Terms of Use – Global ID

LEGAL

GlobaliD IQ

Terms of Use

You should read these terms of use carefully before accessing this website.

GlobaliD IQ (“GIDIQ”, “we”, or “us”) welcomes you to our website (the “Site”) and appreciates your interest in us. These legal notices and terms and conditions of use are a contract between you and GIDIQ (the “Agreement”) and govern your visit to and use of the Site. GIDIQ is the operator and host of this Site and the environment and services accessible through the Site.

The Site contain general information about GIDIQ, its businesses and our portfolio and are directed at management teams interested in partnering with GIDIQ and for individuals considering possible employment with GIDIQ. The Site is not an offer of securities or any form of solicitation.

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION (WHICH REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS) AND A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 16. By accessing, browsing and/or using the Site, you acknowledge that you have read and understand, and agree to, this Agreement and all disclaimers and terms and conditions that appear on the Site now. This Agreement may be updated by us at any time. Your continued use of the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Site and your sole and exclusive remedy is to discontinue using the Site. As such, we strongly recommend that you periodically visit this page of the Site to review this Agreement. The date of the last revision or update appears at the top of the Agreement under the title.

Your compliance with this Agreement is a condition of your right to access the Site. Your breach of any provision of this Agreement or Other Agreements will automatically, without the requirement of notice of any other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and cause, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach.

Your use of, and access to, the Site is subject to the terms and conditions of this Agreement.

This Agreement does not amend or supersede any previous written agreements you may have, or are a party to, with GIDIQ or any GIDIQ fund or account (“Other Agreement”). In the event of any inconsistency between this Agreement and any Other Agreement, the Other Agreements will govern. Some aspects of the Site contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in this Agreement. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.

Privacy.

For information on how GIDIQ collects, uses, and discloses information from its users of the Site, please review our Privacy Policy.

Intellectual Property Rights and Ownership.

All the material displayed on and/or accessible through the Site, including without limitation, software, text, graphics, charts, information, images, articles, reports, presentations and other material (the “Content”), is the property of GIDIQ or others and is protected by United States and international copyright and other laws. All names, logos, trademarks and service marks displayed on the Site (the “Trademarks”) are the property of GIDIQ or their respective owners, who may or may not be affiliated with GIDIQ. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or Trademark without the written permission of GIDIQ or such other party that may own the applicable Content or Trademark. Nothing in this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights. GIDIQ reserves the right to enforce its intellectual property rights to the full extent of the law.

Notification to GIDIQ.

If you believe that anything posted on the Site infringes any intellectual property right that you own or control, please provide GIDIQ with the following written information:

Name, address, telephone number, email address and physical or electronic signature of the rights holder, or someone authorized to act on the rights holder’s behalf;

A description of the intellectual property that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on the Site, with enough detail that GIDIQ may find it;

A written statement that you have a good faith belief that the disputed use is not authorized by the rights holder, its agent or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder’s behalf.

GIDIQ’s agent for notice of claims of intellectual property right infringement on the Site can be reached by email at communications@globalidiq.com

Restrictions on Use.

By accepting the terms of this Agreement through your use of the Site, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 13.

The information, materials and other Content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of GIDIQ in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Site and/or any Content obtained from the Site; (ii) making more than minimal copies of the Site materials; (iii) any derivative use of the Site or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site; or (v) including any portion of the Site on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our Site, please contact us at communications@globalidiq.com. Any unauthorized use of the Site, Content or Trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

You warrant that when using the Site you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.

GIDIQ reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

Performance Information.

5.1 Past Performance. The information contained on, or comments expressed on, the Site may include certain prior indications of past investment performance. In considering such prior performance information, you should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that an investment will, or is likely to, achieve comparable results to those achieved in the past, or that significant losses will be avoided.

5.2 Analyses and Opinions. Market analyses and statements of opinions provided on the Site are inherently uncertain and are based on a number of assumptions. You should carefully review information regarding any such analyses and underlying assumptions.

5.3 Forward-Looking Statements. Certain information in the Site may contain certain “forward-looking statements” about GIDIQ, the funds or accounts it advises and their underlying investments which can be identified by the use of words such as “may”, “will”, should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, or “believe” or similar expressions. GIDIQ undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.

Third-Party Links.

GIDIQ may provide links from the Site to websites operated by third parties who may or may not be affiliated with GIDIQ. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of GIDIQ and you agree that GIDIQ shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

Non-Public Investor Sections of the Site.

If you are a GIDIQ investor or are a representative of a GIDIQ investor, you may have been granted access to certain non-public portions of the Site through a uniquely assigned investor log-in (“Investor Sections”). In addition to this Site, your use of the Investor Sections may also be governed by applicable Other Agreements and by all applicable laws and regulations. All information available through the Investor Sections of the Website is confidential and proprietary to GIDIQ. This includes all investment information and results, offering materials, financial statements and other information provided through the Investor Sections of the Site. You will use best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those expressly permitted by GIDIQ in writing. If you have been granted access to the Investor Sections by GIDIQ, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Investor Sections of the Site through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your log-in information.

Acceptable Use and Security.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and log-in functionality used to authenticate users; (iii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with services to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (v) sending unsolicited email, including promotions and/or advertising of products or services; (vi) forging any TCP/IP packet header or any part of the header information in any email or posting; (vii) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (viii) reverse engineering, decompiling or disassembling the underlying software, copying the Site or any part, feature, function, or user interface thereof, or framing or mirroring any part of the Site; (ix) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright , or other proprietary notices or license provisions; (x) storing or transmitting material or data on or through the Site in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party or (xi) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction. If we so restrict or terminate access we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.

Disclaimers.

9.1 No Offer of Securities or Advice. You acknowledge and agree that the Content is solely for general, informational purposes and nothing contained in the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment and may not be relied upon in connection with any offer or sale of securities or other assets. Offerings of securities in entities advised by GIDIQ or its affiliates are made only by Prospectus, Private Placement Memorandum, Offering Memorandum or Offering Circular distributed by persons authorized by GIDIQ. GIDIQ is not providing the Site to provide investment or other advice and nothing herein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that the Content does not provide any tax, legal, accounting or other professional advice. In making an investment decision, you must rely on your own examination of an investment, including the merits and risks involved. GIDIQ advises that you consult with your own advisors with respect to any matters involved with making an investment.

9.2 Content Disclaimers. Certain Content was obtained from published and non-published sources, including from companies in which funds advised by GIDIQ or its affiliates have invested. Such information may not have been, and in many cases, has not been, independently verified by GIDIQ and GIDIQ makes no warranties or representations or assumes any responsibility as to the accuracy, reliability or correctness of the Content (or for updating the Content based on facts learned following its publication). GIDIQ is not responsible for any action or decision you make in reliance on any information contained on the Site.

9.3 Disclaimer of Warranties. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER GIDIQ, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER GTIQ NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND GTIQ AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, GTIQ ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE.

Indemnification.

As a condition to your use of the Site, you agree to indemnify, defend and hold harmless GIDIQ and its Representatives against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorneys’ fees) that may arise directly or indirectly out of or from your breach of this Agreement and/or your use of the Site or resulting from any action (or inaction) you take or decision you make in reliance on the information contained on the Site.

Limitations of Liability.

BY USING THE SITE, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE; AND (iii) THAT IN NO EVENT SHALL GTIQ OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (b) ANY ERRORS OR OMISSIONS IN THE CONENT OF THE SITE, (c) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SITE OR (d) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE ((a) THROUGH (d)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF GTIQ OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES. GTIQ RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THIS SITE OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

Severability and Waiver.

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of GIDIQ to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

Complete Agreement.

This Agreement and our Privacy Policy constitute the entire agreement between you and GIDIQ relating to the public facing elements of the Site and your use of these portions of the Site, and supersede any prior agreements or understandings not incorporated herein with regards to these portions. Certain restricted areas of the Site may require you to agree to supplemental terms and conditions. This Agreement is not intended to modify or amend Other Agreements you may have with GIDIQ regarding other matters.

Termination of the Agreement.

GIDIQ reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of this or any other GIDIQ Site or the Content) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under the Agreement or otherwise. If this Agreement is terminated, the following provisions shall survive: Section 2 (Intellectual Property Rights and Ownership), Section 10 (Disclaimers), Section 11 (Indemnification), Section 12 (Limitations of Liability), Section 13 (Severability and Waiver), Section 14 (Complete Agreement), Section 15 (Termination of the Agreement), Section 16 (Governing Law and Venue) and Section 17 (Class Action and Arbitration).

Governing Law and Venue.

The Site is made available to you from the State of Florida in the United States. If you elect to access and/or use the Site from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Site if you are restricted by any local, state, national or international laws. The laws of the State of Florida, United States of America, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Miami-Date County, Florida, United States of America for the purpose of resolving any dispute relating to your access to or use of the Site. Notwithstanding the foregoing, you expressly acknowledge and agree that GIDIQ may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Site to final and binding arbitration in Miami-Dade County, State of Florida, United States of America.

Class Action and Arbitration.

YOU SHOULD READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Dispute Resolution. You may contact us at communications@globalidiq.com to address any concerns you may have regarding the Site. GIDIQ is able to resolve most concerns quickly to our users’ satisfaction. You and GIDIQ agree to use best efforts through GIDIQ’s internal dispute resolution processes to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating a lawsuit or arbitration.

Arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution under the initial dispute resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Any claim that you might have against GIDIQ must be resolved through binding arbitration before the American Arbitration Association using its Commercial Arbitration Rules and must be brought within one (1) year of the claim arising.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

YOU UNDERSTAND AND AGREE THAT YOU WILL ARBITRATE WITH GTIQ IN YOUR INDIVIDUAL OR CORPORATE CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. Your claim may not be joined with any claim of any other person, and there shall not be authority for any dispute to be arbitrated on a class-action basis. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions in this Section shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

You understand and agree that unless you can demonstrate to GIDIQ that arbitration in Massachusetts would create an undue burden for you, any arbitration hearing will be held in Miami-Dade County, Miami, State of Florida, United States of America. If your claim is successful in arbitration, GIDIQ agrees to reimburse your reasonable attorneys’ fees and costs.

You understand and agree that by entering into this Agreement, you and GIDIQ are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence this arbitration provision, you and GIDIQ might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (meaning patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section by sending written notice of your decision to opt out to the following address: GlobaliD IQ, 5901 SW 74th Street, Suite 400, Miami Florida 33143, United States of America. The notice must be sent within thirty (30) days of the Effective Date; otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, GIDIQ also will not be bound by them. The “Effective Date” is the date of your initial access to this Site after April, 2022.

Choice of Law. For any dispute not subject to arbitration, you and GIDIQ agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Miami-Dade County, State of Florida, United States of America. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

Injunctive Relief. Notwithstanding the above provisions, GIDIQ may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Contact.

Thank you for visiting our Site. Please contact us at communications@globalidiq.com if you have any questions about our Site or this Agreement. Electronic mail or other communications through this Site to GIDIQ (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

EFFECTIVE AND REVISED 01/30/2023

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PrimaHealth Healthcare Virtual Care Products & Services
PrimaHealth, LLC, a Florida Limited Liability Company (“PrimaHealth”) in association and collaboration with healthcare providers, provides Healthcare products & services. PrimaHealth websites: www.primahealth.tech, www.primahealth.net, and www.primahealth.us

The following are PrimaHealth Terms and Conditions…

LEGAL

TERMS AND CONDITIONS

PRIMAHEALTH TERMS AND CONDITIONS

IF THIS IS A MEDICAL EMERGENCY OR CRISIS SITUATION, DIAL 911 IMMEDIATELY FOR ASSISTANCE.

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS USE AGREEMENT BEFORE CLICKING THAT YOU AGREE. CLICKING “I AGREE” INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS USE AGREEMENT, PROMPTLY CLOSE THIS PAGE AND DO NOT PROCEED WITH USE OF OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE. NOTWITHSTANDING THE FOREGOING, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS USE AGREEMENT WHEN YOU DO ANY OF THE FOLLOWING: (1) ACCEPT THE TERMS AND CONDITIONS OF THE USE AGREEMENT THROUGH ANY PRINTED, ORAL, OR ELECTRONIC STATEMENT, INCLUDING ON THE WEB BY ELECTRONICALLY MARKING THAT YOU HAVE REVIEWED AND ACCEPTED; (2) ATTEMPT TO OR IN ANY WAY USE OR SUBSCRIBE TO THE PRIMAHEALTH SERVICE; (3) PAY FOR THE PRIMAHEALTH SERVICE OR A SUBSCRIPTION TO THE PRIMAHEALTH SERVICE (WHETHER YOU PAY DIRECTLY OR SOMEONE ELSE PAYS ON YOUR BEHALF); OR (4) OPEN ANY PACKAGE OR START ANY PROGRAM THAT SAYS YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS USE AGREEMENT BY DOING SO. IF YOU DON’T WANT TO ACCEPT THE TERMS AND CONDITIONS OF THIS USE AGREEMENT, DON’T DO ANY OF THESE THINGS.

WELCOME TO THE PRIMAHEALTH, LLC. (“PRIMAHEALTH”) WEB SITE (THE “SITE”).

PRIMAHEALTH provides online health-related services by arranging for smartphone (video-telephone) medical consultations and secure web-based consultations with a licensed physician, arranging for electronic medical record storage by the physician, providing certain on-line health-related information, arranging for a prescription service by the physician and offering certain other related products, services, which may include health & wellness newsletters, tracking the data from remote monitoring devices of such chronic conditions as diabetes or hypertension (collectively, the “Services”). As used in these Terms and Conditions, references to “PRIMAHEALTH” means and includes PRIMAHEALTH, its parent, subsidiaries, associates, affiliated entities, and its licensors. As used in these Terms and Conditions “you” or “your” means you, your dependent(s), if any, and any other person accessing your PRIMAHEALTH account. These Terms and Conditions apply to your use of the Site and, to the extent referenced, to your registration for, subscription to, and use of PRIMAHEALTH Services. PRIMAHEALTH SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY PRIMAHEALTH. HOWEVER, SERVICES INCLUDE PRIMAHEALTH FACILITATING BY A USER, OR MEMBER, TO ACCESS LICENSED PHYSICIANS THAT AGREE TO CONSULT WITH PATIENTS. ACCCESS TO THESE HEALTHCARE PROVIDERS IS THROUGH AFFILIATES OF PRIMAHEALTH, THAT PROVIDE COMMNICATIONS ACCESS TO PHYSICIANS, LICENSED IN THE STATE WHERE YOU, THE USER, ARE PHYSICALLY LOCATED, AT THE TIME OF THE CONSULTATION. PRIMAHEALTH ARRANGES FOR, AND FACILITATES,THE PROVISION OF MEDICAL CARE; HOWEVER, PRIMAHEALTH DOES NOT PROVIDE MEDICAL CARE.

TERMS OF USE

The terms of use of the PRIMAHEALTH Service as well as any subscription or other service agreement with PRIMAHEALTH automatically includes but is not limited to the most recent updated terms and conditions of this Use Agreement regardless of when you first used or subscribed to the PRIMAHEALTH Service. PRIMAHEALTH has the right to change the terms and conditions of this Use Agreement at any time without notice to you. You may always view the most recent updated terms and conditions at www.primahealth.us/terms-and-conditions . Carefully read all parts of this Use Agreement including the MANDATORY ARBITRATION provision and CLASS ACTION WAIVER provision below.

You acknowledge and understand that (1) you are using or subscribing to the PRIMAHEALTH Service to facilitate the delivery of health care services (including, as applicable, mental or behavioral health services) from providers or clinicians who have agreed to provide services through the PRIMAHEALTH Service (the “Providers”), and that such services are provided at the sole discretion and medical judgment of the Providers; (2) accessing the PRIMAHEALTH Service from a state other than the Service Line you have requested or subscribed to is prohibited and you confirm that you are physically located in the state in which you are requesting the PRIMAHEALTH Service; (3) the PRIMAHEALTH Service may not be reimbursable by Medicare, Medicaid, Tricare, or any other government health care program and you agree not to use the PRIMAHEALTH Service for any services that are or might be reimbursable by such programs; (4) the PRIMAHEALTH Service may not be reimbursable by commercial insurers, managed care organizations, preferred provider organizations, or other payors and you will not seek reimbursement from any such payors for the cost of use of the PRIMAHEALTH Service where prohibited or otherwise not permitted by the payors; (5) you are at least 18 years of age or you are accompanied by a parent or guardian who can give informed consent on your behalf if you are under the age of 18 at the time of the consultation; and (6) if you are seeking services on behalf of a child, dependent, or other person for whose medical care you are responsible, your approval of the terms and conditions of this Use Agreement will bind such other person to these terms and conditions.

PRIVACY AND SECURITY; DISCLOSURE

PRIMAHEALTH’s Notice of Privacy Practices describing how medical information about you may be used and disclosed and how you can get access to this information may be viewed at https://primahealth.us/privacy-policy . PRIMAHEALTH reserves the right to modify its Notice of Privacy Practices in its reasonable discretion from time to time. The Notice of Privacy Practices and any other PRIMAHEALTH privacy policies, including any amendments thereto, are incorporated into this Use Agreement in their entirety. Notwithstanding, you acknowledge and agree that information may be released without your consent in cases of medical emergency, abuse, neglect, court order, insurance billing claims requirements, adult and program evaluation, and where otherwise legally required.

If you become a customer of the PRIMAHEALTH Service, you agree that PRIMAHEALTH can disclose the fact that you are a customer of the PRIMAHEALTH Service. PRIMAHEALTH may also use your personal information to contact you with newsletters, marketing, or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any communication we send.

Because the PRIMAHEALTH Service is a hosted, online application, PRIMAHEALTH occasionally may need to notify all users of the PRIMAHEALTH Service (whether or not they have opted out of email communications) of important announcements regarding the operation of the PRIMAHEALTH Service. Additionally, you acknowledge and agree that PRIMAHEALTH may share your personal health information on a limited basis with developers and related information technology personnel authorized by PRIMAHEALTH to monitor the performance of, or to improve, the PRIMAHEALTH Service including, but not limited to, PRIMAHEALTH’s mobile application. If you do not wish for your personal health information to be shared for this limited purpose, please immediately notify PRIMAHEALTH in writing at the following email address: https://primahealth.us/privacy-policy, Attn: HIPAA Compliance Officer.

If you have any questions about PRIMAHEALTH’s Notice of Privacy Practices, or would like to file a written complaint with PRIMAHEALTH, please see the contact information for the PRIMAHEALTH HIPAA Compliance Officer by referring to the full version of the PRIMAHEALTH Notice of Privacy Practices at https://primahealth.us/privacy-policy.

COOKIES POLICY

When you use or access the PRIMAHEALTH Service, PRIMAHEALTH may place cookies in your web browser. Cookies are small pieces of text sent by your web browser by a website you visit. Cookies can be “persistent” or “session” cookies. PRIMAHEALTH uses both types of cookies for purposes such as: to enable certain functions of the PRIMAHEALTH Service; to provide analytics; to store your preferences; and to enable the delivery of advertisements. PRIMAHEALTH may also use essential cookies to authenticate users and prevent fraudulent use of user accounts.

In addition to PRIMAHEALTH’s own cookies, PRIMAHEALTH may use third-party cookies to help in reporting usage statistics of the PRIMAHEALTH Service, deliver advertisements to you on and through the PRIMAHEALTH Service, and so on. If you would like to delete cookies or instruct your web browser to delete or refuse cookies, visit the help page of your web browser where you can take the steps necessary to do so. Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features we offer, you might not be able to store your preferences, and some of our pages might not display properly.

INTELLECTUAL PROPERTY

PRIMAHEALTH hereby grants you a limited, revocable, non-transferable and non-exclusive license limited solely to viewing or downloading a single copy of the material on the Site and to use the PRIMAHEALTH software to the extent necessary to use PRIMAHEALTH Services solely for your personal use. With the exception of your Electronic Medical Records, PRIMAHEALTH retains all right, title and interest in, and to PRIMAHEALTH, the Services and any Information, products, documentation, software or other materials on the Site. PRIMAHEALTH retains all right, title and interest in, any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing, except for Information on the Site licensed by PRIMAHEALTH, and in that case, the license provider retains all right, title and interest therein. The information available through the Site and the Services is the property of PRIMAHEALTH, or if licensed by PRIMAHEALTH, the license provider. By accepting these terms and conditions, You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate such information to anyone. Use, reproduction, copying, or redistribution of PRIMAHEALTH’s trademarks, service marks and logos is strictly prohibited without the prior written permission of PRIMAHEALTH. The immediately foregoing also applies to any third party trademarks, service marks and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right to use any trademarks, service marks or logos displayed on the Site without the written grant thereof by PRIMAHEALTH or the third party owner of such trademarks, service marks and logos. The Site may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.

NOTICES AND HOW TO CONTACT US

PRIMAHEALTH may provide notice to you via the e-mail address you provided during registration, by a general notice on the Site, or by written communication delivered by first class U. S. Postal Service, or express courier to your address on record in the PRIMAHEALTH account information. You may give notice to PRIMAHEALTH at any time by sending notice by email to notices@primahealth.us . Specific questions and comments should be directed to the appropriate department via our “Contact Us” page.

ELIGIBILITY TO REGISTER ON THE SITE, SUBSCRIBE TO THE SERVICES AND USE THIS SITE AND/OR THE SERVICES

You represent that you are of legal age and you agree to the terms and conditions set forth in these Terms and Conditions, OR you are at least 13 years of age and have the permission of your parent(s)’ or legal guardian(s)’ permission to access and use this Site, to register on the Site, to enroll for the Services of this site, and/or to use the Services offered via this site. Some Services, including, without limitation, access to an PRIMAHEALTH Doctor’s consultation, are not intended to be used by, and are not directed to, anyone less than 18 years of age. If you register for, enroll for, purchase and/or use PRIMAHEALTH services, you represent you are at least 18 years of age. You represent that if you are acting on behalf of an entity, you have the authority to bind such entity.

You also represent that you are not a person barred from enrolling for, and/or receiving, Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site and/or PRIMAHEALTH Services is limited to users in the United States. However, recognizing the global nature of the Internet, it may be possible to access and/or use the Site and/or the Services outside of the United States. In the event of such access and/or use, you agree to comply with all local rules regarding online conduct and transmission of information, including, without limitation, all applicable laws regarding the transmission of technical data exported from the United States or any other jurisdiction, and you acknowledge that PRIMAHEALTH makes no representation or warranty that we, any of the Services, or any information on the Site or transmitted via a Service is lawful in any jurisdiction outside the United States.

To register on the PRIMAHEALTH Site, to subscribe to PRIMAHEALTH Services and to use the PRIMAHEALTH Site and PRIMAHEALTH Services, you agree: (i) to comply with these Terms and Conditions, (ii) acknowledge the Privacy Policy of PRIMAHEALTH as posted on the PRIMAHEALTH website, (iii) to fully, accurately and truthfully complete the registration profile, using valid information that includes, but is not limited to, your name, mailing address, phone number and email address (“Personal Contact Information”, PID), (iv) to fully and accurately complete any and all other items requested or required when you use the Site or the Services, (v) to set your Internet browser to accept “cookies” from the Site, and (vi) that by registering on the Site, subscribing to the Services and/or using the Site or the Services you are agreeing to opt-in to the receipt of communications, such as newsletters and offers, by mail or email from PRIMAHEALTH. If you do not wish to receive such communications, you may opt-out at any time. See “CAN-SPAM ACT Compliance,” below.

You consent to: (i) PRIMAHEALTH’s disclosure of your Personal Contact Information with agents and employees of PRIMAHEALTH and for any other reason as described in our Privacy Policy; and (ii) the use of “cookies.”
In order to determine your compliance with these Terms and Conditions and the Notice of Privacy Practices (the “Privacy Policy”) we reserve the right to monitor your access to and use of the Site and the Services. PRIMAHEALTH may, in its sole discretion, refuse to accept your registration or subscription due to non-compliance with any eligibility or subscription requirement.
Use of the Site and Services – NOT FOR EMERGENCIES. The PRIMAHEALTH Site and Services are not for use for medical emergencies or urgent situations. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.

LIMITATIONS ON USE

You agree not to: (i) access the Site or use the Services in an unlawful way or for any unlawful purpose, (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content or information (including, without limitation, advice and recommendations) (collectively, “Information”) which (x) is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or (y) contains or promotes any virus, worm, Trojan horse, time bomb or other computer programming or code that is designed or intended to damages, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers or Information or facilitate or promote hacking or similar conduct, (iii) impersonates or misrepresents your identity or falsely states or misrepresents your affiliation with a person or entity, (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services, (v) use robots or scripts with the Site, (vi) or attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received by this Site, or (vii) to have anti-virus and/or anti-spyware software running that is set to override the Internet browser’s cookie settings.

You agree that any Information you provide or use on the Site, and your use of the Site or the Services, will not infringe on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. PRIMAHEALTH may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

YOUR ACCOUNT

You are solely responsible for maintaining the confidentiality of your password and for all activities that occur under your password. You agree to prohibit anyone else from using your password and to immediately notify PRIMAHEALTH in writing of any unauthorized use of your password or other security concerns of which you become aware.

ELECTRONIC MEDICAL RECORD

PRIMAHEALTH creates an Electronic Medical Record (“Electronic Medical Record”) specifically for you to store and access your personal health information online, including health conditions, allergies and medications, as well as for providing a licensed physician who uses PRIMAHEALTH to facilitate the conduct of a consultation with you in accordance with his or her obligations under applicable state and federal law with regard to creating and maintaining your medical record(s). Information provided to a physician as part of a smartphone, or telephony-based medical consultation or secure email or web-based medical consultation becomes part of the PRIMAHEALTH Electronic Medical Record established specifically for you, and is subject to applicable state and federal law. You agree to provide accurate and complete information for your Electronic Medical Record, to periodically review such information, and to update information that you provide as needed, which might include allergies, medical conditions, by example. For additional information regarding use of your Electronic Medical Record, please see the Privacy Policy posted on this website. It is your responsibility to confirm any third party information in your Electronic Medical Record. PLEASE NOTE THAT IT IS SOLELY YOUR PHYSICIAN’S OBLIGATION TO USE AND DISCLOSE THE INFORMATION INCLUDED IN YOUR MEDICAL RECORD IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL LAW, INCLUDING, WITHOUT LIMITATION, OBTAINING ANY CONSENTS OR AUTHORIZATIONS THAT MAY BE REQUIRED FOR YOUR INFORMATION TO BE SHARED WITH OTHER PARTICIPATING PHYSICIANSOR HEALTHCARE INSTITUTIONS.

OPERATION AND RECORD RETENTION

PRIMAHEALTH reserves complete and sole discretion with respect to the operation of the Site and the Services. PRIMAHEALTH may, among other things, withdraw, suspend or discontinue any functionality or feature of the Site or the Services. PRIMAHEALTH is not responsible for transmission errors or corruption or compromise of Information carried over local or interchange telecommunication carriers. PRIMAHEALTH is not responsible for maintaining Information arising from an individual’s use of the Site or in respect of the Services. PRIMAHEALTH reserves the right to maintain, delete or destroy all communications and Information posted or uploaded to the Services pursuant to its internal record retention, archiving, and/or destruction policies. Notwithstanding the foregoing, PRIMAHEALTH archives all Personal Information, and Electronic Medical Records, associated with usage of PRIMAHEALTH site and PRIMAHEALTH services for Seven(7) years.

FRAUD

PRIMAHEALTH may contact you by telephone, mail or email to verify your Personal Contact Information. PRIMAHEALTH reserves the right to request further information from you and you agree to provide such further information, to ensure you have not fraudulently completed your registration on the Site or subscription to the Services. If you do not provide this information to PRIMAHEALTH and in the manner requested within fourteen (14) days of such request, PRIMAHEALTH may reject your registration and subscription or suspend your registration and subscription until you satisfactorily comply with PRIMAHEALTH’s information request.

CHARGES AND PAYMENT OF FEES

You agree to timely (or immediately, if required) pay PRIMAHEALTH all amounts due and owing pursuant to the plan for the Services to which you subscribe and for all other fees that may be charged in connection with your use of the Services or upon registration. You may be asked to provide a valid credit card number to make a payment or recurring payments. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with PRIMAHEALTH to pay on your behalf. Payments may be made monthly, quarterly, or annually, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. All pricing terms are confidential, and you agree not to disclose them to any third party.

You should be aware that PRIMAHEALTH may use a third-party payment processor (the “Payment Processor”) to link PRIMAHEALTH to your credit card account. The processing of payments or credits, as applicable, in connection with your use of the PRIMAHEALTH Service will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer in addition to Use Agreement. PRIMAHEALTH is not responsible for any errors by the Payment Processor or your credit card issuer.

BILLING AND RENEWAL

PRIMAHEALTH charges and collects in advance for use of the PRIMAHEALTH Service. PRIMAHEALTH will automatically renew and bill your credit card or issue an invoice to you for your current subscription amount where applicable or as otherwise mutually agreed upon; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with PRIMAHEALTH to pay on your behalf. Fees for other services will be charged on an as-quoted basis. PRIMAHEALTH’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on PRIMAHEALTH’s income.

You agree to provide PRIMAHEALTH with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and telephone number. You agree to update this information immediately upon any change to it. If the contact information you have provided is false or fraudulent, PRIMAHEALTH reserves the right to terminate your access to the PRIMAHEALTH Service in addition to any other legal remedies. Invoices will be billed in United States Dollars (USD) unless requested by you in advance of invoicing.

If you believe your bill is incorrect, you must immediately contact us in writing regarding the amount in question to be eligible to receive an adjustment or credit. You irrevocably waive your right to challenge the accuracy of any bill, or otherwise receive an adjustment or credit to any bill, if you fail to notify PRIMAHEALTH in writing within fifteen (15) calendar days after your receipt of the bill, that you believe the bill is inaccurate (setting forth an explanation of why).

NON-PAYMENT AND SUSPENSION

In addition to any other rights granted to PRIMAHEALTH herein, PRIMAHEALTH reserves the right to suspend or terminate this Use Agreement and your access to the PRIMAHEALTH Service if your account becomes delinquent (falls into arrears) where any invoice is unpaid after the invoice due date whether it is the responsibility of you or a third party to pay the invoice. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your subscription during any period of suspension. If you or PRIMAHEALTH initiates termination of this Use Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that PRIMAHEALTH may bill you for such unpaid fees or charges, unless another party (e.g., your employer or health plan) has contractually agreed with PRIMAHEALTH to pay on your behalf. PRIMAHEALTH reserves the right to impose a reconnection fee in the event your account is suspended and thereafter you request access to the PRIMAHEALTH Service.

TERMINATION FOR CAUSE

Any breach of your payment obligations or the payment obligations of another party (e.g., your employer or health plan) who has contractually agreed with PRIMAHEALTH to pay on your behalf, or unauthorized use of the PRIMAHEALTH Service, will be deemed a material breach of this Use Agreement. PRIMAHEALTH, in its sole discretion, may immediately terminate your password, account, or use of the PRIMAHEALTH Service if you breach or otherwise fail to comply with this Use Agreement.

SECURE PURCHASES

Please review the Privacy Policy to see what measures PRIMAHEALTH takes to enhance the security of your payment and purchase experience on the Site.

UPGRADES AND DOWNGRADES

You may upgrade or downgrade the level of the Services to which you are subscribing at any time by following the instructions on the Site. The upgrade or downgrade shall take effect no later than the date of your next full billing cycle; provided that, PRIMAHEALTH is in receipt of a valid credit card number.

If you have initially subscribed to the Services through a third party, such as your employer, you will be able to upgrade (but not downgrade) the level of the Services from the level offered to you through such third party. If you elect to upgrade your subscription to the Services to a higher level than subscribed for by such third party, then you may, and are solely responsible, for doing so on the Site. You shall also be solely responsible for direct payment to PRIMAHEALTH for any difference between the Services for which the third party has subscribed and for the upgraded Services for which you are electing to subscribe. To upgrade, you must provide a valid credit card number to PRIMAHEALTH for the upgrade charges, which may be recurring. Any special group pricing the third party is receiving will be extended to you should you wish to upgrade or retain any additional services for so long as such third party is receiving special group pricing from PRIMAHEALTH.

REFUNDS

PRIMAHEALTH may provide refunds as determined in its sole and absolute discretion.

SUBSCRIPTIONS THROUGH THIRD PARTIES, SUCH AS EMPLOYER

Your Payment Obligation. If your subscription is being paid for by a third party and that third party ceases to, or at any time is no longer obligated to, pay for your subscription or any other of your fees, you may continue your subscription to the Services; provided, that, you consent and arrange with PRIMAHEALTH to pay PRIMAHEALTH directly for the Services, adhering to the terms and conditions thereto. PRIMAHEALTH may terminate your subscription and access to the Services unless or until you make such payment arrangements and commence payments.

PRESCRIPTION PROGRAM

Please note that only if you have accurately and fully completed the Medical History Assessment and a telephone medical consultation, in order to begin establishing a legal physician/patient relationship, may you be eligible to receive medications that have been prescribed and arranged for by a licensed physician utilizing PRIMAHEALTH services to conduct a medical consultation with you—and only if allowed in the state from which your medical consultation is taking place.

Only when you have accurately and fully completed the Medical History Assessment and have had a telephone medical consultation, in compliance with state law governing the establishment of a legal physician/patient relationship, may you be eligible to get a prescription for medications, as determined by the participating physicians in their sole discretion and subject to their professional and legal obligations. Subscribers may be able to request medications during the telephone medical consultation and the consulting physician may prescribe certain medications for common conditions, if conditions warrant, if appropriate and/or legal. Medications can be called into a local pharmacy or delivered from the mail order pharmacy network. NOTE: No controlled medications are available through participating physicians. You agree that any prescriptions that you acquire from a physician shall be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription.

CAN-SPAM ACT COMPLIANCE

We are committed to being compliant with the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003” (“CAN-SPAM Act”), and e-mail newsletters and correspondence received from us are intended to fully comply with the CAN-SPAM Act. In the event you receive an e-mail from us which you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at the address listed below under the section “Notices and How to Contact Us.” Type “unsubscribe” in e-mails you receive from PRIMAHEALTH. NOTE: YOU CANNOT OPT-OUT FROM RECEIVING FURTHER COMMUNICATIONS FROM PRIMAHEALTH If you wish to subscribe to our SERVICES. IF YOU OPT-OUT OR UNSUBSCRIBE WHILE SUBSCRIBED TO OUR SERVICES, YOU WILL BECOME INELIGIBLE FOR THE RECEIPT OF AND USE OF OUR SERVICES.

THIRD PARTY WEB SITES

PRIMAHEALTH may provide links to third parties’ Web sites. Further, if you click on a banner advertisement that appears on one of the pages of the Site, you may be transported to a third party’s Web site and away from this Site. These Terms and Conditions and the PRIMAHEALTH Privacy Policy apply to your relationship with PRIMAHEALTH only and do not describe the terms and conditions, privacy policies or other policies of third parties with regard to (but without limitation) the collection, use and disclosure of personally identifiable information and personally identifiable health information. PRIMAHEALTH is not responsible for the terms and conditions, privacy practices, accuracy, copyright compliance, legality, decency or any of the Information, products, services or any transmissions received by or through third parties. If you click on a banner advertisement or a link to a third party’s Web site, you should review the privacy policy of the third party’s web site to determine that third party’s practices with regard to the collection, use and disclosure of personally identifiable information and personally identifiable health information. Any link on the Site to any third party’s Web site does not imply an endorsement of the terms or privacy practices of any third party by PRIMAHEALTH. Third parties are not authorized to make any representation or warranty on PRIMAHEALTH’s behalf. You agree that PRIMAHEALTH has no liability, obligation or duty whatsoever for any third party’s terms and conditions or privacy practices or any third party’s Web sites and your use or misuse of them. If you wish to suspend e-mail or mail communications from third parties, you must contact them directly.

RIGHT TO CHANGE TERMS AND CONDITIONS

PRIMAHEALTH may, at any time and from time to time, in its sole discretion, change these Terms and Conditions. Any changes to these Terms and Conditions will be effective immediately upon posting of the changed Terms and Conditions on the Site. You agree to review these Terms and Conditions periodically, and your use of the Site following any such change constitutes your agreement to follow and be bound by such changed Terms and Conditions.

TERM AND TERMINATION

These Terms and Conditions shall commence upon the date you first access the Site. Either you or PRIMAHEALTH may terminate these Terms and Conditions and your right to use the Services at any time in writing, with or without cause. These Terms and Conditions and the licenses granted hereunder shall terminate without notice in the event you fail to comply with the terms and conditions of these Terms and Conditions, as revised from time to time. Upon any termination, you shall destroy all copies of PRIMAHEALTH Information in your possession and cease any access to or use of the Services. If you terminate these Terms and Conditions and thereafter access the Site, you shall be subject to the Terms and Conditions posted on the Site at that time.

LEGAL NOTICES AND DISCLAIMERS

Medical Disclaimers
PRIMAHEALTH makes no representation or warranty as to the content of any treatment response from any participating, licensed, physician. You and your physician are solely responsible for all information and/or communication sent during a telephone medical consultation, secure email consultation or other communication. PRIMAHEALTH does not guarantee that a telephony-based medical consultation or secure email, or web-based, consultation is the appropriate course of treatment for your particular health care problem. You agree to contact your primary care physician immediately should your condition change or your symptoms worsen. If you require urgent care, you should contact your local emergency services immediately. PRIMAHEALTH annually verifies the state licensing status for all participating physician providers. NOTE: In order to create a physician/patient relationship THROUGH YOUR USE OF ANY OF THE SERVICES with a PARTICIPATING Physician, you must complete (i) a Medical History Assessment; and (ii) a “telephone medical consultation WHICH WILL BE SUBMITTED TO THE PARTICIPATING PHYSICIAN.”
Content Disclaimers
You should not use Information found on this Site to replace a relationship with a physician or other healthcare professional and should not rely on the foregoing as professional medical advice. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping or modifying any treatment or medication. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on this Site.
NEITHER THE PRIMAHEALTH WEBSITE NOR PRIMAHEALTH PROVIDE MEDICAL ADVICE. THE PHYSICIANS FACILITATED BY PRIMAHEALTH TO PROVIDE MEDICAL CONSULTATIONS ARE NOT EMPLOYEES OF PRIMAHEALTH AND ARE DIRECTLY RESPONSIBLE FOR THE QUALITY AND APPROPRIATENESS OF THE CARE THEY RENDER DIRECTLY TO YOU. The Information and the Services provided on or through this Site are intended solely as a general educational aid and to assist you in finding a physician that, subject to his or her professional responsibilities, may or may not provide you with medical advice. The Information and Services are not medical or health care advice for any individual problem or a substitute for medical or other professional advice and services from a qualified health care provider assessing your condition in-person. The only way to create a physician/patient relationship with a participating physician is described in these Terms and Conditions. Your use of this Site does not create a physician-patient relationship. Nothing contained in this Site is intended to be used for medical diagnosis or treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by PRIMAHEALTH. Information contained in this Site is compiled from a variety of sources and may or may not be considered authored by PRIMAHEALTH. PRIMAHEALTH makes no representation or warranty as to any such Information.
While PRIMAHEALTH attempts to keep all the information on this site up-to-date, medical treatment and knowledge change quickly. This site should not be considered error-free or as a comprehensive source of all information on a particular topic. PRIMAHEALTH makes no warranties or representations as to the accuracy of the information on the site, and assumes no responsibility for any consequences relating directly or indirectly to any action or inaction you take based upon the information and material on this site. Your use of the PRIMAHEALTH site is subject to the additional disclaimers and caveats that may appear throughout these Terms and Conditions and the site. You assume the entire risk of loss in using this site and information contained on the Site.
Features and specifications of products or services described or depicted on the site are subject to change at any time without notice.
Certain of the Information about health conditions on this Site are provided by third parties. These third parties have not reviewed and do not endorse any information, products, or services other than those clearly marked as being derived from those third parties. You are responsible for reviewing and complying with all terms and conditions, licenses, policies posted on or linked to and from this Site, so as to protect the copyright and licensing terms of those third parties.

DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK – FUNCTIONALITY

Disclaimer of Warranties – Functionality of PRIMAHEALTH Service

A. PRIMAHEALTH, ITS AFFILIATES AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRIMAHEALTH SERVICE OR ITS CONTENT.

B. PRIMAHEALTH, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:

THE USE OF OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;

THE PRIMAHEALTH SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

ANY STORED DATA WILL BE ACCURATE OR RELIABLE;

THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRIMAHEALTH SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

ERRORS OR DEFECTS WILL BE CORRECTED; OR

THE PRIMAHEALTH SERVICE OR THE SERVER(S) THAT MAKE THE PRIMAHEALTH SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

C. PRIMAHEALTH DOES NOT AUTHORIZE ANY THIRD PARTY TO MAKE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES ON ITS BEHALF.

D. THE PRIMAHEALTH SERVICE AND ALL OF ITS CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.

E. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRIMAHEALTH, ITS AFFILIATES AND ITS LICENSORS HEREBY DISCLAIM ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

Assumption of Risk – Functionality of PRIMAHEALTH Service

THE USE OF THE PRIMAHEALTH SERVICE OR ANY PORTION OF THE PRIMAHEALTH SERVICE IS STRICTLY AT YOUR SOLE RISK. YOU HEREBY RELEASE PRIMAHEALTH, ITS AFFILIATES AND ITS LICENSORS FROM ALL CLAIMS WHICH MAY RESULT FROM THE USE OF THE PRIMAHEALTH SERVICE OR ANY PORTION OF THE PRIMAHEALTH SERVICE, OR THE NEGLIGENCE OF PRIMAHEALTH, ITS AFFILIATES AND ITS LICENSORS, BUT THIS PROVISION EXPRESSLY DOES NOT INCLUDE ANY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

DISCLAIMERS – HEALTHCARE SERVICES

The PRIMAHEALTH Service does not provide health care services; the PRIMAHEALTH Service simply provides a system to facilitate communication with the Providers using PRIMAHEALTH’s owned or licensed health information database and software. PRIMAHEALTH verifies the state and national (NPI, DEA) licensing status for all PRIMAHEALTH-contracted Providers; however, it is your obligation to verify the state and national (NPI, DEA) licensing status for all Providers who are not contracted by PRIMAHEALTH. Such Providers may include, but are not limited to, Providers whose services are offered to you as part of a subscription or bundled services package by your employer, health plan, physician, or on the PRIMAHEALTH website or hosted portal.

PRIMAHEALTH SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PROVIDER PROVIDING MEDICAL CARE OR ADVICE (INCLUDING BUT NOT LIMITED TO PRESCRIBING MEDICATIONS) THROUGH THE PRIMAHEALTH SERVICE.

PRIMAHEALTH FURTHER DISCLAIMS ALL LIABILITY (INCLUDING ANY LIABILITY FOR A REFUND) FOR THE FAILURE OF A NON-CONTRACTED PROVIDER TO RENDER CARE TO YOU OR OTHERWISE FULFILL THE TERMS OF SERVICE OF YOUR SUBSCRIPTION OR BUNDLED SERVICES PACKAGE. A NON-CONTRACTED PROVIDER IS A PROVIDER NOT DIRECTLY CREDENTIALED AND CONTRACTED BY PRIMAHEALTH BUT WHOSE SERVICES MAY BE OFFERED TO YOU AS PART OF A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE BY YOUR EMPLOYER, HEALTH PLAN, PHYSICIAN, OR ON THE PRIMAHEALTH WEBSITE OR HOSTED PORTAL. PRIMAHEALTH IS NOT RESPONSIBLE FOR PROVIDING YOU ADDITIONAL SERVICES PURCHASED VIA A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE.

The PRIMAHEALTH Service is not a replacement for your primary care physician or annual office check-ups, nor is it a replacement for other treating providers. Consultations through the PRIMAHEALTH Service treat the majority of common medical and behavioral health conditions, however a small number of cases require an in-person visit for complete care. With respect to psychotherapy and counseling, you understand that information discussed in any sessions is for therapeutic purposes only and is not intended for use in any legal proceedings involving any other individuals participating in any sessions. You agree not to subpoena any Provider to testify for or against individuals (including you) participating in the sessions or to provide records in court actions against other individuals participating in any sessions. You understand that anything any individual participating in any session tells a Provider individually, whether on the phone or otherwise, may at the Provider’s discretion be shared with any other individual participating in the sessions.

The PRIMAHEALTH Service is not an online pharmacy, nor is it a Medicare prescription drug plan. Providers using the PRIMAHEALTH Service do not, via the PRIMAHEALTH Service, prescribe elective medications, narcotic pain relievers, or drugs listed as controlled substances by the U.S. Drug Enforcement Agency or regulated under state law. Review the DEA Controlled Substances Schedule (http://www.deadiversion.usdoj.gov/schedules/index.html) if you are interested in a particular prescription and are uncertain if it is listed as a controlled substance. PRIMAHEALTH does not guarantee that a specific medication will be prescribed by a Provider if requested, particularly where prescribing of the medication is in violation of PRIMAHEALTH’s Treatment Policies or not medically appropriate, as determined by the Provider in the Provider’s sole discretion.

The PRIMAHEALTH Service does not meet the minimum essential coverage (MEC) requirements imposed by the Patient Protection and Affordable Care Act (PPACA) or any minimum creditable coverage (MCC) requirements imposed by any state laws. The PRIMAHEALTH Service is not a Qualified Health Plan under the PPACA.

The PRIMAHEALTH Service is not insurance and is not intended to replace health insurance; it is a telemedicine service available on a membership basis. The offering of products and services by PRIMAHEALTH is not to be construed as the sale of insurance product(s) or otherwise engaging in the transaction of insurance.

You authorize PRIMAHEALTH to use and publish any comments you choose to share about the PRIMAHEALTH Service, such as comments shared in the PRIMAHEALTH Patient Satisfaction Survey and/or via third-party service providers contracted for such purposes, unless specified otherwise. PRIMAHEALTH will only publish the comments with your first name and the state of requested service.

PRIMAHEALTH does not warrant or validate any information provided by a third party (including, but not limited to, your employer, health plan, or the Providers) even if the information is about the PRIMAHEALTH Service, whether through advertisements, promotions, communications, or other materials, and does not assume any responsibility or liability for the accuracy of such information.

PRIMAHEALTH has the right to refuse access to the PRIMAHEALTH Service to any person, agency, or organization, at any time, for any reason, or for no reason at all.

INTERNET DELAYS

THE PRIMAHEALTH SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PRIMAHEALTH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

GENERAL DISCLAIMERS

A. YOU ACKNOWLEDGE THAT YOUR USE OR MISUSE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON OR PROVIDED THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW PRIMAHEALTH AND ITS MEMBERS, SHAREHOLDERS, DIRECTORS, MANAGERS, ENPLOYEES, OFFICERS, OFFICERS, CONTRACTORS, AGENTS, REPRESENTATITIVES, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, PRIMAHEALTH MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, PRIMAHEALTH SPECIFICALLY disclaims all liability for the ACTS OR OMISSIONS OF ANY PARTICIPATING PHYSICIANS PROVIDING MEDICAL CARE TO SUBSCRIBERS.

B. You acknowledge and agree that we are not responsible for (i) any printing, typographical or technological errors regardless of the matter, media, material or form thereof, (ii) electronic, human, equipment programming or other error, omission, interruption, defect or delay which may occur regardless of the matter, media, material or form thereof, (iii) incorrect, inaccurate, late, lost, stolen, illegible, incomplete or misdirected matters or information regardless of the matter, media, information or form thereof, (iv) technical failures of any kind, (v) inadvertent loss of information; and/or (vi) unauthorized human intervention in any part, material or process or otherwise.

C. PRIMAHEALTH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT: THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION MEDICATIONS; OR ANY TREATMENT, ACTION OR APPLICATION OR PREPARATION OF MEDICATION BASED ON INFORMATION OFFERED OR PROVIDED THROUGH THE SERVICES.

D. PRIMAHEALTH does not endorse the promotions, products or services of any third parties. PRIMAHEALTH does not warrant or validate the Information of any third party’s advertisements, promotions, communications, or other materials. PRIMAHEALTH does not assume any responsibility or liability for the accuracy of Information contained in the Site or as stated above under “Third Party Web Sites.”

LIMITATION ON LIABILITY

A. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL PRIMAHEALTH (INCLUDING THE PRIMAHEALTH SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS BE LIABLE:

IN ANY WAY FOR YOUR USE OF OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS OR OMISSIONS IN ANY CONTENT, INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE; OR
FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, ARISING FROM OR IN CONNECTION WITH THE PRIMAHEALTH SERVICE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE RESULTING FROM YOUR USE OF THE PRIMAHEALTH SERVICE.

B. YOU HEREBY RELEASE PRIMAHEALTH (INCLUDING THE PRIMAHEALTH SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF ANY AND EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, RESULTING FROM YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE OR THE NEGLIGENCE OF PRIMAHEALTH (INCLUDING THE PRIMAHEALTH SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS. TO THE EXTENT ALLOWED BY LAW, ANY LIABILITY OF PRIMAHEALTH (INCLUDING THE PRIMAHEALTH SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS FOR ANY CLAIMS YOU MAY HAVE AGAINST THEM IS LIMITED TO THE PROPORTIONATE AMOUNT OF THE VISIT OR SUBSCRIPTION FEES ACTUALLY PAID BY YOU THAT ARE ATTRIBUTABLE TO THE APPLICABLE SERVICE, INCIDENT, OR AFFECTED PERIOD GIVING RISE TO SUCH CLAIM. THIS PROVISION EXPRESSLY DOES NOT INCLUDE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

C. IN NO EVENT SHALL PRIMAHEALTH BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF (i) ONE MONTH’S (1 MONTH’S) SUBSCRIPTION RATE OF YOUR SUBSCRIPTION PLAN, OR (ii) IN THE EVENT NO SUBSCRIPTION PRICE WAS PAID OR REQUIRED, $1,000. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PRIMAHEALTH BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF THE SERVICES OR LOSS OF INFORMATION, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS SITE OR ANY SERVICE OFFERED OR PROVIDED THROUGH THIS SITE OR BY OTHER MEANS OR ANY INFORMATION OR PRODUCTS CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED OR SERVICES SUBSCRIBED TO ON THIS SITE OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF PRIMAHEALTH IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. TO THE EXTENT CERTAIN JURISDICTIONS RESTRICT ANY OF THE ABOVE LIMITATIONS OF LIABILITY; SUCH LIMITATIONS SHALL NOT APPLY IN SUCH JURISDICTIONS TO THE EXTENT OF SUCH RESTRICTIONS. YOU ACKNOWLEDGE AND AGREE THAT PRIMAHEALTH’S aggregate liability to YOU for any damages, losses, fees, charges, expenses or liabilities and in circumstances where the FOREGOING LIMITATION is finally determined to be unavailable shall not exceed the SUBSCRIPTION PRICE PAID BY YOU FOR the one (1) month period prior to the time of the first occurrence of the subject damages, losses, fees, charges, expenses or liabilities.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

LOCAL LAWS AND EXPORT CONTROL

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the United States. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the PRIMAHEALTH Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

PRIMAHEALTH, Its affiliates and its licensors make no representation that the PRIMAHEALTH Service is appropriate or available for use in other locations. If you use the PRIMAHEALTH Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the content of the PRIMAHEALTH Service contrary to United States law is prohibited. None of the content of the PRIMAHEALTH Service, nor any information acquired through the use of the PRIMAHEALTH Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

NOTICE

Except as this Use Agreement specifically provides otherwise, you must provide PRIMAHEALTH notice by calling or writing PRIMAHEALTH at its registered address. PRIMAHEALTH may provide you notice through one or more of the following: Correspondence through general notice on the PRIMAHEALTH Service, to your last known address, to any fax number or e-mail address you have provided PRIMAHEALTH, by calling you on any phone number you have provided PRIMAHEALTH, by voice message on any phone number you have provided PRIMAHEALTH, or by text message to any phone number you have provided PRIMAHEALTH that accepts text messages.

CONTACTING YOU REGARDING BILLING AND COLLECTIONS

You expressly authorize, and specifically consent to allowing, PRIMAHEALTH and any of PRIMAHEALTH’s agents to contact you in connection with any and all matters relating to unpaid past due fees or charges you may owe PRIMAHEALTH. You agree that, for attempts to collect unpaid past due fees or charges, PRIMAHEALTH and any of its agents may contact you at any mailing address, telephone number, cellular phone number, email address, or any other electronic address that you have provided, or may in the future provide, to PRIMAHEALTH. You agree and acknowledge that any e-mail address or any other electronic address that you provide to PRIMAHEALTH is your private address and is not accessible to unauthorized third parties. For attempts to collect unpaid fees or charges, you agree that in addition to individual persons attempting to communicate directly with you, any type of contact described above may be made using, among other methods, pre-recorded or artificial voice messages delivered by an automatic telephone dialing system, pre-set e-mail messages delivered by an automatic e-mailing system, or any other pre-set electronic messages delivered by any other automatic electronic messaging system.

ASSIGNMENT

You may not assign, transfer or delegate these Terms and Conditions or the Privacy Policy or any part of them without PRIMAHEALTH’s prior written consent. PRIMAHEALTH may freely transfer, assign or delegate all or any part of these Terms and Conditions and the Privacy Policy, and any rights and duties hereunder or thereunder. These Terms and Conditions and the Privacy Policy will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of these Terms and Conditions or the Privacy Policy, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

GOVERNING LAW AND JURISDICTION AND VENUE

A. These Terms and Conditions and the Privacy Policy shall be governed by and construed in accordance with the laws of the State of Florida, as amended from time to time, without regard to principles of conflicts of law. Any action or proceeding arising out of or relating pursuant to these Terms and Conditions or Privacy Policy shall be brought to Arbitration, which shall be held in Miami-Dade County, Florida.

B. This Web site can be accessed from the United States and other countries worldwide. Since the laws of each State or country may differ, you agree that the statutes and laws of the State of Florida, without regard to any principles of conflicts of law, will apply to all matters relating to your use of this Site. PRIMAHEALTH makes no representation that Information or services provided on or through this Site are appropriate or available for use in other locations, and accessing them from territories where such Information is illegal is prohibited. If you choose to access the Site from other locations, you do so, on your own initiative and are responsible for compliance with local laws.

DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS

In those rare instances where your concern is not resolved to your satisfaction through calls to our customer care, you and PRIMAHEALTH each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If the dispute is not resolved, you and PRIMAHEALTH agree that the dispute will be resolved through individual binding arbitration or small claims court, instead of courts of general jurisdiction.

Mandatory Arbitration and Waiver of Class Action. Instead of suing in court, you and PRIMAHEALTH agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by accepting the terms and conditions of this Use Agreement, you and PRIMAHEALTH are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted.

In arbitration, there is no judge or jury. Disputes are instead decided by a neutral third-party arbitrator in a more informal process than in court. In arbitration, there is limited discovery and the arbitrator’s decision is subject to limited review by courts. However, just as a court would, the arbitrator must honor the terms and conditions of the Use Agreement and can award damages and relief, including any attorneys’ fees authorized by law.

“Disputes” shall include, but are not limited to, any claims or controversies against each other related in any way to or arising out of in any way the PRIMAHEALTH Service or this Use Agreement, including, but not limited to, billing services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if the claim arises after use of or access or subscription to the PRIMAHEALTH Service has terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the PRIMAHEALTH Service brings against PRIMAHEALTH (including the PRIMAHEALTH Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, or licensors; (b) you bring against a third party, such as a Provider, that are based on, relate to, or arise out of in any way the use of or access or subscription to the PRIMAHEALTH Service or this Use Agreement; or (c) PRIMAHEALTH brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and PRIMAHEALTH, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before this Use Agreement or out of a prior Use Agreement with PRIMAHEALTH; (iii) claims that are subject to on-going litigation where you are not a party or class member; and/or (iv) claims that arise after the termination of your use of or access or subscription to the PRIMAHEALTH Service or this Use Agreement.

DISPUTE NOTICE AND DISPUTE RESOLUTION PERIOD

Before initiating an arbitration or a small claims matter, you and PRIMAHEALTH each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to PRIMAHEALTH should be sent to PRIMAHEALTH’s registered address and also to (if the registered address is different): PRIMAHEALTH, LLC., 2950 SW 27th Avenue, Suite 100, Miami FL 33133, Attn: Officers. PRIMAHEALTH will provide a Notice of Dispute to you at your last known physical address or email address. PRIMAHEALTH will assign a representative to work with you and try to resolve your Dispute to your satisfaction. You and PRIMAHEALTH agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or PRIMAHEALTH may commence an arbitration proceeding or small claims action.

ARBITRATION TERMS, PROCESS, RULES, AND PROCEDURES

Unless you and PRIMAHEALTH agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in Miami-Dade County, Florida (or such other location to which PRIMAHEALTH agrees). The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about filing, administration, discovery, and arbitrator’s fees. The JAMS Rules are available on its website at jamsadr.com. Notwithstanding any JAMS Rule to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that only a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.
The Federal Arbitration Act (“FAA”) applies to your use of or access or subscription to the PRIMAHEALTH Service and this Use Agreement and arbitration provision. We each agree that the FAA’s provisions – not state law – govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or PRIMAHEALTH to arbitrate on a class-wide, representative, or consolidated basis.
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. YOU AND PRIMAHEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and PRIMAHEALTH expressly 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 class proceeding. If any portion of this provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
We each are responsible for our respective costs, including our respective attorneys, experts, and witnesses, unless this Use Agreement or applicable law otherwise permits the award of such to PRIMAHEALTH. We each will pay equally for any filing or case management fees associated with the arbitration and professional fees for the arbitrator’s services.
An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.

6. As an alternative to arbitration, we may resolve Disputes in small claims court
in Miami-Dade County, Florida (or such other location to which
PRIMAHEALTH agrees).

NO TRIAL BY JURY AND NO CLASS ACTION

IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE PRIMAHEALTH SERVICE OR THIS USE AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM, OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT

TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERTING A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless PRIMAHEALTH, Its Affiliates and its Licensors from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions and suits (no matter whether at law or equity), fees, costs and attorneys’ fees (including appellate level) of any kind whatsoever arising, directly or indirectly, out of or in connection with (i) your use or misuse or of the Site or the Services or any Information posted on the Site, (ii) your subscription, (iii) your breach of the Terms and Conditions or the Privacy Policy , (iv) your relationship with any participating physician , (v) the content or subject matter of or any Information you provide to PRIMAHEALTH, any of its Affiliates, any participating physician or Customer service agent, and/or (vi) any negligent or wrongful action or omission by you in the use or misuse of the Site or the Services or any Information posted on the Site, including, without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

WAIVER

YOU AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

OTHER IMPORTANT TERMS

Subject to federal and state law or unless this Use Agreement specifically provides otherwise, your use of and access or subscription to the PRIMAHEALTH Service and this Use Agreement is governed solely by the laws of the state of Florida, without regard to conflicts of law principles. If either of us waives or doesn’t enforce a requirement under this Use Agreement in an instance, we don’t waive our right to later enforce that requirement. Except as this Use Agreement specifically provides otherwise, if any part of this Use Agreement is held invalid or unenforceable, the rest of this Use Agreement remains in full force and effect. This Use Agreement isn’t for the benefit of any third party except PRIMAHEALTH’s subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, licensors, and predecessors and successors in interest. You can’t assign this Use Agreement or any of your rights or duties under it, unless PRIMAHEALTH agrees to the assignment. PRIMAHEALTH can assign this Use Agreement without notice. You cannot in any manner resell the PRIMAHEALTH Service to another party. This Use Agreement and the documents it incorporates make up the entire agreement between us and replaces all prior written or spoken agreements – you can’t rely on any contradictory documents or statements by sales or service representatives or the Providers. The rights, obligations, and commitments in the Use Agreement that, by their nature, would logically continue beyond the termination of your use of or access or subscription to the PRIMAHEALTH Service (for example, those relating to billing, payment, dispute resolution, no class action, no jury trial) survive termination of your use of and access and subscription to the PRIMAHEALTH Service and this Use Agreement.

FORCE MAJEURE

Notwithstanding anything herein to the contrary, PRIMAHEALTH shall not be liable for any losses arising out of the delay or interruption of its performance of any obligations due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond its reasonable control.

NO THIRD PARTY RIGHTS

Unless expressly stated in these Terms and Conditions or in the Privacy Policy to the contrary, nothing herein or in the Privacy Policy is intended to confer any rights or remedies under or by reason of these Terms and Conditions or the Privacy Policy on any persons other than you, PRIMAHEALTH, its Licensors and its Affiliates. Nothing in these Terms and Conditions and the Privacy Policy is intended to relieve or discharge the obligation or liability of any third persons to any of you, PRIMAHEALTH, its Licensors or its Affiliates, nor shall any provision give any third persons any right of subrogation or action over or against you, PRIMAHEALTH, its Licensors or its Affiliates.

ENTIRE AGREEMENT; HEADINGS AND CONSTRUCTION; SEVERABILITY

These Terms and Conditions and the Privacy Policy constitute the sole and only agreement of you and PRIMAHEALTH and supersede any prior understandings or written or oral agreements between you and PRIMAHEALTH with respect to their subject matter and constitute a complete and exclusive statement of the terms of the agreement between you and PRIMAHEALTH with respect to their subject matter. The headings contained in these Terms and Conditions and the Privacy Policy are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms and Conditions and the Privacy Policy . The provisions of these Terms and Conditions and the Privacy Policy are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

ENFORCEMENT COSTS

If any civil action or other legal proceeding is brought for the enforcement of any of these Terms and Conditions or the Privacy Policy or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of any of these Terms and Conditions or the Privacy Policy, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).

ELECTRONIC SIGNATURE

I have read this Use Agreement and I understand it. I agree to comply with it, on behalf of myself and on behalf of any other person on whose behalf I am or may in the future be seeking medical care including, but not limited to, mental or behavioral health services. I understand and agree that if I fail to comply with the terms of the Use Agreement, I may be prohibited from using the PRIMAHEALTH Service, and I will hold PRIMAHEALTH harmless from any liability arising from my failure to comply. I hereby certify that I am at least eighteen years of age and possess the legal right and ability to enter into this Use Agreement under the name in which I have registered to use the PRIMAHEALTH Service. I further certify that I am physically present in the state that I have designated at the time that I am accessing the PRIMAHEALTH Service. I understand and acknowledge that my ability to access the PRIMAHEALTH Service is conditional upon the above-mentioned criteria of my certification of age, legal authority, and physical presence at the time that I access the PRIMAHEALTH Service, and that the Providers are relying upon this certification in order to interact with and facilitate health care services to me.

EFFECTIVE AND REVISED 01/30/23