This Terms of Service Agreement is a legal contract between you and Prime Innovative Technologies.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE IMPLEMENTING THE PRIME INNOVATIVE TECHNOLOGIES BUSINESS INTELLIGENCE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE.

THIS TERMS OF SERVICE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND PRIME INNOVATIVE TECHNOLOGIES GOVERNING YOUR USE OF ALL SOFTWARE LICENSED BY PRIME INNOVATIVE TECHNOLOGIES AND THE SERVICES OUTLINED IN THIS TERMS OF SERVICE AGREEMENT. PRIME INNOVATIVE TECHNOLOGIES IS UNWILLING TO LICENSE OR OTHERWISE AUTHORIZE YOUR USE OF THE SOFTWARE OR THE OTHER SERVICES PROVIDED HEREIN EXCEPT ON THE TERMS CONTAINED IN THIS AGREEMENT. YOUR USE OF THE SOFTWARE SHALL CONSTITUTE AN ACCEPTANCE BY YOU TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE AND/OR DISCONTINUE ALL USE OF THE SOFTWARE.

THIS AGREEMENT (WHICH INCLUDES ANY STATEMENT(S) OF WORK BETWEEN PARTIES AND THE SERVICE LEVEL AGREEMENT) SUPERSEDES ANY OTHER AGREEMENT REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF PRIME INNOVATIVE TECHNOLOGIES RELATING TO THE SUBJECT. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, EXCLUSIVE REMEDIES, AND LIMITATIONS ON LIABILITIES, ALL OF WHICH FORM AN ESSENTIAL BASIS OF THIS TERMS OF SERVICE AGREEMENT.

PRIME INNOVATIVE TECHNOLOGIES RESERVES THE RIGHT TO UPDATE THIS TERMS OF SERVICE AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. THE MOST CURRENT VERSION OF THIS AGREEMENT CAN BE REVIEWED BY CLICKING ON THE "TERMS OF SERVICE" HYPERTEXT LINK LOCATED ON OUR WEB PAGE.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party hereto. “Control” or “controls” and the formatives “controlling” and “controlled” mean the possession, directly or indirectly, of fifty percent (50%) or more of the equity interests of another entity or the power otherwise to direct or cause the direction of the management and policies of such other entity, whether through ownership of voting securities, by contract, or otherwise.

“Agreement”, “Terms of Service”, “Terms of Service Agreement” or “TOS” is this Terms of Service Agreement in its entirety. This includes any written amendments executed by both Parties or made via Additional Custom Development and any Statement(s) of Work and Service Level Agreement(s) incorporating these terms by reference.

“Client”, “you” and “your” is you the client.

“Consumer Price Index” or “CPI” is the Consumer Price Index for Urban Wage Earners and Clerical Workers, Calculated by the United States Department of Labor, Bureau of Labor Statistics, or any successor index thereto.

“Parties” is both Prime Innovative Technologies and you the Client.

“Prime Innovative Technologies Documentation” is the user manuals for Prime Innovative Technologies Software.

“Prime Innovative Technologies Parties” is Prime Innovative Technologies, its Affiliates, service providers, licensors and/or suppliers.

“Prime Innovative Technologies Software”, “PIT Software” or “Software” means the proprietary software developed and owned by PIT, including but not limited to the software platform known as Trion “Trion”. Trion is a proprietary application designed for business intelligence, analytics, and data management, encompassing its related updates, enhancements, upgrades, new versions, and replacements.
Additionally, PIT Software includes proprietary code, scripts, and configurations developed by PIT as part of custom solutions, such as Business Intelligence integrations, data pipelines, and automation workflows. Unless explicitly stated otherwise in the Statement of Work or another written agreement, all rights, title, and interest in such custom code and configurations remain with PIT.

“Prime Innovative Technologies Services”, “PIT Services” or “Services” refers to the professional services provided by PIT, including but not limited to the deployment, configuration, customization, and support of PIT Software, such as Trion. It also includes the development and implementation of bespoke solutions tailored to the Client's needs, such as the design and deployment of data warehouses, Business Intelligence solutions, data integrations, and automation workflows.
is the installation, implementation, configuration, maintenance and support of the Software as set forth herein.

“Prime Innovative Technologies”, “PrimeInnTech”, or “PIT” is Prime Innovative Technologies, LLC.

“Prime Innovative Technologies”, “PrimeInnTech”, or “PIT” is Prime Innovative Technologies, LLC.
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“Subscription” refers to the ongoing arrangement by which the Client pays a periodic fee for access to and use of PIT Services and Software, as well as for the provision of “Ongoing Support and Continuous Development Services”, as described in the applicable Agreement between PIT and the Client.

2. License for the Prime Innovative Technologies Services and Software.

• In general, subject to the terms and conditions of this Agreement, Prime Innovative Technologies shall install and configure the Software on a portioned portion of your network environment (the “Client Environment”) and provide certain support services. Use of the Software depends on your compliance with this Agreement. When accessing the Client Environment, Prime Innovative Technologies shall comply with any policies and procedures you provide in writing.
• Software License. Prime Innovative Technologies hereby grants to you, and you accept, a limited, nonexclusive license for you and your Affiliates to access and use the Software in object code form only, and the Prime Innovative Technologies Documentation, only as authorized in this Agreement. Such license includes the right to make a reasonable number of copies of the Software to facilitate use, storage, hardware and software platform migration, back-ups, testing, and disaster recovery.
• Section 365(n).All licenses and rights, including those to the Software granted under or pursuant to this Agreement by PIT to you and your Affiliates are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (“Bankruptcy Code”), licenses to rights to “intellectual property” as defined under the Bankruptcy Code. PIT acknowledges that if it, as a debtor-in-possession or a trustee in bankruptcy in a case under the Bankruptcy Code, rejects this Agreement, you may elect to retain its rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code. The Parties further agree that, in the event of the commencement of bankruptcy proceeding by or against PIT under the Bankruptcy Code, you shall be entitled to retain all of your rights under this Agreement. PIT agrees and acknowledges that enforcement by you of any rights under Section 365(n) of the Bankruptcy Code in connection with this Agreement shall not violate the automatic stay of Section 362 of the Bankruptcy Code and waives any right to object on such basis. Upon rejection of this Agreement by PIT or the bankruptcy trustee in a bankruptcy case under the Bankruptcy Code and written request of you to PIT or the bankruptcy trustee pursuant to Section 365(n) of the Bankruptcy Code, PIT or such bankruptcy trustee (i) shall provide you with any materials that are the subject of the rights and licenses described in this Section, and any intellectual property otherwise required to be provided to you under this Agreement that is held by PIT or such bankruptcy trustee; and (ii) shall not interfere with the rights of you provided in this Agreement to the materials that are the subject of the rights and licenses described in this section, including any right to obtain such materials.
• Limitation on use of Prime Innovative Technologies Services and Software. You agree:

• You are responsible for the evaluation, selection and for the results obtained from the Prime Innovative Technologies Software;
• you are responsible for complying with all rules and regulations relating to your use of the Prime Innovative Technologies Services;
• to use the Prime Innovative Technologies Services and the Software only for processing your business data and in accordance with the terms and conditions of this Agreement;
• to permit only authorized users, who possess rightfully obtained usernames and passcodes provided by Client, to use the Software or to view the Prime Innovative Technologies Documentation;
• not to make the Software, the Prime Innovative Technologies Documentation, or any username or passcode available to any third party (except to Affiliates), including, without limitation, in any form by rental, service bureau, hosting, time sharing arrangement, or demonstration of the Software to any third party;
• to use reasonable efforts to cooperate with and assist Prime Innovative Technologies in identifying and preventing any unauthorized use, copying, or disclosure of the Software, the Prime Innovative Technologies Documentation, or any portion thereof;
• not to reverse assemble, reverse compile, or otherwise translate any Software;
• not to use the Prime Innovative Technologies Services in any way that is unlawful;
• not to attempt to breach the security of the Prime Innovative Technologies Services or the Software;
• not to access or attempt to access data belonging to third parties;
• to ensure that anyone who uses the Software on your behalf (accessed either locally or remotely) does so only for your authorized use and complies with the terms of this Agreement;
• to notify Prime Innovative Technologies, in writing, as soon as is reasonably possible, if you learn of any actual or threatened infringement or piracy of the Software, or if any infringement or piracy claim is made against you by a party other than Prime Innovative Technologies in connection with your use of the Software;
• to notify Prime Innovative Technologies, in writing, as soon as is reasonably possible, if you learn of any actual breach or compromise of the Software by a third party, or if any user credentials that Client has provided have been compromised by a third party.
• to provide accurate, current and complete information on your legal name, address, email address, phone number, and other information reasonably requested by Prime Innovative Technologies, and to keep such information updated; and
• to be responsible for all electronic communications sent by you to Prime Innovative Technologies, through Prime Innovative Technologies Services or in your account.

• Updates and Upgrades to Software
  During the term of this Agreement, Prime Innovative Technologies shall provide error corrections, enhancements, upgrades, modifications, and new versions for the Software at no cost to you at the same time it provides the same to its other customers.
• Facilities
  Except as otherwise expressly stated herein, you are responsible for obtaining, installing, configuring and maintain all equipment, (including, without limitation, gateways and firewalls), network, software, wiring, power sources, telephone connections and/or communications services necessary for inter-connection with Prime Innovative Technologies Services or otherwise for use in conjunction with the services provided by Prime Innovative Technologies to you (“Facilities”). You are responsible for ensuring that the Facilities are compatible with Prime Innovative Technologies’ requirements and the Software. Prime Innovative Technologies is not responsible for the availability, capacity and/or condition of any Facilities. You are responsible for operation and configuration of your computer(s) and network.
• Access to Prime Innovative Technologies ServicesPrime Innovative Technologies reserves the right to deny access to the Prime Innovative Technologies Services to you at any time if you are in breach of this Agreement and fail to cure such breach within 30 days' written notice.
• Transmission of DataYou understand that the technical processing and transmission of electronic communications is fundamentally necessary to your use of the Prime Innovative Technologies Services. You expressly consent to Prime Innovative Technologies’ access and storage of electronic communications and/or Your Data, and you acknowledge and understand that your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Prime Innovative Technologies. You acknowledge and understand that changes to your electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices.
• ConfidentialityEach Party (in such capacity, “Recipient”) may come into possession of Confidential Information (as defined below) of the other party (in such capacity, “Discloser”). In the case of you as the Discloser, “Discloser” shall include you and your Affiliates. In the case of PIT as the Recipient, “Recipient” shall include PIT and all PIT personnel. PIT shall ensure that all PIT personnel agree, in writing, to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement. For purposes of this Agreement, “Confidential Information” means any and all information and materials of, or related to, Discloser that are disclosed during the term of this Agreement (whether in writing, or in oral, graphic, electronic, or any other form) by or on behalf of Discloser to Recipient under circumstances that would indicate to a reasonable person that such information or materials are confidential or proprietary. Without limiting the foregoing, your Confidential Information includes: (i) any trade secrets, know-how, ideas, inventions, processes, techniques, algorithms, software (in source code and object code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies, and forecasts of you, your Affiliates, and your respective employees, investors, licensors, contractors (excluding PIT), customers, and clients; (ii) any technical, engineering, manufacturing, product, marketing, financial, personnel, and other information and materials of, you, your Affiliates, and your respective employees, investors, licensors, contractors (excluding PIT), customers and clients; and (iii) Your Data. PIT’s Confidential Information includes all Software.
  
  Recipient shall (i) hold the Confidential Information of Discloser in trust and confidence; (ii) use or reproduce the Confidential Information of Discloser only for the benefit of Discloser and only to the extent reasonably required to exercise Recipient’s rights or fulfill Recipient’s obligations hereunder; and (iii) not disclose such Confidential Information to any third party without Discloser’s consent. Notwithstanding the foregoing, you may, without PIT’s consent and only to the extent necessary in connection with the Services and Software and use therewith, disclose PIT Confidential Information to third-party contractors or agents who have executed with you confidentiality obligations that are equivalent in scope to, and no less restrictive with respect to protecting PIT Confidential Information than, the terms and conditions of this Agreement, and to your Affiliates.
  
  The obligations set forth in this Section shall not apply with respect to any Confidential Information of Discloser (other than Your Data) to the extent such Confidential Information: (i) is or has otherwise become generally publicly known other than by act or omission of Recipient; (ii) was rightfully known by Recipient prior to the time of first disclosure to Recipient by Discloser; (iii) was disclosed to Recipient on a non-confidential basis from a source other than Discloser, and such source was not under an obligation of confidentiality with respect to such information; or (iv) is developed by Recipient independently of any disclosure of such information made by Discloser and without use of, or reference to, any Confidential Information of Discloser.
  
  In the event Recipient becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process, the requirements of any exchange on which the securities of such party are listed, or otherwise), Recipient shall provide to Discloser prompt prior written notice of such requirement (to the extent legally permissible) so that Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that Discloser waives compliance with the provisions hereof, Recipient shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
• Privacy and SecurityIn addition to its obligations elsewhere in this Agreement, including, without limitation this Section, PIT shall implement and maintain (and shall require all permitted third parties to whom it discloses Your Data to implement and maintain) environmental, physical, technical, and administrative safeguards, including, without limitation, an effective information security program ( “Security Program”) to prevent the destruction, loss, alteration, and unauthorized access to or disclosure of Your Data, including, but not limited to, encrypting such information using state of the art encryption technology. Such Security Program shall: (i) ensure the security and confidentiality of Your Data; (ii) protect against any anticipated threats or hazards to the security, confidentiality, or integrity of Your Data; (iii) protect against unauthorized access to or use of Your Data; and (iv) protect Your Data consistent with all applicable privacy laws.
• Non-Infringement RepresentationPIT represents and warrants that the software, deliverables, and services provided under this Agreement do not infringe upon any third-party intellectual property rights.
  In the event of a claim of infringement, PIT will, at its expense:
  (i) Modify or replace the infringing material to make it non-infringing; (ii) Obtain the necessary rights to allow continued use of the deliverable or software; or (iii) if neither option is feasible, provide a pro-rata refund for the affected deliverable or software.
  PIT's obligations under this section do not apply to claims arising from modifications made by the Client or third parties, or from the Client's use of the software in combination with other unauthorized products or services.

3. Reservation of Rights.

All rights not expressly granted to you with respect to the Software pursuant to this Agreement are reserved to Prime Innovative Technologies Parties.

4. Monitoring

To the maximum extent permitted by applicable law, you grant Prime Innovative Technologies the right to monitor the Software, the Prime Innovative Technologies Services, and your use of each, and to disclose such information in the event that Prime Innovative Technologies, in good faith, believes it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Prime Innovative Technologies Parties.

5. Proprietary Protection of the Software

You acknowledge that the Prime Innovative Technologies Software and the Prime Innovative Technologies Documentation are proprietary to the Prime Innovative Technologies Parties, and the Prime Innovative Technologies Software and the Prime Innovative Technologies Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and Prime Innovative Technologies, Prime Innovative Technologies and Prime Innovative Technologies Parties own and shall continue to own all right, title, and interest in and to the Prime Innovative Technologies Software and the Prime Innovative Technologies Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Prime Innovative Technologies Software or the Prime Innovative Technologies Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that the Prime Innovative Technologies Parties use in connection with the Prime Innovative Technologies Software or with the Prime Innovative Technologies Services are marks owned by Prime Innovative Technologies and Prime Innovative Technologies Parties. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks. You may not use, display, reproduce, create derivative works of, re-license, sell or distribute the Software, or any portion thereof, except as otherwise provided in this Agreement. You acknowledge that Prime Innovative Technologies does not grant any license or other right to use any of its trademarks, service marks, copyrightable material, or other intellectual property, except as expressly provided in this Agreement. You acknowledge that, in the event of your breach of any of the provisions of this Section, Prime Innovative Technologies will not have an adequate remedy at law. Prime Innovative Technologies shall, therefore, be entitled to seek an injunction against such breach from any court of competent jurisdiction. Prime Innovative Technologies’ right to obtain injunctive relief shall not limit its right to seek further remedies.

6. Your Data

You are the owner of all data input provided by you and all your output (collectively “Your Data”). Upon termination of this Agreement, all of Your Data retained by Prime Innovative Technologies in the system database files shall be made available to you for a period of 90 days after the termination of this Agreement. Thereafter, all of Your Data retained by Prime Innovative Technologies in the system database files shall be made available to you only upon your remittance to Prime Innovative Technologies of a reasonable fee to cover the servicing and handling of Your Data. Notwithstanding the foregoing, unless you request deletion of Your Data, you acknowledge and agree that Prime Innovative Technologies may store and maintain Your Data for such reasonable period of time as it deems necessary. Subject to the terms and conditions of this Agreement, you grant Prime Innovative Technologies a limited, non-exclusive, nontransferable license to copy, store, record, transmit, display, view, print, or otherwise use Your Data solely to the extent necessary to perform its Services pursuant to this Agreement. You agree to and understand Prime Innovative Technologies may (i) anonymize and aggregate Your Data with that of other clients’ aggregated data in a manner that such aggregated data does not (and cannot) identify you, your users, investors, or investments, and (ii) store such anonymized and aggregated data indefinitely for PIT’s use in accordance with applicable law. Prime Innovative Technologies shall maintain in confidence and shall not disclose to any third party Your Data, and Prime Innovative Technologies agrees that Your Data will not be used by Prime Innovative Technologies for any purposes other than the provision of Services to you.

7. Indemnification

• Client Indemnity
  The Client agrees to indemnify, defend, and hold harmless PIT, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses (including reasonable attorney fees) arising out of (i) the Client's misuse of PIT's software or services; (ii) the Client's violation of applicable laws or regulations; or (iii) any breach of this Agreement by the Client.
• PIT Indemnity
  PIT agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses (including reasonable attorney fees) arising out of (i) Third-party claims of intellectual property infringement directly attributable to PIT's software or deliverables; (ii) PIT's gross negligence or willful misconduct.   

8. Limitations of Liability

• Exclusion of Indirect Damages
  In no event shall PIT be liable for indirect, incidental, consequential, punitive, or special damages, including but not limited to lost profits, loss of business opportunities, or data loss, even if advised of the possibility of such damages. This exclusion applies to any claims related to PIT's access to third-party systems, including but not limited to API changes, schema updates, service interruptions, or mismanagement by the Client or third-party providers. PIT's liability for third-party systems is limited solely to direct damages explicitly caused by PIT's actions, as specified in the Agreement.
• Force Majeure
  PIT shall not be liable for delays or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, or government actions. This includes disruptions caused by third-party systems, applications, or service providers upon which PIT's services may rely. PIT will make commercially reasonable efforts to resume performance as soon as possible following such disruptions.
• Third-Party System Limitations
  PIT's services and solutions may integrate with or access third-party systems solely for data access, reporting, or automation purposes. Unless explicitly specified otherwise in the applicable agreement, PIT's access to third-party systems, applications, or data is strictly limited to read-only operations. PIT does not configure, manage, or modify third-party systems as part of its services.
  If the Client explicitly requests and agrees in writing that PIT provide write-back functionality to third-party systems, such functionality will be implemented as specified in the Agreement between PIT and the Client. In such cases, PIT's liability shall be limited to the direct impact of PIT's code or configurations related to the agreed-upon write-back functionality, subject to the limitations and exclusions set forth in this Agreement.
  PIT expressly disclaims any liability for errors, data loss, corruption, or unauthorized changes occurring within third-party systems, including but not limited to issues arising from API changes, schema updates, service interruptions, or mismanagement by the Client or third-party providers.

9. Delinquent Payments and Late Fees

• Payment Terms
  Payment for the services provided by Prime Innovative Technologies is due within the number of days (provided no less than 30 days) specified on the invoice ("Payment Due Date"). Failure to make payment by the payment Due Date shall result in the account being deemed delinquent.
• Late Payment Fees
  If any invoiced amount is not received by the Client by the Payment Due Date, and remains unpaid for 10 days or longer following written notice of the delinquency, those charges may accrue late interest at the rate of 4.9% of the outstanding balance per month.  
• Suspension of Service
  If any undisputed charge owing by the Client remains unpaid 30 days past the Payment Due Date, and remains so 30 days following written notice of the delinquency, the Services or Software may be suspended without further notice. The Services will not be reactivated until all undisputed outstanding charges and late fees have been paid in full. During this time, data preservation shall be governed by the terms outlined in Section 6 regarding "Your Data".
• Reinstatement Fee
  Upon suspension due to non-payment, a reinstatement fee equivalent to 10% of the past due balance may be applied and must be paid prior to the reactivation of the Services.
• Collections
  In the event that any undisputed amount remains delinquent for more than 60 days, Prime Innovative Technologies may engage a collection agency to assist in the collection of the unpaid balance. You agree to reimburse Prime Innovative Technologies for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses, if legal action is necessary to collect payment on balances due.
  

10. Subscription Increase

• Monthly Subscription Fee Increase
  PIT reserves the right to increase subscription fees on an annual basis. Such adjustments shall be calculated in accordance with the annual percentage change in the U.S. Consumer Price Index: Information Technology, Hardware and Services (CPI-IT), as published by the Bureau of Labor Statistics of the United States, or any successor index thereto.
• Effective Date of Increase
  The subscription increase fees shall become effective on the anniversary date of the execution of the monthly subscription fee and shall apply to all subsequent billing cycles.
• Binding Increase
  The Client acknowledges and agrees that such increase are automatic and binding upon continued use of PIT Services or PIT Software, without the need for further notice or consent.