Services Agreement

1. The Services.

By agreeing to this Agreement, you are authorized to use COMPANY’s Services only through authorized means(which may include web based/browser access, mobile app services or otherwise).

COMPANY services include, among other things, a website and mobile app that helps users track their personal self-care habits, especially those related to sleep, sunlight, movement, connection, and consumption.

Where the COMPANY services include a connection to, interface with or use of third-party services your use of the COMPANY services will also be governed by any separate terms between you and those applicable third-party services. COMPANY will not be responsible for any processes, apps or accounts provided by third parties or the acts or omissions of any third-party providers and does not guarantee that any third-party applications or services will remain available or compatible with the COMPANY services.

COMPANY has implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, COMPANY cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

COMPANY does not provide financial, investment, or legal advice. Information or content made available through the Services is for informational purposes only. COMPANY is not a bank, does not take deposits, and does not hold or transfer funds except as expressly authorized by you through integrated third-party payment processors.

COMPANY does not provide financial, investment, or legal advice. Information or content made available through the Services is for informational purposes only. COMPANY is not a bank, does not take deposits, and does not hold or transfer funds except as expressly authorized by you through integrated third-party payment processors.

COMPANY may change, suspend, limit or discontinue any aspect of any or all of its products and services at any time, including but not limited to, any pricing, the use of any program (such as an App) used to gain access to that Service, the availability of one or more features, categories of data, data elements or services. COMPANY may do so without prior notice or liability therefor. If you are dissatisfied with any such changes, your sole remedy is to discontinue using the Service and terminate your account.

2. Your Account.

You need to create an account with COMPANY in order to use the COMPANY services. As part of creating your account COMPANY will ask you for information, which may include but is not limited to, your name and other personal information including (among other things) financial information. You are obligated to ensure that your information is accurate, complete and up to date; failure to do so may result in the COMPANY terminating your account. You also agree to keep any information in or about your account confidential and notify us promptly if you learn of any unauthorized access to or use of your account. The account will detail all your activities, including your transactions for billing purposes.

You must maintain a valid means of payment on your account at all times. That means may include a credit card, debit card or autopayment from a bank or other financial institution. COMPANY will use that means of payment whenever amounts are due according to COMPANY’s then current price and payment schedule. In the event that timely payment is not made for any reason (which may include the declination of your credit card, debit card or autopayment by your financial institution) COMPANY may impose additional fees and charges as a result. In addition, when payments are past due it is COMPANY’s policy at its sole option to suspend or terminate access to the COMPANY’s services and applications.

We may establish, modify, or adjust pricing, fees, charges, subscription tiers, promotional rates, or billing structures for the Services at any time in our sole discretion. Except where prohibited by applicable law, any such changes will become effective upon renewal of your then-current subscription term. We will provide advance notice of material price increases where required. Your continued use of the Services after the effective date of a pricing change constitutes your acceptance of the revised fees.

If the Services you obtain include a subscription with an automatic renewal provision, the following will apply to your subscription:

Subscription Billing and Auto-Renewal. Your subscription to the Service includes enrollment into an ongoing/recurring payment plan. Your subscription will automatically renew at the end of the disclosed billing period (or in the case of a continuing service plan, continue until cancelled) unless cancelled in accordance with the instructions for cancellation on our website or our app, depending on how you are using our Services. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period (or other cycle when established under a different program), unless cancelled. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced.

Billing Period. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary. We may also offer you the ability to pause your subscription. If you do not cancel before the end of the pause period, billing will resume automatically.

COMPANY reserves the right to change its pricing, with or without notice to you. In the event of a price change, COMPANY will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize COMPANY to charge your payment method for these amounts. COMPANY will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.

Free Trials and Promotions. Your subscription to the Services may include a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial. Certain limitations may also exist with respect to combining free trials with any other offers. Your first payment will be charged to your chosen payment method immediately following the free trial, unless cancelled in accordance with the instructions for cancellation on our website. You can cancel your subscription at any time before the end of your free trial. COMPANY will provide notice of the terms of the free trial at the time you register for that subscription. You will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless expressly required by statute or regulation in particular jurisdictions or instances.

CANCELLATION AND REFUND POLICY. YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME BEFORE THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION UNLESS OTHERWISE DISCLOSED.

IF YOU ARE SUBSCRIBED THROUGH A FREE TRIAL, PROMOTIONAL CODE OR OTHER CREDIT, CANCELLATION MAY BE EFFECTIVE IMMEDIATELY. IF YOU MODIFY YOUR SUBSCRIPTION TO SWITCH FROM ONE SERVICE TO ANOTHER SERVICE DURING YOUR BILLING PERIOD, YOU MAY NOT HAVE CONTINUED ACCESS TO YOUR ORIGINAL SERVICE.

YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO 11:59 P.M. EASTERN TIME ON THE DAY BEFORE YOUR NEXT RECURRING BILLING DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT BILLING PERIOD. WE DO NOT REFUND OR CREDIT FOR PARTIALLY USED BILLING PERIODS, ALTHOUGH WE MAY PROVIDE SUCH REFUNDS OR CREDITS ON A CASE-BY-CASE BASIS IN OUR SOLE AND ABSOLUTE DISCRETION. IF YOUR SUBSCRIPTION IS CANCELED DUE TO FAILED ATTEMPTS TO CHARGE YOUR PAYMENT METHOD, OR IF YOU SWITCH YOUR BILLING TO A THIRD-PARTY, YOU MAY FORFEIT ANY CREDITS ASSOCIATED WITH YOUR ACCOUNT.

TO CANCEL YOUR SUBSCRIPTION, NAVIGATE TO :- GOOGLE PLAY (ANDROID), APPLE APP STORE (IOS)

E-Sign Consent : By agreeing to this Agreement, you are agreeing to COMPANY’s E-Sign Consent. COMPANY may provide disclosures and notices required by law and other information about your Account to you electronically, by posting it on the COMPANY website, pushing notifications through the Services, or by emailing it to the email address listed in your Account or that you otherwise provided to COMPANY. (See Notices, below). Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact us at info@ourprimal5.com. If we are not able to support your request, you may need to terminate your Account.

All transactions are intended to be performed electronically. Therefore, COMPANY is not obligated to provide you with any written accounting or statements on paper.

You must not use or view anyone else’s accounts or related data, provide information about anyone else’s identity or accounts or that violates any third-party rights or use the Services for any fraudulent, illegal or misleading purpose.

You understand that you are responsible for any charges, liabilities or claims arising from the use of your account, as well as any username, passwords, access tokens, or other means by which access is authorized or granted. COMPANY will treat all uses of such as authorized until COMPANY receives written notification from you (pursuant to the notice provisions contained in Section VI. Notices) that unauthorized activity is occurring on your account. The notification will be effective when received by COMPANY, if on a normal business day, otherwise effective on the first business day that occurs thereafter.

3. Right to Use; Proprietary Rights.

As long as you are in compliance with all the terms and conditions of this Agreement (including for example your obligation to pay for all amounts charged to your account), COMPANY hereby grants to you a limited term, non-exclusive, non-sublicensable, and non-transferable right to use the Services during the Term solely as specifically authorized in this Agreement.

COMPANY owns and shall own all rights, title and interest to the Services and any modifications made to them, regardless of whether made by you or by COMPANY.

COMPANY alone owns and will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Services ("Submissions"), and you agree to, and hereby do assign such Submissions to COMPANY free of charge. COMPANY may use such Submissions as it deems appropriate in its sole discretion.

This grant of access to the Services is subject to the restriction that neither you nor anyone acting on your behalf or your ostensible authority may copy, decompile, disassemble, decrypt or otherwise reverse engineer (or allow or suffer others to copy or decompile, disassemble, decrypt or otherwise reverse engineer) the Services or any related data, software, devices or interfaces (except that you may maintain for a limited time electronic copies of your Services data and any installed software in authorized and approved use).

Neither you nor anyone acting on its behalf may make derivative works from either the Services or any other COMPANY services or systems. Likewise, you may not modify the Services or any other COMPANY services or systems or use them in any way not expressly authorized by this Agreement.

You acknowledge and agree that COMPANY may collect, compile, analyze, and use data and information derived from your use of the Services, including activity data, scoring metrics, engagement data, and other usage information (collectively, “Usage Data”), for purposes of operating, improving, and promoting the Services. COMPANY may aggregate and/or de-identify such Usage Data so that it no longer identifies you or any individual user (“Aggregated Data”). As between you and COMPANY, Aggregated Data shall be owned exclusively by COMPANY.

Without limiting the foregoing, COMPANY may use, publish, display, distribute, or otherwise make available Aggregated Data for lawful business purposes, including:

• a. to analyze and improve the Services;
• b. producing user trend reports (e.g., aggregate score changes over time);
• c. improving algorithms, scoring models, and product functionality
• d.marketing, research, analytics, and industry reporting; an
• developing new products or services.

Aggregated Data will not identify you personally, and COMPANY will implement reasonable technical and organizational measures designed to ensure that Aggregated Data cannot reasonably be re-identified.

4. Confidentiality.

The Services and COMPANY’s other processes and services are Confidential Information.

All information, images or data contained within your account is Confidential Information and belongs to you, not COMPANY. COMPANY will not extract or retrieve any information, image or data from your account without its permission. However, COMPANY may capture certain data from time to time about your transactions, including but not limited to, performance data, observations about product and service type and characteristics, pricing, data elements and characteristics, loan characteristics and details, and other or related data. This data may be used internally by COMPANY, for example, to assure the quality and performance of the Services and within one or more products or services, provided however that no individual information within your “information, images or data” will be disclosed. COMPANY’s collection and processing of any personal or financial data is subject to COMPANY’s Privacy Policy, which can be found at [insert link here].

5. Warranties and Limitations of Liability.

YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, AND THE INTERNET, IS AT YOUR SOLE RISK. THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, THIRD-PARTY VIRUS OR OTHER MALWARE PROTECTION TECHNOLOGY AND THE INTERNET ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION, AND THEN ONLY TO THE EXTENT OF THAT EXCLUSION.

COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES AND COMPANY’s OTHER PROCESSES, SYSTEMS, SOFTWARE, OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL, OR THE INTERNET WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.

IN NO EVENT SHALL COMPANY’s LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR RELATIONSHIP WITH COMPANY, WHETHER IN CONTRACT, TORT OR OTHERWISE AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH COMPANY WITH RESPECT TO THIS AGREEMENT EXCEED MORE THAN THE TOTAL AMOUNT PAID BY YOU TO COMPANY WITHIN THE MOST RECENT 3 CALENDAR MONTH PERIOD (COUNTING BACKWARDS FROM THE TIME OF THE FILING OF ANY COMPLAINT). IN NO CASE SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES OR CLAIMS FOR LOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY COMPANY SERVICE OR ANY OTHER MEDIUM OR PROCESS WITHIN COMPANY’s CONTROL OR THE INTERNET OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREIN--WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. TO THE EXTENT THAT A STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AS TO THAT STATE OR JURISDICTION LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. THE LIMITATIONS CONTAINED IN THIS AGREEMENT APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6. Notices

COMPANY’s primary means of communication with its users is through electronic means, including email, text, and in-app or in-platform notifications delivered through the Services. As a condition of obtaining and maintaining an account with COMPANY you consent to receive all notices and other communications through electronic means by way of your agreement to COMPANY’s E-sign Consent. COMPANY does not offer any alternative means of receiving such communications.

As a result, you are obligated to maintain an active and valid e-mail address on file with COMPANY at all times ("email address of record"). You are further responsible for maintaining current contact information and for enabling receipt of electronic communications, including push notifications and in-app messaging functionality within the Services where applicable.

Any notices required under this Agreement shall be in writing and sent to you through one of the following electronic delivery means.

Electronic Delivery Means. In the event that COMPANY needs to communicate with you in writing regarding this Agreement or any changes to it, or needs to provide information to you, any communications or other information may be sent to you electronically, at COMPANY’s option, either:

• Email : To your email address of record;
• Email + Website Posting: By posting the information on one or more Services websites and sending you a notice to your email address of record telling you that the information has been posted and providing instructions on how to view it;
• Email + Website Posting: To the extent permitted by law, by posting the information to one or more Services websites; or
• In-App / In-Platform Notification: By delivering the communication through the Services, including via in-app messages, account notifications, push notifications, inbox messaging, or similar functionality within your user account or the mobile or web application interface.

Notices to COMPANY should be sent to info@ourprimal5.com

7. Term and Termination .

At any time in its discretion, either you or COMPANY may terminate or suspend this Agreement (or your use of the Service) with or without notice and for any or no reason, including if COMPANY suspects that you have violated this Agreement. COMPANY will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies you or COMPANY may have. Except for your right to use the Services, this Agreement will survive any termination. Moreover, termination does not relieve you of the obligation to make any payments due.

8. Amendments .

COMPANY may change this Agreement, its price schedules, or any other schedules (including any rules and regulations), by providing you with 30 days’ advance written notice (which shall be provided electronically as provided in Section V. Notices. By continuing to access or use the Services after the effective date of any change, you agree to the modified terms.

9. Governing Law; Venue for Non-Arbitrable Claims. .

The terms and conditions of this Agreement and any Dispute (as defined below) shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict-of-laws principles. Except as provided in Section X. Dispute Resolution, all Disputes must be resolved through arbitration after the parties have complied with the Notice, Informal Resolution Period, and Tolling Period requirements set forth therein.

To the extent that any Dispute (or any portion of a Dispute) is not subject to arbitration because applicable law prohibits its resolution by arbitration, or to the extent a party seeks to enforce, confirm, or challenge an arbitration award, such Dispute shall be litigated exclusively in a state or federal court of competent jurisdiction located in Lafayette County, State of Mississippi. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to venue, jurisdiction, or forum non conveniens.

10. Dispute Resolution. .

a. Pre-arbitration notice of dispute and informal resolution period

A party who intends to seek arbitration must first send a written notice of the Dispute ("Notice") to the other. For purposes of this Agreement, the term “Dispute” means any claim, demand, dispute, controversy, or cause of action arising out of or relating to this Agreement, whether based in contract, tort, statue, or otherwise. Notices to COMPANY must be sent by email to info@ourprimal5.com, and Notices to you must be sent to the email address associated with your COMPANY account. All Notices must: (1) be personally signed by the party sending the Notice; (2) provide the relevant user's name, email address associated with the your COMPANY account, and COMPANY account number or username; (3) provide the claimant's address of residence (and if different, mailing address); (4) describe the nature and basis of the Dispute in detail; and (5) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it.

After a Notice containing all the information required above is received, the parties agree to engage in good faith for a period of 60 days in an effort to resolve the Dispute (this time period may be extended by agreement of the parties) (this is called the "Informal Resolution Period"). The party receiving the Notice may request a telephone or video settlement conference during the Informal Resolution Period in an effort to facilitate resolution of the Dispute ("Informal Settlement Conference"). The Informal Settlement Conference, if any, will take place at a mutually agreeable time, which can be after the 60-day Informal Resolution Period if needed to accommodate the parties' schedules. During the Informal Settlement Conference, you and a COMPANY representative must both personally participate in a good-faith effort to resolve the Dispute without the need to proceed with arbitration. Any counsel representing the parties also may participate. Personal participation in an Informal Settlement Conference will not be required if both you and COMPANY agree in writing.

The Notice, Informal Resolution Period, and Informal Settlement Conference are intended to give the parties a meaningful opportunity to resolve Disputes informally. If any aspect of this "Pre-arbitration notice of dispute and informal resolution period" section has not been met, the parties agree that a court can enjoin the filing or prosecution of an arbitration and, unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration nor demand fees in connection with such an arbitration. Notwithstanding the foregoing, a party retains the right to raise non-compliance with the requirements of this section and seek appropriate relief in arbitration, if neither party wishes to bring the issue to a court.

Any applicable statute of limitations or contractual limitations period will be tolled for any claims and requests for relief set forth in a Notice from the date that either you or COMPANY sends the other a fully complete Notice until: (1) 30 days after completion of the Informal Resolution Period, if no Informal Settlement Conference is held; or (2) 30 days after completion of the Informal Settlement Conference if an Informal Settlement Conference is held ("Tolling Period").

Neither you nor COMPANY may commence an arbitration proceeding until after the Tolling Period has ended.

b. Arbitration

The Parties agree to submit any and all Disputes to binding arbitration administered by the National Arbitration and Mediation (NAM) in accordance with its Comprehensive Dispute Resolution Rules and Procedures then in effect, except as otherwise stated herein, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the Federal Arbitration Act and, to the extent state law applies, by the laws of the State of Mississippi. Any such claims, demands, disputes, controversies or causes of action shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claims, demands, disputes, controversies or causes of action of any other party. The arbitration shall be conducted exclusively in Lafayette County, State of Mississippi before a single arbitrator chosen by the parties. If the Parties cannot agree on an arbitrator within 5 days of exchanging names of arbitrators, then an arbitrator will be appointed according to the NAM rules. The expense of the arbitration shall be borne by the Parties in accordance with the award of the arbitrator. The arbitrator has the authority to decide all matters including whether the matter is properly arbitrated or not. The decision of the arbitrator shall be in writing setting forth the findings of facts and law and reasons supporting the decision. Any decision must be supported by the governing law.

11. Limitation on Legal Action

YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

12. Miscellaneous Provisions

Non-Assignable by you. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without COMPANY’s prior written consent, which consent may be withheld within COMPANY’s sole and absolute discretion. No assignment, delegation, or transfer will relieve you of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. COMPANY may however assign this Agreement without limitation.

Relationship of The Parties. Nothing in this Agreement shall be deemed or construed as creating a joint venture or partnership between you and COMPANY. Neither Party is by virtue of this Agreement authorized as an agent or legal representative of the other Party. You are not granted any right or authority to either assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of COMPANY or to bind COMPANY in any manner.

Severability. This Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the Parties. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between you and COMPANY and supersedes all prior agreements or understandings related to the subject matter hereof.

Force Majeure etc. Neither party shall be responsible for delays or failures in performance to the extent (but only for the duration) that such party was hindered in its performance by any act of God, civil commotion, labor dispute, or any other occurrence beyond its reasonable control.