PHI. We may have access to your path on our site before entering your email. You can opt out at any time via the unsubscribe link.

When you access or use the Service or send emails to us, the Medical Group or its Providers, you are communicating electronically and consent to receive communications electronically. All agreements, notices, disclosures and other communications provided electronically satisfy legal requirements for written communications. Notices are deemed given on the date transmitted.

Entire Agreement

This Agreement and any other agreements we post on the Service constitute the entire agreement between PrimeHealthMD and you regarding your use of the Service and supersede prior agreements, including prior versions of this Agreement.

Binding Arbitration / Class Waiver

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND PRIMEHEALTHMD, ANY PRIMEHEALTHMD PARTY, ANY MEDICAL GROUP OR PROVIDER ARISING OUT OF OR RELATING TO PRIMEHEALTHMD, THE PLATFORM, THE CONTENT, THE SERVICE, OR ANY OTHER GOODS, SERVICES OR ADVERTISING SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION BEFORE ONE AAA COMMERCIAL ARBITRATOR, NOT IN COURT. THE ARBITRATION WILL BE GOVERNED BY THE AAA COMMERCIAL ARBITRATION RULES AND, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES.

Arbitration is more informal than a lawsuit. An arbitrator can award the same damages and relief on an individual basis as a court. Arbitration costs follow AAA’s fee schedule, subject to potential adjustments described herein. Each party pays its own attorneys’ fees unless a statute requires otherwise. The arbitration shall be conducted in Atlanta, Georgia, or within 100 miles of your residence if Atlanta is not within 100 miles. The arbitrator’s award is final and may be entered as a judgment.

Notwithstanding the foregoing, claims involving IP rights, theft, piracy, unauthorized use, Computer Fraud and Abuse Act, or equitable relief may be brought in state or federal court in Atlanta, Georgia. Either party may bring an individual action in small claims court where applicable.

ALL DISPUTES SUBJECT TO ARBITRATION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS, NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PRIVATE ATTORNEY GENERAL OR CLASS ACTIONS. IF A COURT DETERMINES ANY PART OF THIS PARAGRAPH IS UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED AND MAY BE BROUGHT IN COURT IN ATLANTA, GEORGIA, WHILE ALL OTHER CLAIMS REMAIN IN ARBITRATION.

You can opt out of the arbitration provisions within 30 days of first agreeing to an Agreement requiring arbitration by mailing your opt-out to: 2370 E Stadium Blvd #2049, Atlanta MI 48104 USA, ATTN: Arbitration Opt-Out.

Before commencing arbitration, a written Notice of Dispute must be sent with required details to the address above (ATTN: Dispute Notice). If unresolved after 30 days, either party may commence arbitration. Material future modifications to arbitration terms will not apply to disputes already noticed. You may reject future material changes by mailing notice within 30 days of their effective date.

Governing Law; Venue; Severability of Provisions

The Service is controlled and operated from Georgia. Access from other locations is at your own initiative and responsibility. Access from jurisdictions where content is illegal is prohibited.

The Federal Arbitration Act and Georgia law govern this Agreement, without regard to conflicts principles. Failure to enforce any provision is not a waiver. If a provision cannot be enforced, it will be replaced with terms that most closely match the intent, and the rest remains enforceable. Section headings are for convenience only.

No Agency Relationship

This Agreement and the Service do not create any partnership, joint venture, employment, or agency relationship between you and PrimeHealthMD, the Medical Groups, the Providers or the Pharmacies. You may not bind us in any way.

Assignment

You may not assign rights under this Agreement. PrimeHealthMD may transfer rights and obligations without further consent, including to an affiliate or third party in connection with a merger, sale of assets or similar transaction.

Third Party Beneficiaries

Third-party software and products used in connection with the Service are governed by their own terms. Your use must comply with applicable third-party terms.

Except as otherwise specified in this Agreement (including indemnification in favor of the PrimeHealthMD Parties and the status of Pharmacies, Medical Groups and Providers described herein), there is no intent to create third-party beneficiary rights.

Contacting Us

If you have any questions or concerns about this Agreement, contact us at [email protected]. We will attempt to respond promptly.

Acceptance

BY PURCHASING A PRODUCT FROM PrimeHealtMD, CHECKING “I AGREE” TO TERMS AND CONDITIONS, CHECKING A RELATED BOX, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE, OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO INDICATES ACCEPTANCE ON YOUR BEHALF.