Effective Date: May 10, 2021
Welcome to Primer. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Address: 316 15th Street, Oakland, CA 94612
you and PRIMER SUPPLY, INC. (“Primer,” “we” and “us”). Your use
of the Services in any way means that you agree to all of these
Terms, and these Terms will remain in effect while you use the
Services. These Terms include the provisions in this document as
well as those in the
and Copyright Dispute Policy. Your use of or participation in
certain Services may also be subject to additional policies,
rules and/or conditions (“Additional Terms”), which are
incorporated herein by reference, and you understand and agree
that by using or participating in any such Services, you agree
to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We are constantly trying to improve our Services, so these Terms
may need to change along with our Services. We reserve the right
to change the Terms at any time, but if we do, we will place a
notice on our site located at https://www.primer.com/, send you
an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at firstname.lastname@example.org.
You may be required to sign up for an account, select a password
and user name (“Primer User ID”), and provide us with certain
information or data, such as your contact information. You
promise to provide us with accurate, complete, and updated
registration information about yourself. You may not select as
your Primer User ID a name that you do not have the right to
use, or another person’s name with the intent to impersonate
that person. You may not transfer your account to anyone else
without our prior written permission.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal, non-commercial and personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Providers must comply with all laws that relate to the Provider Goods (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Primer User ID, account or password with anyone, and you must protect the security of your Primer User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Primer User ID and account.
Primer may connect those providing certain goods (“Providers”)
and those looking to acquire those goods (“Customers”). When we
use the word “you” in these Terms, it refers to any user,
regardless of whether he or she is a Provider or Customer, while
if we use one of those specific terms, it only applies to that
category of user.
Before receiving goods from any Provider (“Provider Goods”), Customers are responsible for making their own determinations that the Provider Goods are suitable. Primer can’t and won’t be responsible for making sure that Provider Goods are up to a certain standard of quality. Primer similarly can’t and won’t be responsible for ensuring that information (including credentials) a Customer or Provider provides about himself, herself or itself or about the Provider Goods he, she or it is offering is accurate or up-to-date. We don’t control the actions of any Customer or Provider, and Providers aren’t our employees.
Primer does not directly offer the Provider Goods. You hereby acknowledge that Primer does not supervise, direct, control or monitor the Provider Goods and expressly disclaims any responsibility and liability for the Provider Goods, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
As part of the Services, you may receive communications through the Services, including messages that Primer sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Primer to send you information regarding your account or transactions with us, which may include Primer using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Primer, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Primer. You agree to indemnify and hold Primer harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
No Provider may collect any information from or relating to Customers (“Customer Information”), whether via the Services, in the course of offering Provider Goods, or otherwise, beyond what is necessary to offer the Provider Goods for the applicable Customer from or about whom such Customer Information was collected. Providers also must not use any Customer Information beyond what is necessary to offer the Provider Goods for such applicable Customer. Upon the conclusion of offering the Provider Goods to a Customer (or otherwise upon the request of such Customer or Primer), Provider must properly destroy all Customer Information from or relating to such Customer and make no further use of it whatsoever. Providers must collect, use, maintain, and transmit all Customer Information in compliance with all applicable laws.
The materials displayed or performed or available on or through
the Services, including, but not limited to, text, graphics,
data, articles, photos, images, illustrations, User Submissions
(as defined below) and so forth (all of the foregoing, the
“Content”) are protected by copyright and/or other intellectual
property laws. You promise to abide by all copyright notices,
trademark rules, information, and restrictions contained in any
Content you access through the Services, and you won’t use,
copy, reproduce, modify, translate, publish, broadcast,
transmit, distribute, perform, upload, display, license, sell,
commercialize or otherwise exploit for any purpose any Content
not owned by you, (i) without the prior consent of the owner of
that Content or (ii) in a way that violates someone else’s
(including Primer's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Primer owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Anything you post, upload, share, store, or otherwise provide
through the Services is your “User Submission”. Some User
Submissions may be viewable by other users. You are solely
responsible for all User Submissions you contribute to the
Services. You represent that all User Submissions submitted by
you are accurate, complete, up-to-date, and in compliance with
all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
In order to display your User Submissions on the Services, and
to allow other users to enjoy them (where applicable), you grant
us certain rights in those User Submissions (see below for more
information). Please note that all of the following licenses are
subject to our
to the extent they relate to User Submissions that are also your
By submitting User Submissions through the Services, you hereby do and shall grant Primer a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Certain features of the Services allow you to share information with others, including through your social networks or other services where you have an account (“Third Party Accounts”). When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Primer to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
Finally, you understand and agree that Primer, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Primer's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
If a counter-notice is received by the Designated Agent, Company
may, in its discretion, send a copy of the counter-notice to the
original complaining party informing that person that Company
may replace the removed material or cease disabling it in 10
business days. Unless the copyright owner files an action
seeking a court order against the content provider accused of
committing infringement, the removed material may be replaced or
access to it restored in 10 to 14 business days or more after
receipt of the counter-notice, at Company's discretion.
Please contact Primer's Designated Agent at the following address:
Primer Supply, Inc.
Attn: DMCA Designated Agent
316 15th Street, Oakland, CA 94612
Any information or Content publicly posted or privately
transmitted through the Services is the sole responsibility of
the person from whom such Content originated, and you access all
such information and Content at your own risk, and we aren’t
liable for any errors or omissions in that information or
Content or for any damages or loss you might suffer in
connection with it. We cannot control and have no duty to take
any action regarding how you may interpret and use the Content
or what actions you may take as a result of having been exposed
to the Content, and you hereby release us from all liability for
you having acquired or not acquired Content through the
Services. We can’t guarantee the identity of any users with whom
you interact in using the Services and are not responsible for
which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Primer. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Primer is not responsible for such risks.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Primer is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Primer, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
The Services are currently free, but we reserve the right to
charge for certain or all Services in the future. We will notify
you before any Services you are then using begin carrying a fee,
and if you wish to continue using such Services, you must pay
all applicable fees for such Services.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CHARGE YOU FOR ANY PURCHASES OF THE PROVIDER GOODS UNDER YOUR BILLING ACCOUNT.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle, as applicable.
You’re free to do that at any time by contacting us at
please refer to our
information you provide to us after you have stopped using our
Primer is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Primer has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Customer who believes that a Provider may be in breach of these Terms is not able to enforce these Terms against that Provider.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at [SUPPORT EMAIL] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:
Warranty Disclaimer. Primer and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Primer and all such parties together, the “Primer Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Primer Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Primer Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Provider Goods. THE SERVICES AND CONTENT ARE PROVIDED BY PRIMER (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PRIMER PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the Primer Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Primer's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Primer and limits the manner in which you can seek relief from Primer. Both you and Primer acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Primer's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Primer may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Primer agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Primer, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Primer, and you do not have any authority of any kind to bind Primer in any respect whatsoever.
Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Primer agree there are no third-party beneficiaries intended under these Terms.