Terms of Service

These Terms of Service are a legal agreement (“Agreement”) between you (“you”) and Primr, Inc. (“Company,” “we,” “us,” or “our”). You acknowledge that this Agreement is as enforceable to the same extent as any written agreement on paper signed by you. The agreement covers the terms and conditions for access to and use of the Company’s PRIMR^SM service (“Service”) or website (“Site”) by individuals or businesses who are any of the following (“you or your”):

• Any subscriber of the Service (a “Customer”) and their personnel that administer Customer accounts (“Administrators”);
• Any individual that Customer allows to view course materials generated using the Service (a “Learner”); or
• Anyone else visiting the Site (a “Site Visitor”).

1. IMPORTANT NOTICE ABOUT YOUR LEGAL RIGHTS. THIS AGREEMENT CONTAINS A BINDING ARBITRATION SECTION TO RESOLVE DISPUTES ARISING FROM THE USE OF THE SERVICE OR THE SITE. SEE SECTION 17. UNDER THAT SECTION, YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL IN A COURT CASE, AND YOU WAIVE THE RIGHT TO BRING A CLASS ACTION CASE. PLEASE READ SECTION 17 CAREFULLY, BECAUSE IT AFFECTS YOUR LEGAL RIGHTS.
2. The Primr Service. Primr is an AI-powered learning platform that lets educators, trainers, and content creators build rich, interactive courses (“Courses”) in minutes. Customers provide a topic, some content (e.g., PDF, slide deck, manual, handbook, SOP, curriculum, or ebook) (“Customer Content”), and any specific requirements (audience level, tone, or content areas to cover). Primr sends this information to one or more artificial intelligence/machine learning models (“Models”) that generate a complete editable structured Course, which include components (“Course Materials”) such as walkthroughs, quizzes, and flip cards.
   1. Customers’ Rights. If you are a Customer, in exchange for the fees in Section 3, you will have the right to use the Primr Service via the Site during the term of this Agreement. You will have the right to designate one or more Administrators, which will have the right to use the Site and Service to manage your account.
   2. Learners’ Rights. If you are a Learner, you will have the right to use the Primr Service via the Site to view Courses and interact with features of the Course.
   3. Users. As used in this agreement “Users” mean Administrators and Learners with registered accounts.
3. Fees. As a condition of your use of the Service, you agree to pay all applicable fees charged to your account or arranged with the Company via a specific payment arrangement.
4. Privacy. We are committed to maintaining the privacy of Administrators, Learners, and Site Visitors. Our privacy policy governs the protection of their personal that information we create, receive, maintain, and transmit. Our Privacy Policy, which is incorporated by reference in this Agreement, is linked here.
5. Eligibility for Use of the Site. Use of the Site or Service is void where prohibited. You will not be allowed to register an Administrator or Learner account on the Site if you are under the age of eighteen. If you register for an account on the Site, you are stating that:
   1. You are at least age eighteen,
   2. All of the information in your registration is accurate, current, and complete,
   3. You are not listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or listed on the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov).
6. Intellectual Property and Licenses.
   1. “Site Content” means the Company-provided text, images, graphics, video, sounds, music, links, software, their selection and arrangement, and their look and feel on the Site.
   2. “Service Items” means, collectively, the Site, the Site Content, the Service and the Models and Company software supporting the Site and Service.
   3. “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, Service Items or other technology or works, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; authors’ rights; and trademarks, service marks, trade names, product names, and brand names.
   4. You acknowledge the Service Items are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Company or its licensors own all right, title, and interest in and to the Service Items, and all Intellectual Property Rights in the Service Items shall remain the sole and exclusive property of the Company and its licensors. Except for the usage rights your or your business has in the Site and the Service during the term of the Agreement, all rights are reserved by the Company.
   5. If you are a Customer, you retain whatever ownership rights you have in your Customer Content and all Intellectual Property Rights you have in it. You hereby grant the Company a royalty-free, worldwide, non-exclusive irrevocable sublicensable license to reproduce, distribute, perform, and display the Customer Content you provide in connection with your use of the Service or Site, and to make Customer Content and derivative works and compilations of such Customer Content for purposes of generating and displaying Courses to Learners.
   6. If you are a Site Visitor or Customer, the Company hereby grants you a limited non-exclusive, non-transferable non-sublicensable license for your own business purposes: (a) to use and view the Site and Site Content or (b) to download or print portions of the Site or Site Content while maintaining and not removing or altering any notices of copyright, trademark or service mark rights or other proprietary notices.
   7. Copyright Policy and Digital Millennium Copyright Act (DMCA) Requests.
      1. We respect the intellectual property rights of others. We will respond promptly to claims of copyright infringement using guidelines and procedures set forth in section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”).
      2. If you see any material on the Site or in connection with the Service that in your good faith belief may infringe someone's copyright, you may notify us by e-mailing our copyright agent at support@primr.me with “Copyright” in the subject line. You may also send us a notice in paper form to the address for us in Section 18. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:
         1. The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works - you may provide a representative list of the copyrighted works that you claim have been infringed;
         2. A sufficiently detailed description of the content on the Site or in the Service that you claim infringes the copyrighted work;
         3. Your contact information, including your full name, mailing address, telephone number, and email address, if available;
         4. A statement that you believe in good faith that the use of the allegedly infringing content on the Site or in the Service is not authorized by the copyright owner, its agent, or the law;
         5. This statement: "I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed"; and
         6. A physical or electronic signature of the copyright holder or a person authorized to act on their behalf.
      3. It is our policy to suspend or, when appropriate, terminate the accounts or access of Customers or Users who repeatedly infringe copyrights.
7. Restrictions. You must not use or copy the Service Items for purposes other than those permitted under this Agreement. You shall not sell, rent, lease, sublicense, or transfer the Service Items to others. If you are a Learner, you shall not sell, rent, lease, sublicense, or transfer a Customer’s Course Materials to others.
8. Support.
   1. The Company provides customer service by email at support@primr.me.
   2. If you have any difficulty using the Site or Service, please contact customer service using the contact information above.
   3. Although the Company seeks to maximize the availability of the Site and Service, you acknowledge that the Site and Service may be unavailable if the Company or its service providers are maintaining or upgrading the Site or the Service, or if other outages occur. The Company cannot guarantee that the Site and Service will be available 100% of the time.
9. Your Obligations.
   1. If you are a registered Administrator or Learner using the Service, you must:
      1. Provide us accurate information when you register for a User account; and
      2. Maintain your password in confidence, must maintain the security of your password, and not share account access with anyone else, and also must inform the Company using the contact information in Section 8(a) if you have reason to believe that the security of your password has been compromised.
   2. You must not obtain or attempt to obtain unauthorized access to any Company servers or the accounts of other Users.
   3. You must not interfere or attempt to interfere with the operation of the Site or Service, circumvent or attempt to circumvent the Site’s or Service’s security measures, otherwise compromise or attempt to compromise the security of the Site, the Service, or accounts of other Users.
   4. You must not use any process to “crawl,” “spider,” or “scrape” any pages on the Site or any Site Content.
   5. You must not use, copy, or republish the Site or Site Content to provide products or services.
   6. You must not harvest or collect Site Content for the purpose of creating a database of Course Materials.
10. Limited Warranty. While the Agreement between you and the Company is in force with respect to your use of the Service:
    1. The Company warrants to Customers that the Service will conform in all material respects to published specifications for the Service; and
    2. The Company warrants to Customers that its and the Service’s use of Customer Content does not use such Customer Content to train the Model or any other artificial intelligence model.
11. Customer Warranties. This Section applies to you if you are a Customer. By uploading any Customer Content to the Service:
    1. You state that you have all Intellectual Property Rights, ownership rights, and any other rights required to generate Course Materials using that Customer Content;
    2. You state that this Customer Content does not violate any Intellectual Property Rights of any third party; and
    3. You state that transmission of Personal Information within the Customer Content to the Company, the processing of such Personal Information by an artificial intelligence system to generate Course Materials, and the distribution of Course Materials to Learners does not violate the privacy rights of any third party, where “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular living individual.
12. DISCLAIMERS.
    1. EXCEPT AS WARRANTED IN SECTIONS 11, THE SITE, THE SERVICE ITEMS, AND THE SERVICE ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
    2. YOU ARE RESPONSIBLE FOR DETERMINING THAT THE SITE, THE SERVICE ITEMS, AND THE SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY AND FEATURES THAT YOU NEED, AND THE COMPANY DISCLAIMS ANY SUCH RESPONSIBILITY. THE COMPANY MAKES NO WARRANTY THAT THE SITE, THE SITE CONTENT, COURSES, COURSE MATERIALS, OR OTHER ASPECTS OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE SITE CONTENT OR SEARCH RESULTS WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SITE CONTENT, COURSES, OR COURSE MATERIALS WILL BE CORRECTED.
    3. CUSTOMERS REMAIN SOLELY LIABLE FOR ENSURING THAT THEIR CUSTOMER CONTENT AVOIDS INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND THE COMPANY DISCLAIMS ALL SUCH LIABILITY. LEARNERS TAKING COURSES SHALL DIRECT ALL DISPUTES REGARDING INTELLECTUAL PROPERTY RIGHTS TO THE CUSTOMERS THAT CREATED THESE COURSES.
13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL THE COMPANY, ITS LICENSORS, OR ITS SERVICE PROVIDERS BE LIABLE FOR:
    1. INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOST DATA, OR LOST SAVINGS, OR THE COST OF PROCURING SUBSTITUTE SERVICES OR COURSES, OR COURSE MATERIALS, EVEN IF THE COMPANY OR ONE OF ITS LICENSORS, SERVICE PROVIDERS, OR CUSTOMERS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, OR
    2. ANY DAMAGES IN EXCESS OF THE GREATER OF (i) THE FEES YOU HAVE PAID TO THE COMPANY IN THE TWELVE MONTHS PRECEDING THE EVENTS GIVING RISE TO A CLAIM OR (ii) $100 USD.
14. Claims. “Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, and expenses (including reasonable attorney’s fees).
15. Indemnity. You must indemnify, hold harmless, and defend the Company and its parents, subsidiaries, or affiliates, as well as any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all claims, demands, suits, losses, damages, liabilities, costs, actions, and expenses (including reasonable attorney’s fees) and any judgment, civil money penalties, fines, or settlement disbursements awarded against or incurred by any of them as a result of or arising from:
    1. Your violation of any provision of Section 9;
    2. Your breach of the warranty in Section 11;
    3. Your violation of any applicable law; or
    4. Without limiting the generality of the foregoing, any infringement of Intellectual Property Rights or privacy rights caused by a Customer’s Customer Content.
16. Account Termination.
    1. Customer Termination. If you are a Customer, you may terminate this Agreement and your Customer account for the Service on the Site at any time by providing notice to the Company or following the instructions on the Site. In addition, the Company shall be entitled to terminate any Customer account at any time, for any or no reason, with or without prior notice or explanation, and without liability. Without limiting this right, the Company is entitled to terminate your Customer account if you violate any term of this Agreement, if you breach any warranty in this Agreement, or if any information you provide the Company is inaccurate.
    2. Administrator or Learner Termination. If you are an Administrator or Learner, you may terminate this Agreement and your User account for the Service on the Site at any time by providing notice to the Company or following the instructions on the Site. In addition, the Company shall be entitled to terminate any User account at any time, for any or no reason, with or without prior notice or explanation, and without liability. Without limiting this right, the Company is entitled to terminate your User account if you violate any term of this Agreement or if any information you provide the Company is inaccurate.
    3. This sentence and Sections __________________ shall remain in effect even if your account is terminated for any reason.
17. Agreement to Arbitrate and Dispute Resolution.
    1. ANY DISPUTE, CLAIM, OR CONTROVERSY (collectively, “Disputes”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OR PURCHASE OF THE SERVICE, THE SITE, ANY SERVICE ITEM, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THE AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH DISPUTES. Arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Jose, California U.S.A. The language of the arbitration shall be English.
    2. Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.
    3. Nothing in this Agreement shall be construed to preclude a party from seeking injunctive relief, damages, or other relief based on a breach of Section 6(d), or an infringement of a party’s Intellectual Property Rights.
    4. Except for small claims court suits permitted under Subsection (b), the parties irrevocably consent to the jurisdiction of the federal and state courts located in San Francisco and San Jose, California U.S.A. for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement or brought by party arising out of or relating to Intellectual Property Rights or a breach of Section 6(d).
    5. To the maximum extent permitted by applicable law, each party agrees to waive the right to trial by jury, each party agrees that no arbitration or claim under this Agreement shall be joined with any other arbitration or claim, no class arbitration proceedings shall occur, and each party waives any rights to class arbitration.
    6. The arbitrator's award will state the essential findings of fact and conclusions or law upon which the arbitrator based the award. The arbitrator’s award of damages must be consistent with Section 13, which limits the categories of damages for which a party may be liable.
    7. The parties may vary the dispute resolution procedures in this section by a later written agreement.
    8. You are entitled to opt out of the terms of this Agreement to Arbitrate in this Section 17 or any amendment to this Section 17 by sending a written notice to the Company at support@primr.me within thirty days after first becoming subject to this Agreement to Arbitrate in Section 17 or any amendment of it under Section 17. Opting out of an amended version of this Agreement to Arbitrate does not affect your agreement to arbitrate disputes under this Section 17 before the date the Company receives your opt out notice. You must provide a contact name, email address associated with your account, postal address, and username. Opting out of the Agreement to Arbitrate in this Section 17 shall not affect any other section of this Agreement.
18. Notices. All legal notices to The Company required or permitted under this Agreement shall be in writing and sent to the following addresses:

    Primr, Inc. c/o William L. Bretschneider

    1 N. Market Street, Suite 200

    San Jose, California 95113

    Your notices shall be deemed to be given (a) on the third business day after mailing if mailed by certified or registered mail, postage prepaid and properly addressed with return receipt requested, or (b) on the date of delivery shown by a delivery confirmation if sent by a nationally known courier service.

    The Company will send legal notices to registered Users by email, by courier, or postal mail in its sole discretion.

19. Changes to the Agreement. The Company may, from time to time, make changes to this Agreement by posting a new Agreement to its website. Your continued use of the Site or Service after posting of the new Agreement constitutes your acceptance of the changes to the Agreement. If you do not agree to changes to the Agreement, you must cancel your account by providing notice to the Company or following the instructions on the Site, and you must discontinue use of the Site and the Service.
20. Miscellaneous. This Agreement shall be governed by the internal laws of the State of California, USA without giving effect to its conflicts of laws principles. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. Except as set forth in Section 19, no amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you and an authorized representative of the Company. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. The Company may assign this Agreement to any successor in interest. You may not assign this Agreement or delegate the duties under this Agreement without the Company’s advance written consent. This Agreement will be binding upon, and inure to the benefit of the Company, and its successors and assigns, and:
    1. In the case of a Customer, you, your successors, and assigns; and
    2. In the case of a User, you and your heirs, representatives, and permitted successors or assigns.