Thank you for visiting Primal.com. Please read the terms and conditions of use (the “Terms of Use“) set forth below carefully as they contain the legal terms that govern your use of any website, including without limitation, Primal.com (the “Site“), web pages, software, services, and products, operated or provided by Primal Fusion Inc. (“Primal“ or “We”).
The plain English summaries we’ve provided are for your benefit but are not legally binding. Please read the full Terms of Use for a complete understanding of the legal provisions that apply to your agreement with Primal.
Without limitation, the Site, as well as any content, web pages, software, services, and products operated or provided by Primal are collectively referred to as the “Services“. These Terms of Use may be modified by Primal from time to time in its sole discretion. You are advised to check the Terms of Use frequently for any updates and/or changes which may impact your use.You must accept all of the terms and conditions contained in this Terms of Use agreement and Primal’s Privacy Policy (incorporated by reference) before you may use these Services. By using the Services, you accept these terms. You must discontinue your use of the Services if you do not accept these terms.
1. Services
The Services are operated in Canada in the province of Ontario. Primal does not represent that content or materials presented on or through the Services are appropriate or available for use in other locations or jurisdictions. If you access the Services from a jurisdiction other than Canada, you agree that you do so on your own initiative, and are responsible for compliance with local laws.
1.1 Misuse: You may not misuse the Services. Examples of misuse may include but is not limited to: interfering with the Services or trying to access the Services using a method other than the interface and instructions provided by Primal.
1.2 Illegal or Inappropriate Use: Primal may, but is under no obligation to, remove content or refuse to provide Services that Primal determines under its sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property and/or these Terms of Use, at any time and without prior notice.
1.3 Termination: You agree that Primal may, in its sole discretion, immediately terminate your Primal account and access to the Services without prior notice. You agree that Primal shall not be liable to you nor any third party for any termination of your account or access to the Services. Without limiting the foregoing, Primal will terminate your use of the Services upon:
1.4 Modifications: Primal is constantly changing and improving the Services. Primal may add or remove functionalities or features, and may suspend or stop a Service altogether. You can stop using the Services at any time. Primal may also stop providing Services to you, or add or create new limits to the Services at any time.We develop services for lawful uses only. Sometimes the law varies with location, so we ask you use our products legally wherever you’re located. Illegal or misuse means we may have to stop providing services to you.
1.5 System Outages: Primal periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Primal will not be liable for any claims or damages arising out of the any interaction with the product including but not limited to:
2. User Accounts2.1 Registration: In accordance with these Terms of Use, certain Services may require that you register as a member of the Services (a “Registered Member“) and that you provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Primal will always be accurate, truthful, correct, and up to date.
2.2 Passwords: If you are a Registered Member, you are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify Primal at
support@primal.com of any unauthorized use of your password or account or any other breach of security. Primal will not be liable, directly or indirectly, for any loss or damage arising from your failure to comply with this section.
2.3 Age Restriction: The Services are intended for a general audience. However, children under the age of 13 years are not permitted to register as a Registered Member. We may ask for personal information to verify that you are in at least 13 years of age.
2.4 Primal Refund Policy: Our Disclaimer of Warranties, recited in Section 6 of our Terms of Use, applies to our Refund Policy. We make no explicit or implicit warranties. Our Limitation of Liability, recited in Section 7 of our Terms of Use, applies to our Refund Policy. We are not liable to you for any direct or indirect damages (direct or indirect) that result from the use of our Services.If your application directly interacts with Primal, several data plans are made available to you. Your purchase of a data plan is, barring circumstances deemed exigent by Primal, non-refundable. Because we disclaim warranties of any kind when we provide our Services and our Services are provided “as is,” the quality of any goods or services (including the quality of content or data included within the scope of any purchased goods or services) we provide you cannot be the basis for any refund.Your purchase of a data plan provides you with the ability to make a certain number of calls within or the capacity to provision a predetermined number of individual user accounts for a predetermined period (e.g. until the end of the month). If, at the conclusion of this period, you have not made the number of calls or provisioned the number of accounts afforded to you by your plan, i.e. there is a balance of unused purchased calls or provisioned accounts, you shall not be entitled to a refund (prorated or otherwise) on that balance of unused purchased calls.
3. Permissions, Ownership and Licenses3.1 Permissions: Subject to your compliance with the Terms of Use, Primal permits you to use and grants you access to the Services solely to develop, test, display, distribute, and execute your application; and to access and display in your application certain data provided to you by Primal. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Services, including without limitation, source code and algorithms.
3.2 Ownership: As between you and Primal, Primal retains all right, title, and interest, including without limitation all intellectual property rights, in and to the Services and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations thereof or relating thereto unless otherwise provided. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights belonging to Primal will, unless otherwise provided, remain as such, whether or not specifically recognized or perfected under any applicable law. No patent or patent application to which Primal possesses an ownership interest is assigned, granted, conveyed, or licensed to you in the absence of a dedicated agreement provision laying out terms of that assignment, grant, conveyance or license. Patents and/or patent applications to which any transfer of rights occur must be explicitly recited in said agreement provision by patent grant number or patent application number. Transfer of Primal’s technology in, or pursuant to, any exchange is not intended as, and shall not be construed as, an implicit assignment, grant, conveyance or license to any Patent or Patent application. Primal’s technology may include but is not limited to all processes, methods formulae, source code, know-how, improvements, discoveries, developments, designs and techniques, other works of authorship owned, operated, distributed or authorized to be distributed by or through Primal worldwide.
3.3 Derivative Semantic Works: For the purpose of these Terms of Use: “Your Content” means any data that you transmit, distribute, submit, communicate, create, or store on or through the Services (including, without limitation, text, video, pictures, graphics, music, sound clips, likenesses, images, multimedia files, personal information, and other works of authorship). When you provide Your Content to the Services, you acknowledge and agree that there may be an integration, analysis, processing, arrangement, and/or organization of Your Content that results in data, content, or works (other than Your Content), such as text, video, pictures, graphics, music, sound clips, likenesses, images, multimedia files, personal information, and other works of authorship, data, information, arrangements, compilations, techniques, and metadata (“Derivative Semantic Works”). You acknowledge and agree that Primal shall own all right, title, and interest worldwide accrued as a result of creating the l Derivative Semantic Works, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known or hereafter developed, to publish, display, perform, distribute, reproduce, digitize, transmit, translate, or modify a Derivative Semantic Work and any derivative works thereof, for all or any purposes. Data provided to you under one of Primal’s data plans via Primal’s API shall not be governed by this Section 3.3.
3.4 Primal Application Development: You understand and acknowledge that Primal may be independently creating applications, content, and other products or services that may be similar to or competitive with applications you may be developing and any content found therein, and nothing in these Terms of Use will be construed as restricting or preventing Primal from creating and fully exploiting such applications, content, and other items without any obligation to you. If you elect to provide us with any feedback, you hereby assign all right, title, and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement, and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, compensation, or other duty to account.
3.5 Trade and Service Mark Rights: All rights in the product names, company names, trade names, logos, and designs of Primal or third party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Primal or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws, as applicable. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited.3.6 Brand License: Subject to your compliance with these Terms of Use, Primal grants you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of Primal only where the output of your application or product results from or is based on the Services. Where the output of your application or product is based on the Services, your application must explicitly recite the statement: “Powered by Primal”. Any other use of Primal’s trademarks shall be subject to Primal’s written consent. Further, by using the Services, you authorize Primal to use and publish your name and logo in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information, including, but not limited to press releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.
3.7 Third Party Licenses: Any content owned by a third party that is provided in the Services will be governed by the license and terms set forth by that third party. Further, Primal’s semantic data, as distinguished from its source code or algorithms, in some instances, may be offered under an open source license. In such instances, the terms of the open source license shall govern where applicable. Creative Commons Attribution-ShareAlike License 3.0 and Creative Commons Attribution 3.0 License are examples of open source licenses that may apply to some instances of semantic data generated by Primal.
4. Copyright and Privacy4.1 Copyright:Primal respects the intellectual property of others and we ask our users to do the same. Pursuant to the (U.S.) Digital Millennium Copyright Act, 17 U.S.C. 512, Primal has designated an agent to receive notifications of alleged copyright infringement. Primal has designated the following agent:
Attention: Copyright Agent
Primal Inc.
605 – 305 King Street West
Kitchener, Ontario N2G 1B9
Canada
Phone: 519–741–1243
E-mail:
ip@primal.com
If you wish to notify Primal of an alleged copyright infringement, or if you are the valid copyright owner to a logo or graphic image in use by Primal (whether submitted by you or a third party) in connection with the Services, you may contact Primal as set forth above and request that we remove such materials.
4.2 Privacy: Primal values the privacy of the users of our website. Please see Primal’s
Privacy Policy, incorporated by reference herein, which explains how we treat and protect the information and data of those that use our Services.
We respect other people’s copyrights and privacy. If there any issues in these either of these areas, we want to know.
5. IndemnityYou agree to indemnify and hold Primal, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties“) harmless from any claim or demand, due to or arising out of your breach of these Terms of Use or the documents incorporated herein by reference, or your violation of any law or the rights of a third party. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and reasonable legal fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Services.
6. Disclaimer of WarrantiesYou expressly understand and agree that:
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. Primal and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors expressly disclaim all conditions and warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Without limiting the generality of the foregoing, Primal and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that:
Notwithstanding anything to the contrary in these Terms of Use, Primal’s total liability to you for any reason (whether based in contract, tort, including negligence and strict liability) in connection with these Terms of Use or the Services shall in no event exceed the amount paid by you to Primal prior to the event giving rise to liability.
8. General
8.1 Complete Agreement: These most recent listing of these Terms of Use (which do not include the “Terms in Plain English”) and the Privacy Policy constitute the entire agreement between Primal and you pertaining to your use of the Services and, except as specifically set forth herein, supersede any prior agreements between you and Primal relating to the Services.
In the event that one or more sections of these Terms of Use shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provision contained in these Terms of Use. Primal may assign these Terms of Use, in whole or in part, at any time.If any of the provisions (or parts thereof) contained in the Terms of Use are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein.
8.3 Waiver: Primal’s failure to insist upon or enforce strict performance of any right or provision of the Terms of Use shall not constitute or be construed as a waiver of any right or provision.
8.4 Governing Law: These Terms of Use shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada as applicable. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, without regard to the conflicts of laws principles and to waive any objections based upon venue.
