Effective as of October 18, 2023
These Prime Terms of Service (the “Terms of Service”) are a legal agreement between Prime Financial Technologies, Inc. (“Prime”, “we” or “us”) and you, the individual or entity (“you”) who is accessing the Prime Website/User Portal (the “Prime Site”). By using the Prime Site, you agree to be bound by these terms and conditions. If you are accessing or using the Prime Site on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” also reference your company.
General.
The Prime Site is an online interface maintained by Prime that enables you to view and manage information provided by us. In addition, these terms supplement any other agreements you may have in place with Prime. In the event of a conflict between these Terms of Service and your written agreement with Prime, the terms of the written agreement will control. Prime reserves the right to modify or discontinue, temporarily or permanently, the Prime Site (or any part thereof) without notice. You agree that Prime will not be liable to you or to any third party for any modification, suspension or discontinuance of the Prime Site.
Account Registration.
You may be required to register with an account with Prime in order to access and use certain features of the Prime Site. If you choose to register for the Prime Site, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form. Registration data and certain other information about you are governed by our Privacy Policy.
You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Prime of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Prime Site. Prime will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Restricted Activities.
You must use the Prime Site in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) that apply to your use of the Prime Site. You must not, and must not allow others to: (i) access or attempt to access non-public Prime systems, programs, data, or services; (ii) work around any of the technical limitations of the Prime Site or enable disabled or prohibited functionality; (iii) reverse engineer or attempt to reverse engineer the Prime Site except as expressly permitted by Laws; (iv) perform or attempt to perform any actions that would interfere with the normal operation of the Prime Site or affect our other users' use of the Prime Site; or (v) impose an unreasonable or disproportionately large load on the Prime Site.
Third Party Services.
The Prime Site may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.
Representations and Warranties.
You represent and warrant to Prime that (i) you have full power and authority to enter into these Terms of Service; (ii) your activities in connection with the Prime Site do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and (iii) you will not use the Prime Site in a manner that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
Disclaimer.
The Prime Site may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Prime or by third-party providers, or because of other causes beyond our reasonable control, but Prime may use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, THE PRIME USER PORTAL, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PRIME EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PRIME DOES NOT WARRANT THAT THE PRIME USER PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRIME USER PORTAL, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PRIME THROUGH THE PRIME USER PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PRIME BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, PRIME'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification.
You shall defend, indemnify, and hold harmless Prime from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service, or your other access, contribution to, use or misuse of the Prime Site. Prime shall provide notice to you of any such claim, suit or demand. Prime reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Prime's defense of such matter.
Term and Termination.
These Terms of Service apply to you starting on the date you first access or use the Prime Site and continue until Prime terminates these Terms or Service, or until you stop using the Prime Site. If after stopping, you start to use the Prime Site again, you are consenting to these Terms of Service. We may terminate these Terms of Service at any time for any reason by providing you notice. We may suspend your access to the Prime Site, or immediately terminate these Terms of Service, if (i) you use the Prime Site in a prohibited manner or otherwise do not comply with any of the provisions of these Terms of Service; or (ii) any Law requires us to do so, in which case you will no longer be able to access the Prime Site. Upon termination of your use of the Prime Site or termination of these Terms of Service for any reason, in addition to this section, the following sections will survive termination: Sections 5 through 13.
Governing Law.
These Terms of Service will be governed by the laws of New York, except for New York's choice of law rules, and by applicable federal United States laws. Each party agrees to submit to personal and exclusive jurisdiction of the courts located in New York, NY, and each party waives all objections to that jurisdiction and venue.
Assignment.
You may not assign these Terms of Service or any of your rights or obligations, by operation of law or otherwise, without our prior written approval and any attempted assignment will be void. We reserve the right to freely assign these Terms of Service and our rights and obligations to any third party without notice or consent. Subject to the foregoing, these Terms of Service will be binding upon and inure to the benefit of you and us, their successors and permitted assigns.
Miscellaneous.
Prime's failure to exercise or enforce any right or provision of the Terms of Service will not be considered a waiver of that right or provision. If any provision of these Terms of Service is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the section. These Terms of Service constitutes the entire agreement between you and Prime with respect to your use of the Prime Site. These Terms of Service are not intended and will not be construed to create any rights or remedies in any parties other than you and Prime, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms of Service. These Terms of Service do not limit any rights that Prime may have under trade secret, copyright, patent or other laws.
Contact Us.
Please contact us at [email protected] to pose any questions regarding these Terms of Service or the Prime Site.
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