Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and PrimaLabs ("Company," "we," "us," or "our") concerning your access to and use of our hardware-in-the-loop AI optimization platform and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Services.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using the Services, you represent and warrant that you meet these eligibility requirements and that all information you provide is accurate and truthful. If you are using the Services on behalf of an organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" in these Terms will refer to that entity.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Services, you may be required to register for an account. When creating an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and current
• Maintain the security and confidentiality of your login credentials
• Not share your account credentials with any third party
• Accept responsibility for all activities that occur under your account

3.2 Account Security

You are responsible for maintaining the security of your account and password. You must notify us immediately at support@primalabs.ai of any unauthorized access, use, or security breach involving your account. We will not be liable for any loss or damage arising from your failure to comply with these security obligations.

4. License Grant and Restrictions

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your internal business purposes during the term of your subscription. This license does not include any right to resell, redistribute, modify, or create derivative works based on the Services or any portion thereof.

4.2 Prohibited Uses

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Services
• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to our systems, networks, or any user accounts
• Interfere with, disrupt, or impose an unreasonable burden on the integrity or performance of the Services
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services
• Use the Services to develop, support, or operate competing products or services
• Transmit any viruses, malware, or other malicious code through the Services
• Use automated tools, bots, or scrapers to access the Services without our prior written consent
• Violate any third-party rights, including intellectual property, privacy, or publicity rights

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Services, including all software, algorithms, machine learning models, technology, content, user interfaces, visual designs, trademarks, logos, and other intellectual property, are owned by PrimaLabs or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. You acknowledge that we retain all rights, title, and interest in and to the Services, and you do not acquire any ownership rights by using the Services. The PrimaLabs name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of PrimaLabs or our affiliates. You may not use these marks without our prior written permission.

5.2 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to compensate you or provide attribution.

6. User Content and Data

6.1 Your Data

You retain all ownership rights to any data, content, configurations, or information you submit to or through the Services ("Your Data"). By submitting Your Data, you grant us a worldwide, non-exclusive, royalty-free, transferable license to use, store, process, copy, modify, and analyze Your Data solely to: (a) provide and improve the Services, (b) develop and train our machine learning models and algorithms, (c) generate aggregated and anonymized analytics and benchmarks, and (d) comply with applicable laws. We will handle Your Data in accordance with our Privacy Policy.

6.2 Data Accuracy and Compliance

You represent and warrant that: (a) you have all necessary rights and permissions to submit Your Data to the Services, (b) Your Data does not violate any applicable laws or third-party rights, and (c) Your Data does not contain any viruses, malware, or other harmful code. You are solely responsible for the accuracy, quality, and legality of Your Data.

6.3 Data Security and Backups

We implement industry-standard security measures to protect Your Data as described in our Privacy Policy. However, you acknowledge that no system is completely secure, and we cannot guarantee the absolute security or prevent unauthorized access to Your Data. You are responsible for maintaining appropriate security measures for your own systems and creating independent backups of Your Data. We are not responsible for any loss, corruption, or unauthorized access to Your Data resulting from circumstances beyond our reasonable control.

7. Fees, Payment, and Subscription Terms

7.1 Subscription Fees

If you subscribe to a paid tier of the Services, you agree to pay all applicable subscription fees and charges according to the pricing and payment terms presented to you at the time of purchase. Fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified) and are non-refundable except as expressly provided in these Terms or required by law.

7.2 Payment Terms

You agree to the following payment terms:

• Provide current, complete, and accurate billing and payment information
• Promptly update all payment information to keep it current and valid
• Authorize us to charge your designated payment method for all fees and charges
• Pay all applicable taxes associated with your use of the Services

7.3 Price Changes

We reserve the right to change our pricing at any time. We will provide you with at least 30 days' advance notice of any price changes that affect your subscription. If you do not agree to the price change, you may cancel your subscription before the new price takes effect. Continued use of the Services after the price change becomes effective constitutes your acceptance of the new pricing.

7.4 Late Payment and Suspension

If any fees are past due, we may suspend your access to the Services until payment is received. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. You remain responsible for all fees incurred during any suspension period.

8. Term and Termination

8.1 Term

These Terms commence when you first access or use the Services and continue until terminated by either party in accordance with this Section.

8.2 Termination by You

You may terminate your account and these Terms at any time by discontinuing use of the Services and closing your account through your account settings or by contacting us at support@primalabs.ai. Termination does not relieve you of any obligation to pay outstanding fees.

8.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if:

• You breach any provision of these Terms
• Your use of the Services poses a security risk or could harm us or third parties
• You fail to pay any fees when due
• We are required to do so by law or regulatory authority

8.4 Effect of Termination

Upon termination of these Terms: (a) your right to use the Services will immediately cease, (b) we may delete Your Data in accordance with our data retention policies, and (c) all provisions of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

9. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (D) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU USE THE SERVICES AT YOUR OWN RISK.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PRIMALABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless PrimaLabs and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees), and settlements arising out of or related to: (a) your use or misuse of the Services, (b) your violation of these Terms, (c) your violation of any applicable laws, regulations, or third-party rights, (d) Your Data or any content you submit, or (e) any false or misleading information you provide. We reserve the right to assume exclusive control of the defense of any claim subject to indemnification, in which case you will cooperate with us in asserting any available defenses.

12. Confidentiality

Each party agrees to maintain the confidentiality of any confidential information disclosed by the other party in connection with these Terms and to use such confidential information only for purposes of fulfilling its obligations under these Terms. Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms, (b) was rightfully known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of the disclosing party's confidential information, or (d) is rightfully obtained from a third party without confidentiality restrictions. This confidentiality obligation survives termination of these Terms for a period of three (3) years.

13. Export Control and Sanctions Compliance

You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the Office of Foreign Assets Control. You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country subject to U.S. embargo or trade restrictions, (b) identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals List, or (c) otherwise prohibited from receiving the Services under applicable law. You may not use the Services to develop or produce nuclear, chemical, or biological weapons or missile technology.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.2 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own costs and expenses, including attorneys' fees, unless the arbitrator determines otherwise. This arbitration provision does not preclude either party from seeking injunctive or other equitable relief in court to protect its intellectual property rights.

14.3 Class Action Waiver

YOU AND PRIMALABS AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. NEITHER YOU NOR PRIMALABS MAY PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS.

15. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, government actions, labor disputes, epidemics, pandemics, internet disruptions, or failures of third-party services or suppliers. The affected party shall promptly notify the other party of any such force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.

16. Modifications to Terms

We reserve the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes by posting the updated Terms on our website, updating the "Effective Date," and, where required by law, providing additional notice such as through email or a prominent notice on the Services. Your continued use of the Services after such changes become effective constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services and close your account.

17. Severability and Waiver

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the intent of the original provision. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this provision shall be null and void. We may freely assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

19. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies expressly incorporated by reference herein, constitute the entire agreement between you and PrimaLabs regarding the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and PrimaLabs relating to the subject matter hereof. These Terms may not be amended except as provided in Section 16 or through a written agreement signed by both parties.

20. Contact Information

If you have questions, concerns, or notices regarding these Terms, please contact us at:

We will respond to your inquiry as soon as reasonably possible.