General Terms & Conditions of Service

These General Terms & Conditions of Service (“Agreement”) govern the relationship between End User (the corporation, business, other entity or natural person in whose name the Solution has been ordered) and Primer Archives LLC. This Agreement may also be supplemented by special conditions. By purchasing and using any part of the Solution or any product or service of Primer Archives LLC, End User agrees to be bound by the terms hereof:

1. License Grant: Upon receipt of the license fee and subject to the terms of this Agreement (including, without limitation the restrictions set forth below), Primer Archives LLC hereby grants End User a limited, non-exclusive, non-transferable, non-sublicenseable license to the Solution, delivered to End User solely to use the Solution with a single End User database for use with the processing of data by End User for the internal business purposes of End User. 

2. Certain Restrictions on Use: Except as expressly permitted above, End User shall not, and shall not permit any third party to:

(a) modify or create any derivative work of any part of the Solution, 

(b) permit any third parties to use the Solution or any component thereof (other than employees or agents of End User who use the Solution for the purpose set forth above), absent a separate license from Primer Archives LLC to such third party;

(c) rent, lease, or loan the Solution;

(d) use the Solution for third-party training, commercial time-sharing or service bureau use;

(e) use the Solution to develop any competitive software to the Solution;

(f) alter, remove, or obscure any copyright, trademark, or other proprietary notices on the Solution;

(g) disassemble, decompile or reverse engineer the executable version of the Solution or otherwise attempt to gain access to the source code of the Solution;

(h) sell, license, sublicense, publish, display, distribute, assign, or otherwise transfer to a third party the Solution, any copy thereof, or any rights thereto, in whole or in part, without Primer Archives LLC’s prior written consent; and

(i) except as permitted herein, copy the Solution, except for installing and loading the Solution into computer memory for the purpose of executing the Solution.

3. Ownership: The Solution and any releases or updates to the Solution, if any, the complete source code and object code, and all permitted copies are and shall remain the sole and exclusive property of Primer Archives LLC.  Primer Archives LLC shall retain all rights, title and interest in any and all trade secrets, copyrights, trademarks, trade names or other intellectual property rights in the Solution. 

4. Service Use: Upon receipt of the service fee and subject to the terms of this Agreement (including, without limitation the restrictions set forth below), Primer Archives LLC hereby grants End User a limited, non-exclusive, non-transferable, non-sublicenseable user connection to the Service, delivered to End User.

a. Recurring monthly charge: User agrees to authorize Primer Archives LLC to charge its credit card on file through its credit card processing company each month for the Service. Client may increase or decrease number of Users at any time and the change in Service will go into effect during the next billing cycle. Primer Archives LLC may increase or decrease pricing at any time and will provide 30 days notice prior to implementing price changes. User agrees to accept price changes, unless otherwise noted in writing by terminating this agreement or modifying the number of Users of Service as allowed by Primer Archives LLC.

b. Before purchase: Prior to using the services, End User shall ensure that the services that it intends to order are appropriate for its requirements and for its intended use. Primer Archives LLC accepts no liability resulting from any errors on the part of the End User.  

c. Service support During the period this Agreement is in effect, Primer Archives LLC may provide End User with documentation and limited technical support regarding the use of the Service.  The amount and level of support and documentation, if any, will be set forth by Primer Archives LLC either by direct email or on its web site.  Such support may cover general questions regarding: use of the Service, the documentation (if any), run-time problems, and troubleshooting of the Service. Notwithstanding the foregoing, Primer Archives LLC shall have no obligation to provide End User any support, documentation, or downloads but may do so from time to time, at its sole and exclusive discretion and may charge a fee for such support and documentation.

c. Users: For each paid user, may install a copy of the Solution on multiple computers owned or controlled by End User for use of service by one such single user solely for End User’s internal business purposes. One user means one individual. Service may only be used by each user per month if paid in full each month prior to beginning of service. A user is defined as an individual person accessing the database and cannot be shared. Additional users may be added or subtracted on a month to month basis. Users may be requested at any time by email and billing will be adjusted accordingly. New users will be given a security setting of 1.1 by default unless otherwise requested.

5. Indemnification: End User agrees to defend, indemnify and hold harmless Primer Archives LLC and its employees, representatives, officers, managers, affiliates, and agents, from and against all liabilities, claims, costs, damages, expenses, suits, actions, or other proceedings, including reasonable attorneys’ fees, that arise out of or relate to End User’s use or misuse of the Solution, End User’s use or attempted use of any equipment, or service connected to the use of the Solution, any viruses or other harmful components resulting from its use of the Solution; its breach of the terms and conditions of this Agreement;; any claim that the use of Primer by you infringes any intellectual property right of any third party, any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; and, any deletions, additions, insertions or alterations to the Solution by End User or a third party using End User’s computers or network; any misrepresentation or breach of misrepresentation or warranty made by End User contained herein. Primer Archives LLC reserve the right (but not the obligation), at End User’s sole cost and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by End User, in which event End User will cooperate with Primer Archives LLC in asserting any available defenses.  End User acknowledges and agree that this indemnification includes reasonable attorneys’ fees incurred by Primer Archives LLC in seeking to enforce this indemnification against End User by reason of End User’s failure to indemnify Primer Archives LLC pursuant to this provision.

6. Termination: Either party to this Agreement shall have the right to terminate this Agreement at any time. End User may terminate use of the Service by written (including email) notice, and termination will be effective at the end of the monthly cycle that includes the date of termination notice. Primer Archives LLC may terminate the Agreement and Service for any reason, including but not limited to: (i) the other party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after receiving written notice of such default from the other party; or (ii) the other party terminates or suspends its business, or has wound up or liquidated, voluntarily or otherwise.  The rights and obligations of Primer Archives LLC and End User shall survive termination of this Agreement.  Nothing contained herein shall limit any other remedies that Primer Archives LLC or its licensors may have for the default of End User under this Agreement nor relieve End User of any of its obligations incurred prior to such termination.  

7. Governing Law: This Agreement shall be construed and controlled by the laws of the State of Tennessee without giving effect to conflicts of law principles thereof.  End User agrees to submit to the personal jurisdiction of the state and federal courts located in Davidson County in the State of Tennessee with respect to any legal proceedings that may arise in connection with the Primer Archives LLC or from a dispute as to the interpretation or breach of this Agreement.

8. Miscellaneous: End User acknowledges and agrees that Primer Archives LLC has the right to change the technical specifications of any aspect of the Service at any time. The failure of Primer Archives LLC to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. 

9. Severability: If any provision of these Terms and Conditions of Service is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and Conditions of Service will remain in force.

10. Entire Agreement: These Terms and Conditions of Service and any other terms and conditions of service provided by Primer Archives LLC and its successors constitute the entire agreement between you and Primer Archives LLC and govern your use of the Service. It supersedes any other agreement, written or oral.