These Terms and Conditions, dated as of the date that the Terms and Conditions are electronically accepted by you (the “Effective Date”), constitute a legally binding agreement (the “Agreement”) between you (“Customer,” “you,” or “your”) and PROMPT CARE TRANSPORT LLC, a Florida limited liability company, with an office located at 26347 Explorer Road, Punta Gorda, Florida 33983, its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Prompt Care Transport”), governing your use of the Prompt Care Transport services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree as follows:
- Applicability.
1.1 This Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral.
1.2 By entering into this Agreement and by allowing Prompt Care Transport to provide you with services, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICES PROVIDED BY PROMPT CARE TRANSPORT.
1.3 Prompt Care Transport reserves the right to modify any terms of this Agreement from time to time, and such modifications shall become effective upon posting by Prompt Care Transport on its platforms, including without limitation its website, mobile application, or printed material. Continued use of the Prompt Care Transport applications, websites, or services after any such changes shall constitute your acceptance of all modified terms.
- Description of Services. Prompt Care Transport owns and operates a transportation service for individuals requiring the use of wheelchairs (the “Services”) as set forth in more detail on Prompt Care Transport’s website, mobile application, or printed material. The Services are subject to the availability of Prompt Care Transport.
- Booking. Customer can request transportation through the Prompt Care Transport website, mobile application, or by contacting customer service. Customer must select their preferences for the Services, including a pickup date, time, and location, drop-off location, and vehicle. A quote will then be generated for the customer, Customer must pay the full amount of the quoted fare to complete the process of booking the Services. After Prompt Care Transport receives payment from Customer, Prompt Care Transport will notify Customer once the Services are confirmed (“Order Confirmation”).
- Fees and Expenses. After Customer has selected their preferences for the Services through the Prompt Care Transport website, mobile application, or by contacting customer service, Customer will receive a quote for the Services. Prompt Care Transport reserves the right to alter or modify the quote for the Services up until Prompt Care Transport has received payment from Customer.
- Service Provider Obligations. Prompt Care Transport shall designate employees or contractors that it determines, in its sole discretion, to be capable of performing the Services.
- Customer Obligations. Customer shall:
6.1 Respond promptly to any reasonable requests from Prompt Care Transport for instructions, information, or approvals required by Prompt Care Transport to provide the Services.
6.2 Cooperate with Prompt Care Transport in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Prompt Care Transport to provide the Services.
6.3 Take all steps necessary, including obtaining any requires licenses or consents, to prevent Customer-delays in Prompt Care Transport’s provision of the Services.
6.4 Follow all safety instructions provided by Prompt Care Transport.
- Customer’s Acts or Omissions. If Prompt Care Transport’s performance of obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Prompt Care Transport shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
8.1 If Customer wishes to change any details related to the Services as delineated in the Order Confirmation after receiving the Order Confirmation and before the Services are provided by Prompt Care Transport, it shall submit details of the requested change to Prompt Care Transport. Prompt Care Transport shall, within a reasonable time after such request, provide a written estimate to Customer of:
- the likely time required to implement the change;
- any necessary variations to the fees and other charges for the Services arising from the change;
- the likely effect of the change on the Services; and
- any other impact the change might have on the performance of this Agreement and the Services.
8.2 Promptly after receiving any variations to the fees and other charges by Prompt Care Transport for the modified Services, Customer shall pay any additional amount owed to Prompt Care Transport before the modified Services will be confirmed.
8.3 Notwithstanding Section 8.2, Prompt Care Transport may, from time to time, change the Services without the consent of Customer, provided that such changes do not materially affect the nature or scope of the Services, the fees, or any performance dates set forth in the Order Confirmation.
8.4 Prompt Care Transport may charge a fee for the time it spends assessing and documenting a change request from Customer.
- Cancellation and Refund Policy.
9.1 Prompt Care Transport reserves the right to cancel any Services, before or after Customer receives an Order Confirmation. Prompt Care Transport will provide notice to Customer and will refund Customer any payment received for the cancelled Services within ten (10) business days from the date of cancellation.
9.2 Customer may cancel any Services, before or after Customer receives an Order Confirmation, up until three (3) hours prior to the scheduled pickup time delineated in the Order Confirmation. If Customer cancels the Services within this timeframe, Prompt Care Transport will refund to Customer the payment already made by Customer. Prompt Care Transport will not refund Customer for any Services cancelled within three (3) hours of the scheduled pickup time as delineated on the Order Confirmation.
- Relationship of the Parties. The details of the method and manner for performance of the Services by Prompt Care Transport shall be under its own control, Customer being interested only in the results thereof. Prompt Care Transport shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Code of Conduct. Customer shall conduct themselves in a respectful and lawful manner while using Prompt Care Transport Services. Prompt Care Transport reserves the right to terminate any Services, without refund, if at any point during the performance of the Services, the individual offering the Services feels endangered, threatened, or harassed. If Customer causes property damage during the performance of the Services, Customer is responsible for the cost of cleaning and repair fees, outside of normal wear and tear.
- Limited Warranty and Limitation of Liability.
12.1 Prompt Care Transport warrants that it shall perform the Services:
- in accordance with this Agreement;
- using personnel of commercially reasonable skill, experience, and qualifications; and
- in a timely, workmanlike, and professional manner in accordance with generally recognized industry standard for similar services.
12.2 Prompt Care Transport’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of this warranty shall be that Prompt Care Transport shall refund to Customer any fees paid by the Customer as of the date of termination for the Services.
12.3 PROMPT CARE TRANSPORT MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 12.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
- Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Prompt Care Transport in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Prompt Care Transport.
- Confidential Information.
- All non-public, confidential or proprietary information of Prompt Care Transport, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Prompt Care Transport to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Prompt Care Transport. Confidential Information does not include information that is:
- known to Customer at the time of disclosure; or
- rightfully obtained by Customer on a non-confidential basis from a third party.
- Customer agrees to use the Confidential Information only to make use of the Services.
- Prompt Care Transport shall be entitled to injunctive relief for any violation of this Section.
- Survival and Termination.
15.1 This Agreement shall commence as of the Effective Date and shall continue until the completion of the Services, unless sooner terminated. Prompt Care Transport has the right to terminate this Agreement or suspend Services to Customer at any time in its sole discretion if Prompt Care Transport determines that Customer has violated any of the terms of this Agreement.
15.2 The rights and obligations of the Parties set forth herein and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth hereof shall survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the receiving party.
- ASSUMPTION OF RISK. Customer’s choice to use the Services provided by Prompt Care Transport is knowing, voluntary, and made for Customer’s personal enjoyment. Customer understands that using the Services involves inherent risks and dangers of accidents, emergency treatment, property loss or damage, serious personal and bodily injury, death, and severe personal and economic losses. These may result not only from Customer’s own actions, inactions, or negligence, but also from the actions, inactions, or negligence of others, or the condition of the facilities, equipment, or vehicles. Further, there may be other risks not known to Customer or reasonably foreseeable at this time. Customer understands and has considered the risks involved, and Customer voluntarily and freely chooses to assume these risks.
- RELEASE FROM LIABILITY. Customer fully and forever releases and discharges Prompt Care Transport and its respective affiliates, directors, officers, managers, members, employees, agents, and insurers, and all others involved in the Services from any and all injuries (including death), losses, damages, claims (including negligence claims), demands, lawsuits, expenses, and any other liability of any kind, of or to Customer, Customer’s property, or any other person, directly or indirectly arising out of or in connection with Customer’s participation in the Services, even if they are due to the ordinary negligence, injudicious act, omission, or other fault of Prompt Care Transport.
- COVENANT NOT TO SUE. Customer will not initiate any claim, lawsuit, court action, or other legal proceeding or demand against Prompt Care Transport, nor join or assist in the prosecution of any claim for money or other damages which anyone may have, on account of injuries (including death), losses, or damages sustained by Customer, other parties, or Customer’s (or others’) property in connection with my participation in the Services, and Customer waives any right it may have to do so. This means that Customer cannot sue to hold Prompt Care Transport responsible for any injury, loss, or damage sustained by Customer, other parties, or Customer’s (or others’) property in connection with the Services, even if it is due to the ordinary negligence, injudicious act, omission, or other fault of Prompt Care Transport.
- MEDICAL EXPENSES. Customer hereby consents to receive medical treatment that may be deemed necessary in the event of any illness, accident, or injury, or medical emergency resulting from or in connection with the Services. Customer understands that Customer is solely responsible for all costs related to such medical treatment and any related medical transportation and/or evacuation. Customer hereby releases, forever discharges, and holds harmless Prompt Care Transport from any claim based on such treatment or other medical services.
- General Indemnification. Customer shall defend, indemnify, and hold harmless Prompt Care Transport, its subsidiaries, affiliates, successors, or assigns and its respective directors, officers, shareholders, and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder arising out of or related to the Customer’s negligence, willful misconduct, or breach of this Agreement.
- Authorization to Use Photos and Video of Customer. Customer expressly authorizes Prompt Care Transport to collect digital photos, videos, and audio of Customer before, during, and after the Services are provided to Customer for security and internal purposes.
- All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice,” and with the correlative meaning “Notify”) must be in writing and addressed to the other party in the manner set forth below. Unless otherwise agreed herein, all Notices to Prompt Care Transport must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only on receipt by the receiving Party.
- Notice to Customer. Prompt Care Transport may send all Notices to Customer at the physical address or email address Customer provided to Prompt Care Transport.
- Notice to Prompt Care Transport. All notices to Prompt Care Transport must be sent to 26347 Explorer Road, Punta Gorda, Florida 33983.
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to/the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby to be consummated as originally contemplated to the greatest extent possible.
- Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Prompt Care Transport. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Prompt Care Transport may assign any of its rights or delegate any of its obligations to any affiliate or to any person.
- Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective successors, assigns, personal representatives, and heirs.
- No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Choice of Law. This Agreement and all related documents, including all exhibits attached hereto and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Florida, United States of America (including its statutes of limitations and § 685.101, Fla. Stat.), without giving effect to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
- Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Middle District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Charlotte County, Florida, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Middle District of Florida or, if such court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Charlotte County, Florida. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
