Terms & conditions

1. Description of Our Services

One of the hardest parts of planning your future is predicting how your net worth will change over time, and how one financial decision may impact your other plans. Income, investments, home prices, and inflation can all feel like moving targets that make it hard to plan more than a couple of years out, so many people resort to simple rules of thumb and basic assumptions. Even those who seek out the latest research and data may have trouble tracking every variable.

To help you build a smarter long-term plan, PrimeArc Software LLC (“PrimeArc” or “we or “us”) built a financial planning service that combines your financial data with a sophisticated personal finance model to project your financial future. With this financial planning service, you can explore various possible financial outcomes to find a long-term plan that works for you – all based on the latest data from your linked financial accounts, your tolerance for risk, your current investments, and our sophisticated personal finance model built by our research team.

2. Agreement and Acceptance of Terms

When you access and use PrimeArc’s financial planning service that we offer to you through our desktop, tablet and/or our mobile applications (collectively, “The PrimeArc Service”), you are agreeing to be bound by this Terms of Use Agreement, along with any exhibits, disclosures, addendums or amendments to this Terms of Use Agreement (collectively, this “Agreement”). This Agreement constitutes an agreement between you and PrimeArc and sets forth the terms and conditions applicable to your access and use of The PrimeArc Service, and we shall refer to those individuals who use The PrimeArc Service collectively as “users”.

Your use of The PrimeArc Service is subject to our Privacy Policy, which addresses how we gather, use, disclose and manage your personal information. Please read this Agreement and our Privacy Policy carefully.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PrimeArc, ITS LICENSOR OR ITS AGENT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING WITHOUT LIMITATION THE PROCEDURE TO OPT OUT OF ARBITRATION).

By accessing and using The PrimeArc Service through PrimeArc’s desktop, tablet and/or mobile applications, you understand and agree to be bound by the terms and conditions of this Agreement and the Privacy Policy as they may be amended from time to time in the future. If you do not agree to this Agreement, then you may not use The PrimeArc Service. You also agree that:

You are able to enter into legally binding contacts, and you agree that this Agreement legally binds you in the same manner that a signed written, paper contract does. You may not use The PrimeArc Service in any manner or attempt to access The PrimeArc Service if you are not willing to be bound and abide by this Agreement.

The PrimeArc Service is intended to be accessed and used solely by individuals who are 18 years or older. Any access to or use of The PrimeArc Service by anyone under 18 is unauthorized and in violation of the terms of this Agreement. By accessing and using The PrimeArc Service, you represent and warrant that you are 18 years or older.

We reserve the right to change or modify this Agreement or our Privacy Policy, or modify or discontinue any features or services of The PrimeArc Service, from time to time, without prior notice. If we decide to change this Agreement or Privacy Policy, we will post such changes on our website, and such changes will be effective at such time. By continuing to access and use The PrimeArc Service without objecting to any amendments or new versions of the Agreement and/or Privacy Policy posted on our website, you agree to accept all terms and conditions of any new amendments to the Agreement, including any new or change terms or conditions. We reserve the right to modify or temporarily discontinue your access to The PrimeArc Service or any features or functions of The PrimeArc Service with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of The PrimeArc Service, this Agreement and Privacy Policy, or your access to The PrimeArc Service or its related services.

3. Your Access

In order to access and use The PrimeArc Service and any related offerings, you must register to create an account ("User Account"). When you register, you will be asked to choose a password, which you will be required to use to access your User Account. PrimeArc has physical, electronic and procedural safeguards that comply with federal standards to guard users' non-public personal information (see Privacy Policy).

You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party and you will notify PrimeArc immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. As a user you agree that you shall be solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You are also responsible for maintaining appropriate anti-virus and anti-malware software on your computer or mobile devices, so that your User Account information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your User Account, you must contact us immediately at [email protected]

4. Your Electronic Disclosure Consent

By creating a User Account to access and use The PrimeArc Service, you consent to receive all notices and information regarding The PrimeArc Service and other offerings electronically. Electronic communications may be posted on your The PrimeArc Service dashboard and/or delivered to your email address associated with your User Account. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you end your relationship with PrimeArc. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information that you had provided to us during the account registration process, and to maintain and update promptly any changes to such information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you with notice in accordance with applicable law.

5. Cost of Service

Your access and use of The PrimeArc Service is offered to you free of charge. However, an affiliate of PrimeArc may offer you additional services for a fee, such as investment advisory services provided by PrimeArc Advisers LLC, an SEC-registered investment adviser.

6. The PrimeArc Service Disclaimers

You understand and acknowledge that the investment results you could obtain by relying on investment information and/or financial planning insights provided by The PrimeArc Service cannot be guaranteed and that PrimeArc cannot be held responsible. All investments entail a risk of loss and that you may lose money.

You agree and acknowledge that your access and use of The PrimeArc Service is for educational purposes only and is not intended as legal or tax planning advice. You agree as a user that you are responsible for your own investment research and investment decisions, that PrimeArc is only one of many tools you may use as part of a comprehensive investment education process, that you will not rely on The PrimeArc Service as the primary basis of your financial decisions and, except as otherwise provided in this Agreement, PrimeArc will not be liable for decisions/actions you take or authorize third parties to take on your behalf based on information you obtain from your access and use of The PrimeArc Service or information you otherwise see on our website.

You also agree and acknowledge that while The PrimeArc Service may provide significant assistance in helping you manage your financial and retirement plans, you should consult with an investment advisor before making investment decisions or deciding on significant changes to your personal financial strategy.

You also agree that your access and use of The PrimeArc Service may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of The PrimeArc Service or other actions that PrimeArc, in its sole discretion, may elect to take. In no event will PrimeArc be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

7. Other Obligations While You Use The PrimeArc Service

By accessing and using The PrimeArc Service through PrimeArc’s desktop, tablet and/or mobile applications, the following additional terms and conditions will apply:

You agree to do the following: (i) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements; (ii) provide accurate information to us, whether reported directly or through a third party who you authorize, and keep it updated; (iii) use The PrimeArc Service solely for your personal, non-commercial use; (iv) use your real name on your profile and keep your password confidential; and (v) access and use The PrimeArc Service in a professional manner.

You agree NOT to do the following: (i) circumvent, disable, or otherwise interfere with security-related features of The PrimeArc Service or features that prevent or restrict use or copying of any content or User information; (ii) transfer, resell or make any commercial use of The PrimeArc Service or your User Account, as they are intended solely for your use as an end user; (iii) monitor the availability of The PrimeArc Service, its performance or functionality for any competitive purposes; (iv) copy or use any information, content or data on The PrimeArc Service in connection with a competitive service (as determined by PrimeArc); (v) reverse engineer or decompile any technology associated with The PrimeArc Service or your User Account, including but not limited to any software applications or plug-ins associated with The PrimeArc Service; (vi) use any robot, spider, webcrawler, scraper or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor The PrimeArc Service or your User Account without our prior written consent; (vii) use any meta tags or other hidden text or metadata utilizing the PrimeArc name, trademark, URL or product name; (viii) create/register accounts or aggregate financial institutions with The PrimeArc Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; (viii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; (ix) violate the terms of this Agreement or any other rule or agreement applicable to you; or (x) use The PrimeArc Service, your User Account, PrimeArc name, trademarks or copyrights in any deceptive or fraudulent manner, for any illegal purposes, or in violation of any applicable law, regulation, rules or ordinance.

8. Account Information from Third Party Sites

Users may direct PrimeArc to retrieve their own information maintained online by third-parties such as financial institutions with which they have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). PrimeArc works with one or more third-party service providers to access this Account Information. By linking these accounts or directing PrimeArc to retrieve your third-party Account Information, you are consenting to the processing of your Account Information, and other personal information you provide that is needed to retrieve your Account Information, such as credentials, by PrimeArc and such service provider(s) in connection with providing this service in accordance with our Privacy Policy and as permitted by law, and to PrimeArc’s use of your Account Information in connection with our provision of The PrimeArc Service to you. PrimeArc does not review the Account Information for accuracy, legality or non-infringement. PrimeArc is not responsible for the Account Information or products and services offered by or on third-party sites.

PrimeArc cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. PrimeArc cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. Account Information displayed through The PrimeArc Service is only as fresh as the time shown, which reflects when the information was obtained from third-party sources.

9. Data and Data Integrity

The overall integrity and quality of the data presented by PrimeArc to you is an important element in providing you with a high quality and accurate picture of your personal finances. PrimeArc, however, is not responsible for and cannot guarantee the accuracy or timeliness of Account Information we retrieve for you directly, from third party technology providers, from third party financial institutions where your accounts are held, or from third party research/market data providers used to provide The PrimeArc Service.

PrimeArc may not be able to foresee or anticipate technical or other difficulties that may result in failure to obtain data, personalization settings or other service interruptions. PrimeArc assumes and has no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings.

10. Ownership, Copyright and Trademark

The technology and content used to offer, or provided in connection with The PrimeArc Service, are either owned by us or licensed by us from affiliate or third-party licensors. Such content includes the look and feel of The PrimeArc Service, all of our promotional materials, all text, graphics, blogs, photographs, illustrations, images, notices, software and other content used to deliver The PrimeArc Service. All such content is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. As provided under this Agreement, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use The PrimeArc Service strictly to facilitate your personal, non - commercial use of the features and tools of The PrimeArc Service. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content, information or trademarks without PrimeArc’s prior express and written consent.

11. Disclaim of Representation and Warranty; Disclaimer of Liability

Your use of The PrimeArc Service, and the personal information you provide is at your sole discretion and risk. The PrimeArc Service and all materials, information, products and services included as part of The PrimeArc Service are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from PrimeArc, its Licensors and its agents.

PrimeArc, ITS LICENSORS AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA, AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PrimeArc SERVICE AND RELATED SERVICES VIA DESKTOP, MOBILE WEB OR MOBILE APPLICATIONS. PrimeArc, ITS LICENSORS AND ITS AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY, RELATING TO THE PrimeArc SERVICE AND RELATED SERVICES. WITHOUT LIMITATION, PrimeArc, ITS LICENSORS AND ITS AGENTS EXPRESSLY DISCLAIM ANY, AND MAKE NO, IMPLIED WARRANTIES OF TITLE MERCHANTBIILTY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PrimeArc, ITS LICENSORS AND ITS AGENTS WILL HAVE NO LIABILITIES FOR AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED:

REGARDING THE AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PrimeArc SERVICE AND ITS RELATED SERVICES ON PrimeArc’S WEBSITE OR MOBLIE APPLICATION, OR FOR ANY DATA, INFORMATION, CONTENT AND/OR USER INFORMATION PROVIDED BY THE PrimeArc SERVICE OR ITS RELATED SERVICES;

REGARDING ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF PrimeArc’S, ITS LICENSORS’ OR ITS AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR TELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE PrimeArc SERVICE OR ITS RELATED SERVICES VIA DESKTOP, MOBILE WEB OR MOBILE APPLICATION.

THAT USE OF THE PrimeArc SERVICE VIA DESKTOP, MOBILE WEB AND/OR MOBILE APPLICATIONS WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED, OR THAT IT WILL BE FREE OF COMPUTER BUGS OR OTHER PROBLEMS;

THAT THE USE OF THE PrimeArc SERVICE VIA OUR DESKTOP, MOBILE WEB AND/OR MOBILE APPLICATIONS WILL BE FREE FROM ELECTRONIC VIRUSES;

THAT GUARANTEES THE COMPLETE SECURITY OF THE PrimeArc SERVICE THAT IS ACCESSED THROUGH OUR DESKTOP, MOBILE WEB AND/OR MOBILE APPLICATIONS, OR THAT THE QUALITY OF THE PrimeArc SERVICE MEETS YOUR EXPECTATIONS;

REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE PrimeArc SERVICE INCLUDING BUT NOT LIMITED TO INFORMATION OBTAINED THROUGH SOCIAL MEDIA.

NEITHER PrimeArc NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENTS AND OTHER FINANCIAL DECISIONS OF THE USERS, OR FOR ANY DAMAGES OR OTHER LOSSES RESULTING FROM THE RELIANCE OR USE OF RECOMMENDATIONS OR OTHER INFORMATION PROVIDED BY THE PrimeArc SERVICE. NEITHER PrimeArc NOR ITS CONTENT PROVIDERS WARRANT OR REPRESENT THAT THE PrimeArc SERVICE OFFERED VIA PrimeArc’S DESKTOP, MOBILE WEB AND/OR MOBILE APPLICATIONS COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH SECURITIES LAWS OF ANY JURISDICTION.

No advice or information, whether oral or written, obtained by you from PrimeArc's desktop, mobile web or mobile application, shall create any warranty not expressly stated in this Agreement. If you choose to rely on such information, you do so solely at your own risk.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

12. Limitation of Liability

IN NO EVENT SHALL PrimeArc, ITS AFFILIATES, LICENSORS AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST OF PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE OR SPECULATIVE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PrimeArc SERVICE ON PrimeArc’S OR ANY OF ITS AFFILIATES’ DESKTOP, MOBILE WEB AND/OR MOBILE DEVICES, CONTENT AND/OR USER INFORMATION, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF ANY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE PrimeArc SERVICE OR FOR ANY INVESTMENT DECISIONS A USER MAKES ON THE BASIS OF SUCH INFORMATION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PrimeArc OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL PrimeArc'S AND ITS AFFILIATES’ CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

THE PrimeArc SERVICE MAY BE AVAILABLE THROUGH A COMPUTER OR COMPATIBLE MOBILE DEVICE AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE CHANGES, UPDATES AND FEES AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. PrimeArc OR ANY OF ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE PrimeArc SERVICE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE PrimeArc SERVICES.

13. Governing Law and Venue

You agree that this Agreement and any services provided under it will be governed exclusively by and interpreted in accordance with the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of California, excluding its provisions on conflicts or choice of laws. Except as otherwise expressly set forth in Section 14 of this Agreement below, any legal action or proceeding arising under this Agreement shall be brought exclusively in courts located in San Francisco, California or federal court for the Northern District of California, and the parties hereby irrevocably consent to the personal jurisdiction and venue as provided in this Agreement.

14. Arbitration

Any dispute, claim or controversy arising out of or relating to the access and use of The PrimeArc Service or any services related to it, this Agreement or the breach, termination, enforcement, interpretation or validity of the Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be resolved solely by binding, individual arbitration rather than a class, representative or consolidated action or proceeding. You and PrimeArc each further agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your access to The PrimeArc Service or any related services via our website and/or mobile applications.

Exceptions and Opt-Out

As limited exceptions to mandatory arbitration as set forth in this Section 14 of this Agreement: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to optout of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at [email protected] or by regular mail at the physical address listed in Section 18 within thirty (30) days following the date you first agree to the terms of this Agreement.

Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or videoconference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in San Mateo County, California, unless the parties both agree in writing to a different location. You and PrimeArc agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of the terms of this Agreement.

Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Effect of Changes on Arbitration

Notwithstanding Section 16.b of this Agreement below, if PrimeArc changes any of the terms of this Section 14 after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Effective Date” above or in the date of PrimeArc’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and PrimeArc in accordance with the terms of this Section 14 as of the date you first accepted the terms of this Agreement (or accepted any subsequent changes, supplements or amendments to this Agreement).

Class Action Waiver

YOU AND PrimeArc AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if our dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If any of the specific provisions within this Section 14 are found to be unenforceable, the remainder of this Section 14 shall not be affected thereby and, to this extent, the provisions of this Section 14 shall be deemed to be severable.

15. Indemnification

You agree to indemnify, defend and hold us and any of our affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused by your access and use of The PrimeArc Service, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your User Account. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.

16. General Terms

Assignment

You may not assign this Agreement (by operation of law or otherwise) without the prior written consent of PrimeArc, and any prohibited assignment will be null and void. PrimeArc may assign this Agreement or any rights hereunder without your consent. The relationship of the parties under this Agreement is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. Note that if you elect to become an investment advisory client of PrimeArc Advisers LLC, the relationship of the parties will be governed by a separate investment advisory client agreement and any additional terms to which you agree with PrimeArc Advisers LLC when you create and fund an investment account.

Change of Terms

We may revise this Agreement by posting a revised Agreement on our website at any time, and therefore we suggest that you check this Agreement on our website from time to time. We may notify you of any changes at the email address associated with your User Account, and you agree to accept email communications, links to and/or our posting of any revised Agreement on our website and/or within the logged-in pages of The PrimeArc Service. You agree that any of these means of communicating our changes to this Agreement constitutes adequate notice to you. Your continued access and use of The PrimeArc Service indicates your agreement to be bound by any such changes or revisions.

Use of The PrimeArc Service Outside of the United States

The PrimeArc Service is only available for use in the United States. We make no representation that The PrimeArc Service is appropriate or available for use outside the United States. Similarly, we make no representations that accessing The PrimeArc Service from locations outside the United States is legal or permissible by local law. If you access and/or use The PrimeArc Service from areas outside of the United States, you do so at your own risk and are yourself responsible for compliance with local laws.

Communication

Any notice or other communication to be given under this Agreement shall be made to you at the email address associated with your User Account. You may also provide any notice or communication to us by sending us an email at [email protected] or to such other addresses as we may specify from time to time. The date of receipt shall be deemed the date on which such notice is transmitted.

Entire Agreement & Severability

This Agreement, including the separate Privacy Policy, and any other documents referred to in this Agreement, represents the entire understanding between both you and us regarding your access and use of The PrimeArc Service via our desktop, mobile web and/or mobile applications and the subject matter hereof, and supersedes any prior communications, statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure to this Agreement, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail, but solely as to the subject matter provided in the Agreement. With the exception of any of the provisions in this Section 16.e, if any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further rights hereunder.

Termination of this Agreement

This Agreement will continue to apply until terminated by either you or us as set forth below. If you want to terminate this Agreement with us, you may do so by closing your User Account.

You may close your User Account and terminate this Agreement by emailing us at [email protected] from the email address associated with your User Account, indicating “TERMINATION OF ACCOUNT” in the subject line of the message. After confirming you are the User Account owner we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by applicable law, rules or regulations.

We reserve the right to terminate this Agreement with you (by providing an email notice of such termination): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of The PrimeArc Service to you is, or becomes, unlawful); (iii) if we no longer offer The PrimeArc Service you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

Section Headings

Section headings in this Agreement are for convenience or reference only and shall not govern the interpretation of any provision of this Agreement.

17. Feedback

Your feedback is welcomed and encouraged. You may submit feedback by emailing us at [email protected]. You agree, however, that (i) by submitting unsolicited ideas to PrimeArc or any of its employees or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas; and (ii) such unsolicited ideas automatically become the property of PrimeArc. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to PrimeArc together with all intellectual property rights in such feedback. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

18. Questions

If you have questions about this Agreement or the Privacy Policy, please contact us at [email protected].

PrimeArc Software LLC

1/12B Parkinson Lane,

Kardinya, WA 6163

PrimeArc Software LLC is a wholly owned subsidiary of PrimeArc Corporation and an affiliate of PrimeArc Advisers LLC, an SEC-registered investment adviser.