Terms

IMPORTANT! These terms of use (the “Terms of Use”) govern your use of the website “www.getprimeminds.com”, the mobile application “PrimeMinds”, and all related products and/or services (collectively, the “Platform”) provided to you by PrimeMinds Enterprises LLC (“us” or “Company”). By accessing the Platform, you are indicating your acknowledgment and acceptance of these Terms of Use. These Terms of Use are subject to change by our Company at any time at our discretion. Your use of the Platform after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms of Use regularly.

Access to this Website:

You agree to use the Platform only for the lawful purposes described in more detail in the “Restrictions on Use” section below. You agree not to take any action that might compromise the security of the Platform, render the Platform inaccessible to others, or otherwise cause damage to the Platform or any content on the Platform (“Content”). You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you. You agree not to use the Platform in any manner that might interfere with the rights of third parties. To access the Platform or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform will be correct, current, and complete. If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to the Platform or any of its resources and to terminate or suspend your access at any time, without notice.

Restrictions on Use:

This Platform is provided solely for non-commercial, personal use, and/or so that you may learn about our Company and the services we provide. You may not use the Platform for any other purpose, including any commercial purpose, without our Company’s express prior written consent. For example, you may not (and may not authorize any other party to): (i) co-brand the Platform, or (ii) frame the Platform, or (iii) hyperlink to the Platform, without the express prior written permission of an authorized representative of our Company. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Platform or Content accessible within the Platform. You agree to cooperate with our Company in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

Proprietary Information:
Trademarks

The material and Content accessible from the Platform, and any other Platform owned, operated, licensed, or controlled by our Company, is the proprietary information of our Company or the party that provided the Content to our Company, and our Company or the party that provided the Content to our Company retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of our Company, or unless authorized in writing elsewhere on our Platform, except that you may print out a copy of the Content solely for your personal use. You are prohibited from using any of the marks or logos appearing throughout the Platform without the express written permission of our Company.

Copyrights

This Platform and its Content are protected by U.S. and/or foreign copyright laws and belong to the Company or its partners, affiliates, contributors, or third parties. The copyrights for the Content are owned by the Company or other copyright owners who have authorized their use on the Platform. You may download and reprint Content for non- commercial, non-public, personal use only (if you are browsing the Platform as an employee or member of any business or organization, you may download and reprint Content only for educational or other non-commercial purposes within your business or organization, except as otherwise permitted by the Company, for example in certain password-restricted areas of the Platform). You may not manipulate or alter in any way images or other Content on the Platform.

Hyperlinks

This Platform may be hyper-linked to other Platforms which are not maintained by, or related to, our Company. The inclusion of any hyperlink to a third-party Platform does not imply endorsement, sponsorship or recommendation by our Company of that Platform. Hyperlinks to such Platforms are provided as a service to users and are not sponsored by or affiliated with the Platform or our Company. Our Company has not reviewed any or all of such Platforms and is not responsible for the content of those Platforms. Our Company also makes no representations about the availability of hyperlinked Platforms. Hyperlinks are to be accessed at the user’s own risk, and our Company makes no representations or warranties about the content, completeness, or accuracy of these hyperlinks or the Platforms hyperlinked to the Platform. If you hyperlink to a Platform, please be aware that you will leave our Company’s web Platform and will become subject to the rules and conditions of the linked Platform(s). We recommend that you make yourself aware of the Terms of Use of any Platforms you link to from our Company’s Platform.

Submissions:

You hereby grant to our Company the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to our Company through the Platform (together, hereinafter known as the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Our Company will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company operations. By making a Submission, you are guaranteeing to us that you have the legal right to post the content in the Submission and that it will not violate any law or the rights of any person or entity. Our Company will treat any personal information that you submit through the Platform in accordance with its Privacy Policy as set forth below.

Downloading Material:

You understand that our Company cannot and does not guarantee or warrant that files available for downloading from the internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Platform for the reconstruction of any lost data. Our Company does not assume any responsibility or risk for your use of the Internet.

Becoming a Member:

(a) You may sign up as a registered user of the Products free of charge (a “Member”). To become a Member you need to go to the relevant section of the Products, then submit your first name, last name and email address to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account.

(b)In the course of your use of the Products, you may be asked to provide certain personalized information to us (such information is referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the PrimeMinds Policy Agreement. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

(i) You are legally capable of entering into binding contracts; (ii) All registration information you submit is truthful and accurate; (iii) You will maintain the accuracy of such information; and (iv) Your use of the Products does not violate any applicable law or regulation.

Once a Member:

You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.

Membership:

As a PrimeMinds Member you will receive access to certain sections, features and functions of the Products that are not available to non-members.

By agreeing to become a Member you may receive occasional special offer, marketing, and survey communication emails with respect to the Product. You can easily unsubscribe from PrimeMinds commercial emails by following the opt-out instruction in these emails.

PrimeMinds membership accounts and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or free accounts or subscriptions.

Subscriptions:

(a) PrimeMinds account holders may access the Products in two ways:

(i) Free Trial: a free-of-charge program, which gives unlimited access to 30 days of our PrimeMinds Program.
(ii) Paid Subscription: a subscription fee-based program, which gives access to all content including and beyond the Free Trial offering. You will only have access to PrimeMinds while your subscription is active and subsisting. You may access your Paid Subscription in the following ways: by purchasing a subscription to the Products from the Website, within the Apps, where allowed by the App marketplace partners, or through a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the Terms and Conditions of such partners, and payment and management of the bundle subscription may be administered by them.

(b) You may access PrimeMinds via a monthly or annual subscription option. For the purposes of our monthly and yearly subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days.

(c) Our “Monthly” subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that PrimeMinds is authorized to charge the same credit card as was used for the initial subscription fee or other payment method as set forth in section 2.5(h) (the “Payment Method”). The monthly renewal subscription fees will continue to be billed to the Payment Method you provided until cancelled. You must cancel your subscription before it renews in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.

(d) Our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. You acknowledge and agree that PrimeMinds is authorized to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the non-discounted renewal subscription fee(s). You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.

(f) You agree to promptly notify PrimeMinds of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.

(g) In the course of your use of the Products, PrimeMinds and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to PrimeMinds and PrimeMinds’ third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.

(i) Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. Prices in US Dollars and Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through PrimeMinds for commercial purposes.

Changing Fees and Charges:

We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

Disclaimer:

THE INFORMATION, PRODUCTS, AND SERVICES OFFERED ON OR THROUGH THE WEBSITE AND BY OUR COMPANY AND ANY THIRD-PARTY WEBSITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WEBSITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS WEBSITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR MATERIALS ON THIS WEBSITE OR ON THIRD-PARTY WEBSITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. WITH REGARDS TO HEALTH & WELLNESS CONTENT ON THE WEBSITE:

WHILE WE HOPE YOU FIND THE PLATFORM HELPFUL, IT IS NOT MEANT TO SERVE AS A SUBSTITUTE FOR YOUR OWN PERSONAL JUDGMENT OR THIRD-PARTY PROFESSIONAL ADVICE, AND YOU SHOULD EVALUATE AND INDEPENDENTLY VERIFY THE INFORMATION AND RESULTS OBTAINED THROUGH USE OF THE PLATFORM. YOU EXPRESSLY ACKNOWLEDGE AND UNDERSTAND THAT NEITHER COMPANY NOR ITS OWNERS, OFFICERS, CONTRACTORS, MANAGERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, AND AGENTS ARE PROFESSIONAL OR FINANCIAL ADVISERS AND NOTHING CONTAINED ON THE WEBSITE IS INTENDED TO BE OR TO BE CONSTRUED AS PROFESSIONAL OR FINANCIAL ADVICE. COMPANY IS NOT A PROFESSIONAL OR AN INVESTMENT ADVISORY SERVICE, IS NOT A PROFESSIONAL OR AN INVESTMENT ADVISER AND DOES NOT PROVIDE PERSONALIZED PROFESSIONAL OR FINANCIAL ADVICE OR ACT AS A PROFESSIONAL OR FINANCIAL ADVISOR. THE WEBSITE EXISTS FOR EDUCATIONAL PURPOSES ONLY, AND THE MATERIALS AND INFORMATION CONTAINED HEREIN ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. THE EDUCATION AND INFORMATION PRESENTED HEREIN IS INTENDED FOR A GENERAL AUDIENCE AND DOES NOT PURPORT TO BE, NOR SHOULD IT BE CONSTRUED AS SPECIFIC ADVICE TAILORED TO ANY INDIVIDUAL. YOU ARE ENCOURAGED TO DISCUSS ANY OPPORTUNITIES WITH YOUR ATTORNEY, ACCOUNTANT, FINANCIAL PROFESSIONAL OR OTHER ADVISOR OR PROFESSIONAL. IF PROFESSIONAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

Limitation on Liability:

In no event shall Company or any of its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, contractors, officers, managers, and directors be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain, and suffering, emotional distress, or similar damages, which may directly or indirectly result from any information, representation or omission, whether negligent or otherwise, contained on or resulting from use of Content or the Platform, even if Company has been advised of the possibility of such damages. And in no event, shall the collective liability of Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, managers, and directors, to any party (regardless of the form of action, whether in contract, tort or otherwise) exceed the greater of $100 or the amount that you have paid to Company for any Content, product or service.

Indemnity:

You will indemnify and hold the Company and all of its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, managers directors, and contractors (hereinafter known as the “Indemnified Parties”) harmless from any breach of these Terms of Use by you or from any matter relating to your use of Content or the Platform. You agree that the Indemnified Parties will have no liability in connection with any such breach or the use of Content or the Platform, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney’s fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information or Content accessed from the Platform.

Information You Provide:

You may not post, send, submit, publish, or transmit in connection with the Platform any material that:

1. You do not have the right to post, including proprietary material of any third party;
2. Advocates illegal activity or discusses an intent to commit an illegal act;
3. Is vulgar, obscene, pornographic, or indecent;
4. Does not pertain directly to the Platform;
5. Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
6. Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
7. Infringes any intellectual property or other rights of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
8. Violates any law or may be considered to violate any law;
9. Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the Content;
10. Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), except as may be specifically authorized on the Platform;
11. Solicits funds, advertisers, or sponsors;
12. Includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
13. Disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real-time activities via the Platform;
14. Includes MP3 format files;
15. Amounts to a ‘pyramid’ or similar scheme;
16. Disobeys any policy or regulations established from time to time regarding use of the Platform or any networks
connected to the Platform; or
17. Contains hyper-links to other Platforms that contain content that falls within the descriptions set forth above.

Although under no obligation to do so, our Company reserves the right to monitor the use of the Platform to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any Submission.

Security:

Any passwords used for the Platform are for individual use only. You will be responsible for the security of your password (if any). The Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with the Platform to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other Platforms in order to assist them in resolving security incidents. The Company reserves the right to investigate suspected violations of these Terms of Use. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. Pursuant to these Terms of Use, you hereby waive and hold harmless Company from any claims resulting from any action taken by Company during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

Claims of Copyright Infringement:

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Company infringe your copyright, you, or your agent may send to Company a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Company actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Company a counter-notice. All notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.

Dispute Resolution:

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, United States of America. If any provision hereof 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. All disputes relating to these Terms of Use or the Platform, which the parties cannot resolve on their own after good faith efforts, shall be submitted to binding arbitration in accordance with the American Arbitration Association (“AAA”) and resolved pursuant to the AAA’s Commercial Arbitration Procedures. Unless otherwise agreed by the parties, such arbitration shall take place in the State of New Jersey. The fees and the expenses of the arbitrator will be borne equally by the parties.

Class Action Waiver:

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.

Severability:

If any clause within the Terms of Service (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from the Terms of Use, and the remainder of these Terms of Use will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, the dispute will be decided in accordance with the Dispute Resolution procedure set forth above.

Miscellaneous:

These Terms of Use constitute the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions, such as our Privacy Policy and other disclosures, on the Platform will govern the items to which they pertain. Company may revise these Terms of Use at any time by updating this posting.