Terms and Conditions

Updated: July 1, 2014

Thank you for visiting Primal.com. Please read the terms and conditions of use (the "Terms of Use") set forth below carefully as they contain the legal terms that govern your use of any website, including without limitation, Primal.com (the "Site"), web pages, software, services, and products, operated or provided by Primal Fusion Inc. ("Primal"). Without limitation, the Site, as well as any web pages, software, services, and products operated or provided by Primal are collectively referred to as the "Services". These Terms of Use may be modified by Primal from time to time in its sole discretion, so please frequently return to the Terms of Use to review them. Your use of the Services means that you accept any and all changes. If you do not agree with any of the terms and conditions, you must discontinue using the Services.

1. Services

The Services are operated in Canada in the province of Ontario. Primal does not represent that content or materials presented on or through the Services are appropriate or available for use in other locations or jurisdictions. If you access the Services from a jurisdiction other than Canada, you agree that you do so on your own initiative, and are responsible for compliance with local laws.

1.1 Misuse: You may not misuse the Services. For example, do not interfere with Primal Services or try to access them using a method other than the interface and instructions provided by Primal. You may use the Services only as permitted by law, including applicable export and re-export control laws and regulations.

1.2 Termination: You agree that Primal may, in its sole discretion, immediately terminate your Primal account and access to the Services without prior notice. You agree that Primal shall not be liable to you nor any third party for any termination of your account or access to the Services. Without limiting the foregoing, Primal will terminate your use of the Services upon:

1.3 Modifications: Primal is constantly changing and improving the Services. Primal may add or remove functionalities or features, and may suspend or stop a Service altogether. You can stop using the Services at any time. Primal may also stop providing Services to you, or add or create new limits to the Services at any time.

1.4 System Outages: Primal periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Primal shall have no liability whatsoever for:

1.5 Usage Limitations: Primal may limit the number of network calls that your application may make, and/or the maximum file size, and/or the maximum content that may be accessed, or anything else about the Services and the content it accesses that Primal deems appropriate in its sole discretion. Primal may change such usage limits at any time and without notice to you. In addition to its other rights under these Terms, Primal may utilize technical measures to prevent overuse and/or stop usage of the API by an application after any usage limitations are exceeded.

1.6 Communications: In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of those communications by sending a message to support@primal.com.

2. User Accounts

2.1 Registration: In accordance with these Terms of Use, certain Services may require that you register as a member of the Services (a "Registered Member") and that you provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Primal will always be accurate, correct, and up to date.

2.2 Passwords: If you are a Registered Member, you are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify Primal of any unauthorized use of your password or account or any other breach of security. Primal cannot and will not be liable, directly or indirectly, for any loss or damage arising from your failure to comply with this section.

2.3 Age Restriction: The Services are intended for a general audience. However, children under the age of 13 years are not, without the consent from the child's parent or legal guardian, permitted to register as a Registered Member. Parental consent must be verified by an email from the parent to support@primal.com that explicitly grants such parental consent and provides a phone number at which the parent can be reached to validate such consent.

2.4 Primal Refund Policy: Our Disclaimer of Warranties, recited in Section 6 of our Terms of Use, applies to our Refund Policy. We make no explicit or implicit warranties. Our Limitation of Liability, recited in Section 7 of our Terms of Use, applies to our Refund Policy. We are not liable to you for any direct or indirect damages (direct or indirect) that result from the use of our Services.

Primal offers you several data plans, each with varying limits on the number of calls you can make to Primal’s API. Your purchase of a data plan is, barring circumstances deemed exigent by Primal, non-refundable. Because we disclaim warranties of any kind when we provide our Services and our Services are provided "as is," the quality of any goods or services (including the quality of content or data included within the scope of any purchased goods or services) we provide you cannot be the basis for any refund.

Further, your purchase of a plan provides you with the ability to make a certain number of calls within or the capacity to provision a predetermined number of individual user accounts for a predetermined period (e.g. until the end of the month). If, at the conclusion of this period, you have not made the number of calls or provisioned the number of accounts afforded to you by your plan, i.e. there is a balance of unused purchased calls or provisioned accounts, you shall not be entitled to a refund (prorated or otherwise) on that balance of unused purchased calls.

3. Permissions, Ownership and Licenses

3.1 Permissions: Subject to your compliance with the Terms of Use, Primal permits you to use and grants you access to the Services solely to develop, test, display, distribute, and execute your application; and to access and display in your application certain data provided to you by Primal. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the Services, including without limitation, source code and algorithms.

3.2 Ownership: As between you and Primal, Primal retains all right, title, and interest, including without limitation all intellectual property rights, in and to the Services and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations thereof or relating thereto unless otherwise provided. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights belonging to Primal will, unless otherwise provided, remain as such, whether or not specifically recognized or perfected under any applicable law. No patent or patent application to which Primal possesses an ownership interest is assigned, granted, conveyed, or licensed to you in the absence of a dedicated agreement provision laying out terms of that assignment, grant, conveyance or license. Patents and/or patent applications to which any transfer of rights occur must be explicitly recited in said agreement provision by patent grant number or patent application number. Transfer of Primal's technology in, or pursuant to, any exchange is not intended as, and shall not be construed as, an implicit assignment, grant, conveyance or license to any Patent or Patent application. Primal's technology may include but is not limited to all processes, methods formulae, source code, know-how, improvements, discoveries, developments, designs and techniques, other works of authorship owned, operated, distributed or authorized to be distributed by or through Primal worldwide.

3.3 Derivative Semantic Works: For the purpose of these Terms of Use: "Your Content" means any data that you transmit, distribute, submit, communicate, create, or store on or through the Services (including, without limitation, text, video, pictures, graphics, music, sound clips, likenesses, images, multimedia files, personal information, and other works of authorship). When you provide Your Content to the Services, you acknowledge and agree that there may be an integration, analysis, processing, arrangement, and/or organization of Your Content that results in data, content, or works (other than Your Content), such as text, video, pictures, graphics, music, sound clips, likenesses, images, multimedia files, personal information, and other works of authorship, data, information, arrangements, compilations, techniques, and metadata ("Derivative Semantic Works"). You acknowledge and agree that Primal shall own all right, title, and interest worldwide to all Derivative Semantic Works, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known or hereafter developed, to publish, display, perform, distribute, reproduce, digitize, transmit, translate, or modify a Derivative Semantic Work and any derivative works thereof, for all or any purposes. Data provided to you via Primal's API shall not be governed by this Section 3.3.

3.4 Primal Application Development: You understand and acknowledge that Primal may be independently creating applications, content, and other products or services that may be similar to or competitive with applications you may be developing and any content found therein, and nothing in these Terms of Use will be construed as restricting or preventing Primal from creating and fully exploiting such applications, content, and other items without any obligation to you. If you elect to provide us with any feedback, you hereby assign all right, title, and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement, and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, compensation, or other duty to account.

3.5 Trade and Service Mark Rights: All rights in the product names, company names, trade names, logos, and designs of Primal or third party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Primal or their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws, as applicable. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited.

3.6 Brand License: Subject to your compliance with these Terms of Use, Primal grants you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of Primal only where the output of your application or product is directly the result from or directly based on the Services. Where the output of your application or product is based on the Services, your application must explicitly recite the statement: "Powered by Primal®". Any other use of Primal’s trademarks shall be subject to Primal’s written consent. Further, by using the Services, you authorize Primal to use and publish your name and logo in its customer lists, lists of referrals for other customers (or potential customers), and in other promotional information, including, but not limited to press releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.

3.7 Third Party Licenses: Any content owned by a third party that is provided in the Services will be governed by the license and terms set forth by that third party. Further, Primal’s semantic data, as distinguished from its source code or algorithms, in some instances, may be offered under an open source license. In such instances, the terms of the open source license shall govern where applicable. Creative Commons Attribution-ShareAlike License 3.0 and Creative Commons Attribution 3.0 License are examples of open source licenses that may apply to some instances of semantic data generated by Primal.

4. Copyright and Privacy

4.1 Copyright: Primal respects the intellectual property of others and we ask our users to do the same. Pursuant to the (U.S.) Digital Millennium Copyright Act, 17 U.S.C. 512, Primal has designated an agent to receive notifications of alleged copyright infringement. Primal has designated the following agent:

Attention: Copyright Agent
Primal Inc.
7–258 King Street North
Waterloo, Ontario
N2J 2Y9 Canada
Phone: 519–741–1243
E-mail: ip@primal.com

If you wish to notify Primal of an alleged copyright infringement, or if you are the valid copyright owner to a logo or graphic image in use by Primal (whether submitted by you or a third party) in connection with the Services, you may contact Primal as set forth above and request that we remove such materials.

4.2 Privacy: Primal values the privacy of the users of our website. Please see Primal’s Privacy Policy, incorporated by reference herein, which explains how we treat and protect the information and data of those that use our Services.

5. Indemnity

You agree to indemnify and hold Primal, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these Terms of Use by you, other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and reasonable legal fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Services.

6. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PRIMAL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIMAL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT:

PRIMAL MAKES NO REPRESENTATIONS ABOUT THE CONTENT SOURCES AND THEIR USAGE CONDITIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRIMAL OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

7. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PRIMAL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, USER CONTENT, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PRIMAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, PRIMAL’S TOTAL LIABILITY TO YOU FOR ANY REASON (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THESE TERMS OF USE OR THE SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO PRIMAL PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

8. General

These Terms of Use and the Privacy Policy constitute the entire agreement between Primal and you pertaining to your use of the Services and, except as specifically set forth herein, supersede any prior agreements between you and Primal relating to the Services. In the event that one or more sections of these Terms of Use shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provision contained in these Terms of Use. Primal may assign these Terms of Use, in whole or in part, at any time. Primal’s failure to insist upon or enforce strict performance of any right or provision of the Terms of Use shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms of Use are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. You acknowledge that there is no relationship of any type created, including without limitation any agency or fiduciary relationship, as between you and Primal, by virtue of the submission by you of Your Content to the Services and Primal hereunder. These Terms of Use shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada as applicable. Each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, without regard to the conflicts of laws principles and to waive any objections based upon venue. The paragraph headings are for convenience only and are not part of the Terms of Use.