PRIME-LINK Terms of Service
Welcome to Prime-Link, Inc. ("Prime-Link," "we," or "our"), the provider of URL shortening, custom-branded link, and link management and analytics products and services to our users (collectively referred to as the "Prime-Link Services"). This Agreement serves as a legal contract between you and Prime-Link and governs your access to and use of the Prime-Link Services. By accessing or using the Prime-Link Services, creating a Prime-Link account, or purchasing a paid account, you are indicating that you have read, understood, and agreed to be bound by these Terms of Service. If you are using the Prime-Link Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
It is important that you read and understand this Agreement as it contains an arbitration provision and class action waiver, as described in the arbitration section below. By accepting these Terms, you agree that any disputes between you and us will be resolved through binding, individual arbitration, and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. If you do not agree to these Terms, you do not have the right to access or use the Prime-Link Services.
SCOPE & MODIFICATIONS
1. Modifications. Prime-Link reserves the right to modify or replace this Agreement at any time in its sole discretion. If we make any modifications to these Terms, we will post the updated version on our website or notify you through your Prime-Link Account Details page. By continuing to access or use the Prime-Link Services after the effective date of the modifications, you are indicating that you accept the updated Agreement. You agree that it is your responsibility to regularly review this Agreement for any changes and that your continued use of the Prime-Link Services following any modifications constitutes your acceptance of those changes. If you do not agree with the updated Agreement, your only recourse is to discontinue using the Prime-Link Services.
2. "Current Offerings and Scope". As of the Effective Date, Prime-Link offers specific Prime-Link Services to its customers. Prime-Link may, at its discretion, add, remove, suspend, discontinue, modify, or update the Prime-Link Services at any time. Following the effective date of any updates, Prime-Link will not be obliged to offer or support previous versions of the Prime-Link Services.
3. Enterprise customers of Prime-Link. If you have acquired a Prime-Link Enterprise Plan, this Agreement may be enhanced or altered by an additional enterprise agreement and one or more order forms, which will take precedence over these Terms in case of conflict.
4. Support, Uptime & Training. The level of customer support and training for the Prime-Link Services you purchase is specified on the Prime-Link Services pricing page. We are committed to maintaining an uptime standard for our Services, subject to reasonable maintenance periods and technical difficulties.
1. Fees. Prime-Link offers a range of Services that come with various features and functions and are subject to fees. Pricing and details of the services provided with paid accounts can be found on Prime-Link's Services pricing page, which may be updated from time to time. By signing up for a paid account, you agree to pay all fees applicable to the Prime-Link Services tier you have selected. Except as required by law or stated otherwise in this Agreement, fees paid for Prime-Link Services are non-refundable.
2. Auto-renewals and Trials. If you have set your account to auto-renew or are currently in a trial period and have added a payment method, your account will be charged automatically by Prime-Link for the renewal term unless you cancel or disable the auto-renewal option. You can terminate the Agreement by accessing your Account Details page or by contacting your Prime-Link account representative. For paid account plans that last for twelve (12) months or longer, Prime-Link will notify you of any changes in fees at least 30 days prior to the account renewal.
3. Payment .Customers are responsible for paying Prime-Link invoices on the selected payment interval. The customer authorizes Prime-Link to charge all applicable fees using the selected payment method. Failure to pay may result in suspension or termination of Services. Unpaid fees may be subject to a finance charge and collection expenses..
4. Taxes. Fees do not include taxes, and customers are responsible for all taxes resulting from this Agreement or use of Services. Prime-Link may invoice Customer for Taxes when required by law. If the law requires withholding taxes on payable amounts, the customer will promptly deduct and remit them to the appropriate authority and provide Prime-Link with necessary documents for tax credit.
5. Downgrades. If a customer's Fees are past due, Prime-Link has the right to suspend, downgrade, or terminate their access to any or all Prime-Link Services.
LICENSE, METRICS, AND COMPLIANCE;
3. Access Credentials. Prime-Link grants the Customer non-transferable access credentials for the Prime-Link Services. The Customer must use the Prime-Link Services and seek access credentials using their true identity and not misrepresent or mask their identity. They must also obtain appropriate authorization before selecting or using a name subject to any rights of another person or entity, and avoid using any offensive, vulgar, or obscene name. The Customer is not permitted to exceed the access granted by Prime-Link.
The Customer is responsible for maintaining the confidentiality and security of the access credentials provided by Prime-Link. If the Customer is a corporate entity, only its employees and contractors are allowed to use the Prime-Link Services. The Customer must ensure that its personnel comply with all laws and use restrictions set out in the Agreement or prescribed by Prime-Link. They must not share access credentials to exceed the user limitations of the purchased service tier, and are accountable for any authorized or unauthorized acts or omissions of their personnel.
In its discretion, Prime-Link may update, refresh or modify the way of accessing the Prime-Link Services.
4. Compliance Monitoring. To ensure compliance with the Agreement, Prime-Link may monitor the Customer's use of the Prime-Link Services. If Prime-Link identifies any non-compliance, it will notify the Customer and provide them with a five (5) business day period to rectify the issue. However, if the Customer fails to resolve the non-compliance within five (5) business days, Prime-Link reserves the right to suspend or terminate their use of the Prime-Link Services.
In case of a security breach or if Prime-Link suspects, in good faith, that the Customer is using their Prime-Link account for unlawful purposes, Prime-Link may suspend the Customer's use of the Prime-Link Services without notice. Additionally, if the Customer violates the Agreement, Prime-Link may suspend or terminate their access to the Services without prior notice.
4. INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
1. Ownership. All the rights, titles, and interests related to the Prime-Link Services, Prime-Link Link Metrics, and related materials, including documentation, source code, tools, processes, inventions, concepts, copyrights, patents, trade secrets, and other intellectual property, are exclusively owned by Prime-Link. However, Customer Content and Customer Services are excluded from this ownership.
The ownership of Prime-Link Materials will not be transferred to the Customer, and no rights to these materials are granted to the Customer, except for the limited license rights granted in the Agreement.
2. Feedback. Although the customer is not compelled to offer feedback on the Prime-Link Services or Prime-Link Link Metrics, if they do, all rights, title, and interest in and to the feedback will, upon its production, pass to Prime-Link as its single and exclusive property.
3. License Restrictions. The customer is not allowed to share access credentials to exceed the user limitations of the service tier they have purchased. Additionally, the customer and its personnel are prohibited from accessing the Services or exporting data from the Services to create a service, software, documentation, or data for a URL shortening service other than Prime-Link or create a service that is competitive with or confusingly similar to any aspect of the Prime-Link Services or Prime-Link Link Metrics. The customer is also not allowed to use, modify, display, perform, copy, disclose or create derivative works of the Prime-Link Services, except as expressly permitted herein. Reverse engineering, decompiling, disassembling, mimicking, screen-scraping, framing, or mirroring the Prime-Link Services or Prime-Link Link Metrics is also prohibited. The customer is not allowed to benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge, or otherwise transfer the Prime-Link Services or Prime-Link Link Metrics to any third party. The customer is also not allowed to transmit Prohibited Content through Prime-Link Services. The customer is also prohibited from using automated or unauthorised methods to access the Prime-Link Services, interfering with, disrupting, or attempting to monitor the Prime-Link Services or Prime-Link Link Metrics, or trying to bypass security measures. They are also forbidden from hiding, removing, or altering any notices of proprietary rights or other information on the Prime-Link Services or Prime-Link Link Metrics. If the customer violates or threatens to violate the restrictions in this section or raises other security or legal issues, Prime-Link may revoke the powers granted to the customer in section 3. Prime-Link is entitled to an injunctive remedies in addition to other remedies to stop a violation or potential breach of the customer's duties under this provision.
4.Technical Restrictions. Customer must adhere to the usage limits on API calls, concurrent URL shortens, and other Prime-Link Services access as specified in the relevant documentation or Order Form provided by Prime-Link. Any attempt by the Customer to exceed or bypass these restrictions may result in Prime-Link suspending or blocking the Customer's access to the services. Prime-Link reserves the right to monitor the Customer's use of its services to ensure compliance with this agreement.
5.Open Source Software. Prime-Link Services may contain software subject to Open Source Software licenses. Customers must comply with any applicable Open Source Software license terms, which take precedence over this agreement with respect to such software. The Customer acknowledges and accepts that Open Source Software licenses are solely between them and the relevant licensor.
6.Third Party Materials. Prime-Link Services may include third party software or source code, including Open Source Software. Prime-Link is not responsible for any Third Party Materials and reserves the right to remove or modify such materials at its discretion. The Customer agrees to comply with the terms and conditions and privacy policies of any Third Party Materials.
7.Trademarks. Prime-Link grants the Customer a limited, non-transferable, non-sublicensable license to use Prime-Link's trademarks, logos, and designs incorporated into its services for the sole purpose of displaying notices as part of the services. The Customer acknowledges and accepts Prime-Link's ownership and title to its trademarks and agrees to modify their use to meet Prime-Link's standards. Any goodwill derived from the use of Prime-Link's trademarks will benefit Prime-Link exclusively. The Customer will not challenge the ownership or title of Prime-Link's trademarks or use them to imply partnership, sponsorship, or endorsement by Prime-Link. Prime-Link may request that the Customer execute documents to establish its ownership and rights in its trademarks, or to obtain registration thereof.
5. CUSTOMER SERVICES, CONTENT AND INFORMATION
1.Customer Services. Prime-Link will not be held liable for any Customer product or service accessed through or utilizing the Prime-Link Services, or for any end user, customer, or personnel's use of such services. Customer agrees not to use the Prime-Link Services in a manner suggesting any partnership with, sponsorship by, or endorsement from Prime-Link for the Customer Service. Customer shall not imply that Prime-Link is responsible for the views or content of the Customer Service. The Prime-Link Services shall not be used in connection with any Prohibited Content or activities that could cause harm, damage, or liability to Prime-Link.
6. REPRESENTATIONS AND WARRANTIES
1. Customer Content Warranties. Customer warrants that the Customer Content and all information used to generate the Prime-Link Link Metrics do not violate any third-party rights, including intellectual property, privacy, and publicity rights. The receipt, collection, use, and provision of the Customer Content and related information comply with all applicable laws and regulations, including those related to privacy, data security, unsolicited messaging, unfair or deceptive practices, and US trade or export restrictions. Customer has obtained all necessary consents and approvals, complied with privacy policies and third-party terms and conditions, and ensured that no personally identifiable information or persistent identifiers from individuals under the age of 13 are included.
2. Further Customer Warranties. In order to maintain the security and integrity of the Prime-Link Services, Prime-Link Link Metrics, Customer Content, and Customer Services, the customer represents and certifies that it has put in place or was required to put in place industry-standard security measures. The Prime-Link Services will not be subject to any open source or comparable licences by the Customer that would obligate them to grant any rights in the Prime-Link Services. The Prime-Link Services and Prime-Link Link Metrics may not be interfered with, disrupted, erased, changed, harmed, damaged, or impaired in any way by the customer. In the event of a security breach or unauthorised access, Customer shall promptly investigate the situation, inform Prime-Link in writing of it, and take all necessary corrective action at Customer's expense to make it right, as well as to comply with all applicable laws and Prime-requirements. Link's
3.PRIME-LINK DISCLAIMERS. The Prime-Link Services are provided to the Customer "as is" and "as available" without any express or implied warranties, including warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Prime-Link disclaims any warranties implied by any course of performance or usage of trade. Furthermore, Prime-Link does not guarantee that the Prime-Link Services will be secure, accurate, error-free, virus-free, uninterrupted, or meet the requirements of the Customer. Therefore, the use of the Prime-Link Services and Prime-Link Link Metrics is at the Customer's own risk.
Prime-Link assumes no liability or indemnity obligations in ensuring that the Customer's use of the Prime-Link Services and Prime-Link Link Metrics comply with laws or regulations outside the US, and it is solely the responsibility of the Customer to ensure such compliance. Additionally, Prime-Link is not responsible for any third-party products or services, and the Prime-Link Link Metrics produced hereunder are estimates that are subject to statistical error. Therefore, Prime-Link disclaims any liability for any use or reliance on the Prime-Link Link Metrics by the Customer or any third party.
7. INDEMNIFICATION AND RESPONSIBILITY
1.Indemnification by Customer. The Customer Indemnification clause requires the customer to defend, indemnify, and hold harmless Prime-Link, its parents, subsidiaries, affiliates, and their employees, officers, directors, representatives, contractors, customers, business partners, successors, and assigns (collectively referred to as "Prime-Link Indemnitees") from any third-party claims and resulting damages, liabilities, and costs (including reasonable attorneys' fees and expenses) arising from (a) the customer's content, services, or products; (b) any acts or omissions by the customer that breach the agreement or violate laws; or (c) any allegation of intellectual property, privacy, or publicity infringement related to the customer's content or services.
Prime-Link is required to promptly notify the customer of any claim for which it seeks indemnification, but any delay in providing notification will not relieve the customer of its indemnification obligations unless materially prejudiced. The customer is responsible for controlling the defense of any claim under this section, although Prime-Link may approve any counsel used by the customer and participate in the defense at the customer's cost. However, all settlements of indemnification claims require the consent of Prime-Link.
8. LIMITATION OF LIABILITY
1. LIABILITY LIMITATION. Prime-Link shall not be held liable for any claim, regardless of the legal or equitable theory, arising from: (i) lost profits, data loss, cost of procurement of substitute goods or services, or any special, indirect, incidental, punitive, compensatory, or consequential damages of any kind whatsoever; (ii) bugs, viruses, Trojan horses, or similar issues; (iii) any permanent or temporary interruption of Prime-Link services; (iv) the deletion, corruption, or failure to store any customer content or data transmitted or maintained through Prime-Link services; (v) customer's provision of inaccurate account or other information; (vi) any liability resulting from customer's failure to maintain the confidentiality of its password or account details; (vii) customer's inability to access Prime-Link services due to equipment, infrastructure, system, or network malfunctions; or (viii) any aggregate amount of claims exceeding $100.00.
9. TERM AND TERMINATION
1. Agreement Term. Upon the Customer's acceptance of this Agreement by creating an account or purchasing a paid service tier ("Effective Date"), this Agreement shall commence and continue for the duration of the term selected by the Customer, unless it is otherwise terminated as permitted herein ("Initial Term"). If the Customer's paid account is set to automatically renew, please refer to section 2(B) above for the auto-renewal terms.
2. Right to Terminate. Prime-Link has the right to terminate this Agreement at any time at its discretion. Upon termination or expiration of this Agreement, all applicable rights and access granted to the Customer will automatically end. The Customer and its personnel must immediately stop using the Prime-Link Services and, if directed by Prime-Link, either return or destroy all confidential information of Prime-Link. Any provision in this Agreement that, by its nature, should survive such expiration or termination will remain in effect.
10. GOVERNING LAW & DISPUTES
1. Governing Law. This Agreement and any transactions arising from it will be governed by the laws of the State of New York and the Federal Arbitration Act. The parties agree that any conflicts of law provisions and the United Nations Convention on Contracts for the International Sale of Goods will not apply.
2. Limitation for Bringing Claims. Customer must bring any claims related to the use of Prime-Link Services or this Agreement within one year of when the claim or cause of action arose, or the claim will be barred.
3. Mandatory Arbitration of Disputes. Any disputes, claims, or controversies related to these Terms of Service or the use of the Services or Content will be resolved through binding individual arbitration, and not through a class or consolidated action. The parties waive the right to a trial by jury. This arbitration provision will remain in effect even if these Terms of Service are terminated. The U.S. Federal Arbitration Act will govern the interpretation and enforcement of this provision.
Exceptions and Opt-out: There are a few exceptions to the general rule that disagreements must be settled by individual arbitration under this Dispute Resolution section. Both parties retain the right to ask a court for injunctive or other equitable relief to stop the infringement or theft of intellectual property rights. If your case is eligible, you can try to settle it in small claims court. Inhabitants of the European Economic Area are not covered by this arbitration agreement.
Conducting Arbitration and Arbitration Rules: The arbitration will be handled by the American Arbitration Association ("AAA"). Unless as otherwise provided in these Terms of Service, the arbitration will follow the AAA's Consumer Arbitration Rules if you're an individual. The AAA's Commercial Arbitration Rules shall be used to administer the arbitration if you are agreeing to these Terms of Service on behalf of an organisation. A party requesting arbitration must notify the other party as required by the AAA Rules and submit a formal Demand for Arbitration to the AAA. You have the option of having the arbitration, as specified by the AAA Rules, be performed exclusively on the basis of papers, through a telephone or video conference hearing, or in person, if your claim is for $10,000 or less.
Arbitration Costs: The payment of all filing, administration, and arbitrator fees will be subject to the AAA Rules. In case you are an individual and your dispute is for less than $10,000, we will bear all the costs and expenses related to filing, administration, and the arbitrator, unless the arbitrator deems your dispute frivolous. In the event that we succeed in arbitration, we will be responsible for covering all our attorneys' fees and expenses and will not attempt to recover them from you. On the other hand, if you succeed in arbitration, you will be entitled to an award of attorneys' fees and expenses in accordance with the applicable law.
Class Action Waiver. Both you and Prime-Link acknowledge that any legal actions you or Prime-Link take against the other must be taken solely in your or Prime-Link's capacity and not as a plaintiff or a member of a putative class or representative action. Also, if arbitration is used, the arbitrator is not permitted to combine your claims with those of another person's or to oversee any kind of representative or class action. The entire Dispute Resolution section will be void if this clause is determined to be unenforceable.
You have 30 days from the change's effective date to reject it in writing if Prime-Link alters any of the conditions in this Dispute Resolution section after the date you initially accepted these Terms of Service. You understand that any disputes will be arbitrated in accordance with the rules in place at the time you first accepted these Terms of Service by rejecting the change.
Severability: If a court or arbitrator decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply, with the exception of Section 20(e) (Class Action Waiver).
1. Relationship of the Parties. The parties to this Agreement are considered independent contractors, and nothing in this Agreement should be interpreted as creating an employer-employee relationship, agency, partnership, or joint venture between the parties.
2. Entire Agreement and Severability. All prior discussions or proposals about the subject matter, whether oral, writing, or electronic, including any non-disclosure agreements executed by the parties, are superseded by this Agreement, which serves as the entirety of the parties' understanding. Any additional or conflicting conditions contained in any client order, invoice, statement, or other document, as well as any "shrinkwrap" or "clickwrap" agreements, are not enforceable unless specifically updated by a Prime-Link Enterprise Supplemental Agreement signed by both parties. If any part of this agreement is determined to be void or unenforceable, that part will be reduced in scope or eliminated altogether to the extent necessary to ensure that the rest of the agreement is still legal and enforceable.
3. Force Majeure. Neither party shall be liable for any delay or failure in performance of its obligations under this Agreement caused by causes beyond such party's reasonable control, including cyberattacks, mechanical, electronic, or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation, or of any third-party provider or supplier, or labour disputes. This exclusion of liability shall not apply to any fees due under this Agreement..
4. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, and any effort to do so is void, unless the assignment is to an affiliate or in the case of a merger, acquisition, or other change of control. Any authorised successors and assignee are obligated to abide by this Agreement.
5. Notices. All notices under this Agreement, unless otherwise provided in this Agreement, shall be in writing and delivered to the addresses above. Notifications will be deemed properly provided when they are received, if personally delivered; despatched, if transmitted by fax or email; or delivered the following day, if sent via a reputable overnight delivery service, the day after they are sent.
6. Headings; The headings of sections and paragraphs in this Agreement are provided for convenience only and do not affect the interpretation of the Agreement. Whenever the terms “including”, “for example”, or “such as” are used in this Agreement, they will be interpreted as meaning “without limitation” unless the context indicates otherwise.
7. Export. The parties agree to comply with all applicable export and import control laws and regulations, and Customer agrees not to export or re-export the Prime-Link Services without obtaining all necessary licenses from the United States and foreign governments.
8. Government Use. According to 48 C.F.R. 2.101, which also incorporates 48 C.F.R. 12.212's definitions of "commercial computer software" and "commercial computer software documentation," the Prime-Link Services are regarded as "commercial products." Unless as expressly permitted by this Agreement, no government body may utilise the Prime-Link Services in any way. Use of the Prime-Link Services by a U.S. government body is subject to 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The indemnity, jurisdiction, venue, and other provisions of this agreement do not apply to any U.S., state, or local government agency that a Customer represents or employs while using the Prime-Link Services, except to the extent permitted by relevant law.
9. General. Any right or term of these Terms that Prime-Link does not immediately enforce will nonetheless be enforceable in the future. Any waiver by Prime-Link of a right or provision must be made in writing and signed by a qualified official in order to be valid. Any other remedies available under these Terms or otherwise will not be affected if either party exercises any remedy provided for in these Terms. The remaining terms shall continue to be in full force and effect to the fullest extent permitted by law if any provision of these terms is determined by a court of competent jurisdiction to be illegal or unenforceable.
10. Publicity. In order to identify Customer as a user of the Prime-Link Services, Customer hereby authorises Prime-Link permission to use Customer's logos and trademarks in marketing or publicity materials and on Prime-Link's website.
11. Changes to the Service: We value our lifetime subscribers and are committed to providing a reliable and consistent service. However, we may need to make changes to the Service from time to time, including adding, removing, or modifying certain features. We reserve the right to make these changes at any time and without notice.
Changes to Account Features: We understand that the features included in your lifetime subscription are important to you, which is why we aim to maintain consistency as much as possible. However, we reserve the right to adjust the number of links, link clicks, QR codes, data retention duration, branded domain, custom landing pages, CTA overlays, team members, import links, export data, etc. in order to ensure the best possible experience for all of our subscribers. Any changes to these features will not affect services that have already been paid for by the subscriber.
By continuing to use the Service, you acknowledge and agree that you have reviewed and accepted any changes we make. If you do not agree to the modified terms, you may terminate your subscription with us.
We reserve the right to terminate any lifetime subscription for any reason, including but not limited to a violation of our terms of service or suspected fraudulent activity. In the event of termination, there will be no refund for any portion of your subscription, as it is a one-time payment for lifetime access to the Service.