Effective: March 1, 2019

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Welcome to PrimeAlpha! 

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PrimeAlpha, LLC (“PrimeAlpha”) is a cloud-based content management and research platform and community. Our products make it easier for people to share ideas and collaborate. Since our products are cloud based, you can access them through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose. 

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This document, the PrimeAlpha Terms of Service (“Terms” or “Agreement”), outlines the terms regarding your use of our products.  These Terms are a legally binding contract between you and PrimeAlpha so please read carefully.  If you do not agree with these Terms, do not register or use any of the Services.

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By using, accessing or browsing the PrimeAlpha Service, platform and products including applications, mobile, software, websites or other properties owned or operated by PrimeAlpha or by registering for a PrimeAlpha account (“Services” or “Site”) you are agreeing to be bound by these Terms for the Services provided by PrimeAlpha (“PrimeAlpha”, “we” or “us”).  

 

The Services contains Content owned or licensed by PrimeAlpha. Through the Service, PrimeAlpha may also provide you with access to certain Content that may be uploaded or otherwise provided by it users and/or third party providers (all such Content, collectively, the “Third Party Content”). For the purposes of this Agreement, PrimeAlpha Content and Third Party Content are referred to collectively, as “Content”.

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If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to PrimeAlpha that you have the authority to bind that organization to these Terms (in which event, "you", "your", and “user” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract and this Terms of Service will govern your use of the Services. 

 

By accessing and/or using the Services, you acknowledge that you have read, understand, and agree to abide by the Terms. If you do not understand or agree to these Terms, you do not have permission to access and/or use the Services and you should immediately exit the Services. If you continue using the Services, you accept and agree to the Agreement.

 

1.   RESTRICTED ACCESS

Please note that you hereby agree that the Services mentioned are not suitable for the general public and are not an offer for investment in any manner.  Parts of the Services contain information regarding financial services and investment products and funds incorporated in different jurisdictions, which may or may not be suitable for sale in some jurisdictions and are not offered to the public.

You agree not to use the Services in any way that is unlawful.  The Content may only be used for the purposes intended by PrimeAlpha.

PrimeAlpha consents for you to download and print the information on this Site for personal use only.  Any reproduction, diffusion, publication or resale of any part of or information contained in this Site to third parties, whether for commercial purposes or not, is absolutely prohibited.  You agree to keep all information derived from the Services confidential unless you have the express written permission of the person to whom such information belongs.

PrimeAlpha reserves the right at all times to (or not to) delete, edit, amend, remove or post any information or materials in PrimeAlpha’s sole discretion.  PrimeAlpha’s Services is purely facilitative and you agree that you will place no reliance upon the Services in any way.

 

2.   DISCLAIMERS

A.  NO RECOMMENDATIONS OR ADVICE:  PrimeAlpha makes no recommendations, nor does it offer investment advice of any kind. You agree that no information on the Services is intended to be investment advice and that nothing on the Services should be considered as such or as an attempt to promote, offer to sell or solicitation to buy any of the investments mentioned or to make any investment decision.  Investments can go down as well as up. Past performance is not indicative of future results.

 

B.  NO DUTY TO CORRECT OR UPDATE:  PrimeAlpha does not guarantee and takes no responsibility for the accuracy, timeliness, completeness and/or correct sequencing of any of the information, performance data, or statistics contained in the Services, which are supplied entirely “as is” and may come from sources that are out of date or inaccurate. PrimeAlpha undertakes no duty to correct or update any information in the Services. You must independently verify any information directly with the relevant issuer before placing any reliance upon it whatsoever.

 

C.  NO WARRANTY:  PrimeAlpha does not warrant or represent the completeness, accuracy or adequacy of any information and disclaims all liability for inaccuracies, errors or omissions of any kind.  No warranty of any kind (whether statutory, express or implied) is given, including but not limited to title, merchantability, fitness for purposes, non-infringement of third party rights and freedom from computer virus, is given with the information and materials.

 

PrimeAlpha does not warrant that the Services will operate free from error or that it is free from computer viruses or similar contamination.  If such features cause contamination or the need for servicing of replacement of your own equipment, PrimeAlpha shall not be responsible for such loss.

PrimeAlpha does not promise that the Services will be available at any particular period of time or at all.  PrimeAlpha gives no warranties as to the availability or performance of the Services. User agrees that neither.

 

TO THE EXTENT NOT PROHIBITED BY LAW, PRIMEALPHA AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

 

D.  ACTING PURELY AS A CONDUIT:  PrimeAlpha does not review information supplied to you through the Services by other persons and takes no responsibility whatsoever for such information, which is entirely a matter between you and such person.  You agree that PrimeAlpha is acting purely as a conduit in this regard, providing information through the PrimeAlpha platform as a convenience, and that you do not expect PrimeAlpha to exercise any degree of control over such information.

 

3.   LIMITATION OF LIABILITY

PrimeAlpha will in no event be liable for any damages, including without limitation direct or indirect, special, punitive, incidental or consequential damages, lost profits, losses or expenses arising in connection in any way with the use of the Services by any party, or in connection with any error, omission, inaccuracy, defect, failure of performance, delay in operation or transmission, system failure or computer virus, even if PrimeAlpha is advised of the possibility of such damages, losses or expenses.  Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply in some circumstances. If, notwithstanding the above limitation of liability, PrimeAlpha is found liable for any loss or damage relating to the use of the Services, you agree that your sole remedy and the sole liability of PrimeAlpha shall not exceed the total amount you have paid to PrimeAlpha in connection with the subject matter from which your claim arises.  Without limitation to the generality of the foregoing, you specifically agree that PrimeAlpha shall not be liable for any investment losses or gains from investments involving the use of the Service.

 

4.   ACKNOWLEDGEMENT

You agree and acknowledge that PrimeAlpha has offered its Services and entered into this Agreement in reliance upon the disclaimers, indemnities and limitations of liability set forth in this Agreement and that those disclaimers, limitations of liability and indemnities represent a fair allocation of risk in view of the pricing of the Services and your ability to assume the relevant risks. PrimeAlpha would not be able to provide the Services to you without these limitations.

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5.   TIMING OF CLAIMS

You and PrimeAlpha agree that any cause of action arising in relation to the Services must commence within one (1) year after the relevant cause of action accrues, otherwise such cause of action is permanently barred.

 

6.   YOUR USE OF THE SERVICE

You agree not to do anything that:              

• restricts or inhibits any other user from using the Service;

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, obscene, vulgar, offensive, pornographic, profane, indecent, or contains explicit or graphic descriptions or accounts of sexual acts;

• discriminates, victimizes, harasses, degrades, or intimidates an individual or group of individuals;

• attempts to gain unauthorized access to the Site, network, servers or other systems related to the Services;

• constitutes unauthorized or unsolicited advertising, junk or Spam e-mail, chain letters, pyramid schemes, any other form of unauthorized solicitation, any form of lottery or gambling or any information, software or other material of a commercial nature;

• contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

• collects or stores personal data about other users;

• violates, plagiarizes or infringes the rights of third parties including, without limitation, copyrights, trademark, patent, rights of privacy or publicity or any other proprietary right;

• violates your employer’s policies

• constitutes or contains false or misleading indications of origin or statements of fact;

• violates or encourages conduct that would violate any other applicable laws or regulation or give rise to civil liability;

• provides access to the Site or it’s materials to an unapproved user through sharing of username and password and or taking screenshots of the Site; or

• violates any agreements to which you are subject (including, without limitation, any confidentiality agreements) insider trading regulations, SEC regulations and all other applicable laws, rules and regulations.

 

7.   NOTIFY PRIMEALPHA OF ACTS CONTRARY TO THIS AGREEMENT

If you believe that you are entitled or obligated to act contrary to this Agreement under applicable law, you agree (if lawfully possible) to provide PrimeAlpha with a detailed explanation of your reasons in writing at least 30 days before you act contrary to this Agreement.

 

8.   NO WAIVER

The failure of PrimeAlpha to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. 

 

9.   FURTHER ASSURANCES

You agree to make reasonable efforts to do, make, execute, deliver, or cause to be done, made executed, or delivered, all such further acts, documents and things as we may reasonably require from time to time for the purpose of giving effect to this Agreement.

 

10. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect.

 

11.  AMENDMENTS AND NOTICES

PrimeAlpha may periodically change the Terms without notice to you, so please check back from time to time. Unless explicitly stated otherwise, any new features that augment or enhance the Services shall be subject to these Terms. By accessing and using the Services, you agree to these Terms. If you do not wish to agree to changes to the Terms you can terminate your account and stop accessing the Services at any time. 

PrimeAlpha may provide you with notices, including those regarding changes to the Terms, by email, regular mail or postings on the Site. Notice will be deemed given twenty-four hours after email is sent, unless PrimeAlpha is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing.

 

12.  DATA SECURITY

Digital communications through the Site may not be encrypted. You acknowledge and agree that there is a risk that information, including email and other digital communications, may be accessed by unauthorized third parties.

PrimeAlpha is entitled but not obligated to review or retain your communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the Site, or for other reasons.  You consent in advance to such monitoring and agree that it will not entitle you to any right or cause of action with respect to the manner in which PrimeAlpha monitors your communications.  In no event will PrimeAlpha be liable for any costs, damages, expenses or other liabilities incurred by you as a result of any monitoring activities.

 

13.  INTELLECTUAL PROPERTY

You hereby acknowledge and agree that all content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and laws. Except as expressly authorized by PrimeAlpha, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from such materials or content, or in any manner commercially exploit any content or materials on/from the Site. You must abide by all copyright notices, information, or restrictions contained in or attached to any content or portion of the Site.  If you violate any part of this Agreement, your right to access the Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content (other than Third Party Content to which you have express legal rights), so far as permitted by law.

 

PrimeAlpha and the PrimeAlpha logo and any other logos or similar marks are trademarks and service marks of PrimeAlpha (the “PrimeAlpha Trademark”).  All other trademarks, service marks, logos and audio sounds used in the Site are the trademarks, service marks or logos of their respective owners (the “Third Party Trademarks”, and, together with the PrimeAlpha Trademarks, the “Trademarks”).  Nothing in this Site should be construed as granting (by estoppel, implication or otherwise) any license or right to use any Trademark displayed in the Site without the prior written consent of the applicable Trademark owner.  The Trademarks may not be used to disparage PrimeAlpha or the applicable third party or their respective products or services, or in any manner that may damage any goodwill in the trademarks.  Use of any Trademarks as part of a link to or from any site is prohibited unless PrimeAlpha approves such a link in writing.

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By providing us with feedback, suggestions and/or comments about the Services and/or posting views, commentary or other information about the Services and its users (collectively, the “Feedback”), you acknowledge that you also give to us, without charge, a worldwide, perpetual, royalty-free, non-exclusive right and license to use, share and commercialize your Feedback in any way and for any purpose on the Service. You expressly acknowledge and agree that you will not give Feedback that is subject to a license that requires us to license its software or documentation to third parties because we include your Feedback in them.

 

14.  CONFIDENTIALITY

You acknowledge and agree that in connection with your use of the Service, you may have access to certain confidential and proprietary information regarding PrimeAlpha and various third parties (“Confidential Information”). Confidential Information shall include all information obtained by you in connection with your use of the Service, including, without limitation, all Third Party Content. Except as otherwise expressly permitted by the applicable third party in writing, you agree to hold all Confidential Information in strictest confidence and not to use or divulge any Confidential Information to any third party in violation of these Terms; provided that this provision shall not restrict user from sharing Confidential Information within their organizations so long as such Confidential Information remains subject to the limitations set forth in these Terms and both you and PrimeAlpha may disclose Confidential Information to the extent required by judicial order, law, rule or regulation, or as part of an inspection or a request by a governmental agency or sub-regulatory agency. You agree to notify PrimeAlpha immediately in the event that you determine or suspect that any Confidential Information has been compromised.

 

15.  INDEMNITY

You agree to indemnify, defend and hold harmless PrimeAlpha and its affiliates and any of their officers, directors, advisors, shareholders, employees, consultants, agents, licensors, licensees and suppliers from and against any and all claims, liability, damages, costs and/or expenses, including but not limited to all attorneys’ fees and other litigation expenses, arising from your access to, use or misuse of the Service, and/or any breach by you of any covenant, representation or warranty contained herein.

 

16.  LIMITATION OF LIABILITY

In no event shall any PrimeAlpha party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such user has been advised of the possibility of such damages. Without limiting the generality of the foregoing, you specifically acknowledge that none of the PrimeAlpha parties will be held liable for any investment losses or gains arising out of and/or resulting from the Service.

 

17.  ACKNOWLEDGMENT OF LIMITATION OF LIABILITY

You acknowledge and agree that PrimeAlpha has offered its services, set its prices, and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth in these Terms, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and PrimeAlpha, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and PrimeAlpha. PrimeAlpha would not be able to provide the Services to you on an economically reasonable basis without these limitations.

 

18.  APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, as applied to agreements entered into and completely performed in the State of Maryland, without regard to conflicts of laws rules. You agree to submit to the sole and exclusive jurisdiction of and venue in the federal courts or state courts in Maryland for all actions or proceedings related to this Agreement and you agree to waive any jurisdictional, venue or inconvenient forum objections to such courts.  

 

19.  TERMINATION

This Agreement will take effect from the first time you use the Site for any purposes and you reaffirm your consent to this Agreement each time you use the Site.  PrimeAlpha reserves the right at any time and for any reason in its sole and absolute discretion to deny any user access to the Site or any portion of the Site and to terminate this Agreement.  Termination shall be effective without notice and shall preserve any claims for breaches of covenants, representations and warranties expressed in this Agreement; shall preserve all obligations of confidentiality and in relation to intellectual property; and shall also preserve the section of this Agreement entitled “Applicable law”. 

 

20.  COPYRIGHT

A.  NOTIFICATION OF COPYRIGHT INFRINGEMENT:                    

If you are a copyright owner (or an agent of a copyright owner) and believe material posted or linked to on our Site infringes upon your copyright, you may submit a Notification of Claimed Infringement under the Digital Millennium Copyright Act ("DMCA") by sending an e-mail to PrimeAlpha containing the following information:

• A clear identification of the copyrighted work claimed to have been infringed. If multiple copyrighted works are posted on a single web page and you notify us about all of them in a single notice, you may provide a representative list of such works found at the Site.

• A clear identification of the material you claim is infringing on the copyrighted work, and information sufficient to locate that material on our Site.                  

• A statement that you have a "good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law."       

• A statement that "the information in the notification is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."                    

• Your contact information so that we can reply to your notice, preferably including an e-mail address and telephone number.

• The notice must be physically or electronically signed by the copyright owner or a person authorized to act on behalf of the owner.                   

Your written Notification of Claimed Infringement must be sent to PrimeAlpha at the following email: info@PrimeAlpha.com. We will review and address all notices that substantially comply with the requirements identified above. If your notice fails to substantially comply with all of these requirements, we may not be able to respond to your notice.       

You should consult your legal advisor before filing a Notification of Claimed Infringement. Please note that you may be liable for damages if you make a false claim of copyright infringement. Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material is infringing may be subject to liability.

 

B.  COUNTER NOTIFICATION OF COPYRIGHT INFRINGEMENT:    

If you believe material was removed in error, you may send a Counter Notification to our Designated Copyright Agent at the e-mail address provided below.

To file a Counter Notification with us, you must send us an e-mail that sets forth the items specified below:           

• Identify the specific file or URL of material that we have removed or to which we have disabled access.

• Provide your full name, address, telephone number, and e-mail address.

• Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, and that you will accept service of process from the person who the provided notification of claimed infringement to which your notice relates or an agent of such person.

• Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."

• Sign the notice. If you are providing notice by e-mail, an electronic signature or scanned physical signature will be accepted.

If we receive a Counter Notification from you, we may forward it to the party who submitted the original Notification of Claimed Infringement. The Counter Notification we forward may include some of your personal information, such as your name and contact information. By submitting a Counter Notification, you consent to ​​​having your information revealed in this way.  We will not forward the Counter Notification to any party other than the original claimant unless required or expressly permitted to do so by law.

After we send out the Counter Notification, the original claimant must respond to us within 10 business days stating that the original claimant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on our Site.

We suggest that you consult your legal advisor before filing a Counter Notification of Copyright Infringement. Please note that you may be liable for damages if you make a false claim. Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability.

Please note that we may not be able to contact you if we receive a Notification of Copyright Infringement about material you posted online. In accordance with our Terms of Service, we reserve the right to remove any content posted on our Site at any time at our sole discretion.

 

21.  ELIGIBILITY

Without limiting the foregoing, the Services is not available where it is illegal to use, and PrimeAlpha reserves the right to refuse and/or cancel the provision of the Services to anyone at its own discretion. Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Service. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.

 

22.  AIFMD

If you are a European investor or allocator, by virtue of signing-up for the PrimeAlpha platform you are agreeing that you are making an approach to the funds on the system which is considered a direct solicitation of the manager as defined by AIFMD regulation. If you do not agree to this classification, you should not use the site or services. 

 

23.  WAIVER

The failure of PrimeAlpha to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by PrimeAlpha.

 

24.  SEVERABILITY

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

 

25.  ASSIGNMENT

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PrimeAlpha without restriction. Any assignment attempted in violation of this Terms shall be void.

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26.  CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with PrimeAlpha or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; and (c) promotional information and materials regarding PrimeAlpha's products and services.  Due to the nature of the Services, we are required to send you certain notifications regarding our Services. To completely unsubscribe you will need to deactivate your account by emailing info@primealpha.com. 

Notices emailed to you will be considered given and received when the email is sent.  If you don't consent to receive notices (other than promotional materials) electronically, you must stop using the Services.

 

27.  CONTENT STORAGE

The Services are provided from the United States.  By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States.  However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.  

 

28. FEES

PrimeAlpha offers both free and paid Services.  If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service.  We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements).  You will pay the Fees in the currency PrimeAlpha quoted at the time of purchase.  PrimeAlpha reserves the right to change the eligible currencies at any time.

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PrimeAlpha reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. ​ After the offer period ends, your use of the Service will be charged at the then-current Fee(s).  If you don't agree to these changes, you must stop using the Service and cancel via email to info@primealpha.com (with cancellation confirmation from a PrimeAlpha representative).  If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued. 

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If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period.  We will charge your credit card on file with us on the first day of the renewal of the subscription period.

 

29. BILLING/PAYMENT 

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information).  You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose.  We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis.  To the extent PrimeAlpha has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts.  If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term.  You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

 

30. SUBSCRIPTION PERIOD

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

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A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel your Monthly Subscription Plan at least thirty (30) days prior to the renewal date.  You will be billed on or about the same day each month until such time that you cancel. Be aware that you are committing to a one-year plan.

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An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel.  Note that under the Annual Subscription Plan you will not be permitted to cancel or downgrade the PrimeAlpha Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan.

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If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time.  If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

 

31. PRIMEALPHA SUBSCRIPTION SPECIFIC TERMS

If you are purchasing a PrimeAlpha subscription plan, the following additional terms apply to you:

You:  (a) are required to have a PrimeAlpha account for each user, (b) will only receive the features and functionality that are included in the specific subscription plan that you have purchased, (c) are responsible for setting your configurations of the PrimeAlpha Service, and (d) are responsible for managing any of your devices and/or any systems that you use to access the PrimeAlpha Service.

 

32.    TRAINING OR CONSULTING SERVICES

A.  Consulting Services. In the event you order any professional, educational, operational or technical services (collectively, “Consulting Services"), the nature, details and duration of the Consulting Services will further described in the datasheet or statement of work which is referenced.  

 

B.  Deliverables and PrimeAlpha Tools. PrimeAlpha will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided to you as part of the Consulting Services (each, a “Deliverable”)  (excluding any of your Confidential Information), and related intellectual property rights.  Subject to these Terms, PrimeAlpha grants you a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for your authorized use of the PrimeAlpha Service during your subscription term.  Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“PrimeAlpha Tools”) used by PrimeAlpha to develop the Deliverables and to the extent such PrimeAlpha Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to you on the same terms as the Deliverables.

 

C.  Consulting Services Warranty. In regard to Consulting Services only, PrimeAlpha warrants that: (a) it and each of its employees, consultants and subcontractors, if any, have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Consulting Services in accordance with the applicable datasheet or statement of work; and (b) the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable datasheet or statement of work. You acknowledge that PrimeAlpha’s ability to successfully perform the Consulting Services is dependent upon your provision of timely information, access to resources, and participation as outlined in the applicable Consulting Services.  If through no fault or delay of you the Consulting Services do not conform to the foregoing warranty, and you notify PrimeAlpha within seven (7) calendar days of PrimeAlpha’s delivery of the Consulting Services, PrimeAlpha will re-perform the non-conforming portion(s) of the Consulting Services at no additional cost to you. 

 

33.  ENTIRE AGREEMENT

These Terms of Use, along with the Privacy Policy and the End User License Agreement represents the entire agreement between you and PrimeAlpha relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms of Use, Privacy Policy, and/or the End User License Agreement by PrimeAlpha.