Terms & Conditions

TERMS & CONDITIONS

Last Updated: May 15, 2023

Please read these terms and conditions carefully before using Our Service.

DEFINITIONS

For the purposes of these Terms and Conditions, the following defined terms are capitalized throughout, and shall have the same meaning regardless of whether they appear in singular or in plural form:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Applicable Laws mean all applicable national, federal, state and local laws, statutes, ordinances, regulations and codes.
Claim means any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.
Company (referred to as either "the Company,” "We", "Us", "Our", or MMS in this Agreement) refers to Micro Merchant Systems, 6800 Jericho Turnpike, Suite 203E, Syosset, NY 11791.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
Service refers to technology-based solutions that support pharmacists in their work to build healthier communities.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
Terms and Conditions also referred to as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-Party Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to the MMS website, accessible from https://www.primerx.io/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

ACKNOWLEDGEMENT

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

SUBSCRIPTIONS

Subscription Period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

Subject to timely payment of the Subscription fees and compliance with these Terms and Conditions, Company hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable subscription to access and use the Service, and to permit You or Your Affiliates to access the Service via a web-based interface on a software-as-a-service basis, during the Subscription plan selected solely in accordance with these Terms and Conditions. You will use the Service solely in connection with Your business operations in accordance with these Terms and Conditions.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it, or the Company cancels it.

Subscription Cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company.

You will not receive a refund for the fees You already paid for Your current Subscription period, and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information and you shall update such billing information as needed.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will endeavor to provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Free Trial

The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

USER ACCOUNTS

When You create an Account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your Account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon suspecting or becoming aware of any breach of security or unauthorized use of Your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

CONTENT

Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to host, copy, use, modify, publicly perform, publicly display, reproduce, transmit, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your Account, whether done so by You or any third person using Your Account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

Unlawful or promoting unlawful activity.
Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
Impersonating any person or entity including the Company and its employees or representatives.
Violating the privacy of any third person.
False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether any Content is appropriate and complies with these Terms, and refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke Your use of the Service if You post such objectionable Content.

As the Company cannot control all Content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to Content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any Content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Third Party Services

Use of Third-Party Products and Services

In connection with the Service, You may request or Company may make available certain Third-Party Services, including, for example, Third-Party Services relating to electronic signatures for documents. Any use or integration by You of such Third-Party Services, and any exchange of data between You and any Third-Party Service provider, is solely between You and the applicable Third-Party Service provider. Company does not warrant or support, and shall have no liability for, any Third-Party Services.

Third-Party Services and Your Data

If You install or enable a Third-Party Service for use with the Services, You grant Company permission to allow the provider of that Third-Party Service to access You Content as required for the integration and interoperation of that Third-Party Service with the Services. Company is not responsible for any disclosure, modification, or deletion of Your Content by a Third-Party Service.

Integration with Third-Party Services

The Service may contain features designed to interoperate with a Third-Party Service. To use such features, You may be required to obtain access to a Third-Party Service directly and may be required to grant Company access to Your Account(s) on the Third-Party Service.

LEGAL COMPLIANCE

The Services are intended solely for lawful purposes and use. Both Parties, and their agents and Affiliates, agree to perform their respective obligations in an ethical manner that complies with all Applicable Laws. For the avoidance of doubt, Company not responsible for complying with the laws applicable to You or Your industry. You shall comply with all laws applicable to You and Your industry.

COPYRIGHT POLICY

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any Claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at [email protected] and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
Your address, telephone number, and email address.
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email at [email protected].

Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

INTELLECTUAL PROPERTY

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Except as expressly provided herein, Company does not grant You any express or implied rights, and all rights in and to the Service are retained by Company.

YOUR FEEDBACK TO US

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, copy, reproduce, disclose, assign, sub-license, distribute, transmit, transfer, modify and exploit such Feedback without restriction.

LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

TERMINATION

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

INDEMNIFICATION

Company Indemnity

Company will indemnify You for any Losses incurred by You as a result of any Claim that Your use of the Software in accordance with this Terms infringes a U.S. patent or infringes or misappropriates a third party’s trademark, copyright or trade secret rights, provided You (i) promptly gives Company written notice of the Claim; (ii) gives Company the opportunity to assume sole control of the defense and settlement of the Claim; and (iii) gives Company all reasonable assistance in the defense of such Claim. Notwithstanding the foregoing, Company shall not be required to indemnify You from any such Claim to the extent it arises out of (1) Your violation of these Terms, (2) revisions to the Service made without Company’s consent, (3) Company’s modification of the Service in compliance with specifications provided by You, or in compliance with a method or process provided by You for implementing such specifications, (4) Your failure to incorporate software or Service updates or upgrades that would have avoided the alleged infringement, provided Company offered such updates or upgrades without fees or charges not otherwise required pursuant to these Terms, or (5) use of the Service in combination with any software of Yours that is specifically forbidden by the Company as available for interface with the Service. If Company receives information about an infringement or misappropriation Claim related to the Service (including any notice from You), Company may in its discretion and at no cost to You (a) modify the Software so that it no longer infringes or misappropriates; (b) obtain a license for Your continued use of that Software in accordance with this Terms; or (c) terminate Your Subscriptions for that Software and refund to You any prepaid fees covering the remainder of the term of the terminated subscription, any of which actions shall constitute satisfaction in full of Company’s obligations under this section (Indemnification) with respect to such Claim.

Your Indemnity

You agree to indemnify and hold Company harmless from and against any and all liabilities, Claims, losses, damages, or expenses (including reasonable attorney’s fees and costs) arising out of or connected specifically with Your use of the services provided under these Terms.

LIMITATION OF LIABILITY

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to THE AMOUNTS PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

It is agreed by the parties that the Company has no liability for losses of any kind resulting from the Client’s failure to implement and follow appropriate recommendations made by the Company under these Terms or otherwise.

You acknowledge and agree that the fees charged by Company in these Terms reflect the overall allocation of risk between the Parties, including by means of the provisions for exclusive remedies, disclaimers, limitations of liability, and indemnification in these Terms. Such provisions are an essential basis of the bargain between the Parties, and a modification of such provisions would SUBSTANTIALLY AFFECT the fees charged by Company hereunder. In consideration of such fees, You agree to such allocation of risk and hereby waives any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk.

“AS IS” & ‘AS AVAILABLE’ DISCLAIMER

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, the Company makes NO representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

GOVERNING LAW

The laws of the NASSAU County, New York, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

DISPUTE RESOLUTION

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

You shall give to the Company written notice within one hundred eighty (180) days of obtaining knowledge of the occurrence of any concerns or dispute which You believe that You have, or may seek to assert or allege, against the Company, howsoever arising under these Terms or the transactions contemplated hereby, or any act or omission by the Company with respect hereto (the “Notice Period”). If the You fail to give such notice to the Company within the said time period, then You shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any mediator or arbitrator.

If You have timely filed Your written notice during the one hundred eighty (180) days’ Notice Period, and the concern or dispute has not been resolved in sixty (60) days, then You and the Company agree that any remaining conflicts arising out of or relating to this Agreement shall be submitted to non-binding mediation unless You and the Company mutually agree otherwise. If Your concerns or dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.

UNITED STATES FEDERAL GOVERNMENT END USE PROVISIONS

If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

UNITED STATES LEGAL COMPLIANCE

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

SEVERABILITY AND WAIVER

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

TRANSLATION INTERPRETATION

These Terms and Conditions may have been translated if We have made them available to You on our Service.

You agree that the original English text shall prevail in the case of a dispute.

CHANGES TO THESE TERMS & CONDITIONS

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect by posting a notice on our Website or emailing You to the email we have associated with Your Account. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service.

CONTACT US

If You have any questions about these Terms and Conditions, You can contact us: