Terms Of Use

These terms of use and the documents referenced by these terms of use (collectively, these “Terms”) constitute a legal agreement between you and Prepare Medical Inc. (“Prepare “we”, “us”, and “our”) that governs your access to and use of www.preparemedical.com and its related web pages, including any content, functionality, information, goods, or services displayed, provided, offered, or ordered by you on or through the website (collectively, the “Website”).

By using the Website (including, for the avoidance of doubt, to order goods or services on or through the Website), you (a) acknowledge that you have read, understand, accept, and agree to be bound by and comply with these Terms, and (b) represent and warrant that you are at least 14 years of age or otherwise the legal age of majority under applicable law to form a binding contract and meet all of the eligibility requirements specified in these Terms. If you do not agree to these Terms, you must not use the Website.

‍OVERVIEW AND MODIFICATIONS

We reserve the right to update, change, or replace any part of these Terms at any time. Any such modifications are effective immediately upon posting and apply to your continued use of the Website. You agree to periodically review these Terms for modifications.Your continued use of the Website following the posting of any modifications constitutes your acceptance of those modifications.

The Website may be changed, withdrawn, or terminated at any time in our sole discretion and without notice. You acknowledge and agree that we will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period.

‍The Website is for use only by persons located in Canada. The Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
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YOUR USE OF THE WEBSITE

GENERAL
The Website is for your own personal and non-commercial use, and you are responsible for obtaining your own access to the Website and for any related expenses. Subject to your ongoing compliance with these Terms, we grant you a non-exclusive, non-transferable, non-assignable, royalty-free, and revocable license to access and read the Website for personal, non-commercial purposes.

You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except your computer and browser may temporarily store or cache copies of materials being accessed and viewed.

You are prohibited from attempting to circumvent and from violating the security of the Website in any way, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security or authentication measures of the Website; (c) restricting, disrupting, or disabling service to the Website’s users, hosts, servers, or networks; (d) illicitly reproducing the Website’s TCP/IP packet header; (e) disrupting network services or otherwise disrupting our ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying the Website; (g) introducing to the Website any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.
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You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, and for non-commercial purposes. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. The Website must not be framed on any other site. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

We reserve the right at any time to limit or prevent your use of the Website for any reason, including for any breach of these Terms by you.
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ONLINE PURCHASES

‍GENERAL
‍This section applies to any orders you place for goods or services from the Website. You must not order or otherwise obtain goods or services from the Website if you: (a) do not agree to these Terms generally and this section in particular; (b) are not the age of majority in your province or territory of residence; or (c) are prohibited from accessing or using the Website by applicable law.

Orders that you make for prescription pharmaceuticals or other medications “Health Products” are facilitated by the Pillexa Platform, a third-party platform supports the fulfilment of online orders for Health Products by connecting you with third-party healthcare providers and pharmacies that can review your order and, if they approve within their independent professional judgment, prescribe, fill, and deliver your order. We are not a pharmacy or in any way a healthcare provider. Your use of the Pillexa Platform is subject to its then-current terms of use – please visit www.pillexa.com for more information. We cannot and do not guarantee that any order you make for Health Products will be approved, prescribed, filled, and delivered, even for Health Products you’ve previously used, have been prescribed for, or purchased. You agree that in the event that you seek to purchase any Health Product through your applicable medical or benefit insurance plan (each an “Insurance Plan”), you shall not provide the Pillexa Platform or any other fulfillment partner with any false, incorrect or misleading information with respect to your Insurance Plan.

You agree that your order constitutes an offer to buy the goods and services listed in your order. All orders (inclusive of any applicable Insurance Plan) must be accepted by us, and you acknowledge that we have no obligation to sell the goods or services to you, including Health Products. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. Without limiting the foregoing sentence, we may reject all or a portion of your order because of the unavailability of the ordered goods, errors in pricing information, or a product recall for one or more of the goods you ordered. Shipment and processing of payment for each good in your order will constitute our acceptance of that portion of your order.


PAYMENT FOR GOODS AND SERVICES OTHER THAN HEALTH PRODUCTS
All prices, discounts, and promotions posted on the Website are subject to change without notice. The price charged for a good or service will be the price advertised on the Website at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept approved credit cards and certain other payment methods for purchases that may be indicated as available to you at the time you make your order. You acknowledge that we may use third-party payment processor services on the Website, and that your use of those services may be subject to that third-party’s terms and conditions. By electing to pay by credit card, you represent and warrant that (a) the credit card information you supply to us is true, correct, and complete, (b) you are duly authorized to use that credit card for the purchase, (c) charges incurred by you will be honoured by your credit card company, and (d) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable local taxes, if any, regardless of the amount quoted on the Website at the time of your order.

By placing an order for goods on the Website, and specifically by confirming your order at the conclusion of the check-out process, you agree to pay us the total amount set out at the time you confirm your order. All prices quoted on the Website, including the prices for goods and shipping, are in Canadian dollars unless otherwise explicitly stated. Your provided method of payment will be charged for your order or for each good in your order as each portion of your order is accepted by us and shipped. You are required to pay for all goods shipped to you by us, even where such good is shipped to you in error, unless you return such good to us in accordance with these Terms. We reserve the right to charge interest on any amounts owed but not paid by you when due at the lower of 1.5% or the maximum rate permitted by law.

PAYMENT AND SHIPPING FOR HEALTH PRODUCTS
Payment and order fulfillment for Health Products are handled through the Pillexa Platform and are subject to its terms of use, – see www.pillexa.com for more information.
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SHIPPING FOR GOODS AND SERVICES OTHER THAN HEALTH PRODUCTS
We will arrange for shipment of your ordered goods to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation. Title and risk of loss pass to you upon our transfer of the goods to the carrier. You acknowledge that your recourse in the event your shipment is lost or damaged is against the carrier, who may or may not accept liability, and that we are not responsible for goods you order once provided to the applicable carrier and are not responsible for ensuring at any time that you receive any coverage for lost or damaged shipments. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

We may use third-party carriers to ship and deliver the goods you order, and we are not responsible for any loss or damage to any such goods after we have delivered the goods to a third-party carrier. Goods you order may be shipped in one or multiple packages. Shipping costs provided to you during the check-out process are estimates only and are realized by us at the time of shipping. You agree to pay all shipping costs, unless otherwise stated by us at the time of your order, including without limitation any increase in the price of shipping or any duties or other such taxes.

RETURNS AND REFUNDS
Unless otherwise clearly indicated on the product page of the applicable good or service, all goods and services available for purchase through the Website, including Health Products, are final sale and nonrefundable.

NO WARRANTY
WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING (a) ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (b) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

We do not represent or warrant that any goods description, image, or other such content on the Website is accurate, complete, reliable, or current. If you deem that a good you purchased on the Website is not as described on the Website, your sole recourse is to return that good to us for a refund.

In the event that you are purchasing any HealthProduct through your Insurance Plan, you acknowledge and agree that we make no representation that any Health Product will be covered by any specificInsurance Plan or that any associated insurance provider will accept such claim, and you further agree that: (i) all such orders shall be subject to acceptance under such Insurance Plan prior to fulfillment; (ii) we are not liable for any associated delay with respect to the processing of such request; and (iii) that your sole remedy for any Insurance Plan claim that is rejected shall be with such associated Insurance Plan provider.
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NO HEALTH-RELATED ADVICE
You acknowledge Prepare is an ecommerce company and does not provide any health-related advice of any kind. You are responsible for determining whether any given Health Product is right for you, in consultation with your family physician or other healthcare professional.

‍INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You understand and agree that the Website (including, for the avoidance of doubt, its contents, features, functionality, information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement) is owned or licensed by the Prepare and is protected in all forms by intellectual property laws.

You agree that you will not:
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distribute the Website for any purpose, including without limitation by compiling an internal database, or by redistributing or reproducing the Website by the press or media or through any commercial network, cable, or satellite system; or

create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, distribute, download, store, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, loan, rent, lease, assign, outsource, host, or make available to any person, either directly or indirectly, the Website in whole or in part, in any form or by any means whatsoever, be they physical, electronic, or otherwise.

Prepare’s names, logos, good and service names, designs, images, and slogans are trademarks of Prepare or its affiliates or licensors. You must not use any of those trademarks without the prior written permission of Prepare. Other names, logos, good and service names, designs, images, and slogans mentioned, or which appear on the Website are the trademarks of their respective owners. Use of any of those trademarks, except as expressly authorized, may constitute an infringement or violation of the rights of their owner, be a violation of federal or other laws, and could subject the infringer to legal action.

You are not permitted to modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from the Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. You have no right, title, or interest in or to the Website (including, for the avoidance of doubt, any content on the Website), and any and all rights not expressly granted to you under these Terms are reserved by Prepare. Any use of the Website not expressly permitted by these Terms is a breach of these Terms, and may infringe or violate copyright, trademark, or other intellectual property or other proprietary laws.

We may freely use, copy, disclose, license, distribute, and exploit any comments, questions, ideas, suggestions, or other feedback you provide relating to the Website in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise, regardless of the manner in which such feedback is provided. No such feedback will be considered your confidential information, and nothing in these Terms or otherwise limits our right to independently use, develop, evaluate, or market goods or services, whether incorporating such feedback or otherwise.
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USER-GENERATED CONTENT

All content, material, and information a user makes available to the public or to other users or persons on or in connection with the Website (collectively, “User-Generated Content”) must comply with all applicable federal, provincial, local, and international laws, regulations, and these Terms, and must not, in any manner:

violate or infringe, or promote the violation or infringement of, any applicable law, the rights of any other person, or these Terms;
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include o contain any material that is false, inaccurate, or misleading, exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, or inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or any other legally prohibited ground, or that is otherwise objectionable to Prepare;

‍‍transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any spam, junk mail, chain letter, contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation; o

‍encourage any other conduct that restricts, impairs, or inhibits anyones use or enjoyment of the Website, or which, as determined by us, may harm Prepare or users of the Website or expose them to liability

By providing any User-Generated Content, you grant us the right to a world-wide, royalty free, perpetual, irrevocable, assignable, sublicensable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such content for any purpose and to incorporate such content into any form, medium, or technology throughout the world without compensation to you. By submitting User-Generated Content, you acknowledge and agree that you waive any moral rights or other rights of authorship you may have in or to that User-Generated Content.

By submitting User-Generated Content, you represent and warrant that you have the necessary rights to submit that User-Generated Content and grant us a licence to it pursuant to these Terms. You represent and warrant that all User-Generated Content complies with applicable law and these Terms.

You understand and agree that you are fully responsible for your User-Generated Content. You acknowledge that we are not responsible or legally liable to you or any third party for any User-Generated Content.

Prepare may, for any reason and without providing notice, remove or refuse any User-Generated Content or take such actions, including legal action, we deem appropriate. We may fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone creating User-Generated Content.

We have no obligation nor responsibility to monitor the Website, and do not and cannot undertake to review User-Generated Content. We cannot ensure prompt removal of objectionable User-Generated Content after it has been created and we have no liability for any action or inaction regarding User-Generated Content, except to the minimum extent required by applicable law.

PRIVACY

You acknowledge and agree that by providing us with your personal information or otherwise interacting with us, you consent to the collection, use, and disclosure of your personal information in accordance with our privacy policy, accessible here:www.preparemedical.com/privacy-policy, which is incorporated into these Terms by reference and forms an integral part of these Terms.

DISCLAIMERS, WARRANTIES, AND LIMITATION ON LIABILITY

NO RELIANCE
The Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain specific or professional advice before taking, or refraining from, any action or inaction on the basis of the Website. You must consult a professional healthcare professional before purchasing any Health Product and should consult with your family physician or other healthcare professional if you have any questions or concerns about your health or whether any given Health Product is right for you.

Although we make reasonable efforts to update the Website, we make no representations, warranties, or guarantees, whether express or implied, that the Website is accurate, complete, or up to date. Your use of the Website is at your own risk and neither Prepare, its affiliates, nor their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Website.

‍THIRD-PARTY WEBSITES
The Website may include links or pointers to, or content provided by, third parties. We make no representations about any other websites that may be accessed from the Website. If you choose to access any such sites, you do so at your own risk. We have no control over the content of any third-party websites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

All statements or opinions expressed in any third-party content are solely the opinions and the responsibility of the person or entity providing that content. Such content does not necessarily reflect the opinion of Prepare. Neither Prepare and its affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
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DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS I"S AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER Prepare, ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER Prepare, ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE IS OR WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE, OR ON ANY WEBSITE LINKED TO THE WEBSITE.

LIMITATION ON LIABILITY
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL Prepare, ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, OMISSIONS, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE OR ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Prepare and its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your use or misuse of the Website, breach of these Terms, negligent act or omission, or breach of any applicable law or regulation.
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MISCELLANEOUS
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GOVERNING LAW AND CHOICE OF FORUM
These Terms are governed by and to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location
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Any action or proceeding arising out of or relating to the Website or these Terms must be instituted in the courts of the Province of Ontario or the Federal Court of Canada, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
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‍WAIVERS
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate, or should be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

FORCE MAJEURE
‍We will have no liability to you for any breach of these Terms caused by any event or circumstances beyond our reasonable control including without limitation strikes, lockouts and other industrial disputes, breakdown of systems or network access, disease, flood, fire, explosion, or accident.

‍SEVERABILITY
If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.The Terms constitute the sole and entire agreement between you and Prepare regarding your use of the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

‍CONTACT
Questions about these Terms should be sent to us at [support@preparemedical.com].‍