Primordial Terms and Conditions

Last Updated: June 27, 2025

These Terms and Conditions (“Terms”) govern your purchase and use of software, services, and support provided by Primordial Technologies LLC (“Primordial,” “we,” “us,” or “our”). By engaging Primordial for any products or services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

1. Scope of Services

Primordial resells third-party software as a service (SaaS) products and offers related services including, but not limited to, implementation, onboarding, training, technical support, and ongoing account management.

2. Third-Party Software

a. Software Licenses: All SaaS products provided through Primordial are subject to the licensing terms of the respective software vendors. By purchasing or using any third-party software, you agree to comply with the applicable End User License Agreement (EULA) or Terms of Use provided by the vendor.

b. Access and Availability: Primordial does not guarantee uninterrupted access or performance of third-party software. Availability and service levels are governed by the vendor's service level agreements (SLAs).

3. Fees and Payment

a. Pricing: All pricing will be provided via a written quote or proposal. Fees may include one-time implementation charges, subscription fees, and/or recurring support costs.

b. Payment Terms: Invoices are due within [Net-15/Net-30] days of the invoice date unless otherwise stated. Late payments may incur interest at the rate of 1.5% per month or the maximum allowed by law.

c. Taxes: Client is responsible for all applicable sales, use, and other taxes unless a valid tax exemption certificate is provided.

4. Term and Termination

a. Term: The agreement will commence upon acceptance of a proposal and continue for the duration specified therein.

b. Termination for Convenience: Either party may terminate the agreement with 30 days’ written notice, subject to payment of all fees due through the termination date.

c. Termination for Cause: Either party may terminate the agreement immediately if the other party materially breaches these Terms and fails to cure such breach within 10 days of written notice.

5. Client Responsibilities

a. Cooperation: Client agrees to provide timely access to personnel, systems, and data as reasonably required for Primordial to deliver services.

b. Compliance: Client will not misuse or attempt to reverse-engineer the software or bypass vendor-imposed limitations.

6. Intellectual Property

All intellectual property rights in the third-party software remain with the respective vendors. Primordial retains all rights to its proprietary tools, templates, and materials used in service delivery.

7. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed in the course of the relationship and to use such information only for the purpose of fulfilling obligations under these Terms.

8. Warranties and Disclaimers

a. No Warranties on Software: Primordial makes no warranties, express or implied, regarding third-party software. All warranties, if any, are provided by the software vendors.

b. As-Is Services: Services provided by Primordial are offered “as is” without warranties of any kind, including implied warranties of merchantability or fitness for a particular purpose.

9. Limitation of Liability

To the fullest extent permitted by law, Primordial shall not be liable for any indirect, incidental, consequential, or punitive damages, or for loss of profits or business interruption. Our total liability for any claim shall not exceed the amount paid by Client to Primordial in the 12 months preceding the claim.

10. Indemnification

Client agrees to indemnify and hold harmless Primordial from any claims, losses, or damages arising out of Client’s use of third-party software or breach of these Terms.

11. Force Majeure

Primordial shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, internet outages, or software vendor failures.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles.

13. Entire Agreement

These Terms, together with any signed proposal or agreement, constitute the entire agreement between the parties and supersede all prior communications and understandings.

14. Amendments

Primordial may update these Terms from time to time. Clients will be notified of significant changes and continued use of services constitutes acceptance of the updated Terms.

15. Contact

For questions regarding these Terms, please contact:

Primordial Technologies LLC
100 Biscayne Boulevard, Floor 12, 33132 Miami, FL

info@primordial.biz

+1 312 973 2320