Last Updated: November 1, 2016
Welcome, and thank you for your interest in Euprime, Inc. (Euprime, “we,” or “us”) and our Web site at Euprime.org (the “Site”), and our related web sites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services provided by us and on which a link to these Terms of Use is displayed (together with the Site, our “Service”). These Terms of Use are a legally binding contract between you (“you”) and Euprime regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, INCLUDING THE Euprime PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Service.
These Terms provide that all disputes between you and Euprime will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the “Dispute Resolution and Arbitration” section below for the details regarding your agreement to arbitrate any disputes with Euprime.
The parties hereby agree as follows:
1. Euprime Service Overview:
The Euprime Service provides an additional avenue for registered individuals to communicate with and receive certain information from participating organizations regarding healthcare service and other services. If you use the Service to communicate with Service Providers (as defined below) or receive communications from Users (as defined below) you are a “Subscriber.” The features of the Service that are made available to you via the Service may vary depending on if you are registered as a Subscriber, Service Provider, or a User.
2. Eligibility:
You must be at least thirteen (13) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least thirteen (13) years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
3. Accounts and Registration:
3.1 To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address, phone numbers or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Your account information will also include any other information (which may include personally identifiable information or health-related information) that you enter into or provide to the Service. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at info@Euprime.org.
3.2 You understand and accept full legal responsibility for the content, accuracy, and sufficiency of all information that you include or do not include as part of your account. You should only provide the information you want Service Providers to have access to. All information within your account is subject to the Euprime Privacy Policy.
3.3 By creating an account, you agree that Euprime may contact you to validate the phone number(s) you register with your account. You also agree that if another individual registers and validates a phone number that you had previously registered, the phone number will be removed from your account and assigned to the other individual.
3.4 You must confirm, at least once every six (6) months, that the information within your account is accurate. Failure to do so may prevent your ability to use the Service.
3.5 You agree your account will only include information about adults or children for whom you have appropriate legal responsibility or appropriate prior consent, and that the account does not infringe or invade the privacy of anyone.
3.6 You understand and agree that you are the only person authorized to create or edit your account, unless you have authorized another person to use your username and password to enter or modify your account on your behalf. You authorize Euprime to release any or all of your account information to any person to whom you have provided the username and password associated with your account or phone number.
4. Payment
Access to the Service, or to certain features of the Service, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable. Euprime may change the fees for the Service or any feature of the Service, including by adding fees, on a going-forward basis at any time. Euprime will charge the payment method you specify at the time of purchase. You authorize Euprime to charge all sums as described in these Terms, for the Service you select, to that payment method. If you pay any fees with a credit card, Euprime may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
5. Your Content
5.1 Your Content Generally. Certain features of the Service may permit you to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Your Content ”) and to publish Your Content on the Service. You retain copyright and any other proprietary rights that you may holdin Your Content that you post to the Service.
5.2 Limited License Grant to Euprime. By posting or publishing Your Content, you grant Euprime a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your Your Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Euprime use of Your Content may be without any compensation paid to you.
5.3 Representations and Warranties Regarding Your Content. You are solely responsible for Your Content and the consequences of posting or publishing Your Content. Byposting or publishing Your Content, you affirm, represent, and warrant that:
a. you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to use and to authorize Euprime and users of the Service to use and distribute Your Content as necessary to exercise the licenses granted by you in this Section 5 and in the manner contemplated by Euprime, the Service, and these Terms; and
b. your Content, and the use of Your Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Euprime to violate any law or regulation.
6. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
6.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
6.2 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
6.3 post, upload, or distribute Your Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
6.4 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
6.5 interfere with the operation of the Service or any other user’s enjoyment of the Service, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect, personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any network, equipment, or server;
6.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
6.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 11) or any right or ability to view, access, or use any Material; or
6.8 attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.
7. Third-Party Services and Linked Websites
Euprime may provide tools through the Service that enable you to export information, including Your Content, to third party services. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
8. Termination of Use; Discontinuation and Modification of the Service
If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Euprime may in its sole discretion terminate your account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. Euprime may decide to charge a fee for the use of all or certain features, Euprime will provide you with prior notice before such fees take effect. We will have no liability whatsoever relating to any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by logging into your account and clicking on the "Remove Account" link within the Account Settings menu. If you terminate your account, or if your access to the Service is terminated for any other reason, then Euprime will no longer provide you with the Service or provide your account to Service Providers. You remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination. Euprime may retain Your Content or account information after your account is terminated.
9. Privacy Policy; Additional Terms
9.1 Privacy Policy. Please read the Euprime Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Euprime Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
9.2 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Service, subject to Section 10 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
10. Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be notified of the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
11. Ownership; Proprietary Rights
The Service is owned and operated by Euprime. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Euprime are protected by intellectual property and other laws. All Materials contained in the Service are the property of Euprime or our third-party licensors. Except as expressly authorized by Euprime, you may not make use of the Materials. Euprime reserves all rights to the Materials not granted expressly in these Terms. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding the Service ("Feedback") will be the sole and exclusive property of Euprime and you hereby irrevocably assign to us all of your right, title and interest in and to all Feedback. Any data the we generate from your usage of the Service will be owned by Euprime and handled subject to the terms of our Privacy Policy, as applicable.
12. Indemnity
You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Euprime and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the Euprime Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
13. Disclaimers; No Warranties
BY USING THE SERVICE, YOU AGREE THAT Euprime CANNOT CONTROL THE MANNER IN WHICH SERVICES ARE RENDERED, AND THEREFORE CANNOT AND DOES NOT GUARANTEE THAT SERVICE PROVIDERS WILL UTILIZE THE INFORMATION PROVIDED. NOT ALL SERVICE PROVIDERS HAVE ACCESS TO THE SERVICE AND THE SERVICE MAY NOT BE UTILIZED BY SERVICE PROVIDERS THAT DO HAVE ACCESS.
USE OF THE SERVICE DOES NOT CONSTITUTE AN AGREEMENT BETWEEN YOU AND SUBSCRIBERS, SERVICE PROVIDERS, OR OTHER USERS. YOU WILL NOT RELY ON THE SERVICE AS THE SOLE MEANS BY WHICH YOU WILL COMMUNICATE INFORMATION TO SUBSCRIBERS, SERVICE PROVIDERS, OR USERS. Euprime IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY SUBSCRIBER, SERVICE PROVIDER, OR OTHER USER. Euprime DOES NOT GUARANTEE DELIVERY OF ANY MESSAGE OR INFORMATION AND IS NOT RESPONSIBLE FOR ANY ACTION OR OMISSION BETWEEN OR AMOUNG USERS OF THE SYSTEM. Euprime DOES NOT HAVE CONTROL OVER THE VOIP SERVICE, TELEPHONE SERVICE OR INTERNET SERVICE PROVIDERS NECESSARY FOR PROVIDING THE SERVICE AND ANY FAILURE DUE TO A THIRD PARTY SERVICE PROVIDER IS NOT THE RESPONSIBILITY OF Euprime.
YOU ARE RESPONSIBLE FOR MANAGING YOUR TELEPHONE SERVICE PROVIDER ACCOUNT, ACCOUNT SUBSCRIPTIONS, LOCATION TRACKING, AND OTHER OPT-IN STATUSES AS REQUIRED TO ALLOW THE SERVICES TO LOCATE AND COMMUNICATE WITH YOUR PHONE. DEVICES THAT ARE LOCATION COMPATIBLE MAY NOT BE LOCATABLE BY THE SERVICE OR THE TELEPHONE SERVICE PROVIDER AT ALL TIMES. ANY LOCATION PROVIDED IS APPROXIMATE AND DOES NOT PROVIDE GUARANTEED RESULTS.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. THE Euprime ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE Euprime ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
14. Limitation of Liability
IN NO EVENT WILL THE Euprime ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Euprime ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE Euprime ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO Euprime FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM;
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. Governing Law
These Terms are governed by the laws of the State of Karnataka without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and Euprime agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Karnataka, Karnataka for the purpose of litigating any dispute. We operate the Service from our offices in Karnataka, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. General
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Euprime regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive, including Sections 2, 4, and 6 through 18.
17. Dispute Resolution and Arbitration
17.1 Generally In the interest of resolving disputes between you and Euprime in the most expedient and cost effective manner, you and Euprime agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Euprime ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions Despite the provisions of Section 17.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3 Arbitrator Any arbitration between you and Euprime will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Euprime.
17.4 Notice; Process A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). Euprime's address for Notice is: G7, Sindhi Colony, 2nd Cross, Behind Auto Towers, JC Raod, Bangalore 560002, Karnataka. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Euprime may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Euprime must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Euprime will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Euprime in settlement of the dispute prior to the arbitrator’s award.
18. Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
19. Contact Information
The Service is offered by Euprime, Inc., located at G7, Sindhi Colony, 2nd Cross, Behind Auto Towers, JC Raod, Bangalore 560002, Karnataka. You may contact us by sending correspondence to that address or by emailing us at info@Euprime.org. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the address above with your electronic mail address and a request for these Terms.