Terms and Conditions

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1. Agreement of Terms

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Primacy ICT Solutions, referred to as “Primacy,” “we,” “us,” or “our”), concerning your access to and use of the Primacy ICT Solutions website or platform (collectively, the “Site”). By accessing the Site, you acknowledge that you have read, understood, and agreed to be bound by all these Terms of Service. If you do not agree with all these Terms of Service, you are expressly prohibited from using the Site and must discontinue use immediately.

Supplemental terms and conditions or documents posted on the Site from time to time are expressly incorporated herein by reference. We reserve the right to make changes or modifications to these Terms of Service at our sole discretion. You will be subject to, and deemed to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.

2. Definitions

  • The “Agreement” refers to these Terms of Service, our Privacy Policy, and all other operating rules, policies, and procedures published periodically on the Website.
  • “Primacy,” “we,” and “us” refer to Primacy ICT Solutions, including affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  • The “Service” refers to the Website and online solutions provided by Primacy ICT Solutions.
  • “User,” “you,” and “your” refer to the individual, company, or organization using the Website or Service.
  • “Authorized Users” refer to Users and Primacy ICT Solutions personnel authorized to access the Service.
  • A “Subscription” is an online order for the Service completed and submitted through the Website or another written agreement accepted by both you and Primacy ICT Solutions.
  • The “Subscription Date” refers to the date of online order submission or agreement acceptance.

3. Description

Primacy ICT Solutions aims to transform ICT development by analyzing data across the stack to quantify the craft of development. Features and functionality are as described on our Website on the Subscription Date and may change periodically. By using the Service, you represent that you have the capacity and authority to enter into this agreement and consent on behalf of yourself and/or as an authorized representative of your company to be bound by this agreement.

4. Intellectual Property Rights

Unless indicated otherwise, the Site and its Content are our proprietary property, protected by copyright and trademark laws. No part of the Site, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, sold, or exploited for any commercial purpose without our express written permission.

You are granted a limited license to access and use the Site and to download or print Content solely for personal, non-commercial use. All rights not expressly granted are reserved.

5. Acceptable Use

5.1 Compliance with Laws and Regulations

You agree to use the Service for proper and legal purposes, conforming to this Agreement and applicable laws.

5.2 Conduct Restrictions

You will not interfere with the system integrity, compromise security, decipher transmissions, or engage in actions imposing an unreasonable load on Primacy ICT Solutions’ infrastructure. Prohibited activities include knowingly uploading invalid data, enabling unauthorized access, modifying the Service, reverse engineering, or engaging in actions not expressly authorized.

Violations may result in immediate suspension of use.

6. Payment

Pricing: Fees for the Service are based on pricing published at the Website as of the Subscription Date and may adjust for inflation. Pricing may be based on user count, synchronized repositories, workflows, and data retention duration.

Authorization for Payment: By using the Service, you authorize Primacy ICT Solutions to charge using the designated payment method.

Responsibility for Payment: You are responsible for timely payment of all Fees. Failure to pay may result in immediate suspension of use.

Missed Payments: Unpaid amounts will bear interest, and you will reimburse Primacy ICT Solutions for collection costs.

Pricing Changes: Primacy ICT Solutions will notify you in advance of Fee changes for Renewal Periods. Failure to agree to changes requires notice of non-renewal.

Cancellation and Termination

7.1 Account Cancellation

It is your responsibility to properly cancel your account. You can cancel your account at any time through your account settings.

7.2 Upon Cancellation

Rights granted with respect to the Service and Technology terminate on the effective date of termination. You agree to return Confidential Information and pay any amounts due through termination. Certain obligations survive termination.

7.3 Primacy ICT Solutions May Terminate

Primacy ICT Solutions may terminate this Agreement immediately for breach, to comply with laws, or for default in payment.

These Terms of Service constitute the entire agreement between you and Primacy ICT Solutions regarding your use of the Service, superseding any prior agreements.

8. Service Commitment and Support

Excluding scheduled maintenance windows, Primacy ICT Solutions will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed “available” so long as Authorized Users can log in to the Service interface and access data.

If you are under a Paying Plan, Primacy ICT Solutions will provide in-product and email support (“Support”). Although no response times are guaranteed, Primacy ICT Solutions will use commercially reasonable efforts to respond to support requests within 48 hours. Primacy ICT Solutions may delegate the performance of certain portions of the Support to third parties but will remain responsible to you for delivery. In the event any Support is not performed with reasonable skill, care, and diligence, Primacy ICT Solutions will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.

Subject to this Agreement, Primacy ICT Solutions will make the Service available to you and Authorized Users during the Service Period. Primacy ICT Solutions grants you, during the Service Period, a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website, and to access and use Primacy ICT Solutions’s technical and operations documentation and Agents (as defined in Section 9) in support solely for your internal business use.

You acknowledge that your and each Authorized User’s access and use of the Service are subject to Primacy ICT Solutions’s Privacy Policy incorporated into this Agreement by reference. Primacy ICT Solutions may delegate the performance of certain portions of the Service to third parties but will remain responsible to you for delivery. Primacy ICT Solutions may, at its discretion, modify, enhance, or otherwise change the Service.

8. Agents; Third-Party Content

Primacy ICT Solutions will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion to support your access and use of the Service (collectively, “Agents”). You acknowledge and agree that:

  • The Agents may only be used on systems owned, leased, or primarily operated by you.
  • The Agents are made available solely to support access and use of the Service, and Primacy ICT Solutions has no liability with respect to any other uses of the Agents.
  • Certain Agents may include third-party content subject to open source license terms that may expand or limit your rights to use such content.

You agree to review any electronic documentation that accompanies the Agents or is identified in a link provided to you to determine which portions of the Agents are open source and are licensed under open source license terms. To the extent any such license terms require that Primacy ICT Solutions provide you the rights to copy, modify, distribute, or otherwise use any open source Primacy ICT Solutions in the Agents that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license terms will take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source Primacy ICT Solutions. You acknowledge and agree that all third-party content is governed by its respective terms, and Impiger Technologies has no liability with respect to third-party content under this Agreement.

9. Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions and warrant that any Submissions are original with you or that you have the right to submit them. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

10. Site Management

We reserve the right, but not the obligation, to:

  1. Monitor the Site for violations of these Terms of Use.
  2. Take appropriate legal action against anyone who violates the law or these Terms of Use, including reporting such user to law enforcement authorities.
  3. Refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof.
  4. Remove from the Site or disable all files and content that are excessive in size or burdensome to our systems.
  5. Otherwise manage the Site to protect our rights and property and facilitate the proper functioning of the Site and the Marketplace Offerings.

11. Customer Data

11.1 Ownership of Data

You retain ownership, right, and responsibility for all Customer Data. Customer Data is any text, audio, video, images, or other content that you and/or any Authorized User run on or through the Service, subject only to the limited rights expressly granted in this Agreement and intellectual property rights. You are solely responsible, and Primacy ICT Solutions assumes no liability for Customer Data posted, sent, or otherwise made available over or through the Service.

11.2 License Grant to Primacy ICT Solutions

In order to provide and support the Service, you grant Primacy ICT Solutions a worldwide, non-exclusive, royalty-free license during the Service Period to use, reproduce, distribute, transmit, perform, display, store, and archive Customer Data. This includes using Customer Data to refine, supplement, or test Primacy ICT Solutions’ product and Service offerings and including aggregated and anonymized data in publicly available reports, analyses, and promotional materials. Primacy ICT Solutions may retain anonymized, non-attributable data following any termination of this Agreement for the purposes mentioned. Primacy ICT Solutions may also list you as a customer and use your name and logo during the Service Period.

12. Privacy Policy

By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use.

13. Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make it available. Prohibited activities include, but are not limited to:

  1. Systematically retrieving data without permission.
  2. Tricking, defrauding, or misleading us or other users.
  3. Interfering with security features.
  4. Uploading viruses or other harmful material.
  5. Engaging in unauthorized framing or linking to the Site.
  6. Harassing, abusing, or threatening our employees or agents.
  7. Deleting copyright notices or proprietary rights.
  8. Using automated systems without permission.
  9. Engaging in any activity inconsistent with applicable laws or regulations.
  10. Any other activities deemed inappropriate by us.

13. Nonuse and Nondisclosure of Confidential Information

13.1 Confidentiality

Confidential Information includes proprietary or confidential information of the Discloser or information the Discloser is obligated to keep confidential. The Recipient agrees to protect Confidential Information to the same extent it protects its own and use it solely for the purposes for which it was provided.

This section will not prohibit:

  1. Use or disclosure necessary for the Recipient’s performance of its obligations.
  2. Use or disclosure required by applicable law.
  3. Use or disclosure with the Discloser’s consent.

In case of a breach

14. Customer Data

14.1 Ownership of Data

  • User Ownership: Users retain ownership of all content they run through the service.
  • Responsibility: Users are solely responsible for the data that users or third parties post, send, or make available through the service.

14.2 License Grant to Impiger Technologies

  • Grant of License: Users grant Impiger Technologies a license to use, reproduce, and distribute customer data during the service period.
  • Permitted Uses: Impiger can use customer data for refining its products, creating reports, and promotional materials.

15. Intellectual Property

  • Definition: “Technology” includes all materials, designs, products, and technology used by Impiger Technologies.
  • Ownership: Impiger Technologies owns all rights, title, and interest in the service and technology.
  • Limited Rights: Users have limited rights to access and use the service, and no ownership rights are transferred.

16. Limitations of Liability

  • Disclaimer: Impiger Technologies disclaims liability for various situations, including damages arising from the use of the service, unauthorized access, or errors in data.
  • Limitation: Liability is limited, and certain situations may not be covered, such as failures to comply with confidentiality obligations.

17. Representation and Indemnities

  • User Representations: Users represent that they have the authority to enter into the agreement and comply with laws.
  • Indemnification: Both parties indemnify each other against claims arising from the other party’s actions or breach.

18. Miscellaneous

  • Non-Assignability: Impiger Technologies can assign the agreement; users cannot.
  • Governing Law: The agreement is governed by U.S. federal laws and the laws of California.
  • Communications: Notices can be sent electronically. Users agree to receive electronic communications.
  • Severability: If part of the agreement is invalid, the rest remains in force.
  • Complete Agreement: The terms, along with the privacy policy, constitute the complete agreement, superseding prior agreements.