Terms of Service

Agreement to Terms

By accessing or using the Primary Key Solutions website and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Services.

Description of Services

Primary Key Solutions provides custom software development, FileMaker solutions, AI integration, and systems integration services. The specific scope, deliverables, timeline, and pricing for each project will be defined in a separate Statement of Work or Service Agreement.

Use of Services

Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By using our Services, you represent and warrant that you meet these requirements.

Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the Services or servers
• Transmit any viruses, malware, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services for any fraudulent or malicious purpose

Intellectual Property Rights

Our Property

The Services, including all content, features, and functionality, are owned by Primary Key Solutions and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on our Services without our express written permission.

Client Property

Unless otherwise specified in a Service Agreement, you retain all rights to your data, content, and materials provided to us. We will only use your materials as necessary to provide the Services.

Work Product

Ownership of custom software, code, and other deliverables created as part of our Services will be specified in the applicable Service Agreement. Typically, upon full payment, you will receive ownership rights to custom work product, while we retain rights to our pre-existing tools, frameworks, and methodologies.

Service Agreements and Payment

Project Terms

Specific project terms, including scope, deliverables, timeline, and pricing, will be outlined in a separate Statement of Work or Service Agreement. These project-specific terms supplement and are incorporated into these Terms of Service.

Payment Terms

Payment terms will be specified in your Service Agreement. Generally:

• Invoices are due within 30 days of receipt unless otherwise specified
• Late payments may incur interest charges
• We reserve the right to suspend services for non-payment
• All fees are non-refundable unless otherwise stated in your Service Agreement

Warranties and Disclaimers

Service Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. Any specific warranties regarding deliverables will be outlined in your Service Agreement.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMARY KEY SOLUTIONS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Services
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Services
• Any bugs, viruses, or other harmful code that may be transmitted through the Services
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services

Our total liability for any claims under these Terms shall not exceed the amount paid by you to us for the Services in the twelve (12) months preceding the claim.

Indemnification

You agree to indemnify, defend, and hold harmless Primary Key Solutions and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any materials or content you provide to us

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. This obligation survives the termination of these Terms and any Service Agreement.

Termination

We reserve the right to suspend or terminate your access to our Services at any time, with or without cause or notice. Upon termination:

• Your right to use the Services will immediately cease
• You remain liable for any outstanding payments
• Provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability

Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising from these Terms or the Services shall be resolved through:

• Good faith negotiations between the parties
• If negotiations fail, binding arbitration in accordance with the rules of the American Arbitration Association
• The arbitration shall take place in Palm Beach County, Florida

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

Entire Agreement

These Terms, together with any Service Agreement and our Privacy Policy, constitute the entire agreement between you and Primary Key Solutions regarding the use of our Services and supersede all prior agreements and understandings.

Contact Information

If you have any questions about these Terms, please contact us:

• Email: Jonathan@pksols.com
• Phone: (561) 723-5573