Terms of Use and End User License Agreement

Last Updated: February 6, 2019

Your access to and use of the Pria Services (as defined herein) is conditioned upon your acceptance of and compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree with any of the Terms, you do not have the right or permission to use or access the Services. These Terms also apply to other users and visitors of your Services.

These Terms of Use and End User License Agreement (the “Terms”) constitute a legally enforceable contract between you (“End User” or “you”) and Stanley Black & Decker, Inc., including all of its subsidiaries and affiliates (collectively “Company”). Please read the Terms carefully and in their entirety before using the Pria Services. These Terms govern your use of the Pria products, services and applications (collectively, the “Services”), including, without limitation, the Pria health website (“Website”), medication dispenser (“Dispenser”) and the Pria mobile application (“Application”). 

BY CLICKING THE "AGREE" BUTTON FOLLOWING THESE TERMS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE OR DISPENSER OR DOWNLOAD THE APPLICATION OR DELETE IT FROM YOUR MOBILE DEVICE.

Intended Use

The Pria Services are intended to be used for the purpose of in-home medication dispensing and medication management assistance for you and any family member, friend, healthcare aide, or other trusted individual (“Pria Contact”) that you choose to allow to have access to your account. The Company is not a medical provider and the Services do not provide any medical advice or any medical services nor are the Services meant to diagnose or treat any condition. The Dispenser is intended for use by one user only. The Dispenser solely relies on medication information provided by you and does not prescribe or encourage the use of any medications. Do not use the Services as a substitute for professional healthcare. Use of the Services does not create any provider- or doctor-patient relationship. You understand and agree that the information provided herein and by and through the use of and access to the Services is intended for informational purposes only. If you rely on any information provided by the Company or the Services, you do so at your own risk.

Consult your professional healthcare provider before commencing or terminating the use of any mediation or course of treatment. Do not use the Services for medical emergencies. If you experience a medical emergency, immediately call 911.

Dispenser Use

The Dispenser must be operated in accordance with the User Guide at all times. It is solely your responsibility to ensure the type, quantity and dosage of the loaded medication is accurate and as prescribed. Retain all prescriptions, medication containers, and medication information in a safe, accessible location after loading the Dispenser.

The Dispenser must be stored in a safe and secure location at all times. You are solely responsible for any unauthorized access to the Dispenser and your medications. The Company will not be liable for any damages or injuries resulting from or related to your use of the Services under any circumstances. 

Account Creation & Authorization

In order to access and use the Services, you will be required to create an account with a unique username and password. When you create an account for access to and use of the Services, you guarantee that the information you provide is accurate, current and complete at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account with regard to the Services. Your creation and use of your account must only be done in a manner that complies with all applicable laws. If your account or use of the Services is contrary to or prohibit by any law, your use is unauthorized and strictly prohibited.

Your account and use of the Services is for your own personal, non-commercial use and not for the benefit of any third party. You are solely responsible for maintaining the confidentiality of your account and password, including but not limited to restriction of access to the Dispenser, Application, and any electronic means (i.e. computer, tablet, etc.) by which you access the Application or Website. You accept all responsibility and liability for all activity that takes place on your account under your credentials, regardless of whether your password is to access the Services or a third-party provider. You must notify Company immediately in the event you become aware of or suspect any breach of security or unauthorized use of your account. 

You alone may authorize a Pria Contact and assume responsibility for correctly identifying each Pria Contact. By so authorizing a Pria Contact, you agree to allow the Pria Contact to access your account and subscription and contact support on your behalf.

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

Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

Communications

By creating an account for the Services, you agree to receive communication from Company by telephone, electronic mail or SMS text message, which may include account notifications, critical product notifications, newsletters, marketing or promotional materials, and other information. You may however opt out of receiving any of these communications that are for marketing purposes or are strictly promotional in nature by following the unsubscribe link or alternate instructions provided in any email we send. In the event you grant access to a Pria Contact, you are also responsible for obtaining consent from each Pria Contact to receive such communications from Company. You agree to hold Company harmless for any claims and damages that arise out of your failure to obtain such consent.

Pria Contact Access

The Services allow you to add Pria Contact to your account. You have the sole discretion whether and when to add any Pria Contact and, if so, who may be added as a Pria Contact. If you add a Pria Contact, that person will have access to your account, including any personal and medication information that you provide for the Services. In order for a Pria Contact to have access to your account, they must download the Application, agree to the Terms, and link to your account. You may revoke a Pria Contact’s access at any time through your account. Once revoked, a Pria Contact will no longer have access to your account but Company is not liable for any information that the Pria Contact may have retained from prior to revocation of access. Company will also not be liable for any acts or omissions of any Pria Contact.

Subscription and Other Fees

Certain features of the Services require a subscription, which includes recurring, automatically renewing payment obligations (“Subscription”). Subscriptions are billed in advance on a recurring and periodic basis, such as monthly, quarterly or annually, subject to your election. At the end of each billing cycle, your Subscription will automatically renew pursuant to the same terms and conditions unless you or Company cancels the Subscription. You may cancel your Subscription renewal through your online account management or by contacting Company’s customer support team at (866) 608-5168. 

A valid payment method is required to activate and maintain a Subscription. Company uses a third party payment processor (“Payment Processor”) to bill you and process payments. The processing of payments will be subject to the terms and conditions of the Payment Processor in addition to these Terms. Company is not responsible for errors made by the Payment Processor. By electing a Subscription, you agree to pay Company, through the Payment Processor, all fees at the then current pricing in effect for such Subscription or other paid services in accordance with the applicable payment terms. You authorize Company, through the Payment Processor, to process your chosen payment method automatically. Company reserves the right to correct any errors made by Payment Processor and to change its billing process at any time. Any changes to the billing process will be posted on the Website and in the Application. Your continued use of the Services after the changes have taken effect indicates your acceptance thereof.

Your payment terms will be determined by your payment method and the terms of an agreement between you and the Payment Processor and/or the issuing financial institution or credit card issuer. If payment is not received by Company, you agree to pay all amounts due upon request. All payments must be made in USD.

Cancellation

You may cancel your Subscription at any time by contacting Company at (866) 608-5168 or by logging into your account and following the cancellation instructions. Cancellations will be processed by Company within a reasonable amount of time. If you cancel your Subscription or modify your Subscription to a lesser included plan, you will continue the Subscription until the end of the then-current billing cycle for which you have paid and your benefits will expire or be modified at the end of that cycle. Partial cycle refunds or credits are not offered. First time Subscriptions may be cancelled within the first ten (10) days of registering for a Subscription and you will not be billed.

Free Trial

Company may, in its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). You may be required to submit billing and/or payment information in order to sign up for a Free Trial but you will not be billed until the Free Trial has expired. On the last day of the Free Trial, unless you cancel your Subscription prior, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. Company reserves the right, at any time and without notice, to modify the terms and conditions of the Free Trial or cancel such Free Trial offer.

Changes in Fees

Company, in its sole discretion and at any time, may modify the Subscription fees applicable to Subscriptions. Any such change in a Subscription fee will become effective at the end of the then-current billing cycle. Company will provide you with reasonable advanced notice of any change in the Subscription fees before such change becomes effective. Your continued use of the Services after the Subscription fee change constitutes your agreement to pay the modified Subscription fee amount.

Intellectual Property

The Services and original content (excluding content provided by you), features and functionality are and will remain the exclusive property of Company and its licensors. The Services are protected by copyright, trademark and other laws of both the United States and foreign countries. Company’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Company.

License Grant

Subject to these Terms, Company grants you a limited, non-exclusive, and nontransferable license to:

   (a)    download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and

   (b)    access and use on such Mobile Device the content and Services made available in or otherwise accessible through the Application, strictly in accordance with these Terms.

License Restrictions

Licensee shall not:

   (a)    copy the Application, except as expressly permitted by this license;

   (b)    modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

   (c)    reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

   (d)    remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

   (e)    rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

   (f)    remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or

   (g)    use the Application in, or in association with, the operation of medical or life-support systems.

Contest, Sweepstakes and Promotions

Any contests, sweepstakes, or other promotions (collectively “Promotions”) made available through the Services may be governed by terms or rules that are separate and independent of these Terms. If you choose to participate in any Promotions, you are responsible for reviewing the applicable terms and rules and agreeing to be bound thereto. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply to the Promotion.

Reservation of Rights

You acknowledge and agree that the Services, with the exception of the physical Dispenser, are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services, with the exception of the purchased physical Dispenser, under this agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions in this agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

Collection and Use of Your Information

You acknowledge that when you download, install, or use the Services, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain features or functionality, and the provision of the Services may provide you with opportunities to share information about yourself. All information collected through or in connection with the Services is subject to the Privacy Policy found www.stanleyblackanddecker.com/privacy-policy (“Privacy Policy”). By downloading, installing, using, and providing information to or through the Services, you consent to all actions taken by Company with respect to your information in compliance with the Privacy Policy. The Privacy Policy is incorporated herein and is included in the Terms.

Content and Services

The Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Content on or through the Services, you represent and warrant that: (i) the Content is yours (owned by you) and/or you have the right to use it and the right to grant Company the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights or any person or entity. Company reserves the right to terminate your account in the event any of these representations are breached.

You retain any and all rights in and to your Content and you are responsible for protecting those rights. Company assumes no liability for Content you or any third-party posts on or through the Services. You grant Company the right and license to use, modify, perform, display, reproduce and distribute Content on and through the Services. Company has the right but not the obligation to monitor and edit all Content provided by users. In addition, Content found in, on or through the Services is the property of Company or is used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy or use said Content, whether in whole or in part, for commercial purposes or for personal gain without express written advance permission from Company.

The Services include access to the Website located at okpria.com and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy accessible on the Website, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Services’ features and functionality. Any violation of such Website Terms of Use will also be deemed a violation of these Terms. You are responsible for compliance with any and all applicable laws.

Geographic Restrictions

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Updates

The information found in the Services may contain errors or inaccuracies and may not be complete or current and, as such, Company does not guarantee the accuracy or completeness of any information found within the Services. Company reserves the right to change or update information and to correct errors, inaccuracies or omissions at any time without prior notice. Company may also from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your WiFi and Mobile Device settings, when your Dispenser and/or Mobile Device is connected to the internet either:

   (a)    available Updates will automatically download and install; or

   (b)    you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.

Third-Party Materials

The Services may contain links to third party websites or services that are not owned or controlled by Company and may display, include, or make available other third-party content (including data, information, applications, and other products, services, and/or materials) ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination.

These Terms become effective when you download/install the Application, access the Services, or acknowledge your acceptance, whichever comes first, and will continue in effect until terminated by you or Company as set forth in this section.

You may terminate this agreement and these Terms by deleting the Application and all copies thereof from your Mobile Device.

Company may terminate this agreement and these Terms at any time without notice for any reason or no reason, if it ceases to support the Services, which Company may do in its sole discretion, or in the event the Services become prohibited by law. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the Terms.

Upon termination, all rights granted to you under these Terms will also terminate and you must cease all use of the Services and delete all copies of the Application from your Mobile Device and account. Termination will not limit any of Company's rights or remedies at law or in equity.

All provisions of the Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

Limited Warranty

Company warrants that the Dispenser shall be free from defects in material and workmanship under normal use for a period of one (1) year from the date of purchase. If you believe your Dispenser contains a defect in material or workmanship within the warranty period, please contact (866) 608-5168. This warranty does not apply to defects that are the result of your, or any Pria Contact’s or third party’s, mishandling, abuse, unauthorized modification, or improper use of the Dispenser.

Return Policy & Refunds

Dispenser returns and refunds are subject to the retailer’s policies from whom you purchased the Dispenser and must be administered by and through that retailer. Company does not accept returns of any equipment, including the Dispenser, and does not issue refunds therefor. 

Subscription fees are non-refundable. Company may however, in its sole discretion, grant refund requests in the event of death or incapacitation, or other such events.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, 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 SERVICES, 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES 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.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT AND SERVICES FOR:

    (a)    PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR

   (b)    DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse, or the use or misuse of your account, of the Services or your breach of these Terms, including but not limited to the content you submit or make available through the Services.

Export Regulation

The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

Assignment

You may not assign, delegate or transfer these Terms, your rights or obligations hereunder, or your Services account without Company’s prior written consent. Company may assign, delegate or transfer these Terms and its rights and obligations without consent.

Severability

If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

Governing Law

These Terms are governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.

Entire Agreement

These Terms, including the Privacy Policy, constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these Terms shall govern.

Changes

Company reserves the right, at its sole discretion, to modify these Terms at any time. If a material revision is made, Company will notify you at least thirty (30) days in advance of any such terms taking effect. By continuing to use and access the Services, you agree to be bound by the revised terms. If you do not agree to the revised terms, you will no longer be authorized to use or access the Services.

Customer Support

If you have any questions about these Terms, please contact Company at (866) 608-5168.

Address 

23 Drydock Avenue, Suite 720W Boston MA 02210

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