Last updated: April 19, 2023
What is PrevailHQ™
PrevailHQ conceived and developed software as a service composed of mobile applications and a web-based platform that integrates, processes, and distributes internal and external data points via an enterprise solution to effectively manage workforce availability and allow organizations to maintain continuity in the face of internal and external challenges arising from weather, natural disasters, absenteeism, or unexpected contagions that affect workforce availability.
PrevailHQ is not a stand-alone application but a platform of modules and other services providing an enterprise solution to address the customer's workforce management risks among other items.
Public users may not download the PrevailHQ App or use any module for their individual purposes because the PHQ Platform is an enterprise solution for organizations, not individual users. All users must be invited and authorized by a licensed Platform client before downloading any application or accessing the PHQ Platform or any module thereon.
Additionally, at no time does PrevailHQ generate, present, or recommend any of the inquiries, guiding questions, or data requirements necessary to obtain access or approvals on the PHQ Platform. and the PHQ Network are workflow automation tools whose content, data, and access are all entirely controlled by the PHQ Client through our secure administration site.
Summary of Our Terms
By accessing, downloading, or logging on to prevailhq.com or otherwise using the resources on the PHQ Platform in any manner, you hereby acknowledge and agree to each and every provision in these Terms.
The content and Services provided via the PHQ Platform are only licensed to you, not sold to you. You may not use the content or Services for any other purpose or manner except as provided in these Terms;
The Services are provided "as is" without any warranties of any kind whatsoever, and PrevailHQ's liability to you is limited;
Enterprise clients that engage or use the PHQ Platform are solely responsible for protecting the privacy and legal rights of their employees, facility personnel, and visitors, except as provided for in their applicable software as a service agreement ("SaaS") or these Terms, as the case may be;
Users hereby consent to PrevailHQ transferring any and all personal data provided on the PHQ Platform to the enterprise client to provide the services for which the client has licensed from PrevailHQ;
Clients are solely responsible for exporting their relevant data and related User Content in accordance with the applicable SaaS agreement and the enterprise client's use of the PHQ Platform; and
Unless otherwise provided in an applicable SaaS agreement, any disputes arising related to the Services provided hereunder will be resolved by binding arbitration, and BY ACCEPTING THIS AGREEMENT, PARTIES TO THESE TERMS WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this agreement. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT a judge or jury. Further, your claims cannot be brought as a member of a class action. Please review the agreement to arbitrate in the Terms below for more specific details regarding our mutual agreement to arbitrate disputes.
By downloading the PrevailHQmobile application, accessing our web app, Users can interface with the Client's enterprise solution that allows its team responsible for the management and safety of facilities to present a series of questions they deem necessary to allow entry in conformity with federal, state, and local guidelines.
The PHQ Platform does not contain "stand-alone" applications. Public users cannot download the PHQ Platformor any content or applications therein for their individual purposes. All users of the PHQ Platform and its applications and modules must be linked to and authorized by their employer or an applicable organization licensed by PrevailHQ before using it.
Additionally, at no time does PHQ Platform generate, present, or recommend any of the inquiries used to collect data for the services contemplated in the SaaS agreement. The PHQ Platform, and more specifically the PrevailHQmobile applications, are a workflow automation tool, and the control of what content and who sees it is managed by the employer or facilities manager (the Client herein) through PrevailHQ's secure administrative site. Downloading any PrevailHQ mobile application or accessing the prevailhq.com website, establishes you as a "User" of the PHQ Platform hereunder, and you hereby agree to these Terms regardless of whether you properly registered on the PHQ Platform or through an applicable mobile application.
If invited to participate on the PHQ Platform, you may access the PHQ Platform and/or download a PrevailHQ mobile application. You might need to verify your account on PHQ Platform in order to access the Services or access Services via the web app using a QR Code or other security mechanism. Registration or access may require you to provide your name, email address, employee ID, and/or other information specified by the Enterprise Client, including without limitation licensure and insurance coverage if so requested, (collectively "Registration Information"), and you may be required to select a username and password that will be associated with your use of the PHQ Platform and its modules. You hereby represent and agree that your Registration Information will be true, accurate, current, and complete. You agree to promptly update or confirm your Registration Information as necessary or requested so that it continues to be true, accurate, current, and complete. We reserve the right, for ourselves and our Enterprise Client, with whom your account is associated, to verify the accuracy of the Registration Information that you have provided and update such information as necessary to perform the Services.
You are solely responsible for maintaining the confidentiality and security of your PrevailHQ account's username and password, and you may not permit another person to use your username and password to access the Services. If you believe that the security of your account information has been compromised, you must immediately change your username and password through the account settings feature or notify us and we will assist you. PrevailHQ shall have no liability for any unauthorized access to or use of your account information resulting from your failure to keep such information private or secure.
Use of the Services
The PHQ Platform is intended to assist businesses, human resources departments, and facility management organizations manage the health, safety, and continuity of staff and facilities where they operate. By using the Services, you represent and warrant that you have provided accurate and true information, and that you have the capacity to agree to and abide by these Terms.
The personal data collected, processed, and disseminated via the PHQ Platform are done so pursuant to a SaaS agreement with an Enterprise Client. While we hope you find the Services useful to allow a safer work environment for the organization, they are in no way intended to serve as a healthcare diagnostic service, emergency response platform, or OSHA compliance mechanism as the modules, either independently or as a platform, cannot guarantee the accuracy or completeness of the data provided by third-party providers or Enterprise Clients. PrevailHQ makes no recommendations for any particular product, response, therapy, or any course of action; nor does PrevailHQ otherwise substitute its response or reaction for the clinical, security, or business judgment of a qualified doctor, emergency personnel, first responders, or healthcare professional. You and the Enterprise Client are solely responsible for evaluating the information obtained and processed on the PHQ Platform in connection with the Services provided. All Users hereby agree to be solely responsible for User's compliance with all laws and standards applicable to you and your organization with respect to any facility or organization, that uses the PHQ Platform.
Notwithstanding anything stated herein, some facilities may be subject to certain federal, state, or local regulatory obligations and responsibilities particular to the jurisdiction in which they are located. We make no representation or warranty as to the legal compliance of the Services or the PHQ Platform with such compliance obligations, unless otherwise specifically agreed to in writing and signed by a duly authorized officer of PrevailHQ. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility to the PHQ Platform, the Services, and the user accounts by any person, geographic area, or jurisdiction as we determine necessary and proper.
Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the PHQ Platform for the Services detailed in the SaaS agreement with the applicable Enterprise Client that authorized your use. You may view the information and materials made available through the Services, including User Content, as defined below, solely for use with the PHQ Platform. You shall not use, copy, adapt, modify, prepare derivative works based upon the content on the PHQ Platform, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit any of the Services, PHQ Content, badges, approvals, or any PHQ Platform intellectual property, or trade secrets, except as expressly permitted in these Terms. All rights not expressly granted herein are reserved by us and our respective licensors, and licensees.
The PHQ Platform may contain links to Client or third-party websites or resources which are not part of the PHQ Platform. You agree that we are not responsible or liable for these websites and resources including, without limitation, their availability, content, forecasts, and information that they provide, notwithstanding such items may be included in the Services. The inclusion on the PHQ Platform of data and resources from an Enterprise Client or third-party resources, including links to third-party websites, does not imply our endorsement of these resources, data, or the accuracy or completeness of the information or data from the Enterprise Client or third-party resources.
All Users hereby agree they will not engage in any of the following activities in connection with their use of the PHQ Platform or any Services related thereto:
We have the right expressly granted by you (but we are not obligated to) do any or all of the following without notice:
Information Available Via the Services
You are solely responsible for ensuring that all User Content made available through the Services is truthful and complies with all applicable laws. You fully understand that PHQ Platform, Enterprise Clients, and affiliated organizations will rely upon the User Content that you provide. You shall be solely responsible for any claims arising from your failure to provide accurate User Content that you submit through the PHQ Platform.
You agree that you will not use the Services to make available User Content that:
You hereby acknowledge and agree that the PHQ Platform and any software used in connection with the PHQ Platform ("Software") contain proprietary and confidential information that is protected by U.S. and international intellectual property laws. You further acknowledge and agree that the PHQ Platform, its applications, and PHQ content are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by us or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, create derivative works from, or "scrape" for commercial or any other purpose, the PHQ Platform, the PHQ Content or the Software, in whole or in part. Any use of the PHQ Platform or the Services not expressly permitted by these Terms is a material breach of these Terms and may violate Prevail HQ's and/or third parties' intellectual property rights.
You may view the information provided through the Services online, download your User Content, and electronic badges if applicable, to your computer or mobile device for later reading, or you may print a copy of an item for your personal use. You may not remove any copyright notices from our materials, trademarks, or intellectual property. You agree not to access the Services by any means other than through the platform interface that is provided to you by PrevailHQ, or the applicable Enterprise Client grants such access. Nor shall you present any badge for entry to any facility that is not contemporaneously live on the PHQ Platform or the applicable Prevail HQ mobile application.
Laws that Govern this Agreement
We control those aspects of the Services made available through the PHQ Platform, including our websites and mobile application from our Michigan offices in the United States of America. By accessing the Services and using the PHQ Platform and Services, you agree that the statutes and laws of the state of Michigan, without regard to its choice of laws principles, will apply to all matters relating to the use of the PHQ Platform and your access and use of such Services.
Termination and Modification
You agree that we may, under certain circumstances and without prior notice, discontinue, either temporarily or permanently, the Services (or any part thereof) or eliminate your account and remove any User Content that you have made available through the Services, with or without notice, for any of the following reasons (which are not exclusive): (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Services (or any part thereof), (e) technical or security issues or problems, (f) extended periods of inactivity, and/or (g) your engagement in fraudulent or illegal activities. You agree that all terminations for cause shall be made at our sole discretion, and we shall not be liable to you or any third-party for termination of your account or access to the Services.
PREVAILHQ, THE PHQ PLATFORM, THE SERVICES, AND PHQ CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PHQ PLATFORM, THE SERVICES, OR PHQ CONTENT WILL MEET YOUR REQUIREMENTS OR OTHERWISE BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED OR DISPLAYED VIA THE SERVICES OR PHQ PLATFORM. NO INFORMATION PROVIDED THROUGH THE SERVICES, OR BY PREVAILHQ IN ORAL OR WRITTEN FORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PHQ PLATFORM. YOU UNDERSTAND THAT WE DO NOT ASSUME RESPONSIBILITY FOR SCREENING USERS OF THE PHQ PLATFORM FOR ANY SPECIFIC CONDITION OR DISQUALIFYING STATUS, NOR DO WE VERIFY OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR ENTERPRISE CLIENT CONTENT. WE DO NOT PROVIDE MEDICAL ADVICE, NOR RECOMMEND OR ENDORSE ANY SPECIFIC RESPONSE OR CRITERIA FOR USER ENTRY INTO ANY FACILITY. THE AUTHORITY OF EVACUATION, ENTRY, OR DENIAL OF ENTRY TO ANY FACILITY IS AT THE SOLE DISCRETION OF THE ENTERPRISE CLIENT.
In no event will we, or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the PHQ Platform, the Services or the PHQ Content be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of the Services, or any User's inability to access or use the PHQ Platform, the Services or the PHQ Content, User Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, our suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages. We, our licensors, licensees, our suppliers, or any third parties contributing to the delivery or provision of the Services are not liable for any personal injury, including death, caused by your use or misuse of the Services or any information provided through the Services. Any claims arising in connection with your use of the Services must be brought within one (1) year of the date of the event giving rise to such action occurring. Remedies under these Terms are exclusive and are hereby limited to those expressly provided for in these Terms. The limitations of damages set forth above are fundamental elements and a material element comprising the basis of the bargain between PrevailHQ and you, the User. Notwithstanding any provision herein, in no event shall PrevailHQ's liability to any User hereunder exceed $50.00.
You agree to defend, indemnify, and hold each of us and our respective officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your access to or use of the PHQ Platform, the Services, and the PHQ Content that results in a violation of these Terms or applicable law.
We reserve the right, at our sole discretion, to modify, discontinue or terminate any of the Services, the PHQ Content, or these Terms, at any time and without prior notice. If we modify these Terms in a material way, we will provide notice of such modification within the PHQ Platform at the email address that you provided. By continuing to access or use the Services after we have modified these Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the PHQ Platform and the Services.
These Terms constitute the entire and exclusive understanding and agreement between PrevailHQ and you regarding PHQ Platform and the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between PrevailHQ and you regarding the PHQ Platform or the Services.
You may not assign or transfer these Terms, any right or obligation hereunder, or your user account, neither by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, at our sole discretion, without restriction in our sole discretion. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Mutual Agreement to Arbitrate
In the interest of resolving disputes arising from these Terms or the relationship between PrevailHQ, Users, and/or Enterprise Clients expedient and cost-effective manner, you and PrevailHQ agree that any disputes arising from or in connection with the Services contemplated herein or related to these Terms will be resolved by binding arbitration. Arbitration can more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU AND PREVAILHQ ARE EACH WAIVING THEIR RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions above, we agree that nothing in these Terms shall be deemed to waive, preclude, or otherwise limit the right of either party: (a) bring an individual action in small claims court or for the collection of a delinquent account exceeding ninety (90) days; (b) pursue enforcement action through a federal, state, or local enforcement agency if such course of action is available; (c) seek injunctive relief in court; or (d) to file suit in court to address a specific intellectual property infringement claim.
Arbitrator. Any arbitration action involving you and PevailHQ under these Terms shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer-Related Disputes, as the case may be (collectively, "AAA Rules") of the American Arbitration Association ("AAA").
Notice and Service of Process. Any party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). PrevailHQ's address for Notice is: 323 S. Main Street, Ste 201, Rochester, MI 48307.
The Notice must describe the nature and basis of the claim or dispute and include the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim before submitting the matter to arbitration; however, if a resolution is not reached within 45 days after the Notice is received by PrevailHQ, either party may commence the arbitration proceeding.
Location and Fees. Each party will pay its own filing costs and fees. Any arbitration hearing will occur at a location to be agreed upon in Oakland County, Michigan. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules relating to such a finding, and you agree to reimburse PrevailHQ for any monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the preceding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
No Class Actions. YOU AND PREVAILHQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and PrevailHQ agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
If the immediately preceding paragraph is found to be unenforceable, or if the entirety of this section related to the agreement to arbitrate is found to be unenforceable, then the entirety of this will be null and void and, in which case, the parties agree that to the exclusive jurisdiction and venue detailed elsewhere in these Terms, which shall govern any action arising out of or related to these Terms.
Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in a written form and given: (i) by us via email (in each case to the email address included in your Registration Information); or (ii) by posting within the PHQ Platform as permitted. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
"Enterprise Client" means
"Enterprise Client Content" means
"Modules" means [HERE IS WHERE WE CAN EXPAND THE APPLICATION TO EACH MODULE BY NAME]
"PHQ Content" means
"PHQ Platform" means
"User Content" means
The PHQ Platform and Services are not intended to be used by persons under eighteen years old. If you are under the age of eighteen, you may not use the PHQ Platform or Services. If you submit data or personal information for a business entity, you hereby represent that you have the authority to bind the applicable business entity to these Terms. We may, in our sole discretion, refuse to allow the use of the PHQ Platform or Services or accept any person's or entity's information. We may, at any time, refuse to permit a person's, or entity's, continuing use of the Services or PHQ Platform for any reason or for no reason whatsoever, in our sole discretion.
PrevailHQ's failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to any other remedies under these Terms or otherwise that a party may have available.
All provisions of these Terms shall survive termination of your PHQ Platform account except for your license to access the PHQ Platform, use the Services, and the PHQ Content.
If you have questions about the Services or these Terms, or you wish to provide feedback, please contact us at email@example.com . By submitting feedback and suggestions, you grant PrevailHQ a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to use to improve the Services.