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PrimeAlpha Terms

Our terms have been updated.

Effective: August 21, 2026

 

These Terms govern consulting services (the "Services") provided by PrimeAlpha LLC ("Consultant," "we," or "us") to any individual or organization that engages our Services ("Client," "you"). By requesting a proposal, receiving a statement of work, making payment, or otherwise engaging our Services, you agree to be bound by these Terms in full.

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1. Confidentiality

Each party may share information that is confidential or proprietary ("Confidential Information"), including business, financial, technical, and client data. Each party agrees to: (a) use the other party's Confidential Information only for purposes of the engagement, (b) protect it with the same care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to third parties without the other party's prior written consent. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that must be disclosed by law. This section survives the end of the engagement.

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2. Compliance and Use of Materials

Consultant will not publish, distribute, or use any materials on Client's behalf without Client's prior written approval, which may be provided by email. Consultant operates as an embedded resource within Client's business: all materials will be sent and presented solely under Client's name, brand, and identity, and Consultant will not hold itself out to investors, prospects, or any third party as acting in its own name or capacity. Consultant will not identify itself as the source or sender of any Client-facing communications, except as Client may otherwise approve in writing.

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Consultant will maintain a shared data folder containing all working files, updated in real time and accessible to Client throughout the engagement; such access will continue for thirty (30) days following the end of the engagement. Client owns and retains all rights to any accounts related to Client's business created by Consultant in connection with the Services, such as Client's social media accounts (e.g., LinkedIn) and customer relationship management (CRM) software; Consultant's role with respect to such accounts is limited to managing them on Client's behalf during the engagement, and Consultant claims no ownership interest in them.

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3. Ownership of Deliverables

All materials, content, collateral, and other work product created for Client under this engagement ("Deliverables") are the sole and exclusive property of Client, are works made for hire, and to the extent not so deemed are hereby assigned to Client, in each case upon Consultant's receipt of Client's full payment of the monthly fee for the month in which such Deliverables were created. Pending such payment, Consultant retains ownership of such Deliverables, and no license to use them is granted to Client. Any investor database provided by Consultant to Client is furnished solely for Client's use in connection with this engagement; Client shall not sell, license, share, transfer, or otherwise make such database, or any portion of it, available to any third party.

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4. Warranty Disclaimer

Consultant provides the Services and any deliverables on an "as-is" basis. Consultant makes no guarantee of specific results, outcomes, or return on investment, and makes no warranties, express or implied, regarding the Services or any deliverables, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Client acknowledges that Consultant's recommendations are based on information available at the time and are not a guarantee of any particular business, financial, or operational outcome.

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5. Role of Consultant

Consultant is engaged solely to provide marketing, branding, content, and marketing lead-generation and communications support services, consisting of content, campaigns, and related activities designed to generate inbound investor interest. Consultant is not registered, and is not required to be registered, as a broker-dealer, investment adviser, or placement agent, and nothing in these Terms shall be construed as such. Consultant does not, and shall have no authority to: (a) offer, sell, or negotiate the purchase or sale of any security; (b) recommend or advise on the merits or value of any investment or security; (c) solicit prospective investors or make direct outreach to prospects on Client's behalf, except through the inbound marketing activities described above; (d) hold or have access to investor funds or securities, or effect or facilitate the settlement of any securities transaction; (e) negotiate the terms of any investment or subscription; or (f) receive any compensation, whether cash or otherwise, that is contingent upon, or calculated by reference to, the sale of securities, capital raised, or fund performance.

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Consultant may, from time to time and at its sole discretion, introduce Client to individuals or entities that Consultant knows personally or professionally who may have an interest in Client's offering. Any such introduction is made on an uncompensated, non-solicitation basis; Consultant will not be paid, and will not accept payment, in connection with any such introduction, whether contingent on a subsequent investment or otherwise. Consultant makes no representations regarding the suitability of any introduced party as an investor, and any resulting investment decision is solely between Client and the introduced party.

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6. Independent Contractor

Consultant is an independent contractor, and nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between Consultant and Client. Consultant has no authority to bind Client to any obligation, and Client has no authority to bind Consultant to any obligation, except as expressly set forth in a signed proposal or statement of work. Consultant is solely responsible for its own employees, subcontractors, taxes, and business expenses in connection with performing the Services.

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7. Indemnification

Client agrees to indemnify, defend, and hold harmless Consultant, its owners, employees, and subcontractors from any third-party claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of: (a) Client's use of the deliverables or Services, (b) information, data, or materials Client provides to Consultant, (c) Client's breach of these Terms, or (d) any claim brought by Client's investors, partners, or other third parties relating to the Services, marketing materials, or investor communications; (e) any content, material, or communication that Consultant published, distributed, or sent on Client's behalf where such content was reviewed and approved by Client prior to use, regardless of the accuracy, legality, or consequences of that content; (f) any communication sent, posted, or transmitted from an account, platform, or identity owned or controlled by Client; or (g) any act, omission, decision, or business conduct of Client, its officers, employees, or agents that Consultant did not direct, control, or have authority to prevent.

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Client acknowledges that Consultant acts solely as an embedded service provider under Client's name and brand, does not exercise independent judgment or control over Client's business decisions, and bears no responsibility for the consequences of decisions made by Client or actions taken by Client outside the scope of Consultant's direct performance of the Services.


Consultant shall have no liability to Client for any claim arising out of or relating to the engagement, except to the extent such claim arises from Consultant's gross negligence or willful misconduct, in which case Consultant's total liability arising from the engagement, for any and all such claims combined, will not exceed 50% of the total fees paid by Client to Consultant during the six (6) months preceding the claim. In no event will Consultant be liable for any indirect, incidental, consequential, or special damages, including lost profits or lost business, even if advised of the possibility of such damages.

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8. General

These Terms, together with any signed proposal or statement of work, form the entire agreement between the parties regarding the Services. If a signed proposal, statement of work, or other written agreement between the parties conflicts with these Terms, the signed written agreement controls. If any provision is found unenforceable, the remaining provisions stay in effect. These Terms are governed by the laws of Maryland, without regard to conflict-of-law rules. Any claim arising out of or relating to these Terms or the Services — whether brought by Client or on behalf of any third party — must be brought within six (6) months of the engagement's end, or is barred.

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9. Dispute Resolution

Before filing any lawsuit or claim against Consultant arising out of or relating to these Terms or the Services, Client agrees to first attempt to resolve the dispute through good-faith mediation. Mediation will take place in Maryland, with a mutually agreed mediator, and each party will bear its own costs unless otherwise agreed. Client may not commence litigation against Consultant until mediation has been attempted and has failed to resolve the dispute within 60 days. Any litigation arising out of or relating to these Terms or the Services that is not resolved through mediation shall be brought exclusively in the state or federal courts located in Maryland, and each party consents to the personal jurisdiction and venue of such courts and waives any objection to jurisdiction or venue, including on the basis of inconvenient forum.

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10. Contact

Questions about these Terms can be directed to info@primealpha.com.

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