Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Primagery AI (“Primagery,” “we,” “us”) governing access to and use of our websites, software, portals, APIs, progressive web applications (“PWAs”), and related professional services (collectively, the “Services”).

Important: If you enter a signed statement of work, order form, master services agreement, or similar document (“Client Agreement”), that Client Agreement controls for the specific engagement where it conflicts with these Terms. These Terms still apply to platform access unless the Client Agreement expressly overrides them.

By creating an account, installing the PWA, clicking “I agree,” or using the Services, you accept these Terms and our Privacy Policy, Cookie Policy, and Acceptable Use Policy (incorporated by reference).

1. Definitions

• Client / Customer: the organization contracting for Services
• Client Data: data submitted to the Services by or on behalf of a Client
• Command Center: internal operator interface at app.primagery.com for Primagery staff and authorized partners
• Client Portal: client-facing workspace for documents, messages, onboarding, and project visibility
• Deliverables: work product specified in a Client Agreement
• User: any individual accessing the Services under an account

2. Eligibility and authority

• You must be at least 18 years old (or the age of majority in your jurisdiction).
• Services are for business use unless otherwise agreed in writing.
• If you register on behalf of an organization, you represent that you have authority to bind that organization.
• Access is invite-only. Primagery may refuse or revoke access at its discretion for security, legal, or business reasons.

3. Description of Services

Primagery provides, among other things:

• Business systems consulting, automation, and operational design
• Web presence, marketing technology, and hospitality/guest-experience systems
• Client Portal software for document exchange, onboarding, messaging, and approvals
• Command Center tools for project delivery, security monitoring, and internal operations
• AI-assisted internal tools (where enabled) subject to human oversight requirements
• API and MCP integrations for authorized automation (subject to separate credentials policy)

Features may change over time. Beta or preview features are provided as-is and may be modified or discontinued without notice.

4. Accounts, credentials, and roles

4.1 Registration and security

• Provide accurate registration information and keep it current.
• Maintain confidentiality of passwords and API keys.
• Notify us promptly of unauthorized access.
• You are responsible for all activity under your credentials.

4.2 Role types

• Operators: Primagery staff with permissions defined in the Command Center
• Client users: individuals authorized by a Client organization for portal access
• Partners: third parties granted limited access under agreement

4.3 Staff email policy

Command Center operator accounts generally require an authorized @primagery.com email or explicit written exception. Shared or generic inboxes are discouraged for privileged roles.

5. Progressive Web App (PWA) terms

• Installing the PWA creates a local shortcut and may cache assets via service workers for offline or faster loading — see Cookie Policy.
• The PWA is not distributed through Apple App Store or Google Play; platform-specific store rules do not apply, but these Terms and applicable law still do.
• Push notifications (if enabled) require device permission and may be discontinued.
• Uninstalling the PWA or clearing browser data may remove cached content and require re-authentication.
• Separate manifests may exist for Command Center vs Client Portal to ensure correct post-install login routing.

6. License grant and restrictions

Subject to these Terms and payment of applicable fees, Primagery grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription or engagement term.

You may not (and may not permit others to):

• Copy, modify, or create derivative works of the platform except as permitted by law
• Reverse engineer, decompile, or extract source code except where legally permitted
• Sublicense, resell, or offer the Services as a standalone product to third parties
• Circumvent security, rate limits, or access controls
• Use the Services in violation of the Acceptable Use Policy or applicable law
• Remove proprietary notices or misrepresent affiliation with Primagery

7. Client Data, documents, and DPA

7.1 Ownership

Clients retain ownership of Client Data. Primagery retains ownership of the platform, templates, pre-existing IP, and aggregated/anonymized usage insights that do not identify Client Data.

7.2 Client responsibilities

• Lawful collection and upload of Client Data (consents, notices, minimum necessary)
• Accuracy of information provided to Primagery
• Managing authorized users and offboarding employees
• Backup of critical data where required by Client Agreement
• Not uploading malware, unlawful content, or third-party data without rights

7.3 Primagery as processor

For Client Data, Primagery acts as processor/service provider as described in our Data Processing Addendum, incorporated by reference for clients subject to GDPR or similar laws.

7.4 Document vault

Document storage may require explicit production configuration. When disabled, upload endpoints return unavailable responses. Download access is scoped by role and client tenancy. Primagery may scan or hash files for security (malware, integrity) without using content for unrelated purposes.

8. Electronic signatures and acknowledgments

The portal may capture electronic acknowledgments via typed legal name, timestamp, IP metadata, and document version reference. These are intended to record agreement to specified terms, SOWs, or checklists under the U.S. ESIGN Act and Uniform Electronic Transactions Act (UETA) where applicable.

Limitations: Not all documents may be signed electronically (e.g., certain real property transfers, wills, some government filings). High-value or regulated transactions may require wet ink, notarization, or qualified electronic signatures (eIDAS QES in the EU). Clients must assess enforceability with counsel.

9. AI and automation

• AI outputs may be wrong, incomplete, or biased — human review is mandatory for material decisions.
• Do not rely on AI for legal, tax, medical, or compliance advice without professional review.
• Clients must not input unlawful content or attempt to extract training data from models.
• Primagery may log AI tool usage for security and quality within retention limits.
• EU AI Act transparency obligations apply where relevant; we document human oversight for operator tools.

10. Third-party services and integrations

Services may integrate with Vercel, Neon, Resend, Stripe, AI providers, analytics, and client-selected tools. Third-party terms and privacy policies apply to those services. Primagery is not liable for third-party outages beyond our reasonable integration duties.

11. Fees, billing, and taxes

• Fees are specified in Client Agreements or published pricing.
• Unless stated otherwise, invoices are due net 15 days from invoice date.
• Late payment may result in suspension after notice.
• Fees are non-refundable except as stated in writing or required by law.
• You are responsible for taxes except on Primagery's net income.
• Disputed charges must be reported within 30 days of invoice.

12. Support and service levels

Support channels and response targets (if any) are defined in Client Agreements. Unless explicitly guaranteed in writing, we do not commit to specific uptime SLAs in these Terms. Scheduled maintenance may occur with reasonable notice when practicable.

13. Confidentiality

Each party will protect the other's confidential information using reasonable care (not less than care for its own confidential information) and use it only to perform under the agreement. Exclusions: public domain, independently developed, rightfully received from third parties, or required by law (with notice where permitted). NDAs in Client Agreements supplement this section.

14. Intellectual property

14.1 Primagery IP

Platform code, UI, workflows, playbooks, methodologies, trademarks, and documentation remain Primagery property or its licensors.

14.2 Deliverables

Upon full payment, ownership or license to Deliverables is as specified in the Client Agreement. Unless assigned, Primagery grants a perpetual license to use Deliverables for Client's internal business.

14.3 Feedback

Suggestions or feedback may be used without restriction or compensation.

14.4 Open source

Open-source components are subject to their respective licenses, which prevail for those components.

15. Publicity

Unless you opt out in writing, Primagery may identify you as a client and use non-confidential project descriptions in portfolios, proposals, and marketing. We will not disclose confidential Client Data or trade secrets without approval.

16. Acceptable use

Use must comply with our Acceptable Use Policy. Violations may result in immediate suspension.

17. Export and sanctions

You represent that you are not located in, under control of, or a national of any country subject to U.S. embargo or on any U.S. government restricted-party list. You will not use Services in violation of export control or sanctions laws.

18. U.S. government use

Services are commercial computer software. U.S. government end users acquire Services with only those rights set forth in these Terms and applicable federal acquisition regulations.

19. Disclaimers

THE SERVICES AND DELIVERABLES (EXCEPT WHERE EXPRESSLY WARRANTED IN A SIGNED CLIENT AGREEMENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMAGERY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION, OR THAT DEFECTS WILL BE CORRECTED.

CONSULTING AND AI OUTPUTS ARE INFORMATIONAL ONLY — NOT LEGAL, FINANCIAL, ACCOUNTING, MEDICAL, OR COMPLIANCE ADVICE.

20. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMAGERY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES IN ANY TWELVE-MONTH PERIOD IS LIMITED TO THE GREATER OF (A) AMOUNTS YOU PAID PRIMAGERY FOR THE SERVICES IN THAT PERIOD OR (B) USD $500, EXCEPT WHERE LIABILITY CANNOT BE LIMITED BY LAW (E.G., GROSS NEGLIGENCE, FRAUD, OR PERSONAL INJURY WHERE PROHIBITED).

Multiple claims do not expand this cap. Client Agreements may specify different liability caps for specific engagements.

21. Indemnification

You will defend, indemnify, and hold harmless Primagery from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Client Data or content you submit; (b) your violation of these Terms or law; (c) your products/services or relationship with your customers; (d) dispute between you and your users. Primagery will promptly notify you and cooperate in defense at your expense.

22. Suspension and termination

• Either party may terminate per Client Agreement or by closing accounts as provided.
• We may suspend immediately for security incidents, AUP violations, or legal requirements.
• Upon termination, access ceases; Client Data export/deletion follows DPA and Client Agreement.
• Accrued fees, confidentiality, IP, disclaimers, liability limits, indemnity, and dispute sections survive.

23. Dispute resolution

23.1 Informal resolution

Before filing a claim, contact info@primagery.com and allow 30 days for good-faith negotiation.

23.2 Governing law and venue

These Terms are governed by the laws of the State of Missouri, USA, without regard to conflict-of-law principles. Exclusive jurisdiction and venue for disputes not subject to arbitration (if added in Client Agreement) lie in state or federal courts in Greene County, Missouri, and each party consents to personal jurisdiction there.

23.3 Class actions

TO THE EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

24. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control (natural disasters, war, terrorism, labor disputes, internet or utility failures, government actions, pandemic, or third-party provider outages), provided reasonable efforts to resume performance.

25. Assignment

You may not assign these Terms without Primagery's prior written consent. Primagery may assign to an affiliate or in connection with a merger or sale of assets with notice.

26. Notices

Legal notices to Primagery: info@primagery.com. We may provide notice via email to your account address or in-app notification.

27. Severability and entire agreement

If any provision is unenforceable, the remainder stays in effect. These Terms, Privacy Policy, Cookie Policy, AUP, DPA (where applicable), and Client Agreements constitute the entire agreement regarding the Services unless superseded in writing.

28. Changes

We may modify these Terms by posting updated Terms with a new date. Material changes to processing of Client Data will be communicated per DPA. Continued use after the effective date constitutes acceptance where permitted.

29. Contact

Primagery AI · Springfield, Missouri, USA
info@primagery.com