Terms of Service
PLEASE READ THESE TERMS CAREFULLY. SECTION 15 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "User"), and Prime Ledger Inc. ("Prime Ledger," "we," "us," or "our"), concerning your access to and use of the https://primeledger.io website and any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"), and the services we provide (the "Services").
Our Privacy Policy and Cookie Policy, available on the Site, are incorporated into these Terms by reference and describe how we collect, use, and share your information.
By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST DISCONTINUE USE IMMEDIATELY.
2. Eligibility
The Site and Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site. By using the Site, you represent and warrant that: (a) you are of legal age to form a binding contract with Prime Ledger; (b) you are not identified on any sanctions list administered by the U.S. Office of Foreign Assets Control (OFAC) or any other applicable sanctions authority; (c) you are not located in, or a resident of, any country or region subject to comprehensive U.S. sanctions or embargoes; and (d) you meet all of the foregoing eligibility requirements.
3. Intellectual Property Rights
Unless otherwise indicated, the Site is our proprietary property. All source code, databases, functionality, software, website designs, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws. Except as expressly provided herein, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission.
4. User Accounts and Responsibilities
As a user of the Site, you agree to:
- Provide accurate, current, and complete information as may be prompted by any forms on the Site, and keep such information up to date.
- Maintain the security and confidentiality of your account credentials, and notify us promptly of any unauthorized use of your account.
- Accept full responsibility for all use of your account and for any actions that take place using your account.
- Use the Site and Services in compliance with all applicable local, state, national, and international laws and regulations.
5. Identity Verification and Compliance
Use of certain Services requires completion of identity verification in accordance with our Know Your Customer ("KYC") and Anti-Money Laundering ("AML") obligations. You agree to provide the documentation and information we request, and you authorize us and our service providers to make inquiries we consider necessary to verify your identity and assess risk, including screening against sanctions and watchlists.
We may, without prior notice and without liability, suspend, restrict, or freeze your account or delay any transaction where we reasonably believe doing so is required by law, requested by a regulator or law enforcement, or necessary pending the outcome of a compliance review, fraud investigation, or identity verification.
Identity verification may involve the collection of biometric identifiers or biometric information (for example, facial geometry extracted from a photo identification document and a self-captured photograph). Where required by applicable law, including the Illinois Biometric Information Privacy Act, such data will be collected only after you have received the required written disclosures and provided written consent, as set out in our separate Biometric Data Consent presented during onboarding. [Confirm biometric consent flow with KYC vendor before publication.]
6. Prohibited Activities
You may not access or use the Site for any purpose other than that for which we make the Site available. You agree not to:
- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, database, or directory without written permission from us.
- Engage in any automated use of the system, including scripts, data mining, robots, scraping, or similar data gathering and extraction tools.
- Use any Content to train, fine-tune, or otherwise develop any artificial intelligence or machine learning model, including large language models, without our express prior written permission.
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.
- Use the Site or Services in connection with money laundering, terrorist financing, sanctions evasion, fraud, or any other illegal or unauthorized purpose.
7. Payments and Services
All payments for services rendered by Prime Ledger shall be governed by a separate Master Services Agreement ("MSA") or other written agreement between you and Prime Ledger. The terms of such agreements shall prevail in the event of any conflict with these Terms.
8. No Professional Advice
The Content and the Services are provided for informational and operational purposes only and do not constitute investment, financial, legal, tax, or accounting advice. You should consult your own advisors before making any decision based on information available through the Site or Services. Prime Ledger is not acting as your fiduciary, broker, or advisor.
9. Third-Party Websites and Content
The Site may contain links to other websites ("Third-Party Websites") and content belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on the Site.
10. Termination
We reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Site to any person for any reason, including for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. You may stop using the Site and Services at any time; termination of your account remains subject to any obligations under an applicable MSA and our legal retention obligations.
Sections 3, 8, and 11 through 16, and any other provisions that by their nature should survive, will survive any termination of these Terms.
11. Disclaimers
THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply, and you may have additional rights.
13. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Site or Services; (b) your breach of these Terms; or (c) your violation of the rights of a third party or of any applicable law.
14. Electronic Communications
By using the Site or Services, you consent to receive electronic communications from us (including by email and postings to the Site), and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.
15. Dispute Resolution; Arbitration; Class Action Waiver
Informal resolution. Before filing a claim, you agree to contact us at legal@primeledger.io [confirm mailbox] and attempt in good faith to resolve the dispute informally for at least thirty (30) days.
Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services — including claims arising under the Illinois Biometric Information Privacy Act or other privacy statutes, and including disputes with our service providers and vendors acting on our behalf — that is not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration will be conducted in Chicago, Illinois, or remotely at your election. The Federal Arbitration Act governs the interpretation and enforcement of this provision.
Class action waiver. YOU AND PRIME LEDGER EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this class action waiver is found unenforceable as to a particular claim, that claim shall proceed in court, and the remainder shall be arbitrated.
Exceptions and opt-out. Either party may bring an individual claim in small claims court or seek injunctive relief for infringement or misuse of intellectual property. You may opt out of this arbitration provision by emailing legal@primeledger.io within thirty (30) days of first accepting these Terms, stating your name and intent to opt out.
16. Governing Law and Venue
These Terms and your use of the Site are governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. For any dispute not subject to arbitration, you and Prime Ledger consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois.
17. Modifications to the Terms
We reserve the right to change, modify, or remove the contents of the Site or these Terms at any time in our sole discretion. We will indicate changes by updating the "Last Updated" date of these Terms and, for material changes (including any change to Section 15), will provide reasonable advance notice by email or a prominent notice on the Site. Your continued use of the Site after revised Terms are posted (or, for material changes, after the notice period) constitutes your acceptance of the revised Terms.
18. Miscellaneous
These Terms, together with the Privacy Policy, the Cookie Policy, and any applicable MSA, constitute the entire agreement between you and Prime Ledger regarding the Site. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign them without restriction. We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control.
19. Contact Us
To resolve a complaint or receive further information regarding the use of the Site, please contact us at:
Prime Ledger Inc.
Attn: Legal Department
141 W. Jackson Blvd., Suite 4236
Chicago, IL 60604
Email: legal@primeledger.io [confirm mailbox; info@primeledger.io used elsewhere]