Introduction

‍‍Welcome to Primum, a digital platform empowering licensed medical professionals and others to engage with each other to share general, practical insights and knowledge, helping them to deliver better care, provide better services, and be more knowledgeable.

These terms and conditions of use (“Terms of Use”) govern your (“you” and “your”) use of the website located at primum.co and its subpages, and any associated websites, mobile sites or applications, products, and software (collectively the “Sites”). The Sites are intended to facilitate providing information and support regarding certain illnesses through connecting licensed medical professionals with other medical professionals for information conversation (collectively, the “Services”). The Sites and the Services are owned and controlled by Primum Health, Inc. and its subsidiaries, affiliates, successors, and assigns (collectively, “we,” “us,” or “our”).

Please read these Terms of Use carefully and in their entirety, as these Terms of Use include important information about your legal rights, remedies, and obligations. Feel free to contact us if you have any questions regarding these Terms of Use.

Acceptance of Terms

‍Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Sites and the Services. By using the Sites and the Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Use and our Privacy Policy.  Please note that additional terms and conditions may apply to some of the Services, all of which terms are made a part of these Terms of Use by reference. In the event of a conflict between these Terms of Use and the terms posted to a specific portion of a Site or for any of the Services, the supplemental terms shall control with respect to your use of the specific portion of the Sites or the Services.

Additionally, your ability to use some of the Services may involve other terms and conditions regarding third party products and services. These terms and conditions may apply to you, but in no event shall such terms apply to us.

Conditions of Use and Terms

To use any of the Sites or the Services, (i) you must be lawfully permitted to access websites in the United States; (ii) if you wish to present yourself as having any medical expertise, you must be a currently licensed medical or allied professional in the United States, with a license or certification (as applicable) in good standing without any restrictions in at least one state; and (iii) you must be actively engaged in the medical field, either as a provider; an expert in administrative matters pertaining to medical care; or as a manufacturer of drugs, devices or supplies used in the medical field.

‍Privacy Practices

You agree that information provided by you in connection with the Sites and the Services shall be governed by our Privacy Policy, which is hereby incorporated and made a part of these Terms of Use. Please read the Privacy Policy to learn how your information will be handled.

Your Account
‍‍
‍These Terms of Use will remain in full force and effect for as long as you use the Sites and any of the Services. To use many of the Services, you must first create a user account (“Account”). In order to make an Account on the Sites, you will need to make certain representations and warranties, including, if applicable, a verification that you are a licensed medical professional. Any information that you provide to us in connection with your Account should be accurate and not misleading.

You must safeguard your login information that you use to access your Account and you must not disclose this information to anyone. You must not allow any other individuals to use your Account on your behalf. In the event that an individual uses your Account on your behalf, you agree that (i) the terms “you” and “your” as used in these Terms of Use will also apply to any person accessing your Account on your behalf, and (ii) you will promptly notify us of such unauthorized use of your Account or password by emailing us at info@primum.com.

We may contact you by telephone, mail, text, or email to verify your Account information. We may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Sites and the Services until you provide the information to us as requested.

In the event that your Account is terminated, these Terms of Use will remain, to the extent applicable, in full force and effect.

We reserve the right, in our sole discretion, to terminate your Account, with or without cause, and with or without notice.

Services ‍

‍Medical Disclaimers

‍‍‍We provide information regarding a variety of health, medical and wellness topics on our Sites. If you are using the Sites, you agree that it is not appropriate to reference either (i) the informal discussions or exchange of information through the Sites (or any related applications or services), or (ii) the identity of any medical provider consulted on the site (or any related applications or services), in any medical record, patient report, claim for services or other formal clinical notation or record in any manner, and you agree that you will not do so. Conversations that occur on the platform between licensed medical providers, in good standing, should be considered informal conversations that do not constitute the practice of medicine. You agree that Primum is providing the Sites and Services solely to facilitate the exchange and review of information and such information is intended for conversational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. You further agree that Primum is NOT engaged in medical practice, and nothing herein shall be construed as Primum performing any activities that constitute any licensed profession. In performing Services, users shall not (a) state, imply or hold out to any individual or entity that either the users or Primum is practicing medicine through dialogue on Primum, or (b) advise, diagnose, or otherwise treat any individuals through the use of the Sites or Services. The content of the Sites and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by us.

Users accessing the Sites and the Services assume full responsibility for the use of the information. Your decisions to incorporate any information obtained, arising out of, or resulting from your interactions with our Sites, or information you receive from our Sites, in treatment decisions or otherwise, are your own. Neither we, nor any of our subsidiaries or affiliates or any third party who may promote the Sites or the Services, shall be liable for any claim, loss, or damage arising from any advice or information obtained on the Sites. The Sites and the Services are not directed at, and should not be used by patients in need of or seeking medical care.

Primum does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on the Sites. Your reliance upon the information found on the Sites is solely at Your own risk.

Not for Emergencies

‍‍The Sites and the Services are NOT intended for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Sites. If you are contacted by an individual experiencing an emergency, you should advise such individual to call 9-1-1 immediately. Any patient experiencing an emergency should seek emergency help or follow up care when recommended by a provider or when otherwise needed.

Availability of Services

‍‍We operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling in and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Sites and/or the Services is limited exclusively to users located in states within the United States where the Services are available. Accessing the Sites or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

User Information

‍In your use of the Sites or the Services, you may submit, upload, post, or transmit to us content, including without limitation text, photos, audio, code, instructions, requests, ideas, suggestions, comments, forms and agreements, files, videos, images, and other materials (collectively, “User Information”).

You agree not to provide any User Information that:

- contains sexually explicit content that is pornographic, obscene, harmful to minors, or constitute violations of child pornography or child sexual exploitation laws; 
- denigrates any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise; 
- harasses any individual or group;
- exploits images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s)); 
- makes use of offensive language or images; 
- promotes physical harm of any kind against any individual or group or characterizes violence as acceptable, glamorous, or desirable; 
- provides instructional information about illegal activities;
- contains or transmits any virus or any other programming routines that may detrimentally interfere with computer systems or data;
- contains information that could be used for identity theft purposes, such as social security numbers, credit card, bank account or other financial information, driver's license numbers, security codes or passwords;
- contains private or sensitive information about any other individual, such as information about that person's sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, physical or mental health conditions, or other sensitive matters, without first obtaining that person's express permission; or
- contains the image, name, or likeness of anyone other than yourself, unless you have first obtained that individual's express permission.

We respect and uphold patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and Accountability Act (“HIPAA”), and, subject to HIPAA regulations, will obtain express patient consent prior to sharing any patient-identifiable information to a third party for purposes other than treatment, payment or health care operations.

Notwithstanding the above, you understand and agree that any User Information you provide through the Sites or the Services, whether by direct entry, submission, phone, text, chat, email or otherwise, including, but not limited to, data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary. By submitting, posting, or displaying User Information, you give us and our sub-licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Information that you submit, post, or display on or through the Sites or the Services, to the extent permitted by applicable privacy laws.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. We shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Sites or the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

You represent and warrant that you have the right to provide all User Information as set forth herein. If you violate the restrictions set forth in this User Information section or under “Your Restrictions” below, we have the right to immediately remove your User Information from the Sites.

We do not and shall not have any obligation to review User Information, and therefore we do not guarantee the accuracy, integrity or quality of User Information and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Information will not appear on our Sites or in our Services. We do, however, reserve the right to review any or all User Information in our sole discretion. In addition, we reserve the right to alter, edit or remove any User Information, in whole or in part, at our sole discretion.

You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the User Information posted by others except as expressly set forth in these Terms of Use.

User Information posted on our Sites by any person, regardless of that person's affiliation or non-affiliation with us, reflect only the opinions of the person posting the User Information.

Your Restrictions

‍You may not:

- use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Sites, deep-link to any feature or content on the Sites, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Sites;
- use any content or information available on the Sites or through the Services for any unauthorized purpose;
- interfere with or damage the Sites or servers or networks connected to the Sites or disobey any requirements, procedures, policies, or regulations of networks connected to the Sites, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing of electronic mail address information, or similar methods or technology;
- upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
- upload, post, e-mail, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships; impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; 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 the Sites;
- harvest or collect Personal Data (as defined in the Privacy Policy) about any other individual who uses the Sites or the Services; infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including, but not limited to, such rights of third parties; and
- assist any third party in engaging in any activity prohibited by these Terms of Use.

In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of your information or related materials from the Sites.

Your Representations and Warranties

‍In addition to any other representations and warranties set forth in these Terms of Use, you represent and warrant and agree that:

- you have the full right and power to enter into and perform these Terms of Use;
- you will comply with the above acceptable use requirements;- you are older than 18 years old, as the Services are only for users of the age of 18 or older;
- you are not excluded from participation in any program funded in whole or in part by the federal government or any state government;
- you have not been convicted of, or to your knowledge under investigation for, or in litigation with respect to, any fraud, crime, or violation related to the delivery of health care services or related goods or services;
- if you are a medical professional or intend to represent yourself as a medical professional on the Sites or in the Services, you are licensed and in good standing to practice medicine in your state.

Individual Pages

‍When you use our Services, you may be creating and maintaining, on behalf of yourself or another person, an individual site or individual pages (collectively referred to as “Individual Pages”). Access to each Individual Page is controlled by the privacy settings selected by the creator of the Individual Page.

We may, without prior notice, deactivate or delete your Individual Page. Cause for deactivation includes without limitation: (a) breaches or violations of these Terms and Conditions or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by the subject of an Individual Page or a person authorized to represent that person, (d) discontinuance or material modification to the Individual Page (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Further, you agree that all terminations for cause will be made our sole discretion and that we will not be liable to you or any third-party for deactivation of an Individual Page.

We recommend that, from time to time, you take steps to preserve your Individual Page so that you will have an archival copy.

Consent to Communications

‍When you use the Sites or Services, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing

By providing us with your phone number, you are agreeing to be contacted by us at the number you have provided, including calls and text messages, to receive informational, Services related and marketing communications relating to the Sites and the Services. You can opt-out of receiving further calls and text messages by contacting us at the Contact Information set forth below. Please note that by withdrawing your consent, some Site features and certain Services may no longer be available to you.

Ownership and Copyright

‍Copyrights, trademark rights, database rights, design rights, and any and all other intellectual property and other rights relating to the Sites, the Services, and any information or documents offered by us and/or the Sites existing now or in the future including but not limited to computer programs, source and object code, documentation, software graphics, text, images, designs, videos, sound, illustrations, animations, databases, logos, domain names, trade names and trade identities (collectively, the “Materials”), are our property. All elements of the Sites, including without limitation the general design and the Materials, are protected by trade dress, copyright, moral rights, trademark, and other laws relating to intellectual property rights. The Sites, the Services, and the Materials may only be used for the intended purpose for which they are being made available.

Images of people or places displayed on the Sites are either our property or used with permission. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms of Use or specific permission provided elsewhere on the Sites. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

A single copy of the Materials may be downloaded or otherwise copied from the Sites for non-commercial personal use only, provided however, that all copyright and other proprietary notices are kept intact. Any further copying, reproduction, publication, posting, transmission, or distribution of any part of the Materials in any way is prohibited. Except as provided herein, no license or right, express or implied, is granted to any person under any intellectual property right. Except as authorized under copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available through the Sites. Modification of the Materials or use of the Materials for any other purpose is a violation of our copyright and other proprietary rights. We neither warrant nor represent that your use of the Materials will not infringe the rights of third parties not owned by or affiliated with us.

Digital Millennium Copyright Act 

‍‍‍The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that content appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content posted on the Sites infringe your copyright, you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the content be removed, or access to it blocked. The notice must include the following information:

- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Sites are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Sites;
- Your name, address, telephone number, and email address (if available);A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Sites should be sent to the contact information listed below. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

Accuracy of Information and Functionality

‍We make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Sites, the Services descriptions, the Materials, and other content on the Sites. It is possible that the Sites could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Sites by third parties. Materials contained on the Sites may be changed or updated without notice. Additionally, we shall have no responsibility or liability for information or content posted to the Sites from any third party not affiliated with us. We may at our discretion withdraw, suspend, or discontinue any functionality or feature of the Sites or the Services, among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carriers. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Sites in accordance with our internal record retention and/or destruction policies.

‍Links to Other Websites

‍The Sites may allow connectivity (e.g., via links or references) through websites, platforms, and applications maintained by third parties such as Facebook and Twitter over whom we have no control. Any content you provide through those third party websites are subject to terms and conditions of those websites. Inclusion of any link to such third party websites does not imply an endorsement or recommendation by us. We make no representations or warranties of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. If you decide to access any of the third party websites linked to the Sites, you do so entirely at your own risk.

‍Disclaimer of Warranties

‍YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SITES OR THE SERVICES IS AT YOUR SOLE RISK. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (2) WE MAKE NO WARRANTY THAT (a) THE SITES OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES OR THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SITES WILL BE CORRECTED; (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITES OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS; AND (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONAL INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. SPECIFICALLY, WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF ELECTRONIC OR TELECOMMUNICATION SERVICES AND ACCESS TO THE ELECTRONIC OR TELECOMMUNICATION SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE ELECTRONIC OR TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE ELECTRONIC OR TELECOMMUNICATION SERVICES. WE DO NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

Limitation of Liability Regarding Use of the Sites

‍EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE WEBSITE AND SERVICES, INCLUDING WITHOUT LIMITATION: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION OR PRODUCTS OR SERVICES YOU RECEIVE IN, THROUGH, OR FROM THE SITES OR THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (e) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR WITH RESPECT TO THE SERVICES.

No Third Party Rights

‍Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns, nor shall any provision give any third parties any right of subrogation or action over against you and your respective affiliates, successors and assigns and us and our respective affiliates, successors, and assigns.

‍Assignment
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‍You may not assign, transfer, or delegate these Terms of Use or any part thereof without our prior written consent. We may freely transfer, assign, or delegate all or any part of these Terms of Use, and any rights or duties hereunder or thereunder. These Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assigns of the parties.

Dispute Resolution; Arbitration 
‍
‍These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York excluding its conflict of law rules.

To the extent permitted by law, You agree to waive any and all rights to a jury trial with respect to any dispute arising out of or relating to these Terms of Use. Any controversy or claim involving the interpretation, construction, application or alleged breach of these Terms of Use shall be settled by arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its commercial arbitration rules and any supplementary rules and procedures for consumer related disputes by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the JAMS in accordance with its commercial arbitration rules. The place, or legal seat of arbitration, shall be New York, and the language of the arbitration shall be English.

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs or to proceed ex aequo et bono. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.

Force Majeure

‍‍We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster.

‍Indemnification
‍
You agree to defend, indemnify, and hold us, and our affiliates, harmless from and against any and all rights, demands, losses, liabilities, judgments, fines, interest, penalties, damages, claims, expenses, causes of action, actions, suits (no matter whether at law or equity), fees, and costs, (including, without limitation, attorneys’ fees and fees of other professional advisors) arising directly or indirectly out of or in connection with: (a) your use or misuse of the Sites, the Services, the Materials, or any information posted on the Sites; (b) your breach of these Terms of Use or the Privacy Policy; (c) the content or subject matter of any information (including without limitation User Information) you provide to us; (d) any negligent or wrongful act or omission by you in your use or misuse of the Sites, the Services, the Materials, or any information on the Sites, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct; and/or (e) your failure to comply with any applicable laws or regulations.

Termination, Modification, and Other General Terms 

We reserve the right, in our sole discretion, to terminate your access to all or part of the Sites, with or without cause, and with or without notice. Unless otherwise stated, any other rules, restrictions, guidelines and terms and conditions that may be posted or made available in connection with a particular feature of the Sites or the Services are incorporated by this reference into these Terms of Use.

We reserve the right to modify these Terms of Use from time to time in our sole discretion, effective upon posting. In the event of such changes, we will post the changes on the Sites and/or notify you via email. Any use of the Sites or the Services after such changes will be deemed an acceptance of those changes. You should periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound.

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof. In its sole discretion, certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Sites.

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Your use of the Sites or the Services is independent of us and not as our employee, agent, partner, or joint-venturer for any purpose. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

How to Contact Us:  

Name: Support Services
Address: 85 5th Ave., 8th Floor, New York, New York, 10003
Email: info@primum.co